SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 19, 1998 Commission file number: 1-6187
ALBERTSON'S, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 82-0184434
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(State of Incorporation) (Employer Identification Number)
250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho 83726
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (208) 395-6200
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Item 5. Other Events.
On November 12, 1998, Albertson's, Inc. held a Special Meeting of
Stockholders and the press release issued in connection with that meeting is
attached hereto as Exhibit 99.1.
Item 7. Exhibits.
Exhibit
No. Description
99.1 Press Release dated November 12, 1998
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, Albertson's, Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ALBERTSON'S, INC.
Date: November 19, 1998 BY: /s/ Thomas R. Saldin
Thomas R. Saldin
Executive Vice President,
Administrative and General Counsel
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INDEX TO EXHIBITS
FILED WITH THE CURRENT REPORT
ON FORM 8-K DATED NOVEMBER 19, 1998
Exhibit
No. Description
99.1 Press Release dated November 12, 1998
Exhibit 99.1
November 12, 1998
FOR IMMEDIATE RELEASE
Albertson's, Inc. and American Stores Company
Stockholders Approve Merger
Albertson's, Inc. (NYSE:ABS) announced that in separate special
stockholders' meetings held today, stockholders of Albertson's and American
Stores Company (NYSE:ASC) approved the previously announced merger of the two
retail food and drug companies.
At the Albertson's stockholders' meeting held in Boise, Idaho, a
majority of the stockholders present in person or by proxy voted to approve the
issuance of shares of Albertson's Common Stock pursuant to the merger agreement
with American Stores Company at an exchange ratio of 0.63 shares of Albertson's
Common Stock for each outstanding share of American Stores Common Stock. In
addition, the stockholders also voted to approve amendments to the Albertson's
Stock-Based Incentive Plan.
As announced earlier today, in a separate meeting, holders of a
majority of the outstanding shares of American Stores Common Stock voted to
approve and adopt the merger agreement and approve the merger.
Gary G. Michael, chairman and chief executive officer of Albertson's,
said, "This transaction is a defining milestone in our continuing program to
accelerate revenue growth, increase profitability and enhance stockholder value.
It also provides for the strategic combination of two outstanding companies with
complementary strengths and common values. With the favorable stockholder votes
we continue to expect to complete this transaction in early 1999."
The merger, first announced on August 3, 1998, is still subject to
certain conditions including regulatory approval. The combination has been
structured to be a tax-free transaction and is expected to be accounted for as a
pooling of interests.
Albertson's, Inc. is one of the largest retail food-drug chains in the
United States. Based in Boise, Idaho, the Company currently operates 971 retail
stores in 25 Western, Midwestern and Southern states.
This press release contains certain forward-looking statements about
the ability of the Company and American Stores to obtain the necessary
regulatory approvals and satisfy the other conditions to closing of the merger
transaction and with respect to the future performance of the combined
companies. These statements are based on management's assumptions and beliefs in
light of the information currently available to it. The Company assumes no
obligation to update the information contained herein. These forward-looking
statements are subject to uncertainties and other factors that could cause
actual results to differ materially from such statements including, but not
limited to, the inability of the Company and American Stores to obtain the
required regulatory approvals on terms acceptable to them; material adverse
changes in the business or financial condition of either company prior to
closing; and other factors affecting the respective businesses of the Company
and American Stores which are described in the Joint Proxy Statement and
Prospectus and their respective Forms 10-Q filed with the Securities and
Exchange Commission.
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CONTACT:
Albertson's, Inc.
Boise, Idaho
Investor Relations
A. Craig Olson 208/395-6284
Renee Bergquist 208/395-6622
News Media 208/395-6392
Mike Read
Jenny Enochson
