<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1995
----------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
------------- -------------
Commission file number 1-8452
----------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
The Vons Companies, Inc.
618 Michillinda Avenue
Arcadia, California 91007<PAGE>
<PAGE>
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
(formerly known as Vons Personal Choice Profit Sharing Plan)
------------------------------------------------------------
Financial Statements for the Years Ended
December 31, 1995, 1994, and 1993 and
Financial Schedules for the Year Ended December 31, 1995
(With Independent Auditors' Report Thereon)
<PAGE>
<TABLE>
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
TABLE OF CONTENTS
<CAPTION>
Page
-----
<S> <C>
Independent Auditors' Report 2
Financial Statements:
Statements of Net Assets Available for Benefits
December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 1995, 1994 and 1993 4
Notes to Financial Statements 7
<CAPTION>
Schedule
--------
<S> <C>
Line 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1995 1
Line 27a - Assets Held For Investment Purposes
at December 31, 1995 2
<FN>
All other schedules omitted are not applicable or are not required
based on disclosure requirements of the Employee Retirement Income
Security Act of 1974 and regulations issued by the Department of
Labor.
</TABLE>
<PAGE>
[This page appears on KPMG Peat Marwick LLP letterhead]
INDEPENDENT AUDITORS' REPORT
The Management Compensation Committee
The Vons Companies, Inc.:
We have audited the accompanying statements of net assets available
for benefits of The Vons Companies, Inc. 401(k) Savings Plan
(formerly known as Vons Personal Choice Profit Sharing Plan) as of
December 31, 1995 and 1994, and the related statements of changes
in net assets available for benefits for each of the years in the
three-year period ended December 31, 1995. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of The Vons Companies, Inc. 401(k) Savings Plan as of
December 31, 1995 and 1994, and the changes in net assets available
for benefits for each of the years in the three-year period ended
December 31, 1995 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information included in Schedules 1 and 2 is presented for the
purpose of additional analysis and is not a required part of the
basic financial statements but is supplementary information required
by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 (ERISA). The separate fund information in the
statements of net assets available for benefits and the
statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG Peat Marwick LLP
June 21, 1996
<PAGE>
<TABLE>
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995 and 1994
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Fixed Income Fund Account:
Cash $ 886,960 $ 746,544
Commercial paper 1,598,187 -
Investment contracts 44,987,438 48,887,972
Government and government
agency obligations 9,508,706 9,952,340
Corporate debt instruments 4,139,841 2,328,829
Other investments 130,590 -
Employer contribution receivable 1,700,906 1,995,907
Employee contribution receivable 124,477 161,630
Investment income receivable 201,970 204,558
Administrative expenses payable (40,778) (36,716)
------------ ------------
Total Fixed Income Fund Account 63,238,297 64,241,064
------------ ------------
Equity Fund Account:
Cash 4,639 3,526
Commingled funds 28,003,444 19,363,958
Employer contribution receivable 1,920,378 1,299,660
Employee contribution receivable 91,097 107,752
Administrative expenses payable (12,277) (8,667)
------------ ------------
Total Equity Fund Account 30,007,281 20,766,229
------------ ------------
Multi-Asset Fund Account:
Cash 146,122 81,924
Commingled funds 11,330,760 8,697,660
Employer contribution receivable 987,623 789,079
Employee contribution receivable 48,584 80,800
Investment income receivable - 18,614
Administrative expenses payable (26,426) (3,391)
------------ ------------
Total Multi-Asset Fund Account 12,486,663 9,664,686
------------ ------------
VONStock Fund Account:
Cash 415 59,482
Investment in The Vons
Companies, Inc. common stock 9,115,399 4,835,897
Employer contribution receivable 877,887 556,997
Employee contribution receivable 39,477 34,644
Administrative expenses payable (4,681) (2,625)
------------ ------------
Total VONStock Fund Account 10,028,497 5,484,395
------------ ------------
Net assets available for benefits $115,760,738 $100,156,374
------------ ------------
------------ ------------
<FN>
See accompanying notes to these financial statements.
</TABLE>
<PAGE>
<TABLE>
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
FIXED MULTI-
INCOME EQUITY ASSET VONSTOCK
FUND FUND FUND FUND
ACCOUNT ACCOUNT ACCOUNT ACCOUNT TOTAL
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net assets available
for benefits at
beginning of year $64,241,064 $20,766,229 $ 9,664,686 $ 5,484,395 $100,156,374
----------- ----------- ----------- ----------- ------------
Additions:
Employee contributions 1,874,075 1,200,227 780,010 528,776 4,383,088
Employer contributions 1,700,906 1,920,378 987,623 877,887 5,486,794
Interest 4,206,648 3,804 9,055 2,476 4,221,983
Dividends - 624,864 447,426 - 1,072,290
Net appreciation
in fair value of
investments 822,951 6,908,477 1,858,286 3,205,118 12,794,832
Interfund transfers (895,845) 764,596 (139,269) 270,518 -
----------- ----------- ----------- ----------- ------------
Total additions 7,708,735 11,422,346 3,943,131 4,884,775 27,958,987
----------- ----------- ----------- ----------- ------------
Deductions:
Benefits 8,545,031 2,136,399 1,024,703 324,487 12,030,620
Administrative
expenses 166,471 44,895 96,451 16,186 324,003
----------- ----------- ----------- ----------- ------------
Total deductions 8,711,502 2,181,294 1,121,154 340,673 12,354,623
----------- ----------- ----------- ----------- ------------
Net assets available
for benefits at
end of year $63,238,297 $30,007,281 $12,486,663 $10,028,497 $115,760,738
----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ------------
<FN>
See accompanying notes to these financial statements.
</TABLE>
<PAGE>
<TABLE>
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
FIXED MULTI-
INCOME EQUITY ASSET VONSTOCK
FUND FUND FUND FUND
ACCOUNT ACCOUNT ACCOUNT ACCOUNT TOTAL
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net assets available
for benefits at
beginning of year $64,084,005 $19,160,623 $ 8,385,091 $ 3,983,435 $ 95,613,154
----------- ----------- ----------- ----------- ------------
Additions:
Employee contributions 2,030,046 1,329,648 1,020,698 408,338 4,788,730
Employer contributions 1,995,907 1,299,660 789,079 556,997 4,641,643
Interest 4,160,595 3,084 8,401 1,536 4,173,616
Dividends - 545,311 415,444 - 960,755
Net appreciation
(depreciation) in
fair value of
investments (865,056) (242,900) (449,180) 470,918 (1,086,218)
Interfund transfers (277,293) (164,440) 86,773 354,960 -
----------- ----------- ----------- ----------- ------------
Total additions 7,044,199 2,770,363 1,871,215 1,792,749 13,478,526
----------- ----------- ----------- ----------- ------------
Deductions:
Benefits 6,736,744 1,131,075 516,481 281,508 8,665,808
Administrative
expenses 150,396 33,682 75,139 10,281 269,498
----------- ----------- ----------- ----------- ------------
Total deductions 6,887,140 1,164,757 591,620 291,789 8,935,306
----------- ----------- ----------- ----------- ------------
Net assets available
for benefits at
end of year $64,241,064 $20,766,229 $ 9,664,686 $ 5,484,395 $100,156,374
----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ------------
<FN>
See accompanying notes to these financial statements.
</TABLE>
<PAGE>
<TABLE>
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
FIXED MULTI-
INCOME EQUITY ASSET VONSTOCK
FUND FUND FUND FUND
ACCOUNT ACCOUNT ACCOUNT ACCOUNT TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net assets available
for benefits at
beginning of year $58,003,125 $14,892,813 $ 5,839,645 $ 5,349,166 $84,084,749
----------- ----------- ----------- ----------- -----------
Additions:
Employee contributions 2,682,903 1,165,175 836,662 615,196 5,299,936
Employer contributions 1,527,884 1,018,589 800,320 291,025 3,637,818
Interest 4,217,730 31,198 8,594 2,291 4,259,813
Dividends - 632,154 300,378 - 932,532
Net appreciation
(depreciation)in fair
value of investments 480,146 1,947,544 354,527 (1,908,300) 873,917
Interfund transfers (398,690) 106,959 441,966 (150,235) -
----------- ----------- ----------- ----------- -----------
Total additions 8,509,973 4,901,619 2,742,447 (1,150,023) 15,004,016
----------- ----------- ----------- ----------- -----------
Deductions:
Benefits 2,269,918 541,593 144,963 205,545 3,162,019
Administrative expenses 159,175 92,216 52,038 10,163 313,592
----------- ----------- ----------- ----------- -----------
Total deductions 2,429,093 633,809 197,001 215,708 3,475,611
----------- ----------- ----------- ----------- -----------
Net assets available
for benefits at
end of year $64,084,005 $19,160,623 $ 8,385,091 $ 3,983,435 $95,613,154
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
<FN>
See accompanying notes to these financial statements.
</TABLE>
<PAGE>
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION OF THE PLAN
The Vons Companies, Inc. 401(k) Savings Plan (Plan) is a
defined contribution plan sponsored by The Vons Companies,
Inc. (Vons or Sponsor) subject to the requirements of the
Employee Retirement Income Security Act of 1974 (ERISA). All
active non-union employees having at least one year of service
and not participating in any other qualified defined
contribution plan to which the Sponsor contributes are
eligible for participation in the Plan. The specific
provisions of the Plan, including eligibility, contributions,
priorities upon termination and benefit information, are
contained in the Plan document which governs the legal
operations of the Plan.
2. PLAN AMENDMENT
On December 29, 1995, the Sponsor adopted an amendment to the
Plan which changed the name of the Plan from Vons Personal
Choice Profit Sharing Plan to The Vons Companies, Inc. 401(k)
Savings Plan, effective January 1, 1995. The amendment also
changes the Sponsor's contribution as described in Notes 4
and 10.
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The accounts of the Plan are maintained on the accrual basis of
accounting. Cash and commercial paper include investments with
maturities of less than one year for which cost approximates market.
Investment contracts are valued at contract value. Contract value
represents contributions made under the contract plus interest at
the contract rate. Government obligations, corporate debt and other
investments in the Fixed Income Fund account are valued at fair
value, which are based upon quoted market prices of the
underlying assets. The investments of the Equity, Multi-Asset and
VONStock Fund accounts are valued at fair value, which are based
upon quoted market prices of the underlying assets or upon the
trustee's good faith estimate of fair value.
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ
from those estimates.
Administrative Expenses
-----------------------
Certain administrative expenses incurred by the Plan are
absorbed by the Sponsor of the Plan. Such administrative
expenses are not significant to the accompanying financial
statements.
4. CONTRIBUTIONS
Prior to January 1,1995, the Sponsor at its discretion determined
the amount of its profit sharing contribution which was allocated
to employees based upon their compensation. Employees
designated their profit sharing allocation as contributions to
the Plan, as contributions to the Sponsor's flexible benefits
program, or as taxable compensation. Those employees who elected
to contribute their profit sharing allocation to the Plan
received a matching contribution from the Sponsor. Effective
January 1, 1995, the Plan was amended to make the Sponsor's
contribution equal to five percent of the compensation of each
eligible participant and to treat such contribution as a
Qualifying Non-Elective Contribution. The contribution level
may be changed for any plan year by resolution of the Sponsor's
Board of Directors or by written action of the Sponsor's
Chairman of the Board. The Sponsor's contribution may no longer
be allocated to the Sponsor's flexible benefits program or
taken as taxable compensation. For the plan year ended
December 31, 1995 only, the Sponsor's contribution was six
percent of the compensation of each eligible participant.
Under the Sponsor's flexible benefits program, employees may
contribute any unused amounts into the Plan. In addition,
employees may make salary reduction pre-tax contributions.
Beginning January 1, 1996, these pre-tax contributions up
to a maximum of one percent of the compensation of each
eligible participant are matched by the Sponsor. Participants
designate the investment funds in which their accounts
will be invested. At December 31, 1995 and 1994, forfeited
nonvested accounts totaled $71,761 and $86,408, respectively,
and were used to reduce employer contributions.
5. INVESTMENT FUNDS
The Plan offers four investment funds. The Fixed Income Fund
invests in investment contracts, United States and foreign
government obligations, corporate fixed income obligations
and money market investments. During 1995, 1994 and the latter
half of 1993, the Equity Fund was comprised of an investment
in a S&P 500 index fund consisting of common stocks of United
States companies included in the S&P 500. During the first
half of 1993, the Equity Fund primarily included investments
in common stocks of United States companies. The Multi-
Asset Fund includes investments in a commingled fund
comprised of domestic and international stocks and bonds
and money market investments. The VONStock Fund invests in
common stock of Vons purchased on the open market by a
third-party administrator.
6. DERIVATIVE FINANCIAL INSTRUMENTS
The Fixed Income Fund, Equity Fund and Multi-Asset Fund may
use commonly structured derivative financial instruments
(including, but not limited to, futures, options, swaps, caps
and floors) to manage transaction costs, interest rate risk,
exchange rate risk and maturity risk. Derivative financial
instruments may not be used for the sole purpose of yield
enhancement and the use of leverage is not permitted.
7. INVESTMENT CONTRACTS
Interest rates of investment contracts range from 5.3% to
8.4%. The average yield on investment contracts for the year
ended December 31, 1995 was 6.97%. The average crediting
interest rate at December 31, 1995 was 6.74%. The fair value
of investment contracts at December 31, 1995 was $45,988,560.
The aggregate fair value was determined using a standard
present value calculation to determine the present value of
each cash flow using comparable duration Wall Street Journal
GIC index rates.
8. INVESTMENTS IN EXCESS OF FIVE PERCENT OF NET ASSETS
Investments in excess of five percent of net assets at
December 31, 1995 were as follows:
<TABLE>
<CAPTION>
December 31,
1995
------------
<S> <C>
American National Multiple Fund
Investment Trust, 141,841 shares $ 27,793,181
Brinson Global Securities Fund,
67,036 shares 11,330,760
Commonwealth Life Insurance
Companies, Investment Contract 11,795,457
The Vons Companies, Inc., Common
Stock, 322,669 shares 9,115,399
Investments in excess of five percent of net assets at
December 31, 1994 were as follows:
</TABLE>
<TABLE>
<CAPTION>
December 31,
1994
------------
<S> <C>
American National Multiple Fund,
Investment Trust, 134,865 shares $ 19,229,150
Brinson Global Securities Fund,
64,700 shares 8,697,660
</TABLE>
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits per the accompanying financial statements to the
Form 5500, which is filed with the Internal Revenue Service,
for 1995 and 1994:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Net assets available
for benefits per the
financial statements $115,760,738 $100,156,374
Amounts allocated to
withdrawing participants (980,092) (1,206,336)
------------ ------------
Net assets available
for benefits per
the Form 5500 $114,780,646 $ 98,950,038
------------ ------------
------------ ------------
</TABLE>
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500
for the year ended December 31, 1995:
<TABLE>
<CAPTION>
Year Ended
December 31,
1995
------------
<S> <C>
Benefits paid to participants
per the financial statements $ 12,030,620
Amounts allocated to withdrawing
participants at December 31, 1995 980,092
Amounts allocated to withdrawing
participants at December 31, 1994 (1,206,336)
------------
Benefits paid to participants per
the Form 5500 $ 11,804,376
------------
------------
</TABLE>
Amounts allocated to withdrawing participants, representing
benefit claims that have been processed and approved prior
to December 31, 1995 but not yet paid as of that date, are
reflected as benefits paid on the Form 5500.
10. ALLOCATIONS AND VESTING
Investment income net of administrative expenses is allocated
to a participant's account monthly based on the proportion
each account bears to the total of all account balances.
Benefit payments are determined by the plan recordkeeper and
disbursed by the trustee after receiving notice from the
employer that a participant's beneficial interest has matured
due to death, disability, retirement, or separation.
Participants are 100% vested in employee contributions and
all contributions made by the Sponsor for plan years commencing
on or after January 1, 1995 and their profit sharing allocation
contributed to the Plan.
Participants vest in the Sponsor's pre January 1, 1995 matching
contribution as follows:
<TABLE>
<CAPTION>
Years of Percentage
Vesting Service Vested
--------------- ----------
<C> <C>
less than 3 0%
3 20
4 40
5 60
6 80
7 100
</TABLE>
11. PLAN TERMINATION
Although it has not expressed any intent to do so, the
Sponsor has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of the Plan
termination, participants will become 100% vested in their
accounts.
12. TAX STATUS OF THE PLAN
The Plan has previously received a favorable letter of
determination from the Internal Revenue Service that the Plan
qualifies under section 401(a) and 401(k) of the Internal
Revenue Code (Code) and that the trust is exempt from income
taxes under section 501(a) of the Code. Vons has applied
for an updated letter of determination for its amended and
restated plan. Management believes that the plan is designed
and is currently being operated in compliance with the
applicable requirements of the Code.
<PAGE>
<TABLE>
SCHEDULE 1
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
IDENTITY CURRENT VALUE
OF PARTY DESCRIPTION PURCHASE COST OF OF ASSETS
INVOLVED OF ASSET PRICE ASSET AT PURCHASE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Purchases:
- ---------
Union Bank
Stepstone Funds Money Market Fund 74,308,308 74,308,308 74,308,308
United States Treasury Bill, due 3,023,692 3,023,692 3,023,692
Treasury May 2, 1996
United States Treasury Notes, due 4,935,483 4,935,483 4,935,483
Treasury November 15, 2004
Commonwealth Investment Contract 11,593,457 11,593,457 11,593,457
Life Insurance
Company
CURRENT
IDENTITY VALUE
OF PARTY DESCRIPTION SELLING COST OF OF ASSETS NET GAIN
INVOLVED OF ASSET PRICE ASSET AT SALE (LOSS)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales:
- -----
Union Bank
Stepstone Funds Money Market Fund 74,161,648 74,161,648 74,161,648 -
United States Treasury Bill, due 3,023,692 3,023,692 3,023,692 -
Treasury May 2, 1996
United States Treasury Notes, due 5,956,791 5,888,543 5,956,791 68,248
Treasury November 15, 2004
<FN>
See accompanying independent auditors' report.
</TABLE>
<PAGE>
<TABLE>
SCHEDULE 2
THE VONS COMPANIES, INC. 401(K) SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
NUMBER OF
SHARES OR INTEREST CURRENT
DESCRIPTION PAR VALUE RATE MATURITY DATE COST VALUE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash:
Union Bank
Stepstone Funds
Money Market Fund 1,038,136 Units $ 1,038,136 $ 1,038,136
------------ ------------
Commercial Paper:
At&T Discount Commercial 800,000 Units 792,755 792,755
Paper
CIT Group Discount
Commercial Paper 810,000 Units 805,432 805,432
------------ ------------
Total Commercial Paper 1,598,187 1,598,187
------------ ------------
Corporate Debt
Instruments:
American General
Finance Corporation $ 730,000 5.430% February 4, 1999 655,803 725,270
Associates Corporation
of North America 500,000 6.125 February 1, 1998 497,055 505,000
Beneficial Corporation 685,000 8.220 June 15, 1998 685,000 724,901
Ford Motor Credit Company 500,000 9.700 October 5, 1998 540,225 551,020
Green Tree Financial Corporation 315,000 6.000 February 15, 2027 314,557 314,556
MBNA Master Credit Card 575,000 6.600 January 15, 2003 573,023 595,165
Merrill Lynch Mortgage
Investors, Inc. 250,000 5.400 January 25, 2050 244,453 240,713
Merrill Lynch Mortgage
Investors, Inc. 133,561 5.200 April 10, 2014 132,288 132,642
Potomac Electric Power Company 150,000 6.500 September 15, 2005 152,598 155,275
Standard Credit Card Master 190,000 6.750 June 7, 2000 193,592 195,299
----------- ------------
Total Corporate Debt Instruments 3,988,594 4,139,841
----------- ------------
Investment Contracts:
Allstate Life Insurance
Company $2,939,013 8.450% April 4, 1996 2,939,013 2,939,013
Allstate Life Insurance
Company 2,170,651 8.160 December 15, 1998 2,170,651 2,170,651
Bankers Trust 3,578,702 5.547 April 25, 1998 3,578,702 3,578,702
Bankers Trust 2,446,991 6.860 February 15, 1999 2,446,991 2,446,991
Capital Holdings Corporation 2,005,596 5.320 December 25, 2003 2,005,596 2,005,596
Capital Holdings Corporation 2,514,826 5.290 April 25, 2004 2,514,826 2,514,826
Commonwealth Life Insurance
Company 11,795,457 Variable Open maturity 11,795,457 11,795,457
John Hancock Mutual Life
Insurance Company 2,608,987 7.000 December 16, 1996 2,608,987 2,608,987
Life of Virginia 3,573,142 7.240 September 15, 1999 3,573,142 3,573,142
New York Life 2,764,690 7.520 August 16, 1999 2,764,690 2,764,690
Safeco Life Insurance Company 2,625,753 7.200 April 15, 1999 2,625,753 2,625,753
The Travelers Insurance
Company 2,918,876 8.440 January 15, 1996 2,918,876 2,918,876
United of Omaha 3,044,754 6.250 October 16, 2000 3,044,754 3,044,754
------------ ------------
Total Investment Contracts 44,987,438 44,987,438
------------ ------------
Common Stocks:
The Vons Companies, Inc. 322,669 Shares 7,763,673 9,115,399
------------ ------------
Government and Agency Obligations:
Federal Housing Authority
Project 701,343 7.430 June 1, 2023 676,468 718,190
Federal National Mortgage
Association Debenture 700,000 8.625 November 10, 2004 756,693 772,737
Federal National Mortgage
Association Guaranteed
Mortgage pass-through
Certificate 474,739 7.000 September 1, 2025 468,953 478,448
United States Treasury Notes 530,000 5.875 August 15,1998 527,184 538,363
United States Treasury Notes 2,055,000 5.875 November 15, 2005 2,064,119 2,101,238
United States Treasury Notes 570,000 6.125 May 15, 1998 571,603 581,400
United States Treasury Notes 400,000 6.125 May 31, 1997 402,944 404,876
United States Treasury Notes 3,080,000 6.875 July 31, 1999 3,217,204 3,234,000
United States Treasury Notes 355,000 7.250 February 15, 1998 363,709 369,143
United States Treasury Notes 110,000 5.875 March 31, 1999 109,914 111,959
United States Treasury Notes 175,000 7.500 February 15, 2005 194,141 198,352
------------ ------------
Total Government and Agency Obligations 9,352,932 9,508,706
------------ ------------
Commingled Funds:
American National Multiple
Fund Investment Trust 141,841 Shares 20,656,775 27,793,181
Federated Max-Cap Fund 15,598 228,077 210,263
Brinson Global Securities
Fund 67,036 9,525,687 11,330,760
----------- ------------
Total Commingled Funds 30,410,539 39,334,204
----------- ------------
Other Investments:
Quebec Prov CDA 15,000 7.125 February 9, 2024 14,329 15,085
Quebec Prov CDA 100,000 8.625 January 19, 2005 111,993 115,505
----------- ------------
126,322 130,590
----------- ------------
Total Assets Held for Investment Purposes $99,265,821 $109,852,501
----------- ------------
----------- ------------
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer
the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 26, 1996 The Vons Companies, Inc. 401(K) Savings Plan
--------------------------------------------
(Name of Plan)
/s/ Pamela K. Knous
--------------------------------------------
Pamela K. Knous
Chairman of the Pension and Profit Sharing
Investment Advisory Committee
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
<S> <C> <C>
24 Consent of KPMG Peat Marwick LLP
</TABLE>
<PAGE>
Exhibit 24
[This page appears on KPMG Peat Marwick LLP letterhead]
ACCOUNTANTS' CONSENT
--------------------
We consent to use of our report dated June 21, 1996 included in
The Vons Companies, Inc. 401(k) Savings Plan Form 11-K
incorporated by reference in the Registration Statement on Form S-8
and the related Prospectus pertaining to The Vons Companies, Inc.
401(k) Savings Plan.
/s/ KPMG Peat Marwick LLP
June 21, 1996
