SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____ to ____
Commission File Number 1-5392
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
AMERICAN STORES RETIREMENT ESTATES
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
AMERICAN STORES COMPANY
299 South Main
Salt Lake City, UT 84111
F-1
<PAGE>
The following financial statements of American Stores Retirement
Estates are submitted herewith:
INDEX
Report of Independent Auditors F-3
Statements of Net Assets Available for Benefits -
December 31, 1998 and 1997 F-4
Statements of Changes in Net Assets Available for Benefits -
Years ended December 31, 1998 and 1997 F-5
Notes to Financial Statements F-6 to F-15
The written consent of independent auditors required to be filed as an
exhibit to this report is included on page F-16.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the members of the American Stores Benefit Plans Committee have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
AMERICAN STORES COMPANY
June 25, 1999 By /s/ Paul Rowan
Paul Rowan
Senior Vice President
F-2
<PAGE>
Report of Independent Auditors
The Benefit Plans Committee
American Stores Retirement Estates
We have audited the accompanying statements of net assets available for benefits
of American Stores Retirement Estates as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits for the years
then ended. 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 Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the 1998 financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1998, is presented for purposes
of additional analysis and is not a required part of the 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. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
Salt Lake City, Utah
June 23, 1999
F-3
<PAGE>
American Stores Retirement Estates
Statements of Net Assets Available for Benefits
<TABLE>
December 31,
1998 1997
---------------- ------------------
(In Thousands)
<S> <C> <C>
ASSETS
Value of investments in the Master Trust:
American Stores Company Common Stock Fund $ 765,230 $ 382,495
Fixed Income Fund 320,457 295,262
Regular Fund 2,286,487 2,427,841
Short Maturity Fund 149,524 137,373
All Equity Fund 216,970 257,609
Loans to participants 135,450 128,601
---------------- ------------------
3,874,118 3,629,181
Value of investments in Mutual Funds 767,887 385,271
---------------- ------------------
Total value of investments 4,642,005 4,014,452
Receivable from American Stores Company 88,000 86,000
Interest and dividends receivable 1,843 1,716
---------------- ------------------
Net assets available for benefits $4,731,848 $4,102,168
================ ==================
See notes to financial statements.
</TABLE>
F-4
<PAGE>
American Stores Retirement Estates
Statements of Changes in Net Assets Available for Benefits
<TABLE>
Year ended December 31,
1998 1997
------------------- --------------------
(In Thousands)
<S> <C> <C>
Additions:
Contributions:
Participants $ 91,459 $ 90,354
American Stores Company 88,000 86,000
Forfeitures 3,791 1,252
------------------- --------------------
183,250 177,606
Income from investments in Master Trust:
American Stores Company
Common Stock Fund 315,118 6,729
Fixed Income Fund 24,625 22,747
Regular Fund 267,059 337,501
Short Maturity Fund 8,370 8,639
All Equity Fund 24,919 38,071
------------------- --------------------
640,091 413,687
Income from investments in Mutual Funds: 113,056 37,652
Transfers to other plans (7) (1,420)
Exchanges from other funds 3,557,001 3,118,408
------------------- --------------------
3,670,050 3,154,640
Deductions:
Withdrawals 301,183 231,526
Administrative fees 5,527 4,250
Exchanges to other funds 3,557,001 3,118,408
------------------- --------------------
3,863,711 3,354,184
------------------- --------------------
Net additions 629,680 391,749
Net assets available for benefits at beginning of year 4,102,168 3,710,419
------------------- --------------------
Net assets available for benefits at end of year $4,731,848 $4,102,168
=================== ====================
See notes to financial statements.
</TABLE>
F-5
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements
December 31, 1998
NOTE A - Summary of Significant Accounting Policies
Investments in Master Trust: Investments in the Master Trust Fund are stated at
fair value. The majority of investment values are ascertained from national
security exchanges. American Stores Company Common Stock, which is traded on
national securities exchanges, and other equity securities are valued within the
Master Trust Fund at the last reported sales price on the last business day of
the Plan year. All government and corporate debentures are valued at the last
reported sales price on the last business day of the Plan year on a national
security exchange plus any accrued interest within the Master Trust Fund. If
there are no such sales or listings on a national security exchange, alternative
sources are used. Loans to participants are stated at their outstanding
balances, which approximates fair value.
Investments in Mutual Funds: Investments in Mutual Funds represent the fair
value of the accumulated assets of 158 mutual fund options. The values of the
Mutual Funds are ascertained from independently published sources. The
investment amounts of each individual mutual fund are less than 5% of net assets
available for benefits and have been aggregated in the financial statements. The
income from investments in Mutual Funds is also aggregated and is not indicative
of the results of any individual fund.
Exchanges: Exchanges between investment fund options by participants are
recorded based upon the specific proceeds and cost of the investment at the date
of withdrawal or exchange.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
F-6
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE B - Description of Plan
American Stores Retirement Estates (the Plan) was authorized by the Board of
Directors of American Stores Company and was effective January 1, 1985 for the
benefit of certain employees of American Stores Company and its subsidiaries
(the Company). The Plan is a defined contribution profit sharing plan maintained
primarily for the purpose of providing retirement income for participants and is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Effective July 1, 1995, employees become eligible to participate in the Plan
upon completion of one year of service. Employees represented by labor
organizations are not eligible to participate in the Plan unless the Company and
the labor organization specifically agree to participation.
Plan participants may make personal deposits to the Plan on either or both a tax
deferred and an after-tax basis. Company contributions to the Plan are set each
year at the discretion of the Company's Board of Directors for the prior Plan
year and are irrevocable. The Company contributions and forfeitures are first
used to restore the previously forfeited accounts of rehired participants
pursuant to Plan provisions. The remainder of such contributions and forfeitures
are then allocated to Plan participants, as described below: one quarter is
allocated among participants who made personal deposits to the Plan, pro rata,
based upon the amounts of their deposits of up to 6% of compensation. Three
quarters are allocated among participants as follows: (i) each participant who
has received compensation in excess of the Social Security wage base for the
year is allocated an amount equal to such excess times the maximum amount
allowable under Code Section 401(1); and (ii) any amount remaining is allocated
among all participants in proportion to the total compensation of each for the
year. Allocations to collective bargaining unit employees are offset by
obligations of the Company to contribute to a collective bargaining unit plan. A
participant's compensation in excess of $160,000 (adjusted periodically) is
excluded in determining the amount of Company contribution and forfeitures
allocated to the participant.
Company contributions made on behalf of participants that are not based upon
deposits made by such participants vest on a graduated schedule. For all
participants who perform at least one hour of service in any year beginning on
or after January 1, 1989, the schedule commences with 30% at three years of
service and increases annually to full vesting at seven years of service (the
7-Year Vesting Schedule). Personal deposits of participants and Company
contribution allocations based upon personal deposits of participants fully vest
immediately.
F-7
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE B - Description of Plan (continued)
The Plan presently maintains five custom investment fund options within the
Master Trust in which participants may invest. The custom investment fund
options are as follows: (i) Company Stock Fund - consisting solely of American
Stores Company Common Stock. This fund provides a high degree of risk because of
the volatility generally associated with a single stock investment; (ii) Fixed
Income Fund - provides a low to moderate level of risk because of the diversity
of interest bearing government and corporate securities in the fund. This fund
contains both domestic and global investments; (iii) Regular Fund - provides
moderate risk because of the balance between stocks and fixed income
investments. The fund is diversified across industry sectors and types of equity
and fixed income securities and contains both domestic and global investments;
(iv) Short Maturity Fund - provides a very low level of risk because of the
high-quality, short-maturity fixed income investments included in the fund; (v)
All Equity Fund provides a moderate to high level of risk. The All Equity fund
is diversified across industry sectors and contains both domestic and global
equity investments. On October 1, 1996, the plan began offering a broad range of
Mutual Funds. The Mutual Funds are managed by a variety of fund managers. The
investment objectives are stated by each fund and vary from fund to fund. The
investment objectives of each fund have been communicated to each plan
participant. As of December 31, 1998, the plan offered 158 Mutual Fund options
from 21 investment companies, all of which had activity during the year.
Participants may apportion their deposits between more than one investment fund
option and can change their current deposit investment mix as often as desired.
Existing participant account balances can be exchanged between investment fund
options once per day, except for the American Stores Common Stock Fund. For the
American Stores Common Stock Fund, participants may make investment fund
exchanges once a day, as long as those exchanges are in the same direction,
i.e., into or out of the fund. However, exchanges in the opposite direction
cannot be made until 30 days from the last exchange.
Each participant's share of the Company contribution and forfeitures is
automatically invested according to their current deposit investment mix.
Participants not making personal deposits may specify an investment option for
the Company contribution. If a specification is not made, the Company
contribution will be invested in the Short Maturity Fund.
Usual and customary investment manager fees, trustee fees, and all outside
administrative costs are paid by the Plan.
F-8
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE B - Description of Plan (concluded)
The number of participants investing in each custom fund option and in Mutual
Funds in total (a participant can invest in more than one fund option and in
more than one mutual fund) at December 31, 1998 was:
Investment Fund Option Participants
---------------------- ------------
American Stores Company Common Stock Fund 17,207
Fixed Income Fund 24,200
Regular Fund 35,483
Short Maturity Fund 15,730
All Equity Fund 11,422
Mutual Funds 34,420
Upon separation from service, participants can elect to withdraw balances either
in a lump sum or in installments, or the balances can be left in the Plan.
Individuals who transferred amounts to the Plan which are attributable to the
former American Stores Company Retirement Plan may receive their entire Plan
account balance as a deferred annuity. Active employees may withdraw after-tax
personal deposits at any time, but may only withdraw tax deferred personal
deposits upon the occurrence of an extreme financial hardship. Participants may
also obtain loans from the Plan within certain limits.
NOTE C - Investments
All of the Plan's assets are held by Fidelity Management Trust Company, the
Trustee of the Plan, which executes all transactions therein under the direction
of the Benefit Plans Committee. The majority of the Plan's assets are held in a
Master Trust (84% as of December 31, 1998). The remaining assets are invested in
Mutual Funds.
The assets held in the Master Trust are commingled with assets of another
benefit plan. The Company's benefit plans participating in the Master Trust
collectively own, through the Master Trust, the assets based upon investment
percentages. Participant transaction activity is designated to specific plans.
Accordingly, each plan's investment percentage in the Master Trust changes
regularly. Income earned by the Master Trust is allocated to the plans based
upon the investment percentage on the day the income is earned.
F-9
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE C - Investments (continued)
ASRE's investment percentages of each fund in the Master Trust at December 31,
are:
1998 1997
------------------ -----------------
American Stores Company
Common Stock Fund 20% 11%
Fixed Income Fund 8% 8%
Regular Fund 59% 67%
Short Maturity Fund 4% 4%
All Equity Fund 6% 7%
Participant Loans 3% 3%
The total assets, liabilities and results of operations of the Master Trust are
as follows:
December 31,
1998 1997
---------------- ------------------
(In Thousands)
Assets $3,890,078 $3,638,128
Liabilities 14,377 7,435
---------------- ------------------
Net Assets in Master Trust $3,875,701 $3,630,693
================ ==================
Change in Net Assets $ 245,008 $ 123,115
================ ==================
The cost of investments for ASRE at December 31, 1998 and 1997 are as follows:
<TABLE>
Number of Shares Cost of Investments
1998 1997 1998 1997
------------- ------------ --------------- ---------------
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
American Stores Company
Common Stock Fund 20,511 18,525 $ 411,379 $ 288,467
Fixed Income Fund 249,038 235,525
Regular Fund 1,461,909 1,689,183
Short Maturity Fund 132,117 123,586
All Equity Fund 147,891 186,897
Mutual Funds 692,434 379,346
--------------- ---------------
$3,094,768 $2,903,004
=============== ===============
</TABLE>
F-10
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE C - Investments (concluded)
The net unrealized appreciation for ASRE in the aggregate from cost to fair
value of investments are as follows:
(In Thousands)
Net unrealized appreciation at December 31, 1996 $ 758,459
Net 1997 unrealized appreciation 226,104
------------------------
Net unrealized appreciation at December 31, 1997 984,563
Net 1998 unrealized appreciation 429,067
========================
Net unrealized appreciation at December 31, 1998 $1,413,630
========================
Unrealized appreciation for the year is the difference between the fair values
at the beginning and the end of the year.
NOTE D - Financial Instruments
Certain Plan investment managers invest in derivative foreign exchange forward
contracts for purposes of hedging or moderating the currency risks associated
with holding investments denominated in foreign currencies. Foreign exchange
forward contracts represent agreements to exchange the currency of one country
for the currency of another country at an agreed-upon price, on an agreed-upon
settlement date. Contracts are generally taken for periods ranging from 30 to 90
days, then renewed, generally, if the Plan continues to hold the underlying
foreign investment. Each investment manager's usage of such derivative financial
instruments is limited by the Plan's contractual investment guidelines which
prohibit the speculative or leveraged use of derivatives.
F-11
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE D - Financial Instruments (continued)
Foreign exchange forward contracts are stated at fair value, under the heading
of `Value of Investments in the Master Trust' in the Statements of Net Assets
Available for Benefits, which represents the amounts that the Plan would be
required to pay, at December 31, 1998, to cancel the contracts or transfer them
to other parties.
The notional or contract amounts of foreign exchange forward contracts are not
recorded as assets or liabilities on the Statements of Net Assets Available for
Benefits and do not represent the potential gain or loss associated with such
transactions.
At December 31, 1998, the Plan had the following open foreign exchange forward
contracts:
Forward Contracts to Sell Foreign Currencies and Buy U.S. Dollars
Notional Amount Fair Value
---------------------------- --------------------------
(In Thousands)
Fixed Income Fund $17,238 $ 47
Regular Fund 48,972 (218)
All Equity Fund 531 (52)
============================ ==========================
$66,741 $(223)
============================ ==========================
Forward Contracts to Buy Foreign Currencies and Sell U.S. Dollars
Notional Amount Fair Value
----------------------------- -------------------------
(In Thousands)
Fixed Income Fund $18,924 $ (69)
Regular Fund 50,981 (190)
All Equity Fund 160 (1)
============================== ========================
$70,065 $(260)
============================== ========================
Credit risk represents the Plan's potential loss on foreign exchange forward
contracts if all counterparties to such contracts fail to perform according to
the terms of the contract. Credit risk is calculated using year-end currency
exchange rates. Historically, there have not been any losses associated with
counterparty non-performance on foreign exchange forward contracts. Exposure to
loss on these contracts will increase or decrease over the lives of the
contracts as currency exchange rates fluctuate.
F-12
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE D - Financial Instruments (concluded)
At December 31, 1998, credit risk related to these contracts was as follows:
(In Thousands)
Fixed Income Fund $ 289
Regular Fund 1,904
=====================
$2,193
=====================
NOTE E - Allocation of Plan Assets to Investment Fund Options
<TABLE>
<S> <C> <C> <C> <C>
Receivable
from Interest and Net Assets
Investment Fund Option American Stores Dividends Available for Plan
Investments Company* Receivable Benefits
- -------------------------- ------------------- ---------------------- ---------------------- ---------------------
(In Thousands)
As of December 31, 1998:
ASC Common
Stock Fund $ 765,230 $ $1,843 $ 767,073
Fixed Income Fund 320,457 320,457
Regular Fund 2,286,487 2,286,487
Short Maturity Fund 149,524 149,524
All Equity Fund 216,970 216,970
Mutual Funds 767,887 - - 767,887
Company Contribution 88,000 88,000
Loans to Participants 135,450 - 135,450
------------------- ---------------------- --------------------- ----------------------
Total $4,642,005 $88,000 $1,843 $4,731,848
=================== ====================== ===================== ======================
As of December 31, 1997:
ASC Common
Stock Fund $ 382,495 $10,522 $1,716 $ 394,733
Fixed Income Fund 295,262 7,544 302,806
Regular Fund 2,427,841 37,347 2,465,188
Short Maturity Fund 137,373 8,294 145,667
All Equity Fund 257,609 10,270 267,879
Mutual Funds 385,271 12,023 - 397,294
Loans to Participants 128,601 - - 128,601
------------------- ---------------------- --------------------- ----------------------
Total $4,014,452 $86,000 $1,716 $4,102,168
=================== ====================== ===================== ======================
* Balances reclassified to reflect actual allocations for 1997.
</TABLE>
F-13
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (continued)
NOTE F - Allocation of Plan Income and Changes in Plan Assets to Investment
Fund Options
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income from
Participant Company Investment in Transfers Withdrawals Exchange of Admini- Net
Year Ended Contri- Contri- Master Trust (to)from less For- Participant Holdings strative Additions
December 31, 1998 butions butions* & Mutual Funds Other Plans feitures Additions Deductions Fees (Deductions)
-----------------------------------------------------------------------------------------------------------------
(In Thousands)
ASC Common Stock
Fund $11,389 $ - $315,118 $ (26) $ (22,802) $ 290,803 $ (218,280) $ (885) $ 375,317
Fixed Income Fund 8,005 - 24,625 - (32,693) 144,996 (125,310) (594) 19,029
Regular Fund 38,970 - 267,059 (4) (157,620) 203,904 (522,095) (3,026) (172,812)
Short Maturity Fund 3,578 - 8,370 - (19,356) 373,832 (361,971) (237) 4,216
All Equity Fund 10,907 - 24,919 - (14,877) 64,104 (135,300) (437) (50,684)
Mutual Funds 18,610 - 113,056 23 (43,986) 2,479,362 (2,194,045) (348) 372,672
Company
Contribution - 88,000 - - - - - - 88,000
Loan Defaults - - - - (6,058) - - - (6,058)
- ------------------------------------------------------------------------------------------------------------------------------------
Total $91,459 $88,000 $753,147 $ (7) $(297,392) $3,557,001 $(3,557,001) $(5,527) $ 629,680
====================================================================================================================================
Year Ended
December 31, 1997
ASC Common Stock
Fund $11,888 $10,522 $ 6,729 $ (71) $ (15,496) $ 850,722 $ (779,515) $ (673) $ 84,106
Fixed Income Fund 8,897 7,544 22,747 (603) (26,012) 74,206 (103,299) (441) (16,961)
Regular Fund 44,049 37,347 337,501 (418) (142,926) 296,637 (507,074) (2,585) 62,531
Short Maturity Fund 3,023 8,294 8,639 (32) (16,187) 530,774 (540,392) (152) (6,033)
All Equity Fund 13,239 10,270 38,071 (269) (13,763) 181,404 (227,952) (399) 601
Mutual Funds 9,258 12,023 37,652 (27) (11,038) 1,184,665 (960,176) - 272,357
Loan Defaults - - - - (4,852) - - - (4,852)
- -------------------=================================================================================================================
Total $90,354 $86,000 $451,339 $(1,420) $(230,274) $3,118,408 $(3,118,408) $(4,250) $ 391,749
====================================================================================================================================
* Balances reclassified to reflect actual allocations for 1997.
</TABLE>
F-14
<PAGE>
American Stores Retirement Estates
Notes to Financial Statements (concluded)
NOTE G - Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated May 9, 1995, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the
IRC to maintain its qualification. The Plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the IRC and,
therefore, believes that the Plan is qualified and the related trust is tax
exempt.
NOTE H - Transactions with Parties-in-Interest
During 1998 and 1997, the ASC Stock Fund received $6,611,903 and $5,380,059,
respectively, in common stock dividends from American Stores Company.
NOTE I - Merger of American Stores Company with Albertson's Inc.
On June 23, 1999, the Company finalized a merger agreement with Albertson's Inc.
The Company became a wholly-owned subsidiary of Albertson's and each share of
American Stores Company common stock held in the American Stores Company Common
Stock Fund was converted into 0.63 shares of Albertson's Common Stock in
accordance with the merger agreement. Contributions previously directed to the
ASC Common Stock Fund will be invested in Albertson's Common Stock.
NOTE J - Year 2000 (unaudited)
The Company has determined that it will be necessary to take certain steps in
order to ensure that the Plan's information systems are prepared to handle year
2000 dates. The Company is taking a two phase approach. The first phase
addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Company believes that it has substantially
completed this phase of the project. Costs associated with modifying software
and equipment are not estimated to be significant and will be paid by the
Company.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
developed plans to address year 2000 as they relate to the Plan's operations.
All third party service providers have indicated that they will be year 2000
compliant by late 1999. If modification of data processing systems of either the
Plan, the Company, or its service providers are not completed timely, the year
2000 problem could have a material impact on the operations of the Plan.
Contingency plans are expected to involve manual work arounds.
F-15
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-25613) pertaining to the American Stores Retirement Estates of our
report dated June 23, 1999, with respect to the financial statements and
schedule of the American Stores Retirement Estates included in this Annual
Report (Form 11-K) for the year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
Salt Lake City, Utah
June 23, 1999
F-16
