<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SUPERVALU INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-0617000
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11840 VALLEY VIEW ROAD, EDEN PRAIRIE, MINNESOTA 55344
(612) 828-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
MICHAEL W. WRIGHT
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUPERVALU INC.
P.O. BOX 990
MINNEAPOLIS, MINNESOTA 55440
(612) 828-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
TERESA H. JOHNSON
CORPORATE SECRETARY
SUPERVALU INC.
P.O. BOX 990
MINNEAPOLIS, MINNESOTA 55440
GARY L. TYGESSON (612) 828-4000 JOHN T. BOSTELMAN
DORSEY & WHITNEY SULLIVAN & CROMWELL
220 SOUTH SIXTH STREET 250 PARK AVENUE
MINNEAPOLIS, MINNESOTA 55402-1498 NEW YORK, NEW YORK 10177
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time
after the effective date of this Registration Statement as registrant shall
determine based on market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
PROPOSED
TITLE OF EACH MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities......... $400,000,000(1)(2) 100%(3) $400,000,000(2)(3) $137,932
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</TABLE>
(1) Aggregate principal amount of Debt Securities or, if any Debt Securities
are issued at original issue discount, such greater principal amount of
Debt Securities as shall result in an aggregate initial offering price of
$400,000,000.
(2) In U.S. dollars or equivalent thereof in foreign denominated currency or
composite currency.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 10, 1994
LOGO
DEBT SECURITIES
-----------
SUPERVALU INC. (the "Company") may offer from time to time its debt
securities consisting of debentures, notes and/or other unsecured evidences of
indebtedness ("Debt Securities") at an aggregate initial offering price of not
more than $400,000,000 or, if applicable, the equivalent thereof in any other
currency or currencies. The Debt Securities may be offered as separate series
in amounts, at prices and on terms to be determined at the time of sale and to
be set forth in supplements to this Prospectus. The Company may sell Debt
Securities to or through underwriters, and also may sell Debt Securities
directly to other purchasers or through agents. See "Plan of Distribution".
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, rate (which
may be fixed or variable) and time of payment of interest, if any, terms for
redemption at the option of the Company or the holder, terms for sinking fund
payments, the initial public offering price, the names of any underwriters or
agents, the principal amounts, if any, to be purchased by underwriters, the
compensation, if any, of such underwriters or agents and any other terms in
connection with the offering and sale of the Debt Securities in respect of
which this Prospectus is being delivered, are set forth in the accompanying
Prospectus Supplement ("Prospectus Supplement"). As used herein, Debt
Securities shall include securities denominated in United States dollars or, at
the option of the Company and if so specified in an applicable Prospectus
Supplement, in any foreign currency or in composite currencies or in amounts
determined by reference to an index.
The Debt Securities may be issued in registered form ("Registered Debt
Securities") or bearer form ("Bearer Debt Securities") with coupons attached or
both. In addition, all or a portion of the Debt Securities of a series may be
issuable in permanent global form. Bearer Debt Securities may be offered only
to non-United States persons and to offices located outside the United States
of certain United States financial institutions.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------
THE DATE OF THIS PROSPECTUS IS , 1994
<PAGE>
UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERMS "SUPERVALU" AND THE
"COMPANY", AS USED IN THIS PROSPECTUS, MEAN SUPERVALU INC. AND ITS
SUBSIDIARIES.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at Seven
World Trade Center, Suite 1300, New York, New York 10048 and 1400 Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained by mail from the Public Reference Branch of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, reports, proxy statements and other information concerning
the Company may be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
SUPERVALU has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of which this Prospectus constitutes a part. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-5418) are
incorporated herein by reference:
1. SUPERVALU's Annual Report on Form 10-K for the 52 weeks ended
February 26, 1994.
2. SUPERVALU's Quarterly Reports on Form 10-Q for the 16 weeks ended
June 18, 1994 and the twelve weeks ended September 10, 1994 and
SUPERVALU's Current Reports on Form 8-K dated July 14, 1994 and July
20, 1994.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the respective dates of filing of such documents.
Any statement contained herein or in a document all or part of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any document subsequently filed with the
Commission which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this Prospectus
is delivered, upon the written or oral request of such person, a copy of any or
all of the foregoing documents incorporated herein by reference (not including
exhibits thereto unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates).
Requests for such copies should be directed to Teresa H. Johnson, Corporate
Secretary, SUPERVALU INC., P.O. Box 990, Minneapolis, Minnesota 55440,
telephone number: (612) 828-4000.
2
<PAGE>
THE COMPANY
The Company is a leading food wholesaler and approximately the 12th largest
food retailer in the nation. It is primarily engaged in the business of selling
food and nonfood products at wholesale to approximately 4,650 stores in 47
states. In addition, the Company operates approximately 300 retail food
supermarkets, discount food superstores, supercenters, combination stores,
limited assortment and other stores. Information in this Prospectus regarding
the number of stores supplied and operated by SUPERVALU is as of September 10,
1994. The Company's fiscal year ends on the last Saturday in February of that
year.
SUPERVALU INC. is a corporation organized under the laws of Delaware as a
successor to two wholesale grocery firms established in the 1870's. The
Company's principal executive offices are located at 11840 Valley View Road,
Eden Prairie, Minnesota 55344, telephone number: (612) 828-4000.
USE OF PROCEEDS
The Company intends to utilize the net proceeds from the issue and sale of
the Debt Securities offered hereby to repay short-term and other indebtedness,
to finance possible acquisitions and for other general corporate purposes.
3
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of SUPERVALU as of
September 10, 1994:
<TABLE>
<CAPTION>
SEPTEMBER 10,
1994
-------------
(IN
THOUSANDS)
<S> <C>
Short-term debt:
Notes payable................................................... $ 214,358
Current maturities of long-term debt............................ 10,454
Current obligations under capital leases........................ 18,838
----------
Total short-term debt......................................... 243,650
Long-term debt:
Long-term debt.................................................. 1,198,902
Long-term obligations under capital leases...................... 273,762
----------
Total long-term debt.......................................... 1,472,664
Stockholders' equity:
Preferred stock................................................. 5,908
Common stock.................................................... 75,335
Capital in excess of par value.................................. 13,314
Retained earnings............................................... 1,310,745
Treasury stock, at cost......................................... (107,593)
----------
Total stockholders' equity.................................... $1,297,709
==========
Total capitalization........................................ $3,014,023
==========
</TABLE>
4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth selected consolidated financial information
which was selected or derived from the financial statements and notes thereto
of SUPERVALU. The unaudited interim period financial information, in the
opinion of the Company, includes all adjustments necessary for fair
presentation for the periods shown. The results for the first half of fiscal
1995 (28 weeks) ended September 10, 1994 are not necessarily indicative of the
results to be expected for the full fiscal year. The information set forth
below is qualified in its entirety by and should be read in conjunction with
the detailed information and consolidated financial statements, including the
notes thereto, included in SUPERVALU's Annual Report on Form 10-K for the
fiscal year ended February 26, 1994 and Quarterly Report on Form 10-Q for the
twelve weeks ended September 10, 1994 incorporated by reference in and made
part of this Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------------------------------
FIRST HALF (28 WEEKS) ENDED (52 WEEKS) (53 WEEKS) (52 WEEKS)
--------------------------- ------------------------- ------------ -------------------------
SEPTEMBER 10, SEPTEMBER 11, FEBRUARY 26, FEBRUARY 27, FEBRUARY 29, FEBRUARY 23, FEBRUARY 24,
1994 1993 1994 1993(3) 1992(4) 1991 1990
------------- ------------- ------------ ------------ ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
DATA
Net sales.............. $8,764,840 $8,579,607 $15,936,925 $12,568,000 $10,632,301 $10,104,899 $9,734,811
Costs and expenses:
Cost of sales.......... 7,990,435 7,849,474 14,523,434 11,531,394 9,807,633 9,360,886 9,043,953
Selling and
administrative
expenses.............. 584,942 540,626 1,044,433 746,857 583,789 531,972 484,586
Interest, net.......... 54,508 50,713 89,767 54,203 34,320 31,441 33,104
Equity in earnings of
ShopKo................ 3,575 3,610 14,789 23,072 32,176 45,080 42,562
Gain on sale of ShopKo
stock................. -- -- -- -- 84,105 -- --
Earnings before income
taxes and accounting
change................ 138,530 142,404 294,080 258,618 322,840 225,680 215,730
Net earnings........... 84,128 87,408 185,253 164,526 194,377 155,136 147,746
BALANCE SHEET DATA
Current assets......... $1,710,839 $1,588,045 $ 1,563,313 $ 1,573,593 $ 1,163,270 $ 884,894 $ 843,973
Working capital(1)..... 422,806 430,880 452,121 361,093 534,182 196,217 188,139
Total assets........... 4,484,009 4,037,195 4,042,351 4,064,189 2,484,300 2,401,357 2,239,900
Long-term debt and
capital leases........ 1,472,664 1,334,761 1,262,995 1,347,386 608,241 567,444 549,694
Total stockholders'
equity................ 1,297,709 1,198,826 1,275,458 1,134,820 1,030,981 978,678 869,891
PER SHARE DATA
Earnings per common
share before
accounting change..... $ 1.18 $ 1.22 $ 2.58 $ 2.31 $ 2.78 $ 2.06 $ 1.97
Cash dividend per
common share.......... $ 0.455 $ 0.415 $ .85 1/2 $ .76 1/2 $ .70 1/2 $ .64 1/2 $ .58 1/2
Book value (at period
end).................. $ 18.16 $ 16.68 $ 17.70 $ 15.84 $ 14.35 $ 13.01 $ 11.59
RATIO OF EARNINGS TO
FIXED CHARGES(2)....... 2.78 2.88 3.08 3.70 5.08 3.83 3.75
</TABLE>
- --------
(1) Calculated after adding back the LIFO reserve.
(2) Earnings used to calculate the ratio of earnings to fixed charges consist
of earnings from operations before income taxes, adjusted for the portion
of fixed charges deducted from such earnings and for SUPERVALU's share of
undistributed earnings of ShopKo Stores, Inc. Fixed charges consist of
interest on all indebtedness (including capital lease obligations),
amortization of debt expense and the portion of interest expense on
operating leases deemed representative of the interest factor. Ratios are
presented on a consolidated basis.
(3) Fiscal year ended February 27, 1993 includes the results of Wetterau
Incorporated from October 31, 1992 through year end. Wetterau Incorporated
was purchased for approximately $1.1 billion; such purchase was financed
through the issuance and assumption of debt.
(4) Fiscal year ended February 29, 1992 includes a $51 million after tax gain
on the sale of 54% of the Company's interest in ShopKo Stores, Inc.
5
<PAGE>
BUSINESS
OVERVIEW
The Company is a leading food wholesaler and approximately the 12th largest
food retailer in the nation. It is primarily engaged in the business of selling
food and nonfood products at wholesale to approximately 4,650 stores in 47
states. In addition, the Company operates approximately 300 retail food
supermarkets, discount food superstores, supercenters, combination stores,
limited assortment and other stores, primarily under the names of Cub Foods,
Shop 'n Save, bigg's, bigg's Foods, Save-A-Lot, Scott's, Laneco, Hornbacher's,
Twin Valu, Ultra IGA and MAX CLUB. Information in this Prospectus regarding the
number of stores supplied and operated by SUPERVALU is as of September 10,
1994.
In 1991 SUPERVALU began the implementation of a strategy to focus on its core
food distribution and retailing business segments. The Company executed the
first major step of this strategy in October 1991 with the sale of 54% of
SUPERVALU's interest in ShopKo Stores, Inc. ("ShopKo"), its discount general
merchandise subsidiary, through an initial public offering. SUPERVALU continues
to own a 46% interest in ShopKo which, at September 1, 1994, operated 122
discount department stores in 15 states. The proceeds generated in connection
with the sale of ShopKo were used initially to reduce debt and subsequently
reinvested in the acquisition of Wetterau Incorporated ("Wetterau").
In October 1992, the Company completed the acquisition of Wetterau, resulting
in a significant expansion of the geographic market and customer base compared
with that previously served by SUPERVALU's food wholesale and retail
operations. In fiscal 1994, the Company completed the integration of Wetterau's
administrative and support services and combined or closed a number of
distribution operations to eliminate inefficiencies and overlap. The Company
continues to evaluate and implement further consolidations, as well as other
strategies, to improve efficiencies in its distribution operations.
In March 1994, the Company acquired Sweet Life Foods, Inc., a privately owned
grocery wholesale distributor serving Massachusetts, Connecticut, Maine and
Eastern New York. This acquisition further strengthened the Company's customer
base by adding 280 additional stores as customers in the New England States.
In May 1994, the Company acquired the assets of Wetterau Properties Inc.
("WPI"), a publicly owned real estate investment trust which was formed by
Wetterau prior to the Company's acquisition of Wetterau. Most of the properties
owned by WPI had been acquired from and leased back to Wetterau; the Company
was the tenant for all but one of the properties acquired from WPI in the
transaction.
In August 1994, the Company acquired Hyper Shoppes, Inc. ("Hyper Shoppes"),
which operates five bigg's supercenters and two bigg's discount food
superstores in the Cincinnati, Louisville and Denver markets. Prior to the
acquisition, SUPERVALU held a minority ownership interest in Hyper Shoppes and
was the principal supplier to the bigg's stores. The Company has also made
other smaller acquisitions from time to time to further the growth of its food
distribution, retailing and bakery operations.
The Company has initiated a project called SUPERVALU Advantage which is aimed
at changing the Company's business operations by investing in new technology,
logistics methods and business practices. The objectives of SUPERVALU Advantage
are to remove costs from the system and to build capabilities that will
facilitate sales. The Company incurred expenses of approximately $6.7 million
in the first half of fiscal 1995 in connection with the project, primarily
studying the fundamentals of the Company's business and the industry, and the
Company expects to incur additional expenses of approximately $9 million for
the remainder of fiscal 1995. The Company anticipates an increase in expenses
related to this initiative in fiscal 1996. It is the Company's intent to make
capital investments
6
<PAGE>
of about $175 million in implementing SUPERVALU Advantage, with the majority of
such expenditures occurring in fiscal 1996. The monies will be used primarily
to fund regional facilities, technology and various mechanization systems. The
Company expects that this investment in SUPERVALU Advantage will be funded
primarily by reductions in inventory levels.
FOOD DISTRIBUTION OPERATIONS
SUPERVALU's food distribution divisions sell food and nonfood products at
wholesale and offer a variety of retail support services to independently owned
retail food stores. SUPERVALU's 25 food distribution divisions and four general
merchandise divisions are the principal suppliers to approximately 4,650 retail
grocery and general merchandise stores.
Retail food stores served by the Company range in size from small convenience
stores to 200,000 square foot supercenters. The Company's wholesale customer
base includes single and multiple store independent operators, affiliated
stores, regional chains and Company owned stores, operating in a variety of
formats including limited assortment stores, discount food stores, conventional
and upscale supermarkets and combination stores.
In addition to supplying food and other merchandise, SUPERVALU offers such
retail support services as store management assistance, computerized inventory
control and ordering services, accounting and payroll services, financial and
budget planning, building design and construction services, assistance in
selection and purchasing or leasing of store sites, advertising, promotional
and merchandising assistance, consumer and market research, financing and
others. Certain Company subsidiaries operate as insurance agencies and provide
comprehensive insurance programs to the Company's affiliated retailers.
Separate charges are made for most, but not all, of these services.
SUPERVALU may provide financial assistance to retail stores served or to be
served by it, including the acquisition and subleasing of store properties, the
making of direct loans and the providing of guarantees or other forms of
financing. In general, loans made by the Company to independent retailers are
secured by liens on inventory and/or equipment, by personal guarantees and by
other security. When the Company subleases store properties to retailers, the
rentals are generally as high or higher than those paid by the Company.
Hazelwood Farms Bakeries, Inc., a subsidiary, manufactures frozen dough and
bakery products primarily for the in-store bakery market, and has customers in
all 50 states as well as Canada and Mexico. Its customer base consists of
wholesale food distributors, supermarket chains (including company-owned,
affiliated and non-affiliated stores), fast food chains and institutional food
service companies.
RETAIL FOOD OPERATIONS
The Company's retail businesses operate approximately 300 retail stores under
several formats, including food supermarkets, discount food superstores,
supercenters, combination stores, limited assortment and other stores. These
diverse formats enable the Company to operate in a variety of markets under
widely differing competitive circumstances.
The Company's retail stores operated under the following principal formats as
of September 10, 1994:
Cub Foods consists of 112 discount food superstores, 56 of which are
franchised to independent retailers and 56 of which are corporately
operated, including two Cub Foods stores operated by Scott's, as discussed
below. During the second half of fiscal 1995 two corporate stores and one
franchised store are scheduled to open and two corporate stores are
scheduled to be relocated. The Company has also developed a prototype
format called Cub Too!, a 28,000 square foot store which is designed to
supplement the traditional Cub Foods format within existing markets. One
Cub Too! store was opened during fiscal 1994.
Shop 'n Save consists of 28 discount food stores located in Eastern
Missouri and Southern Illinois; one new replacement store and five
remodeling projects are planned for fiscal 1995.
7
<PAGE>
Save-A-Lot is the Company's combined wholesale and retail limited
assortment operation. There are 455 Save-A-Lot limited assortment stores of
which 103 are corporately operated. This includes 27 stores in the Dallas-
Ft. Worth, Texas market which were acquired from Texas T in May 1994. Save-
A-Lot projects adding 27 stores during the remainder of fiscal 1995
including five corporately owned stores.
Scott's Foods is a 16-store group (which includes two Cub Foods stores
discussed above) located in the Fort Wayne, Indiana area. One new store is
opening in the third quarter of fiscal 1995.
The Company's Laneco division operates a diverse mix of 50 retail outlets
comprised predominantly of supermarkets and supercenters, together with
discount department stores, discount food stores, drug stores and craft
stores. These stores operate mainly under the Laneco, Foodlane, Ultra IGA
and Price Slasher names and formats. No new stores are planned for fiscal
1995.
Hornbacher's is a five-store group located in the Fargo, North Dakota
marketplace, which includes one new store opened in the first quarter of
fiscal 1995.
Twin Valu consists of two 180,000 square foot supercenter formats in the
Cleveland, Ohio area, together with two Twin Valu Foods stores which were
opened in fiscal 1993. No new stores are planned for fiscal 1995.
MAX CLUB consists of two 70,000 square foot corporately-operated
membership warehouse clubs in Arizona. The Company is opening two
additional stores in the third quarter of fiscal 1995.
The Company also operates five bigg's superstores and two bigg's discount
food superstores in the Cincinnati, Louisville and Denver markets which were
acquired in August 1994. Other formats operated by the Company include County
Market, SUPERVALU, IGA, Foodland and others.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Offered Debt Securities.
The Debt Securities are to be issued under an Indenture dated as of July 1,
1987, as supplemented by the First Supplemental Indenture dated as of August 1,
1990, the Second Supplemental Indenture dated as of October 1, 1992 and the
Third Supplemental Indenture dated as of November 1, 1994 (as so supplemented,
the "Indenture"), between SUPERVALU and Bankers Trust Company, as Trustee (the
"Trustee"), which Indenture is an exhibit to the Registration Statement. The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions therein of
certain terms. Wherever particular provisions or defined terms of the Indenture
are referred to, such provisions or defined terms are incorporated herein by
reference. Capitalized terms not otherwise defined herein shall have the
meaning given to them in the Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company and will
rank pari passu with all other unsecured and unsubordinated indebtedness of the
Company.
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms, when
applicable, of the Offered Debt Securities: (a) the
8
<PAGE>
designation of the Offered Debt Securities; (b) any limit on the aggregate
principal amount of the Offered Debt Securities; (c) the date or dates on which
the Offered Debt Securities will mature; (d) whether the Offered Debt
Securities are to be issued as Registered Debt Securities or Bearer Debt
Securities (with or without coupons) or both, and restrictions applicable to
the exchange of one form for another and to the offer, sale and delivery of
Bearer Debt Securities; (e) whether the Offered Debt Securities are to be
issued in whole or in part in the form of one or more Global Securities and, if
so, the identity of the Depositary for such Global Security or Securities and
the circumstances under which any such Global Security may be exchanged for
Securities registered in the name of, and any transfer of such Global Security
may be registered to, a Person other than such Depositary or its nominee; (f)
the rate or rates (which may be fixed or variable) per annum at which the
Offered Debt Securities will bear interest, if any, and the date from which
such interest will accrue; (g) the dates on which such interest, if any, will
be payable and the Regular Record Dates for such Interest Payment Dates; (h)
any mandatory or optional sinking fund or purchase fund or analogous
provisions; (i) if applicable, the date after which and the price or prices at
which the Offered Debt Securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed at the option of the Company or the Holder
thereof and the other detailed terms and provisions of such optional or
mandatory redemption; (j) if other than the principal amount thereof, the
portion of the principal amount of such Offered Debt Securities which shall be
payable upon declaration of acceleration of the maturity thereof; (k) the
denominations in which any Offered Debt Securities which are Registered Debt
Securities will be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination in which any Offered Debt
Securities which are Bearer Debt Securities will be issuable, if other than
denominations of $5,000; (l) the currency or currencies of denomination and
payment of principal of and any premium and interest on the Offered Debt
Securities; (m) any index used to determine the amount of payments of principal
of and any premium and interest on the Offered Debt Securities; (n) if
principal of or interest on the Offered Debt Securities is denominated or
payable in a currency or currencies other than the United States dollar,
whether and under what terms and conditions the Company may defease the Offered
Debt Securities; and (o) any other terms of the Offered Debt Securities.
(Section 301)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal of and premium, if any, and interest, if any, on the Offered Debt
Securities will be payable at the office of the Trustee at Four Albany Street,
New York, New York 10006. At the option of the Company, payment of interest on
Registered Debt Securities may be made by check mailed to the address of the
Person entitled thereto as it appears in the Security Register. (Sections 301
and 1002)
Debt Securities may be presented for exchange, and Registered Debt Securities
may be presented for transfer in the manner, at the places and subject to the
restrictions set forth in the Debt Securities and the Prospectus Supplement.
Such services will be provided without charge, other than any tax or other
governmental charge payable in connection therewith, but subject to the
limitations provided in the Indenture. Bearer Debt Securities and the coupons,
if any, appertaining thereto will be transferable by delivery.
Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Debt Securities are Original Issue Discount
Securities, the special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the maturity thereof upon the occurrence of
an Event of Default and the continuation thereof.
GLOBAL SECURITIES
The Offered Debt Securities may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
Depositary identified in the applicable Prospectus Supplement or Prospectus
Supplements. Unless otherwise indicated in the applicable Prospectus Supplement
or Prospectus Supplements, Global Securities will be issued in registered form.
(Section 305) The specific terms of the depositary arrangement with respect to
any Offered Debt Securities will be described in the applicable Prospectus
Supplement or Prospectus Supplements.
9
<PAGE>
OPTIONAL REDEMPTION
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any optional redemption provisions relating to such
Offered Debt Securities.
SINKING FUND
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any sinking fund provisions relating to such
Offered Debt Securities.
CERTAIN COVENANTS OF THE COMPANY
Restrictions on Liens. The Indenture provides that the Company will not, and
will not permit any Domestic Subsidiary (as defined) to, issue, assume or
guarantee any indebtedness for money borrowed (herein referred to as "Debt") if
such Debt is secured by any mortgage, security interest, pledge, lien or other
encumbrance (herein referred to as a "mortgage") upon any Operating Property
(as defined) of the Company or any Domestic Subsidiary or any shares of stock
or indebtedness of any Domestic Subsidiary, whether owned at the date of the
Indenture or thereafter acquired, without effectively securing the Debt
Securities equally and ratably with such Debt. The foregoing restriction does
not apply to (i) mortgages on any property acquired, constructed or improved
after July 1, 1987, which are created or assumed within 180 days after such
acquisition, construction or improvement (or within six months thereafter
pursuant to a firm commitment for financing arrangements entered into within
such 180-day period) to secure or provide for the payment of the purchase price
or cost thereof incurred after July 1, 1987, or mortgages existing on property
at the time of its acquisition (including acquisition through merger or
consolidation); (ii) mortgages on property of any corporation existing at the
time it becomes a Domestic Subsidiary; (iii) mortgages to secure Debt of a
Domestic Subsidiary to the Company or to another Domestic Subsidiary; (iv)
mortgages in favor of governmental bodies to secure partial progress, advance
or other payments pursuant to any contract or statute or to secure indebtedness
incurred to finance the purchase price or cost of constructing or improving the
property subject to such mortgages; or (v) mortgages for extending, renewing or
replacing Debt secured by any mortgage referred to in the foregoing clauses (i)
to (iv), inclusive, or in this clause (v) or any mortgages existing on the date
of the Indenture. Such restriction does not apply to the issuance, assumption
or guarantee by the Company or any Domestic Subsidiary of Debt secured by a
mortgage which would otherwise be subject to the foregoing restrictions up to
an aggregate amount which, together with all other secured Debt of the Company
and its Domestic Subsidiaries (not including secured Debt permitted under the
foregoing exceptions) and the Value (as defined) of Sale and Lease-back
Transactions existing at such time (other than Sale and Lease-back Transactions
the proceeds of which have been applied to the retirement of Debt Securities or
of certain long-term indebtedness or to the purchase of other Operating
Property, and other than Sale and Lease-back Transactions in which the property
involved would have been permitted to be mortgaged under clause (i) above),
does not exceed the greater of $200,000,000 or 10% of Consolidated Net Tangible
Assets (as defined). (Section 1007)
Restrictions on Sale and Lease-back Transactions. Sale and Lease-back
Transactions by the Company or any Domestic Subsidiary of any Operating
Property are prohibited (except for temporary leases for a term, including
renewals, of not more than 36 months and except for leases between the Company
and a Domestic Subsidiary or between Domestic Subsidiaries) unless the net
proceeds of such Sale and Lease-back Transactions are at least equal to the
fair value (as determined by the Board of Directors or the President or any
Vice President of the Company) of the Operating Property to be leased and
either (a) the Company or such Domestic Subsidiary would be entitled to incur
Debt secured by a mortgage on the property to be leased without securing the
Debt Securities, pursuant to clause (i) under "Restrictions on Liens" or (b)
the Value thereof would be an amount permitted under the last sentence under
"Restrictions on Liens" or (c) the Company applies an amount equal to the fair
value (as so determined) of such property (i) to the redemption or repurchase
of Debt Securities, (ii) to the payment or other retirement of certain long-
term indebtedness of the Company or a Domestic Subsidiary or (iii) to the
purchase of Operating Property (other than that involved in such Sale and
Lease-back Transaction). (Section 1008)
10
<PAGE>
Definitions. The term "Consolidated Net Tangible Assets" is defined to mean
the total of all the assets appearing on the Consolidated Balance Sheets of the
Company and its majority or wholly-owned subsidiaries less the following: (1)
current liabilities; (2) reserves for depreciation and other asset valuation
reserves; (3) intangible assets such as goodwill, trademarks, trade names,
patents, and unamortized debt discount and expense; and (4) appropriate
adjustments on account of minority interests of other persons holding stock in
any majority-owned subsidiary of the Company. (Section 101)
The term "Domestic Subsidiary" is defined to mean any majority or wholly-
owned subsidiary which owns an Operating Property. (Section 101)
The term "Operating Property" is defined to mean any manufacturing or
processing plant, office facility, retail store, warehouse, distribution center
or equipment located within the United States of America or its territories or
possessions and owned and operated now or hereafter by the Company or any
Domestic Subsidiary and having a book value on the date as of which the
determination is being made of more than 0.65% of Consolidated Net Tangible
Assets. (Section 101)
The term "Value" is defined to mean, with respect to a Sale and Lease-back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds from the sale or transfer of the property leased pursuant to
such Sale and Lease-back Transaction or (2) the fair value in the opinion of
the Board of Directors or the President or any Vice President of the Company of
such property at the time of entering into such Sale and Lease-back
Transaction, in either case multiplied by a fraction, the numerator of which
shall be equal to the number of full years of the term of the lease remaining
at the time of determination and the denominator of which shall be equal to the
number of full years of such term, without regard to any renewal or extension
options contained in the lease. (Section 101)
Other than the above-described covenants, there are no covenants or
provisions contained in the Indenture which may afford Holders of the Debt
Securities protection in the event of a highly leveraged transaction involving
the Company. Any such covenant or provision relating to a particular series of
Debt Securities will be described in the Prospectus Supplement relating
thereto.
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any particular provisions relating to such Offered
Debt Securities, including any additional restrictive covenants that may be
included in the terms thereof.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay principal of or premium, if any,
on any Debt Security of that series when due; (b) failure to pay any interest
on any Debt Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect of any Debt
Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of series of Debt Securities other than that series),
continued for 60 days after written notice as provided in the Indenture; (e)
certain events of bankruptcy, insolvency or reorganization; and (f) any other
Event of Default provided with respect to Debt Securities of that series
described in the Prospectus Supplement relating thereto. (Section 501)
If an Event of Default with respect to Outstanding Debt Securities of any
series shall occur and be continuing, either the Trustee or the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of that series
may declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all Debt Securities of that series
to be due and payable immediately. However, at any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on such acceleration has been obtained, the
Holders of a majority in principal amount of Outstanding Debt Securities of
that series may, under certain circumstances, rescind and annul such
acceleration. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver". Reference is made to the Prospectus Supplement
relating to
11
<PAGE>
each series of Offered Debt Securities which are Original Issue Discount
Securities for the particular provisions relating to acceleration of the
Maturity of a portion of the principal amount of such Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Debt Securities of that series. (Section 512)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 704)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Outstanding Debt Securities of each series affected thereby; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Debt Security affected thereby, (a) change the
stated maturity date of the principal of, or any instalment of principal of or
interest on, any Debt Security, (b) reduce the principal amount of, or the
premium, if any, or interest, if any, on, any Debt Security, (c) reduce the
amount of principal of any Original Issue Discount Security payable upon
acceleration of the Maturity thereof, (d) change the place or currency of
payment of principal of, or premium, if any, or interest, if any, on, any Debt
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security, or (f) reduce the percentage
in principal amount of Outstanding Debt Securities of any series, the consent
of the Holders of which is required for modification for amendment of the
Indenture or for waiver of compliance with certain provisions of the Indenture
or for waiver of certain defaults. (Section 902)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. (Section 1012)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive any past default under the Indenture with respect to Debt
Securities of that series, except a default in the payment of the principal of,
or premium, if any, or interest, if any, on any Debt Security of that series or
in respect of any provision which under the Indenture cannot be modified or
amended without the consent of the Holder of each Outstanding Debt Security of
that series affected. (Section 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate or merge with or into, or transfer or lease its
assets substantially as an entirety to, any Person, and any other Person may
consolidate or merge with or into, or transfer or lease its assets
substantially as an entirety to, the Company, provided, however, that, (a) the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or which acquires or leases the assets of the Company
substantially as an entirety is organized and existing under the laws of any
United States jurisdiction and assumes the Company's obligations on the Debt
Securities and under the Indenture; (b) after giving effect to such transaction
no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing
(provided, however, that a transaction will only be deemed to be in violation
of this condition (b) as to any series of Debt Securities as to which such
Event of Default or such event shall have occurred and be continuing); and (c)
certain other conditions are met. (Article Eight)
12
<PAGE>
DEFEASANCE PROVISIONS
Defeasance and Discharge. The Indenture provides that, if principal of and
any interest on the Offered Debt Securities are denominated and payable in
United States dollars, the Company will be discharged from any and all
obligations in respect of the Debt Securities (except for certain obligations
to register the transfer or exchange of Debt Securities, to replace stolen,
lost or mutilated Debt Securities, to maintain paying agencies and to hold
moneys for payment in trust) upon the deposit with the Trustee, in trust, of
money, Government Obligations (as defined) or a combination thereof, which
through the payment of interest and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay any instalment of
principal of (and premium, if any) and interest on and any mandatory sinking
fund payments in respect of the Debt Securities on the Stated Maturity of such
payments in accordance with the terms of the Indenture and such Debt
Securities. Such discharge may only occur if there has been a change in
applicable Federal law or the Company has received from, or there has been
published by, the United States Internal Revenue Service a ruling to the effect
that such a discharge will not be deemed, or result in, a taxable event with
respect to holders of the Debt Securities; and such discharge will not be
applicable to any Debt Securities then listed on the New York Stock Exchange if
the provision would cause said Debt Securities to be de-listed as a result
thereof. (Section 403) The term "Government Obligations" is defined to mean
securities of the government which issued the currency in which the Debt
Securities of such series are denominated or in which interest is payable or of
government agencies backed by the full faith and credit of such government.
(Section 101)
Defeasance of Certain Covenants. The terms of the Debt Securities also
provide, if principal of and any interest on the Offered Debt Securities are
denominated and payable in United States dollars, the Company with the option
to omit to comply with certain restrictive covenants described in Sections 1007
and 1008 of the Indenture. The Company, in order to exercise such option, will
be required to deposit with the Trustee money, Government Obligations or a
combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay any instalment of principal of (and premium, if any) and
interest on and any mandatory sinking fund payments in respect of the Debt
Securities on the Stated Maturity of such payments in accordance with the terms
of the Indenture and such Debt Securities. The Company will also be required to
deliver to the Trustee an opinion of counsel to the effect that the deposit and
related covenant defeasance will not cause the holders of the Debt Securities
to recognize income, gain or loss for Federal income tax purposes. (Section
1011)
If principal of or interest on the Offered Debt Securities is denominated or
payable in a currency or currencies other than the United States dollar, the
terms of the Offered Debt Securities will provide whether and under what terms
and conditions the Company may be discharged from all obligations or omit to
comply with certain restrictive covenants in respect of the Offered Debt
Securities.
Defeasance and Events of Default. In the event the Company exercises its
option to omit compliance with certain covenants of the Indenture and the Debt
Securities are declared due and payable because of the occurrence of any Event
of Default, the amount of money and Government Obligations on deposit with the
Trustee will be sufficient to pay amounts due on the Debt Securities at the
time of their Stated Maturity but may not be sufficient to pay amounts due on
the Debt Securities at the time of the acceleration resulting from such Event
of Default. However, the Company shall remain liable for such payments.
REGARDING THE TRUSTEE
Bankers Trust Company ("Bankers Trust") is trustee under the Indenture,
pursuant to which certain debt securities of the Company are outstanding and
pursuant to which the Debt Securities are to be issued. Bankers Trust is also
trustee under the Company's Indenture dated as of July 1, 1985, pursuant to
which certain debt securities of the Company are outstanding, and trustee of
the Company's Master Investment Trust which, together with its component
separate trusts, serves as the investment vehicle for several different defined
benefit and defined contribution tax-qualified retirement plans maintained by
the Company and its subsidiaries. Bankers Trust is a co-agent for the Company's
revolving line of
13
<PAGE>
credit, acts as an agent for the issuance of the Company's commercial paper and
provides cash management and other services for the Company in the normal
course of its business. In addition, Bankers Trust has issued letters of
credit, extended a line of credit and performs investment management services
for a subsidiary of the Company.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters, and also may
sell Debt Securities directly to other purchasers or through agents. The
Company may also issue Debt Securities directly to other parties as evidence of
the Company's debt obligations to such parties.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters and agents that participate in the distribution of Debt Securities
may be deemed to be underwriters, and any discounts or commissions received by
them from the Company and any profit on the resale of Debt Securities by them
may be deemed to be underwriting discounts and commissions, under the Act. Any
such underwriter or agent will be identified, and any such compensation
received from the Company will be described, in the Prospectus Supplement.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agent. The Company may also offer and sell Debt Securities in exchange
for securities of one or more of its outstanding issues of debt securities.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled
to indemnification by the Company against certain liabilities, including
liabilities under the Act.
It has not been determined whether any series of the Debt Securities will be
listed on a securities exchange. Underwriters may, but will not be obligated
to, make a market in any series of Debt Securities. The Company cannot predict
the activity of trading in, or liquidity of, any series of the Debt Securities.
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in the Prospectus Supplement relating to the
Offered Debt Securities, the validity of the Offered Debt Securities will be
passed upon for the Company by Dorsey & Whitney, 220 South Sixth Street,
Minneapolis, Minnesota 55402-1498, and for the underwriters or agents, as the
case may be, by Sullivan & Cromwell, 250 Park Avenue, New York, New York 10177.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from SUPERVALU's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm, given upon their authority as experts in auditing and accounting.
With respect to the unaudited interim financial information which is
incorporated herein by reference, Deloitte & Touche LLP has applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in the Company's
Quarterly Reports on Form 10-Q for such interim periods and incorporated by
reference herein, they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature
of the review procedures applied. Deloitte & Touche LLP is not subject to the
liability provisions of Section 11 of the Act for their reports on the
unaudited interim financial information because those reports are not "reports"
or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
14
<PAGE>
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REF-
ERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Capitalization............................................................. 4
Selected Consolidated Financial Information................................ 5
Business................................................................... 6
Description of Debt Securities............................................. 8
Plan of Distribution....................................................... 14
Validity of Debt Securities................................................ 14
Experts.................................................................... 14
</TABLE>
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$400,000,000
LOGO
DEBT SECURITIES
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the offering described in this Registration
Statement, other than underwriting discounts and commissions, are:
<TABLE>
<S> <C>
SEC Registration fee............................................ $137,932
Legal fees...................................................... 85,000
Printing and engraving.......................................... 55,000
Accountants' fees............................................... 20,000
Rating agency fees.............................................. 135,000
Blue Sky fees and expenses...................................... 10,000
Trustee's fees.................................................. 2,500
Miscellaneous expenses.......................................... 4,568
--------
Total....................................................... $450,000*
========
</TABLE>
- --------
*All fees and expenses, other than the SEC registration fee, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Eighth of SUPERVALU's Restated Certificate of Incorporation provides
that a director shall not be liable to SUPERVALU or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to SUPERVALU or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the Delaware
statutory provision making directors personally liable for unlawful dividends
or unlawful stock repurchases or redemptions, (iv) for any transaction for
which the director derived an improper personal benefit, or (v) for any act or
omission occurring prior to the date when said Article Eighth became effective.
Article IX of SUPERVALU's Bylaws and SUPERVALU's Directors' and Officers'
Liability Insurance Policy provide for indemnification of the directors and
officers of SUPERVALU against certain liabilities.
Reference is made to Section 8 of the Underwriting Agreement filed as Exhibit
1 hereto for a description of the indemnification arrangements for this
offering.
ITEM 16. LIST OF EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
1 --Form of Underwriting Agreement and Pricing Agreement.
4.1 --Indenture dated as of July 1, 1987 between SUPERVALU and Bankers Trust
Company, as Trustee (incorporated by reference to Exhibit 4.1 to
SUPERVALU's Registration Statement on Form S-3, Registration No. 33-
52422).
4.2 --First Supplemental Indenture dated as of August 1, 1990 between
SUPERVALU and Bankers Trust Company, as Trustee, to Indenture dated as of
July 1, 1987 between SUPERVALU and Bankers Trust Company, as Trustee
(incorporated by reference to Exhibit 4.2 to SUPERVALU's Registration
Statement on Form S-3, Registration No. 33-52422).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
4.3 --Second Supplemental Indenture dated as of October 1, 1992 between
SUPERVALU and Bankers Trust Company, as Trustee, to Indenture dated as of
July 1, 1987 between SUPERVALU and Bankers Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to SUPERVALU's Current Report
on Form 8-K dated November 13, 1992).
4.4 --Form of Third Supplemental Indenture dated as of November 1, 1994
between SUPERVALU and Bankers Trust Company, as Trustee, to Indenture
dated as of July 1, 1987 between SUPERVALU and Bankers Trust Company, as
Trustee.
5 --Opinion and consent of Dorsey & Whitney.
12 --Calculation of Ratio of Earnings to Fixed Charges.
15 --Letter of Deloitte & Touche LLP regarding unaudited information.
23.1 --Consent of Deloitte & Touche LLP.
23.2 --Consent of Dorsey & Whitney (included in Exhibit 5).
24 --Powers of Attorney.
25 --Statement of Eligibility under the Trust Indenture Act of 1939 on Form
T-1 of Bankers Trust Company.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
II-2
<PAGE>
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF EDEN PRAIRIE, STATE OF MINNESOTA, ON THE 10TH DAY OF
NOVEMBER, 1994.
SUPERVALU INC.
/s/ Michael W. Wright
By___________________________________
Michael W. Wright,
Chairman of the Board;
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON NOVEMBER 10, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Michael W. Wright
------------------------------------
Michael W. Wright Chairman of the Board; President; Chief
Executive Officer; and Director
(principal executive officer)
/s/ Jeffrey C. Girard
------------------------------------
Jeffrey C. Girard Executive Vice President and Chief
Financial Officer (principal financial
officer)
/s/ Isaiah Harris
------------------------------------
Isaiah Harris Vice President and Controller (principal
accounting officer)
*
------------------------------------
Herman Cain Director
*
------------------------------------
Stephen I. D'Agostino Director
*
------------------------------------
Edwin C. Gage Director
*
------------------------------------
Vernon H. Heath Director
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*
------------------------------------
William A. Hodder Director
*
------------------------------------
Garnett L. Keith, Jr. Director
*
------------------------------------
Richard L. Knowlton Director
*
------------------------------------
Richard D. McCormick Director
*
------------------------------------
Harriet K. Perlmutter Director
*
------------------------------------
Carole F. St. Mark Director
*
------------------------------------
Winston R. Wallin Director
</TABLE>
/s/ Michael W. Wright
*By____________________________
Michael W. Wright,
Pro se and as
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
------- -------------------- ------
<C> <S> <C>
1 Form of Underwriting Agreement and Pricing Agreement.........
4.4 Form of Third Supplemental Indenture dated as of November 1,
1994 between SUPERVALU and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between SUPERVALU and
Bankers Trust Company, as Trustee............................
5 Opinion and Consent of Dorsey & Whitney......................
12 Calculation of Ratio of Earnings to Fixed Charges............
15 Letter of Deloitte & Touche LLP regarding Unaudited Informa-
tion.........................................................
23.1 Consent of Deloitte & Touche LLP.............................
23.2 Consent of Dorsey & Whitney (included in Exhibit 5).
24 Powers of Attorney...........................................
25 Statement of Eligibility under the Trust Indenture Act of
1939 on Form T-1 of Bankers Trust Company....................
</TABLE>
<PAGE>
Exhibit 1
SUPERVALU INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
, 1994
To the Representatives of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described.
Dear Sirs:
From time to time SUPERVALU INC., a Delaware corporation (the "Company"),
proposes to enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named in Schedule I
to the applicable Pricing Agreement (such firms constituting the "Underwriters"
with respect to such Pricing Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the "Designated
Securities").
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to time to
the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
<PAGE>
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement in respect of the Securities has been filed
with the Securities and Exchange Commission (the "Commission"); such
registration statement and any post-effective amendment thereto, each in
the form heretofore delivered or to be delivered to the Representatives
and, excluding exhibits to such registration statement, but including all
documents incorporated by reference in the prospectus contained therein, to
the Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or document incorporated by reference therein
has heretofore been filed or transmitted for filing with the Commission
(other than prospectuses filed pursuant to Rule 424 of the rules and
regulations of the Commission under the Securities Act of 1933, as amended
(the "Act"), each in the form heretofore delivered to the Representatives);
and no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission (any preliminary prospectus
included in such registration statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission
under the Act, is hereinafter called a "Preliminary Prospectus"; the
various parts of such registration statement, including all exhibits
thereto and the documents incorporated by reference in the prospectus
contained in the registration statement at the time such part of the
registration statement became effective but excluding Form T-1, each as
amended at the time such part of the registration statement became
effective, are hereinafter collectively called the "Registration
Statement"; the prospectus relating to the Securities, in the form in which
it has most recently been filed, or transmitted for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under the
Act, as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to
refer to and include any annual report of the Company filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Securities in the
form in which it is filed with the Commission pursuant to Rule 424(b) under
the Act in accordance with Section 5(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as
the case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"),
2
<PAGE>
and the rules and regulations of the Commission thereunder and do not and
will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as
to the Prospectus and any amendment or supplement thereto, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities;
(d) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as
set forth or contemplated in the Prospectus; and, since the respective
dates as of which information is given in the Registration Statement and
the Prospectus, there has not been any change in the capital stock (except
for issuances of capital stock pursuant to employee stock plans and
purchases of common stock pursuant to the common stock repurchase program)
or long-term debt (except for any reduction in long-term debt resulting
from the scheduled repayment, redemption or retirement thereof) of the
Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or contemplated
in the Prospectus;
(e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
(f) The authorized capital stock of the Company is as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable;
(g) The Securities have been duly authorized, and, when Designated
Securities are issued and delivered pursuant to this Agreement and the
Pricing Agreement with respect to such Designated Securities, such
Designated Securities will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of
the Company entitled to the benefits provided by the Indenture, which will
be substantially in the form filed or incorporated by reference as an
exhibit to the Registration Statement; the Indenture has been duly
authorized and duly qualified under the Trust Indenture Act and, at the
Time of Delivery for such Designated Securities (as defined in Section 4
hereof), the Indenture will constitute a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; and the Indenture conforms, and the Designated
Securities will conform, in all material respects, to the descriptions
thereof contained in the Prospectus as amended or supplemented with respect
to such Designated Securities;
(h) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Pricing Agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company is a party
or by which the Company is bound or to which any of the property or assets
of the Company is subject (as any such agreement or instrument may be
amended or modified (taking into account any waiver obtained) at the date
of the applicable Pricing Agreement), nor will such action result in any
violation of the provisions of the Restated Certificate of Incorporation or
the By-Laws of the Company or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over the
Company or any of its properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the
Securities or the consummation by the Company of the transactions
contemplated by this Agreement or any
3
<PAGE>
Pricing Agreement or the Indenture, except such as have been, or will have
been prior to the Time of Delivery, obtained under the Act or the Trust
Indenture Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under securities or Blue Sky laws of
any state or foreign jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters;
(i) Other than as set forth or contemplated in the Prospectus, there are
no legal or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is the subject which, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate
have a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole; and, to the best of the Company's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(j) Immediately after any sale of Designated Securities by the Company
under the applicable Pricing Agreement, the aggregate amount of Securities
which shall have been issued and sold by the Company (including such
Designated Securities) pursuant to the Registration Statement will not
exceed the amount of debt securities registered under the Registration
Statement;
(k) All issued and outstanding shares of capital stock of Supermarket
Operators of America Inc., a Delaware corporation ("SOA"), are owned
directly by the Company, and all issued and outstanding shares of capital
stock of SUPERVALU Holdings, Inc., a Missouri corporation ("Holdings"),
and, except as set forth in the Prospectus, ShopKo Stores, Inc., a
Minnesota corporation, are owned directly by SOA, in each case free and
clear of all liens, encumbrances, equities and claims; and
(l) The proceeds from the sale of Designated Securities sold at any Time
of Delivery (as defined in Section 4 hereof) will be used by the Company in
the manner contemplated by the Prospectus.
3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representatives of the release of such
Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to the
Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Securities.
5. The Company covenants and agrees with each of the Underwriters of any
Designated Securities:
(a) To prepare the Prospectus as amended and supplemented in relation to
the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act not later than the Commission's close of business on the second
business day following the execution and delivery of the Pricing Agreement
relating to the applicable Designated Securities or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further
amendment or any supplement to the Registration Statement or Prospectus as
amended or supplemented after the date of the Pricing Agreement relating to
such Securities and prior to the Time of Delivery for such Securities which
shall be disapproved by the Representatives for such Securities promptly
after reasonable notice thereof; to advise the Representatives promptly of
any such amendment or supplement after such Time of Delivery and furnish
the Representatives with copies thereof; to file promptly all reports and
any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act for so long as the delivery of a prospectus is required
in connection with the offering or sale of such Securities, and during such
same period to advise the Representatives, promptly after it receives
notice thereof, of the time when
4
<PAGE>
any amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus has
been filed with the Commission, of the issuance by the Commission of any
stop order or of any order preventing or suspending the use of any
prospectus relating to the Securities, of the suspension of the
qualification of such Securities for offering or sale in any jurisdiction,
of the initiation or threatening of any proceeding for any such purpose, or
of any request by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information; and, in
the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating to the
Securities or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify such Securities for offering and sale
under the securities laws of such jurisdictions as the Representatives
reasonably may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long
as may be necessary to complete the distribution of such Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as amended
or supplemented in such quantities as the Representatives may from time to
time reasonably request, and, if the delivery of a prospectus is required
at any time in connection with the offering or sale of the Securities and
if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earning statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the
rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158); and
(e) During the period beginning from the date of the Pricing Agreement
for such Designated Securities and continuing to and including the earlier
of (i) the termination of trading restrictions for such Designated
Securities, as notified to the Company by the Representatives and (ii) the
Time of Delivery for such Designated Securities, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company
which mature more than one year after such Time of Delivery and which are
substantially similar to such Designated Securities, without the prior
written consent of the Representatives.
6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses in connection with the qualification of the Securities for offering
and sale under state securities laws as provided in Section 5(b) hereof,
including the reasonable fees and disbursements of the Company's counsel in
connection with such qualification and in connection with the Blue Sky and
legal investment surveys; (iv) any fees charged by securities rating services
for rating the Securities; (v) any filing fees incident to any required review
by the National Association of Securities Dealers, Inc. of the terms of
5
<PAGE>
the sale of the Securities; (vi) the cost of preparing the Securities; (vii)
the fees and expenses of any Trustee and any agent of any Trustee and the fees
and disbursements of counsel for any Trustee in connection with any Indenture
and the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the Underwriters
will pay all of their own costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the Securities by them, and any
advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities under the
Pricing Agreement relating to such Designated Securities shall be subject, in
the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for
such Designated Securities, with respect to the incorporation of the
Company, the validity of the Indenture, the Designated Securities, the
Registration Statement, the Prospectus as amended or supplemented and other
related matters as the Representatives may reasonably request, and such
counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Counsel for the Company satisfactory to the Representatives shall
have furnished to the Representatives their written opinion, dated the Time
of Delivery for such Designated Securities, in form and substance
satisfactory to the Representatives, to the effect that:
(i) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the jurisdiction of
its incorporation, with corporate power and authority to own its
properties and conduct its business as described in the Prospectus as
amended or supplemented;
(ii) The authorized capital stock of the Company is as set forth in
the Prospectus as amended or supplemented;
(iii) Holdings has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Missouri,
with corporate power and authority to own its properties and conduct
its business as described in the Prospectus as amended or supplemented;
and all issued and outstanding shares of capital stock of Holdings are
owned directly by SOA and all issued and outstanding shares of capital
stock of SOA are owned directly by the Company, in each case free and
clear of all liens, encumbrances, equities and claims which have been
perfected by possession or filing under the Uniform Commercial Code (in
the form in which it is then in effect in the State of Minnesota) or
with respect to which any federal or state tax lien filing has been
made in the State of Minnesota, and such counsel has no reason to
believe that any such ownership by SOA or the Company, as the case may
be, is subject to any other lien, encumbrance, equity or claim (such
counsel being entitled to rely in respect of the opinion in this clause
upon opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company and its subsidiaries, provided
that, in the case of any such opinion, such counsel shall state that
they believe that both the Representatives and they are justified in
relying thereon);
(iv) To the best of such counsel's knowledge and other than as set
forth or contemplated in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is
6
<PAGE>
the subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material
adverse effect on the consolidated financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
and, to the best of such counsel's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others;
(v) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered
by the Company;
(vi) The Designated Securities have been duly authorized, executed,
authenticated, issued and delivered and constitute valid and legally
binding obligations of the Company entitled to the benefits provided by
the Indenture; and the Designated Securities and the Indenture conform
in all material respects to the descriptions thereof in the Prospectus
as amended or supplemented;
(vii) The Indenture has been duly authorized, executed and delivered
by the Company, and assuming due authorization, execution and delivery
by the Trustee, constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles; and the Indenture has been duly qualified under the
Trust Indenture Act;
(viii) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, this Agreement and the Pricing Agreement
with respect to the Designated Securities and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to such counsel
(after reasonable inquiry) and material to the Company to which the
Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject (as any such agreement
or instrument may be amended or modified (taking into account any
waiver obtained) at the date of the applicable Pricing Agreement and at
such Time of Delivery) nor will such actions result in any violation of
the provisions of the Restated Certificate of Incorporation or the By-
Laws of the Company or any statute or any order, rule or regulation
known to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its properties;
provided, however, that, for the purposes of this paragraph (viii),
such counsel need not express any opinion with respect to Federal or
state securities laws, other antifraud laws, fraudulent transfer laws,
the Employee Retirement Income Security Act of 1974 and related laws,
laws that restrict transactions between United States persons and
citizens or residents of certain foreign countries and state laws
relating to the payment of dividends or the redemption or repurchase of
stock;
(ix) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the issue and sale of the Designated Securities or the
consummation by the Company of the other transactions contemplated by
this Agreement or such Pricing Agreement or the Indenture, except such
as have been obtained under the Act and the Trust Indenture Act and
such consents, orders, approvals, authorizations, registrations or
qualifications as may be required under securities or Blue Sky laws of
any state or foreign jurisdiction in connection with the purchase and
distribution of the Designated Securities by the Underwriters;
(x) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and
related schedules or other financial data therein, as to which such
counsel need express no opinion), when they became effective or were
filed with the Commission, as the case may be, complied as to form in
all material respects with the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder; and they have no reason to believe that any of such
documents, when they became effective or were so filed, as the case may
be, contained, in the case of a registration statement which became
effective under the Act, an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and, in the
case of other documents which were filed under the Act or the Exchange
Act with the Commission, an untrue statement of a material fact or
omitted to state a material fact necessary in
7
<PAGE>
order to make the statements therein, in the light of the circumstances
under which they were made when such documents were so filed, not
misleading; and
(xi) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the Designated Securities
(other than the financial statements and related schedules or other
financial data therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the rules and
regulations thereunder; they have no reason to believe that, as of its
effective date, the Registration Statement or any further amendment
thereto made by the Company prior to the Time of Delivery (other than
the financial statements and related schedules or other financial data
therein, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading or that, as of its date, the Prospectus as
amended or supplemented or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery (other than the
financial statements and related schedules or other financial data
therein, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading or that, as of the Time of
Delivery, either the Registration Statement or the Prospectus as
amended or supplemented or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery (other than the
financial statements and related schedules or other financial data
therein, as to which such counsel need express no opinion) contains an
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading; and they do not know of any
amendment to the Registration Statement required to be filed or any
contracts or other documents of a character required to be filed as an
exhibit to the Registration Statement or required to be incorporated by
reference into the Prospectus as amended or supplemented or required to
be described in the Registration Statement or the Prospectus as amended
or supplemented which are not filed or incorporated by reference or
described as required;
(d) On the date of the Pricing Agreement for such Designated Securities
and at the Time of Delivery for such Designated Securities, the independent
accountants of the Company who have certified the financial statements of
the Company and its subsidiaries included or incorporated by reference in
the Registration Statement shall have furnished to the Representatives a
letter, dated the date of such Pricing Agreement and a letter dated such
Time of Delivery, respectively, to the effect set forth in Annex II hereto,
and with respect to such letter dated such Time of Delivery, as to such
other matters as the Representatives may reasonably request and in form and
substance satisfactory to the Representatives;
(e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended prior to
the date of the Pricing Agreement relating to the Designated Securities any
material loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as
set forth or contemplated in the Prospectus as amended or supplemented, and
(ii) since the respective dates as of which information is given in the
Prospectus as amended or supplemented there shall not have been any change
in the capital stock (except for issuances of capital stock pursuant to
employee stock plans and purchases of common stock pursuant to the common
stock repurchase program) or long-term debt (except for any reduction in
long-term debt resulting from the scheduled repayment, redemption or
retirement thereof) of the Company or any of its subsidiaries or any
change, or any development involving a prospective change, in or affecting
the general affairs, management, financial position, stockholders' equity
or results of operations of the Company and its subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented, the effect of which, in any such case described in
Clause (i) or (ii), is in the judgment of the Representatives so material
and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the terms
and in the manner contemplated in the Prospectus as first amended or
supplemented relating to the Designated Securities;
8
<PAGE>
(f) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Act and (ii) no such organization
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company's
debt securities;
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a general moratorium on commercial
banking activities in New York declared by either Federal or New York State
authorities; or (iii) the outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a national
emergency or war, if the effect of any such event specified in this Clause
(iii) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as first amended and supplemented relating to the Designated
Securities; and
(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities a
certificate or certificates of officers of the Company satisfactory to the
Representatives as to the accuracy of the representations and warranties of
the Company herein at and as of such Time of Delivery, as to the
performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth
in subsections (a) and (e) of this Section and as to such other matters as
the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any such amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter of Designated Securities through the Representatives expressly for
use in the Prospectus as amended or supplemented relating to such Securities.
(b) Each Underwriter will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.
9
<PAGE>
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses
of other counsel or any other expenses, in each case subsequently incurred by
such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated
Securities on the other from the offering of the Designated Securities to which
such loss, claim, damage or liability (or action in respect thereof) relates.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and the Underwriters of
the Designated Securities on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the one
hand or such Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of Designated
Securities in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations with respect to such Securities and
not joint.
(e) The obligations of the Company under this Section 8 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and
10
<PAGE>
shall extend, upon the same terms and conditions, to each officer and director
of the Company and to each person, if any, who controls the Company within the
meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within
the respective prescribed period, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Designated Securities, the Representatives or the Company shall have
the right to postpone the Time of Delivery for such Designated Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing
Agreement relating to such Designated Securities and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not delivered by or on behalf of the Company
as provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in
11
<PAGE>
writing by the Representatives, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of such Designated Securities, but the Company
shall then be under no further liability to any Underwriter with respect to
such Designated Securities except as provided in Section 6 and Section 8
hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the address of the Representatives as set forth in
the Pricing Agreement; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth
in the Registration Statement: Attention: Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. As used herein,
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16. Each Pricing Agreement may be executed by any one or more of the parties
thereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one
and the same instrument.
Very truly yours,
SUPERVALU INC.
By: .................................
Name:
Title:
12
<PAGE>
ANNEX I
PRICING AGREEMENT
[Name(s) and Address(es) of Representative(s)]
[Date]
Dear Sirs:
SUPERVALU INC., a Delaware corporation (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
October 30, 1992 (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as
therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus as amended or supplemented
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions
of the Underwriting Agreement so incorporated by reference shall be deemed to
refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company
<PAGE>
for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
SUPERVALU INC.
By: .................................
Name:
Title:
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By:..................................
2
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
UNDERWRITER TO BE PURCHASED
----------- ---------------------
<S> <C>
......................................... $
----------
Total....................................... $
==========
</TABLE>
3
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due
AGGREGATE PRINCIPAL AMOUNT:
$
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any, from
to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any, from
to ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House funds
INDENTURE:
Indenture, dated as of July 1, 1987, as supplemented by the First
Supplemental Indenture, dated as of August 1, 1990, and the Second
Supplemental Indenture, dated as of October 1, 1992, between the Company
and Bankers Trust Company, as Trustee
MATURITY:
INTEREST RATE AND INTEREST PERIOD:
[ %] [Zero Coupon] [See Floating Rate Provisions] [from or
from the most recent interest payment date to which interest has been paid
or provided]
INTEREST PAYMENT DATES:
[months and dates]
REGULAR RECORD DATES:
[The close of business on the or immediately preceding
the next Interest Payment Date]
DENOMINATIONS AND FORM:
[$ and integral multiples thereof] [issuable only in fully
registered form]
REDEMPTION PROVISIONS:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than
through the sinking fund, in whole or in part at the option
of the Company, in the amount of $ or an integral
multiple thereof,
[on or after , at the following redemption
prices (expressed in percentages of principal amount). If
[redeemed on or before , %, and if]
redeemed during the 12-month period beginning
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
</TABLE>
and thereafter at 100% of their principal amount,
together in each case with accrued interest to the
redemption date.]
[on any interest payment date falling on or after
, , at the election of the Company, at a
redemption price equal to the principal amount thereof,
plus accrued interest to the date of redemption.]
4
<PAGE>
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax
law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $ principal amount of Designated Securities on in
each of the years through at 100% of their principal amount
plus accrued interest] [, together with [cumulative] [noncumulative]
redemptions at the option of the Company to retire an additional $
principal amount of Designated Securities in the years through
at 100% of their principal amount plus accrued interest].
[If Securities are extendable debt Securities, insert--
EXTENDABLE PROVISIONS:
Securities are repayable on , [insert date and years], at
the option of the holder, at their principal amount with accrued interest.
Initial annual interest rate will be %, and thereafter annual interest
rate will be adjusted on , and to a rate not less
than % of the effective annual interest rate of U.S. Treasury
obligations with -year maturities as of the [insert date 15 days prior to
maturity date] prior to such [insert maturity date].]
[If Securities are floating rate debt Securities, insert--
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each , , and
] [to an annual rate of % above the average rate for -year [month]
[securities] [certificates of deposit] by and [insert
names of banks],] [and the annual interest rate [thereafter] [from
through ] will be the interest yield equivalent of the weekly
average per annum market discount rate for -month Treasury bills plus %
of Interest Differential (the excess, if any, of (i) then current weekly
average per annum secondary market yield for -month certificates of
deposit over (ii) then current interest yield equivalent of the weekly
average per annum market discount rate for -month Treasury bills); [from
and thereafter the rate will be the then current interest yield
equivalent plus % of Interest Differential].]
TIME OF DELIVERY:
CLOSING LOCATION:
PLACE OF PAYMENT OF INTEREST AND PRINCIPAL AND PLACE OF TRANSFER OR EXCHANGE:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS]:
5
<PAGE>
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, Deloitte & Touche LLP
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to the
Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules audited (and, if applicable, financial
forecasts and/or pro forma financial information examined) by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and
the related published rules and regulations thereunder; and, if applicable,
they have made a review in accordance with standards established by the
American Institute of Certified Public Accountants of the consolidated
interim financial statements, selected financial data, pro forma financial
information, financial forecasts and/or condensed financial statements
derived from audited financial statements of the Company for the periods
specified in such letter, as indicated in their reports thereon, copies of
which have been furnished to the representative or representatives of the
Underwriters (the "Representatives," such term to include an Underwriter or
Underwriters who act without any firm being designated as its or their
representatives);
(iii) They have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the unaudited
condensed consolidated balance sheets, statements of income and cash flows
included in the Prospectus and/or included in the Company's Quarterly
Report on Form 10-Q incorporated by reference into the Prospectus as
indicated in their reports thereon copies of which are attached hereto; and
on the basis of specified procedures including inquiries of officials of
the Company who have responsibility for financial and accounting matters
regarding whether the unaudited condensed consolidated financial statements
referred to in paragraph (vi)(A)(i) below comply as to form in all material
respects with the applicable accounting requirements of the Act and the
related published rules and regulations, nothing came to their attention
that caused them to believe that the unaudited condensed consolidated
financial statements do not comply as to form in all material respects with
the applicable accounting requirements of the Act and the related published
rules and regulations;
(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company
for the five most recent fiscal years included in the Prospectus and
included or incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for such fiscal years which were included
or incorporated by reference in the Company's Annual Reports on Form 10-K
for such fiscal years;
(v) They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the
basis of limited procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that caused them to
believe that this information does not conform in all material respects
with the disclosure requirements of Items 301, 302, 402 and 503(d)
respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim financial
statements of the Company and its subsidiaries, inspection of the minute
books of the Company and its subsidiaries since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of the Company and its subsidiaries
responsible for financial and accounting matters and such other inquiries
and procedures as may be specified in such letter, nothing came to their
attention that caused them to believe that:
(A) (i) the unaudited condensed consolidated statements of earnings,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus and/or included or incorporated by reference
in the Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all material
respects with the applicable
<PAGE>
accounting requirements of the Exchange Act and the related published
rules and regulations or (ii) any material modifications should be made
to the unaudited condensed consolidated statements of earnings,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus or included in the Company's Quarterly
Reports on Form 10-Q incorporated by reference in the Prospectus for
them to be in conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet items
included in the Prospectus do not agree with the corresponding items in
the unaudited consolidated financial statements from which such data
and items were derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis for the
corresponding amounts in the audited consolidated financial statements
included or incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included in the
Prospectus but from which were derived the unaudited condensed
financial statements referred to in Clause (A) and any unaudited income
statement data and balance sheet items included in the Prospectus and
referred to in Clause (B) were not determined on a basis substantially
consistent with the basis for the audited financial statements included
or incorporated by reference in the Company's Annual Report on Form 10-
K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those
statements;
(E) as of a specified date not more than five days prior to the date
of such letter, there have been any changes in the consolidated capital
stock (other than issuances of capital stock pursuant to employee stock
plans, upon earn-outs of performance shares and upon conversions of
convertible securities, in each case which were outstanding on the date
of the latest balance sheet included or incorporated by reference in
the Prospectus) or any increase in the consolidated long-term debt of
the Company and its subsidiaries, or any decreases in consolidated net
current assets or net assets or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the
latest balance sheet included or incorporated by reference in the
Prospectus except in each case for changes, increases or decreases
which the Prospectus discloses have occurred or may occur or which are
described in such letter; and
(F) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the
specified date referred to in Clause (E) there were any decreases in
consolidated net revenues or operating profit or the total or per share
amounts of consolidated net income or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable period of
the preceding year and with any other period of corresponding length
specified by the Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may occur or
which are described in such letter; and
(vii) In addition to the audit referred to in their report(s) included or
incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii) and (vi) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived
from the general accounting records of the Company and its subsidiaries,
which appear in the Prospectus (excluding documents incorporated by
reference) or in Part II of, or in exhibits and schedules to, the
Registration Statement specified by the Representatives or in documents
incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts, percentages and
financial information with the accounting records of the Company and its
subsidiaries and have found them to be in agreement.
2
<PAGE>
All references in this Annex II to the Prospectus shall be deemed to refer to
the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of date of the letter delivered on the
date of the Pricing Agreement for purposes of such letter and to the
Prospectus, as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.
3
<PAGE>
Exhibit 4.4
================================================================================
SUPERVALU INC.,
ISSUER
AND
BANKERS TRUST COMPANY,
TRUSTEE
---------------------
THIRD SUPPLEMENTAL INDENTURE
TO
INDENTURE DATED AS OF JULY 1, 1987, AS AMENDED BY THE FIRST SUPPLEMENTAL
INDENTURE DATED AS OF AUGUST 1, 1990 AND THE SECOND SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 1, 1992
---------------------
DATED AS OF NOVEMBER 1, 1994
================================================================================
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of November 1, 1994, between
SUPERVALU INC. (formerly Super Valu Stores, Inc.), a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Company"), having its principal office at 11840 Valley View Road, Eden Prairie,
Minnesota 55344, and BANKERS TRUST COMPANY, a banking corporation duly organized
and existing under the laws of the State of New York, as Trustee (herein called
the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee a
certain Indenture, dated as of July 1, 1987, as amended by that certain First
Supplemental Indenture, dated as of August 1, 1990, and that certain Second
Supplemental Indenture, dated as of October 1, 1992 (said Indenture, as so
amended, being herein called the "Indenture"), pursuant to which one or more
series of unsecured debentures, notes or other evidences of indebtedness of the
Company (herein called the "Securities") may be issued from time to time. All
terms used in this Third Supplemental Indenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Company desires and has requested the Trustee to join with it in
the execution and delivery of this Third Supplemental Indenture for the purpose
of amending certain operating and financial covenants of the Company with
respect to series of Securities to be issued by the Company subsequent to the
date hereof.
Section 901(9) of the Indenture provides that a supplemental indenture
may be entered into by the Company and the Trustee without the consent of any
Holders to make provisions with respect to matters arising under the Indenture
which do not adversely affect the interests of the Holders of Securities of any
series in any material respect.
The Company has furnished the Trustee with (i) an Opinion of Counsel
stating that the execution of this Third Supplemental Indenture is authorized or
permitted by the Indenture and (ii) a copy of the resolutions of its Board of
Directors certified by its Secretary, pursuant to which this Third Supplemental
Indenture has been authorized.
All things necessary to make this Third Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.
<PAGE>
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Securities and any coupons appertaining thereto by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities of any series thereof or of any coupons appertaining
thereto, as follows:
ARTICLE ONE
SECTION 101. Subsection (b) of Section 1007 of the Indenture is
hereby amended in its entirety as follows:
"(b) The provisions of Subsection (a) of this Section 1007 shall
not apply (x) when a determination is made in respect of any
series of Securities issued prior to October 1, 1992, to the
issuance, assumption or guarantee by the Company or any Domestic
Subsidiary of Debt secured by a mortgage which would otherwise be
subject to the foregoing restrictions up to an aggregate amount
which, together with all other Debt of the Company and its
Domestic Subsidiaries secured by mortgages (other than mortgages
permitted by Subsection (a) of this Section 1007) which would
otherwise be subject to the foregoing restrictions and the Value
of all Sale and Lease-back Transactions in existence at such time
(other than any Sale and Lease-back Transaction which if such Sale
and Lease-back Transaction had been a mortgage, would have been
permitted by clause (i) of Section 1007(a) and other than Sale and
Lease-back Transactions as to which application of amounts have
been made in accordance with clause (b) of Section 1008) does not
at the time exceed 5% of Consolidated Net Tangible Assets, (y)
when a determination is made in respect of any series of
Securities issued on or after October 1, 1992 and prior to
November 1, 1994, to the issuance, assumption or guarantee by the
Company or any Domestic Subsidiary of Debt secured by a mortgage
which would otherwise be subject to the foregoing restrictions up
to an aggregate amount which, together with all other Debt of the
Company and its Domestic Subsidiaries secured by mortgages (other
than mortgages permitted by Subsection (a) of this Section 1007)
which would otherwise be subject to the foregoing restrictions and
the Value of all Sale and Lease-back Transactions in existence at
such time (other than any Sale and Lease-back
-2-
<PAGE>
Transaction which if such Sale and Lease-back Transaction had been
a mortgage, would have been permitted by clause (i) of Section
1007(a) and other than Sale and Lease-back Transactions as to
which application of amounts have been made in accordance with
clause (b) of Section 1008) does not at the time exceed 10% of
Consolidated Net Tangible Assets and (z) when a determination is
made in respect of any series of Securities issued on or after
November 1, 1994, to the issuance, assumption or guarantee by the
Company or any Domestic Subsidiary of Debt secured by a mortgage
which would otherwise be subject to the foregoing restrictions up
to an aggregate amount which, together with all other Debt of the
Company and its Domestic Subsidiaries secured by mortgages (other
than mortgages permitted by Subsection (a) of this Section 1007)
which would otherwise be subject to the foregoing restrictions and
the Value of all Sale and Lease-back Transactions in existence at
such time (other than any Sale and Lease-back Transaction which if
such Sale and Lease-back Transaction had been a mortgage, would
have been permitted by clause (i) of Section 1007(a) and other
than Sale and Lease-back Transactions as to which application of
amounts have been made in accordance with clause (b) of Section
1008) does not at the time exceed the greater of $200,000,000 or
10% of Consolidated Net Tangible Assets."
SECTION 102. The Company hereby certifies that the amendments to the
Indenture set forth in this Third Supplemental Indenture do not adversely affect
in any material respect the interests of the Holders of Securities of any series
issued prior to November 1, 1994. The Company hereby covenants and agrees that
(a) the Company shall comply with Sections 1007 and 1008 of the Indenture, as
amended by Section 101 of this Third Supplemental Indenture, as they apply by
their terms to Securities of any series and (b) the Company shall confirm to the
Trustee annually its compliance with Sections 1007 and 1008 of the Indenture, as
amended by Section 101 of this Third Supplemental Indenture, as they apply by
their terms to Securities of any series, in the certificate referred to in
Section 704(4) of the Indenture; provided however, that, consistent with the
provisions of paragraph (4) of Section 501 of the Indenture, a default in the
performance, or breach, of the covenants set forth in Sections 1007 and 1008 of
the Indenture, as amended by Section 101 of this Third Supplemental Indenture,
as they apply by their terms to Securities of any series, shall constitute such
a default or breach only with respect to Securities of such series.
-3-
<PAGE>
ARTICLE TWO
SECTION 201. For all purposes of this Third Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same
meanings as corresponding terms and expressions used in the Indenture; and (ii)
the words "herein," "hereof" and "hereby" and other words of similar import used
in this Third Supplemental Indenture refer to this Third Supplemental Indenture
as a whole and not to any particular section hereof.
SECTION 202. Except as expressly amended hereby, the Indenture is in
all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.
SECTION 203. This Third Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
SECTION 204. This Third Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, and all of such counterparts shall together constitute one and the
same instrument.
SECTION 205. The Trustee makes no representation as to the validity
or sufficiency of this Third Supplemental Indenture.
SECTION 206. The Recitals contained herein shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness.
SECTION 207. This instrument shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be governed
by and construed in accordance with the laws of the State of New York.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
SUPERVALU INC.
[SEAL] By
------------------------------------
Name:
Title:
Attest:
By
-------------------------------
Name:
Title:
BANKERS TRUST COMPANY
[SEAL] By
------------------------------------
Name:
Title:
Attest:
By
-------------------------------
Name:
Title:
-5-
<PAGE>
STATE OF MINNESOTA )
: ss.:
COUNTY OF HENNEPIN )
On the _________ of _____________________________, 1994, before me
personally came _________________________________________, to me known, who,
being by me duly sworn, did depose and say that he is_________________________
__________________________________ of SUPERVALU INC., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
______________________________
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the _________ of _____________________________, 1994, before me
personally came _________________________________________, to me known, who,
being by me duly sworn, did depose and say that she is ______________________
_________________________________________________ of Bankers Trust Company,
one of the corporations described in and which executed the foregoing
instrument; that she knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that she signed her name
thereto by like authority.
______________________________
Notary Public
-6-
<PAGE>
Exhibit 5
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-3
$400,000,000 of Debt Securities
Ladies and Gentlemen:
Reference is made to the proposed issuance and sale from time to time
by SUPERVALU INC., a Delaware corporation (the "Company"), of up to $400,000,000
aggregate initial offering price of its debt securities (the "Debt Securities")
and the Company's Registration Statement on Form S-3 (the "Registration
Statement") with respect to such Debt Securities to be filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Debt Securities are to be issued and sold
in accordance with resolutions of the Company's Board of Directors adopted on
June 29, 1994 (the "Resolutions") and under and pursuant to the provisions of
the Indenture dated as of July 1, 1987 between the Company and Bankers Trust
Company, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture dated as of August 1, 1990, the Second Supplemental Indenture dated as
of October 1, 1992 and such subsequent supplemental Indentures, including the
Third Supplemental Indenture to be dated November 1, 1994, as may be entered
into from time to time by the Company and the Trustee (such Indenture as so
supplemented being hereinafter called the "Indenture").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of this
opinion.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or
<PAGE>
SUPERVALU INC.
November 10, 1994
Page 2
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinion, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that when the specific
terms of a series of Debt Securities have been established in accordance with
the Resolutions and the Indenture, such series of Debt Securities will have been
duly authorized by all requisite corporate action and, when executed,
authenticated and delivered against payment therefor in accordance with the
Resolutions and the Indenture, will constitute valid and binding obligations of
the Company, enforceable in accordance with the terms of such series.
The opinion set forth above is subject to the following qualifications
and exceptions:
(a) In rendering the opinion set forth above, we have assumed that, at
the time of the authentication and delivery of a series of Debt Securities,
the Resolutions will not have been modified or rescinded; there will not
have occurred any change in the law affecting the authorization, execution,
delivery, validity or enforceability of the Debt Securities; the
Registration Statement will have been declared effective by the Commission
and will continue to be effective; the Indenture will have been qualified
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and will continue to be qualified; the Debt Securities of such
series will have been offered and sold pursuant to the terms described in
the Registration Statement and in compliance with the Securities Act, the
Trust Indenture Act and any applicable state securities laws; and none of
the particular terms of a series of Debt Securities will violate any
applicable law and neither the issuance and sale thereof nor the compliance
by the Company with the terms thereof will result in a violation of any
agreement or instrument then binding upon the Company or any order of any
court or governmental body having jurisdiction over the Company.
<PAGE>
SUPERVALU INC.
November 10, 1994
Page 3
(b) Our opinion is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar law of general
application affecting creditors' rights.
(c) Our opinion is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar doctrines
affecting the enforceability of agreements generally (regardless of whether
considered in a proceeding in equity or at law).
(d) As of the date of this opinion, a judgment for money in an action
based on a Debt Security denominated in a foreign currency or currency
unit, in a federal or state court in the United States, ordinarily would be
enforced in the United States only in United States dollars. The date used
to determine the rate of conversion into United States dollars of the
foreign currency or currency unit in which a particular Debt Security is
denominated will depend upon various factors, including which court renders
the judgment.
(e) Minnesota Statutes (S) 290.371, Subd. 4, provides that any
corporation required to file a Notice of Business Activities Report does
not have a cause of action upon which it may bring suit under Minnesota law
unless the corporation has filed a Notice of Business Activities Report and
provides that the use of the courts of the State of Minnesota for all
contracts executed and all causes of action that arose before the end of
any period for which a corporation failed to file a required report is
precluded. Insofar as our opinion may relate to the valid, binding and
enforceable character of any agreement in a Minnesota court, we have
assumed that any party seeking to enforce such agreement has at all times
been, and will continue at all times to be, exempt from the requirement of
filing a Notice of Business Activities Report or, if not exempt, has duly
filed, and will continue to duly file, all Notice of Business Activities
Reports.
Our opinion expressed above is limited to the laws of the State of
Minnesota, the General Corporation Law of the State of Delaware and the federal
laws of the United States of America.
<PAGE>
SUPERVALU INC.
November 10, 1994
Page 4
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of Debt Securities" contained in the Prospectus included therein.
Dated: November 10, 1994
Very truly yours,
GLT
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 12
SUPERVALU INC. and Subsidiaries
Ratio of Earnings to Fixed Charges
First Half Ended Fiscal Year Ended
--------------------------- ----------------------------------------------------------------
(In thousands, except ratios) September 11, September 10, February 26, February 27, February 29, February 23, February 24,
1995 1994 1994 1993 1992 1991 1990
------------- ------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before income taxes $138,530 $142,404 $294,080 $258,618 $322,840 $225,680 $215,730
Less undistributed earnings of ShopKo (334) (367) (8,306) (16,582) (14,891) -- --
-------- -------- -------- -------- -------- -------- --------
Earnings before income taxes 138,196 142,037 285,774 242,036 307,949 225,680 215,730
Interest expense 67,955 66,426 120,292 83,066 72,693 76,411 75,340
Interest on operating leases 9,588 9,309 17,288 6,661 2,732 3,435 3,038
-------- -------- -------- -------- -------- -------- --------
$215,739 $217,772 $423,354 $331,763 $383,374 $305,526 $294,108
======== ======== ======== ======== ======== ======== ========
Total fixed charges $ 77,543 $ 75,735 $137,580 $ 89,727 $ 75,425 $ 79,846 $ 78,378
======== ======== ======== ======== ======== ======== ========
Ratio of earnings to fixed charges 2.78 2.88 3.08 3.70 5.08 3.83 3.75
======== ======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
EXHIBIT 15
LETTER REGARDING UNAUDITED INFORMATION
SUPERVALU INC.
Eden Prairie, Minnesota
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of SUPERVALU INC. and subsidiaries for the periods ended June 18,
1994 and June 19, 1993, as indicated in our report dated July 20, 1994 and the
periods ended September 10, 1994 and September 11, 1993, as indicated in our
report dated October 11, 1994; because we did not perform an audit, we expressed
no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended June 18, 1994 and
September 10, 1994, are incorporated by reference in this Registration
Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or reports prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche LLP
Minneapolis, Minnesota
November 7, 1994
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SUPERVALU INC. on Form S-3 of our reports dated April 7, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of SUPERVALU INC.
for the year ended February 26, 1994 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
November 7, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael W. Wright, Jeffrey C.
Girard and David A. Cairns, and each or any one of them, his/her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3, and any and all
amendments (including post-effective amendments) thereto, for the offer and sale
of up to $400,000,000 of Debt Securities of SUPERVALU INC. and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 29th
day of June, 1994, by the following persons:
/s/ Herman Cain /s/ Richard D. McCormick
- ------------------------- -------------------------
Herman Cain Richard D. McCormick
/s/ Stephen I. D'Agostino /s/ Harriet K. Perlmutter
- ------------------------- -------------------------
Stephen I. D'Agostino Harriet K. Perlmutter
/s/ Edwin C. Gage /s/ Carole F. St. Mark
- ------------------------- -------------------------
Edwin C. Gage Carole F. St. Mark
/s/ Vernon H. Heath /s/ Winston R. Wallin
- ------------------------- -------------------------
Vernon H. Heath Winston R. Wallin
/s/ William A. Hodder /s/ Michael W. Wright
- ------------------------- -------------------------
William A. Hodder Michael W. Wright
/s/ Garnett L. Keith /s/ Jeffrey C. Girard
- ------------------------- -------------------------
Garnett L. Keith Jeffrey C. Girard
/s/ Richard L. Knowlton /s/ Isaiah Harris
- ------------------------- -------------------------
Richard L. Knowlton Isaiah Harris
<PAGE>
EXHIBIT 25
_____________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___________
______________________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
_________________________________
SUPERVALU INC.
(Exact name of obligor as specified in the charter)
DELAWARE 41-0617000
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
11840 VALLEY VIEW ROAD
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices) (Zip Code)
______________________________
DEBT SECURITIES
(Title of the indenture securities)
______________________________________________________________________________
<PAGE>
-2-
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated March 28, 1994 - Incorporated
herein by reference to Exhibit 1 filed with Form 1
Statement, Registration No. 33-79862.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated as
amended on September 21, 1993. - Incorporated herein
by reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 33-52359.
<PAGE>
-3-
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. - Incorporated herein by reference
to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.
EXHIBIT 7 - A copy of the latest report of condition of Bankers
Trust Company dated as of June 30, 1994 -
Incorporated herein by reference to Exhibit 7 filed
with Form T-1 Statement, Registration No. 33-83618
EXHIBIT 8 - Not Applicable
EXHIBIT 9 - Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 1st day of November, 1994.
BANKERS TRUST COMPANY
By: Susan Johnson
----------------------
Susan Johnson
Assistant Vice President
