<PAGE>
Filed Pursuant to Rule 424(b)5
File No. 33-52422
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 14, 1994
$150,000,000
LOGO
7.25% NOTES DUE JULY 15, 1999
----------------
Interest on the 7.25% Notes due July 15, 1999 (the "Notes") is payable on
January 15 and July 15 of each year, commencing January 15, 1995. The Notes are
not redeemable prior to maturity. The Notes will be issued only in registered
form in denominations of $1,000 and integral multiples thereof. The Notes will
be represented by one or more global notes (the "Global Notes") registered in
the name of a nominee of The Depository Trust Company, as Depositary (the
"Depositary"). Beneficial interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depositary (with respect to its participants' interests) and its participants.
Except as described in this Prospectus Supplement, Notes in certificated form
will not be issued in exchange for the Global Notes. See "Description of
Notes".
----------------
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 SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per 7.25% Note..................... 99.570% .625% 98.945%
Total.............................. $149,355,000 $937,500 $148,417,500
</TABLE>
- --------
(1) Plus accrued interest from July 15, 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of estimated expenses of $150,000 payable by the Company.
----------------
The Notes are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Global Notes will be
ready for delivery to the Depositary on or about July 21, 1994, against payment
therefor in immediately available funds.
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
PIPER JAFFRAY INC.
----------------
The date of this Prospectus Supplement is July 14, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby
(referred to in the Prospectus as the "Offered Debt Securities") supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of Debt Securities set forth in the Prospectus, to
which description reference is hereby made. Capitalized terms not defined in
this Prospectus Supplement have the meanings assigned to such terms in the
Prospectus.
The Notes offered hereby will be limited to $150,000,000 aggregate principal
amount and will mature on July 15, 1999. The Notes are not redeemable prior to
maturity and are not entitled to a sinking fund. Interest at the applicable
annual rate set forth on the cover page of this Prospectus Supplement will be
payable semiannually on January 15 and July 15, commencing January 15, 1995, to
the persons in whose names the Notes are registered at the close of business on
the January 1 or July 1, as the case may be, preceding such interest payment
date. Interest on the Notes will accrue from July 15, 1994 or from the most
recent interest payment date to which interest has been paid or provided for.
The Notes constitute a separate series of Debt Securities under the Indenture
described in the Prospectus and will be issued in denominations of $1,000 or
any integral multiple thereof.
The Notes will be unsecured and will rank on a parity with each other and
with all other unsecured and unsubordinated indebtedness of the Company.
Other than the covenants described in "Certain Covenants of the Company" and
"Consolidation, Merger and Sale of Assets" under the caption "Description of
Debt Securities" in the Prospectus, there are no covenants or provisions
contained in the Indenture or in the Notes which may afford Holders of the
Notes protection in the event of a recapitalization, holding company merger or
other transaction (leveraged or otherwise) involving the Company, its
management or affiliates.
The Company will comply with any applicable tender offer rules under the
Exchange Act, including Rule 14e-1 thereof, as then in effect, with respect to
any repurchase of securities by the Company.
See "Description of Debt Securities" in the Prospectus.
BOOK-ENTRY PROCEDURES
Upon issuance, all Notes will be represented by one or more fully registered
global notes (the "Global Notes"). Each such Global Note will be deposited
with, or on behalf of, The Depository Trust Company, as Depositary, registered
in the name of the Depositary or a nominee thereof. Unless and until it is
exchanged in whole or in part for Notes in definitive form, no Global Note may
be transferred except as a whole by the Depositary to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary.
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a "banking organization" within the meaning of the Banking Law of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depositary was created to hold securities of its participants
(defined below) and to facilitate the clearance and
S-2
<PAGE>
settlement transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations, and certain other
organizations, some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Ownership of beneficial interests in the Notes will be limited to persons
that have accounts with the Depositary ("participants") or persons that may
hold interests through participants. The Depositary has advised the Company
that upon the issuance of the Global Notes representing the Notes, the
Depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the Notes.
Ownership of beneficial interests in such Global Notes will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Depositary (with respect to interests of participants) and on
the records of participants (with respect to interests of persons holding
through participants). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Notes.
So long as the Depositary, or its nominee, is the registered owner of a
Global Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or Holder of the Notes represented by such Global
Note for all purposes under the Indenture. Except as provided below, owners of
beneficial interests in a Global Note will not be entitled to have the Notes
represented by such Global Notes registered in their names, will not receive or
be entitled to receive physical delivery of the Notes in definitive form and
will not be considered the owners or Holders thereof under the Indenture.
Accordingly, each Person owning a beneficial interest in a Global Note must
rely on the procedures of the Depositary and, if such Person is not a
participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a Holder under the Indenture. The
Company understands that under existing industry practices, in the event that
the Company requests any action of Holders or that an owner of a beneficial
interest in such a Global Note desires to give or take any action which a
Holder is entitled to give or take under the Indenture, the Depositary would
authorize the participants holding the relevant beneficial interests to give or
take such action, and such participants would authorize beneficial owners
owning through such participants to give or take such action or would otherwise
act upon the instructions of beneficial owners holding through them.
Payment of principal of, and interest on, Notes registered in the name of the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the Holder of the Global Notes representing such Notes. None of
the Company, the Trustee or any other agent of the Company or agent of the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests or
for supervising or reviewing any records relating to such beneficial ownership
interests. The Depositary, upon receipt of any payment of principal or interest
in respect of a Global Note, will credit the accounts of the participants with
payment in amounts proportionate to their respective beneficial interests in
such Global Note as shown on the records of the Depositary. Payments by
participants to owners of beneficial interests in a Global Note will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
participants.
If (x) the Depositary is at any time unwilling or unable to continue as
Depositary with respect to Global Notes or the Depositary ceases to be a
clearing agency registered under the Exchange Act, (y) the Company executes and
delivers to the Trustee a Company Order to the effect that the Global Notes
S-3
<PAGE>
shall be transferable and exchangeable or (z) there shall have occurred and be
continuing an Event of Default or an event which after notice or lapse of time,
or both, would constitute an Event of Default with respect to the Notes, the
Global Notes will be transferable or exchangeable for Notes in definitive form
of like tenor in an equal aggregate principal amount. Such definitive Notes
shall be registered in such name or names as the Depositary shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Depositary from participants with respect to ownership of
beneficial interests in such Global Notes.
SAME-DAY FUNDS SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, the Notes will trade
in the Depositary's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the Notes will therefore be required by
the Depositary to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Pricing Agreement and
the Underwriting Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the respective principal amounts of the Notes set forth opposite its
name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
- ----------- ------------
<S> <C>
Goldman, Sachs & Co. ............................................. $60,000,000
CS First Boston Corporation....................................... 60,000,000
Piper Jaffray Inc................................................. 30,000,000
------------
Total......................................................... $150,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of 0.375% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.250% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that they intend to make
markets in the Notes but are not obligated to do so and may discontinue market
making with respect to the Notes at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Notes.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Company from time to time has retained each of the Underwriters to
perform various investment banking and financial advisory services, for which
they have received customary fees.
S-4
<PAGE>
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 $150,000,000 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 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 JULY 14, 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. 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 Current Report on Form 8-K dated July 14, 1994.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, 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, 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 14th 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 295 retail food
supermarkets, discount food superstores, combination stores, limited assortment
and other stores. Information in this Prospectus regarding the number of stores
supplied and operated by SUPERVALU is as of June 18, 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.
RECENT DEVELOPMENTS
The Company's net sales for the quarter (16 weeks) ended June 18, 1994 were
$5.0 billion, compared to $4.9 billion for the same period last year. Net
earnings for the first quarter of fiscal 1995 were $50.6 million, as compared
to $51.1 million for the same period in fiscal 1994. Earnings per share were
$.71 for the first quarter of fiscal 1995 and fiscal 1994.
On July 13, 1994, the Company announced that it had reached an agreement,
subject to certain approvals, to acquire for cash in a merger all of the stock
of Hyper Shoppes, Inc. ("Hyper Shoppes"), a Cincinnati, Ohio based retailer
with annual sales of approximately $500 million. Hyper Shoppes currently
operates seven bigg's stores, including five bigg's supercenters in the
Cincinnati, Louisville and Denver markets, and two bigg's Foods in the
Cincinnati and Louisville markets. SUPERVALU currently owns approximately 30%
of Hyper Shoppes and is the principal supplier to the bigg's stores.
USE OF PROCEEDS
The Company intends to utilize $100 million of the net proceeds from the sale
of the Debt Securities offered hereby to refund $100 million of the Company's 9
3/8% Notes due August 15, 1994; prior to such refunding, such net proceeds will
be used to reduce short-term commercial paper borrowings. The Company intends
to utilize $32 million of the net proceeds from the sale of the Debt Securities
offered hereby to repay certain mortgage indebtedness (including prepayment
premiums) assumed by the Company in connection with the acquisition of Wetterau
Properties Inc. in May 1994. See "Business--Overview". Such assumed debt had
interest rates ranging from 8.75% to 10.05% and maturities ranging from 2002 to
2007. The Company intends to utilize the remaining net proceeds from the sale
of the Debt Securities offered hereby to reduce short-term commercial paper
borrowings. As of July 14, 1994, the Company's short-term commercial paper
borrowings had an average interest rate of approximately 4.39%.
3
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of SUPERVALU as of June 18,
1994:
<TABLE>
<CAPTION>
JUNE 18,
1994
----------
(IN
THOUSANDS)
<S> <C>
Short-term debt:
Notes payable..................................................... $ 239,226
Current maturities of long-term debt.............................. 9,060
Current obligations under capital leases.......................... 18,440
----------
Total short-term debt........................................... 266,726
Long-term debt:
Long-term debt.................................................... 1,154,678
Long-term obligations under capital leases........................ 253,895
----------
Total long-term debt............................................ 1,408,573
Stockholders' equity:
Preferred stock................................................... 5,908
Common stock...................................................... 75,335
Capital in excess of par value.................................... 13,224
Retained earnings................................................. 1,302,957
Treasury stock, at cost........................................... (107,745)
----------
Total stockholders' equity...................................... $1,289,679
==========
Total capitalization.......................................... $2,964,978
==========
</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 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 incorporated by reference in and made part of this Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------------------------------
(52 WEEKS) (53 WEEKS) (52 WEEKS)
------------------------- ------------ -------------------------
FEBRUARY 26, FEBRUARY 27, FEBRUARY 29, FEBRUARY 23, FEBRUARY 24,
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.............. $15,936,925 $12,568,000 $10,632,301 $10,104,899 $9,734,811
Costs and expenses:
Cost of sales.......... 14,523,434 11,531,394 9,807,633 9,360,886 9,043,953
Selling and
administrative
expenses.............. 1,044,433 746,857 583,789 531,972 484,586
Interest, net.......... 89,767 54,203 34,320 31,441 33,104
Equity in earnings of
ShopKo................ 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................ 294,080 258,618 322,840 225,680 215,730
Net earnings........... 185,253 164,526 194,377 155,136 147,746
BALANCE SHEET DATA
Current assets......... $ 1,563,313 $ 1,573,593 $ 1,163,270 $ 884,894 $ 843,973
Working capital(1)..... 452,121 361,093 534,182 196,217 188,139
Total assets........... 4,042,351 4,064,189 2,484,300 2,401,357 2,239,900
Long-term debt and
capital leases........ 1,262,995 1,347,386 608,241 567,444 549,694
Total stockholders'
equity................ 1,275,458 1,134,820 1,030,981 978,678 869,891
PER SHARE DATA
Earnings per common
share before
accounting change..... $ 2.58 $ 2.31 $ 2.78 $ 2.06 $ 1.97
Cash dividend per
common share.......... $ .85 1/2 $ .76 1/2 $ .70 1/2 $ .64 1/2 $ .58 1/2
Book value (at period
end).................. $ 17.70 $ 15.84 $ 14.35 $ 13.01 $ 11.59
RATIO OF EARNINGS TO
FIXED CHARGES(2)....... 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 was purchased
for approximately $1.1 billion, which 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, Inc.
5
<PAGE>
BUSINESS
OVERVIEW
The Company is a leading food wholesaler and approximately the 14th 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 295 retail food
supermarkets, discount food superstores, combination stores, limited assortment
and other stores, primarily under the names of Cub Foods, Shop 'n Save, 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 June 18, 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 June 18, 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").
As of October 31, 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 further consolidations to improve efficiencies in its
distribution operations.
In March 1994, the Company acquired Sweet Life Foods, Inc. ("Sweet Life"), 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.
The Company has also made other smaller acquisitions from time to time to
further the growth of its food distribution, retailing and bakery operations.
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, including the 280 stores added as
customers upon completion of the acquisition of Sweet Life in March 1994.
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.
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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 295 retail stores under
several formats, including discount food superstores, conventional stores,
upscale service-oriented supermarkets, supercenters, combination stores and
limited assortment stores. These diverse formats enable the Company to operate
in a variety of markets under widely differing competitive circumstances.
The Company's retail stores operate under the following principal formats:
Cub Foods consists of 109 discount food superstores, 56 of which are
franchised to independent retailers and 53 of which are corporately
operated. Plans for the remainder of fiscal 1995 include the opening of
from seven to nine corporate Cub Foods stores and an additional four
franchised units. 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.
Save-A-Lot is the Company's combined wholesale and retail limited
assortment operation. There are 449 Save-A-Lot limited assortment stores of
which 109 are corporately operated. This includes the 30 Texas T stores in
the Dallas-Ft. Worth, Texas market which were acquired by Save-A-Lot in May
1994 and which will be converted to the Save-A-Lot banner. Save-A-Lot
projects adding 97 stores during the remainder of fiscal 1995 including 16
corporately owned stores, in addition to the Texas T stores.
Scott's Foods is a 16-store group located in the Fort Wayne, Indiana area
acquired by the Company in 1991. One new store is planned for 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 intends to develop two
additional stores in fiscal 1995.
Other formats operated by the Company include County Market, SUPERVALU,
IGA, Foodland and others.
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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 and the Second Supplemental Indenture dated as of October 1, 1992 (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 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)
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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.
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,
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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 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)
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)
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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 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
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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)
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
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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 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 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
Securities Act of 1933, as amended (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.
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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 of SUPERVALU included in SUPERVALU's
Annual Report on Form 10-K incorporated by reference herein have been audited
by Deloitte & Touche, independent auditors, and have been so incorporated in
reliance on the report of said firm, given on their authority as experts in
auditing and accounting.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PRO-
SPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PRO-
SPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DE-
SCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE 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 SUPPLEMENT OR
THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR INCOR-
PORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF SUCH INFORMATION.
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PROSPECTUS SUPPLEMENT
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<S> <C>
Description of Notes....................................................... S-2
Underwriting............................................................... S-4
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Recent Developments........................................................ 3
Use of Proceeds............................................................ 3
Capitalization............................................................. 4
Selected Consolidated Financial Information................................ 5
Business................................................................... 6
Description of Debt Securities............................................. 8
Plan of Distribution....................................................... 13
Validity of Debt Securities................................................ 14
Experts.................................................................... 14
</TABLE>
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$150,000,000
SUPERVALU INC.
7.25% NOTES DUE JULY 15, 1999
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LOGO
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GOLDMAN, SACHS & CO.
CS FIRST BOSTON
PIPER JAFFRAY INC.
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