<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1995
REGISTRATION NO. 33-56415
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
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
(612) 828-4000
GARY L. TYGESSON JOHN T. BOSTELMAN
SULLIVAN & CROMWELL
DORSEY & WHITNEY P.L.L.P.
220 SOUTH SIXTH STREET 250 PARK AVENUE
MINNEAPOLIS, MINNESOTA 55402-1498 NEW YORK, NEW YORK 10177
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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]
----------------
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 FEBRUARY 17, 1995
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 , 1995
<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, the twelve weeks ended September 10, 1994 and the
twelve weeks ended December 3, 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 December 3,
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 December
3, 1994:
<TABLE>
<CAPTION>
DECEMBER 3,
1994
-----------
(IN
THOUSANDS)
<S> <C>
Short-term debt:
Notes payable.................................................... $ 365,288
Current maturities of long-term debt............................. 10,451
Current obligations under capital leases......................... 18,624
----------
Total short-term debt.......................................... 394,363
Long-term debt:
Long-term debt................................................... 1,196,340
Long-term obligations under capital leases....................... 265,566
----------
Total long-term debt........................................... 1,461,906
Stockholders' equity:
Preferred stock.................................................. 5,908
Common stock..................................................... 75,335
Capital in excess of par value................................... 13,254
Retained earnings................................................ 1,209,792
Treasury stock, at cost.......................................... (107,051)
----------
Total stockholders' equity..................................... $1,197,238
==========
Total capitalization......................................... $3,053,507
==========
</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 three quarters
of fiscal 1995 (40 weeks) ended December 3, 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 December 3, 1994 incorporated by
reference in and made part of this Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------------------------------
THREE QUARTERS
(40 WEEKS) ENDED (52 WEEKS) (53 WEEKS) (52 WEEKS)
------------------------ ------------------------- ------------ -------------------------
DECEMBER 3, DECEMBER 4, FEBRUARY 26, FEBRUARY 27, FEBRUARY 29, FEBRUARY 23, FEBRUARY 24,
1994(4) 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.............. $12,673,034 $12,249,905 $15,936,925 $12,568,000 $10,632,301 $10,104,899 $9,734,811
Costs and expenses:
Cost of sales.......... 11,537,736 11,188,502 14,523,434 11,531,394 9,807,633 9,360,886 9,043,953
Selling and
administrative
expenses.............. 869,089 786,894 1,044,433 746,857 583,789 531,972 484,586
Restructuring and other
charges............... 244,000 -- -- -- -- -- --
Interest, net.......... 81,608 70,903 89,767 54,203 34,320 31,441 33,104
Equity in earnings of
ShopKo................ 8,769 10,084 14,789 23,072 32,176 45,080 42,562
Gain on sale of ShopKo
stock................. -- -- -- -- 84,105 -- --
Earnings (loss) before
income taxes and
accounting change..... (50,630) 213,690 294,080 258,618 322,840 225,680 215,730
Net earnings........... 5 132,646 185,253 164,526 194,377 155,136 147,746
BALANCE SHEET DATA
Current assets......... $ 1,854,727 $ 1,724,555 $ 1,563,313 $ 1,573,593 $ 1,163,270 $ 884,894 $ 843,973
Working capital(1)..... 367,868 478,543 452,121 361,093 534,182 196,217 188,139
Total assets........... 4,499,148 4,180,732 4,042,351 4,064,189 2,484,300 2,401,357 2,239,900
Long-term debt and
capital leases........ 1,461,906 1,332,748 1,262,995 1,347,386 608,241 567,444 549,694
Total stockholders'
equity................ 1,197,238 1,230,439 1,275,458 1,134,820 1,030,981 978,678 869,891
PER SHARE DATA
Earnings per common
share before
accounting change..... $ -- $ 1.85 $ 2.58 $ 2.31 $ 2.78 $ 2.06 $ 1.97
Cash dividend per
common share.......... $ 0.690 $ 0.635 $ .85 1/2 $ .76 1/2 $ .70 1/2 $ .64 1/2 $ .58 1/2
Book value (at period
end).................. $ 16.75 $ 17.20 $ 17.70 $ 15.84 $ 14.35 $ 13.01 $ 11.59
RATIO OF EARNINGS TO
FIXED CHARGES(2)....... 0.52 2.95 3.08 3.70 5.08 3.83 3.75
</TABLE>
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(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. The
Internal Revenue Service subsequently determined that the partial
disposition of ShopKo Stores, Inc. was a non-taxable transaction.
Therefore, $40.8 million of taxes provided by the Company for this
transaction was reversed and reflected in the financial statements in the
third quarter of fiscal 1995.
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,
Ultra IGA and MAX CLUB. Information in this Prospectus regarding the number of
stores supplied and operated by SUPERVALU is as of December 3, 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 December 3, 1994, operated 124
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.
In December 1994, the Company announced a change in operating strategy which
included the decision to restructure certain of its operations and reassess the
recoverability of underlying assets. Restructuring and other charges totaling
$244.0 million were recorded in the third quarter of fiscal 1995 to provide for
the implementation of the plan formulated under SUPERVALU Advantage, and the
sale, closure or restructuring of certain retail businesses. The aggregate
charges also included the recognition of certain intangible asset impairments
based on the Company's established process of reviewing intangibles on a
periodic recurring basis.
Management's objective under SUPERVALU Advantage is to fundamentally change
the Company's business processes to improve the effectiveness and efficiency of
the Company's food distribution system, thus lowering the cost of goods to the
Company's customers. Management's retail food objective is to improve retail
performance by eliminating certain operations and assets that do not
6
<PAGE>
add shareholder value and focusing the Company's corporate retail efforts on
formats which it believes will produce the best results in the future. The
restructuring plan anticipates four main initiatives: creation of three
regional "upstream" distribution facilities; utilization of resets and
mechanized inventory sort at "downstream" distribution facilities; elimination
of certain retail businesses and assets; and a re-engineering of both food
distribution and retail food organizations and operations. The Company expects
approximately 4,300 positions will be eliminated over the next 18 months under
the re-engineering efforts, 1,700 of which are in retail food operations.
The aggregate charges include $204.8 million for activities under the
restructuring plan, covering $53.1 million for severance, pension and
outplacement; $20.0 million for loss on disposal of non-real estate assets and
leases in food distribution; $87.8 million for exiting properties and leases at
retail locations; and $43.9 million for impaired real estate. The aggregate
charges also include $39.2 million for asset impairment, covering intangibles
in businesses where future undiscounted cash flow is not sufficient to recover
the book value of the recorded intangible. Cash expenditures related to the
aggregate charges are estimated at $2.3 million during the fourth quarter of
fiscal 1995, $31.2 million in fiscal 1996 and $24.3 million thereafter. These
cash expenditures cover severance, pension, outplacement and carrying costs of
impaired food distribution real estate.
The restructuring charges do not cover certain aspects of the plan, including
new information systems, anticipated operating losses on retail business units
to be exited, implementation costs associated with SUPERVALU Advantage,
employee relocation and training. These costs are not considered exit
activities and will be recognized as incurred. The Company incurred expenses of
approximately $9.9 million in the first three quarters of fiscal 1995 in
connection with the Advantage project, primarily studying the fundamentals of
the Company's business and the industry and developing a restructuring plan,
and the Company expects to incur additional expenses of approximately $4 to $5
million for the remainder of fiscal 1995. The Company anticipates a modest
increase in expenses related to this initiative in fiscal 1996. It is the
Company's intent to make capital investments 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, together with the cash
expenditures related to the restructuring charges discussed above, will be
funded through internally generated cash, principally from inventory and
property reductions, and existing credit facilities.
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.
7
<PAGE>
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 December 3, 1994:
Cub Foods consists of 113 discount food superstores, 56 of which are
franchised to independent retailers and 57 of which are corporately
operated, including two Cub Foods stores operated by Scott's, as discussed
below. During the fourth quarter of fiscal 1995 one new corporate store is
scheduled to open and one corporate store is 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.
Save-A-Lot is the Company's combined wholesale and retail limited
assortment operation. There are 462 Save-A-Lot limited assortment stores of
which 104 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 17 stores during the remainder of fiscal 1995
including three corporately owned stores.
Scott's Foods is a 17-store group (which includes two Cub Foods stores
discussed above) located in the Fort Wayne, Indiana area.
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. Under the restructuring plan, the
Laneco division will refocus on food-driven formats and will exit certain
non-food operations.
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. The Twin Valu supercenters will be closed in
connection with the restructuring.
MAX CLUB consists of four 70,000 square foot corporately-operated
membership warehouse clubs in Arizona and California.
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.
Approximately 30 retail stores are expected to be sold or closed in
connection with the restructuring, primarily in fiscal 1995 and 1996.
8
<PAGE>
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 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)
9
<PAGE>
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,
10
<PAGE>
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)
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)
11
<PAGE>
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
12
<PAGE>
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
13
<PAGE>
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
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.
14
<PAGE>
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 P.L.L.P., 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.
15
<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 P.L.L.P.*
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 P.L.L.P. (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>
- --------
* Previously filed.
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 AMENDMENT NO. 1 TO
THE 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 17TH DAY OF FEBRUARY, 1995.
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 AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON FEBRUARY 17, 1995.
<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
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S> <C>
12 Calculation of Ratio of Earnings to Fixed Charges.................
23.1 Consent of Deloitte & Touche LLP..................................
</TABLE>
<PAGE>
EXHIBIT 12
SUPERVALU INC. and Subsidiaries
Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Three Quarters (40 Weeks) Ended Fiscal Year Ended
------------------------------- ----------------------------------------------------------------
(In thousands, except ratios) December 3, December 4, February 26, February 27, February 29, February 23, February 24,
1994 1993 1994 1993 1992 1991 1990
----------- ----------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) before income taxes ($50,630) $213,690 $294,080 $258,618 $322,840 $225,680 $215,730
Less undistributed earnings of ShopKo (3,907) (5,221) (8,306) (16,582) (14,891) -- --
-------- -------- -------- -------- -------- -------- --------
Earnings (loss) before income taxes (54,537) 208,469 285,774 242,036 307,949 225,680 215,730
Interest expense 100,518 93,529 120,292 83,066 72,693 76,411 75,340
Interest on operating leases 13,698 13,299 17,288 6,661 2,732 3,435 3,038
-------- -------- -------- -------- -------- -------- --------
$ 59,679 $315,297 $423,354 $331,763 $383,374 $305,526 $294,108
======== ======== ======== ======== ======== ======== ========
Total fixed charges $114,216 $106,828 $137,580 $ 89,727 $ 75,425 $ 79,846 $ 78,378
======== ======== ======== ======== ======== ======== ========
Ratio of earnings to fixed charges 0.52 2.95 3.08 3.70 5.08 3.83 3.75
======== ======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-56415 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 such Registration Statement.
Deloitte & Touche LLP
Minneapolis, Minnesota
February 15, 1995
