<PAGE>
As filed with the Securities and Exchange Commission on August 14, 1996
Registration No. 333-________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act Of 1933
-------------------------
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0617000
(State of incorporation) (I.R.S. Employer
Identification No.)
-------------------------
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address, including zip code, of principal executive offices)
-------------------------
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
(Full title of the plan)
-------------------------
Teresa H. Johnson
Corporate Secretary
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(612) 828-4000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Proposed
maximum Proposed
Title of offering maximum Amount of
securities to be Amount to be price aggregate registration
registered registered (1) per share(2) offering price(2) fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value
per share......... 1,100,000 shares $27.875 $30,662,500 $11,360
==================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate amount of
interests in the SUPERVALU Pre-tax Savings and Profit Sharing Plan to be
offered pursuant to such plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c), on the basis of the average of the
high and low prices of the Registrant's Common Stock as reported on the
Consolidated Transaction Reporting System of the New York Stock Exchange on
August 9, 1996.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement: (1) the Company's Annual Report on Form 10-K for the year (52 weeks)
ended February 24, 1996 (File No. 1-5418); (2) the Company's Quarterly Report on
Form 10-Q for the quarter (16 weeks) ended June 15, 1996 (File No. 1-5418); (3)
all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
February 24, 1996; and (4) the description of the Company's Common Stock
contained in any registration statement filed by the Company under the Exchange
Act, including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company and the SUPERVALU Pre-Tax Savings
and Profit Sharing Plan (the "Plan") with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors or officers of Delaware corporations
against expenses, judgments, fines and settlements in connection with
litigation.
Article Eighth of the Company's Restated Certificate of Incorporation
provides that a director shall not be liable to the Company 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 the Company 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 repurchase 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 the Company's Restated Bylaws and the Company's
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the directors and officers of the Company against certain liabilities.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.1 Restated Certificate of Incorporation is incorporated by reference to
Exhibit (3)(i) to the Registrant's Annual Report on Form 10-K for the
year ended February 26, 1994.
4.2 Restated Bylaws is incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-3, Registration No. 33-
52422.
4.3 Rights Agreement dated as of April 12, 1989 between the Registrant and
Norwest Bank Minnesota, N.A., as Rights Agent, is incorporated by
reference to Exhibit 1 to the Registrant's Form 8-K Report dated April
19, 1989.
5.1 Determination Letter from the Internal Revenue Service with respect to
qualification of the Plan under the Employee Retirement Income
Security Act of 1974.
15.1 Letter from Deloitte & Touche LLP regarding Unaudited Interim
Financial Information.
23.1 Consent of Deloitte & Touche LLP, Independent Certified Public
Accountants.
24.1 Power of Attorney.
The Registrant hereby undertakes to submit any amendments to the Plan to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan under the Employee Retirement
Income Security Act of 1974.
Item 9. Undertakings.
------------
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 the registration statement.
3
<PAGE>
(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.
(b) 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 each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(c) 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 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.
4
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on August 14, 1996.
SUPERVALU INC.
By: /s/ Michael W. Wright
---------------------------------------
Michael W. Wright
Chairman of the Board, President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on August 14, 1996.
/s/ Michael W. Wright Chairman of the Board; President; Chief Executive
- --------------------------- Officer; and Director (principal executive
Michael W. Wright officer)
/s/ Jeffrey C. Girard Executive Vice President and Chief Financial
- --------------------------- Officer (principal financial officer)
Jeffrey C. Girard
/s/ Isaiah Harris Vice President and Controller (principal
- --------------------------- accounting officer)
Isaiah Harris
/s/ Herman Cain* Director
- ---------------------------
Herman Cain
/s/ Stephen I. D'Agostino* Director
- ---------------------------
Stephen I. D'Agostino
/s/ Lawrence A. Del Santo* Director
- ---------------------------
Lawrence A. Del Santo
/s/ Edwin C. Gage* Director
- ---------------------------
Edwin C. Gage
/s/ Vernon H. Heath* Director
- ---------------------------
Vernon H. Heath
/s/ William A. Hodder* Director
- ---------------------------
William A. Hodder
5
<PAGE>
/s/ Garnett L. Keith, Jr.* Director
- ---------------------------
Garnett L. Keith, Jr.
/s/ Richard L. Knowlton* Director
- ---------------------------
Richard L. Knowlton
/s/ Charles M. Lillis* Director
- ---------------------------
Charles M. Lillis
/s/ Harriet Perlmutter* Director
- ---------------------------
Harriet Perlmutter
/s/ Carole F. St. Mark* Director
- ---------------------------
Carole F. St. Mark
/s/ Winston R. Wallin* Director
- ---------------------------
Winston R. Wallin
*Executed this 14th day of August, 1996, by on behalf of the indicated Directors
by Michael W. Wright, duly appointed Attorney-In-Fact.
/s/ Michael W. Wright
-------------------------------------
Michael W. Wright
Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the
SUPERVALU Pre-Tax Savings and Profit Sharing Plan has duly caused this
registration statement to be signed on its behalf by SUPERVALU INC. , the plan
administrator, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on August 14, 1996.
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
By: SUPERVALU INC., the plan administrator
By: /s/ Michael W. Wright
--------------------------------------------
Michael W. Wright
Chairman of the Board, President, and
Chief Executive Officer
6
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Item No. Item Method of Filing
- -------- ---- ----------------
<S> <C> <C>
4.1 Restated Articles of Incorporation. Incorporated by reference to
Exhibit (3)(i) to the Registrant's
Annual Report on Form 10-K for
the year ended February 26,
1994.
4.2 Restated Bylaws. Incorporated by reference to
Exhibit 3.2 to the Registrant's
Registration Statement on Form
S-3, Registration No. 33-52422.
4.3 Rights Agreement dated as of April 12, 1989 Incorporated by reference to
between the Registrant and Norwest Bank Exhibit 1 to the Registrant's
Minnesota, N.A., as Rights Agent. Form 8-K Report dated April 19,
1989.
5.1 Determination letter from the Internal Revenue Filed electronically herewith.
Service with respect to qualification of the
Plan under the Employee Retirement Income
Security Act of 1974.
15.1 Letter from Deloitte & Touche LLP regarding Filed electronically herewith.
Unaudited Interim Financial Information.
23.1 Consent of Deloitte & Touche LLP, Independent Filed electronically herewith.
Certified Public Accountants.
24.1 Power of Attorney. Filed electronically herewith.
</TABLE>
<PAGE>
Exhibit 5.1
-----------
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number:
Date: April 24, 1996 41-0617000
File Folder Number:
SUPERVALU INC. 410006107
C/O ROBERT A. SENG Person to Contact:
DORSEY & WHITNEY JAMES CELINSKI
220 SOUTH SIXTH STREET Contact Telephone Number:
MINNEAPOLIS, MN 55402 (414) 798-8360
Plan Name:
SUPERVALU PRE-TAX SAVINGS &
PROFIT SHARING PLAN
Plan Number: 015
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted
on 10-11-89 & 02-17-89.
This determination letter is also applicable for the amendment(s)
adopted on 01-20-95 & 12-15-87.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
<PAGE>
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4) -4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
This determination letter is also applicable for the amendment(s) adopted on
June 3, 1988.
<PAGE>
Exhibit 15.1
------------
LETTER REGARDING UNAUDITED INFORMATION
- --------------------------------------
Stockholders and Board of Directors
SUPERVALU INC.
Eden Prairie, Minnesota
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of SUPERVALU INC. and subsidiaries for the periods ended June 15,
1996 and June 17, 1995, as indicated in our report dated July 19, 1996. Because
we did not perform an audit on such information, we expressed no opinion on it
in our report.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended June 15, 1996, is
incorporated by reference in the Registration Statements (No. 33-28310, No. 33-
16934, No. 2-56896, No. 33-50071, and the Registration Statement to be filed
with the Securities and Exchange Commission on or about August 14, 1996 on Form
S-8 and No. 33-56415 on Form S-3).
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statements prepared or certified by an accountant within the meaning of Sections
7 and 11 of that act.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
August 9, 1996
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Registration Statement of
SUPERVALU INC. on Form S-8 of our reports dated April 5, 1996, appearing in and
incorporated by reference in the Annual Report on Form 10-K of SUPERVALU INC.
for the year ended February 24, 1996.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
August 9, 1996
<PAGE>
Exhibit 24.1
------------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael W. Wright and Teresa H.
Johnson, and each of them, their true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and resubstitution, for them
and in their name, place and stead, in any and all capacities to execute the
Registration Statement on Form S-8 to be filed under the Securities Act of 1933
for the registration of 1,100,000 shares of Common Stock, $1.00 par value, of
SUPERVALU INC. to be issued under the SUPERVALU INC. Pre-Tax Savings and Profit
Sharing Plan and any and all post-effective amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, each acting alone, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated: August 14, 1996
/s/ Herman Cain /s/ Garnett L. Keith, Jr.
- -------------------------------- --------------------------------
Herman Cain Garnett L. Keith, Jr.
/s/ Stephen I. D'Agostino /s/ Richard L. Knowlton
- -------------------------------- --------------------------------
Stephen I. D'Agostino Richard L. Knowlton
/s/ Lawrence A. Del Santo /s/ Charles M. Lillis
- -------------------------------- --------------------------------
Lawrence A. Del Santo Charles M. Lillis
/s/ Edwin C. Gage /s/ Harriet Perlmutter
- -------------------------------- --------------------------------
Edwin C. Gage Harriet Perlmutter
/s/ Vernon H. Heath /s/ Carole F. St. Mark
- -------------------------------- --------------------------------
Vernon H. Heath Carole F. St. Mark
/s/ William A. Hodder /s/ Winston R. Wallin
- -------------------------------- --------------------------------
William A. Hodder Winston R. Wallin
