<PAGE>
As filed with the Securities and Exchange Commission on April 9, 1997
Registration No. 333-______
================================================================================
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
SUPERVALU INC. 1997 STOCK PLAN
(Full title of the plan)
Teresa H. Johnson
Associate General Counsel and Corporate Secretary
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(612) 828-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share(1) price(1) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value) 2,000,000 shares $29.4375 $58,875,000 $17,845
================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c), based upon the average of the
reported high and low prices of the Common Stock as reported on the
Consolidated Transaction Reporting System of the New York Stock Exchange on
April 4, 1997.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by SUPERVALU INC.
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 24, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarters
ending June 15, 1996; September 7, 1996; and November 30, 1996; and
(c) The description of the Company's capital stock contained in
any registration statement filed by the Company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective dates 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 and 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 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 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.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
--------
4.1 Restated Certificate of Incorporation is incorporated by
reference to Exhibit (3)(i) to the Company'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 Company's Registration Statement on Form S-3,
Registration No. 33-52422.
4.3 Rights Agreement dated as of April 12, 1989 between the
Company and Norwest Bank Minnesota, National Association, as
Rights Agent, is incorporated by reference to Exhibit 1 to
the Company's Form 8-K Report dated April 19, 1989.
15.1 Letter from Deloitte & Touche LLP regarding Unaudited
Interim Financial Information.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney.
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, represent 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 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 Securities and Exchange
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) above will 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.
II-2
<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
Exchange Act 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 Securities Act
of 1933 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 other
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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota, on the 9th day of
April, 1997.
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 in the
capacities indicated on the 9th day of April, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Michael W. Wright Chairman of the Board, President,
- ------------------------------ Chief Executive Officer and Director
Michael W. Wright (principal executive officer)
/s/ Jeffrey C. Girard Executive Vice President and Chief
- ------------------------------ Financial Officer (principal financial
Jeffrey C. Girard officer)
/s/ Kim M. Erickson Senior Vice President, Finance, and
- ------------------------------ Treasurer (principal accounting
Kim M. Erickson officer)
Director
- ------------------------------
Herman Cain
/s/ Stephen I. D'Agostino* Director
- ------------------------------
Stephen I. D'Agostino
/s/ Lawrence A. DelSanto* Director
- -----------------------------
Lawrence A. DelSanto
/s/ Edwin C. Gage* Director
- ------------------------------
Edwin C. Gage
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Vernon H. Heath* Director
- ------------------------------
Vernon H. Heath
/s/ William A. Hodder* Director
- ------------------------------
William A. Hodder
/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
</TABLE>
*Executed this 9th day of April, 1997, 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
II-5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C> <C>
4.1 Restated Articles of Incorporation Previously Filed
4.2 Restated Bylaws Previously Filed
4.3 Rights Agreement dated as of April 12, 1989 between Previously Filed
the Company and Norwest Bank Minnesota, National
Association, as Rights Agent
15.1 Letter from Deloitte & Touche LLP regarding
Unaudited Interim Financial Information Filed electronically herewith
23.1 Consent of Deloitte & Touche LLP Filed electronically herewith
24.1 Power of Attorney Filed electronically herewith
</TABLE>
<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, for the
periods ended September 7, 1996 and September 9, 1995, as indicated in our
report dated October 17, 1996 and for the periods ended November 30, 1996 and
December 2, 1995, as indicated in our report dated January 9, 1997. Because we
did not perform an audit on such information, we expressed no opinion on it in
our reports.
We are aware that our reports referred to above, which was included in your
Quarterly Reports on Form 10-Q for the quarters ended June 15, 1996, September
7, 1996, and November 30, 1996 are incorporated by reference in the Registration
Statements (No. 33-28310, No. 33-16934, No. 2-56896, No. 33-50071, No.
333-10151, and the Registration Statement to be filed with the Securities and
Exchange Commission on or about April 9, 1997 on Form S-8 and No. 33-56415 on
Form S-3).
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statements prepared or certified by an accountant within the meaning of Sections
7 and 11 of that act.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 3, 1997
<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
April 3, 1997
<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 2,000,000 shares of Common Stock, $1.00 par value, of
SUPERVALU INC. to be issued under the SUPERVALU INC. 1997 Stock 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: April 9, 1997
/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
