<PAGE>
As filed with the Securities and Exchange Commission on February 24, 1999
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 55344
Eden Prairie, Minnesota (Zip Code)
(Address of Principal Executive Offices)
CUB FOODS RETAIL CLERKS 401-K PLAN, AS AMENDED
(Full title of the Plan)
SUPERVALU PITTSBURGH DIVISION UNION 401(k) PLAN
FOR LOCAL 30 COLLECTIVE BARGAINING ASSOCIATES, AS AMENDED
(Full title of the Plan)
PITTSBURGH DIVISION PROFIT SHARING PLAN, AS AMENDED
(Full title of the Plan)
WETTERAU INCORPORATED MONEYBUILDER PLAN AND TRUST
FOR COLLECTIVE BARGAINING EMPLOYEES, AS AMENDED
(Full title of the Plan)
SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
TRUST AGREEMENT, AS AMENDED
(Full title of the Plan)
William E. McDonald, Esq.
Corporate Counsel and Assistant 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)
---------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price aggregate offering registration
per share (2) price (2) fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.00 120,000 shares $24.25 $2,910,000 $810.00
par value)
============================================================================================
</TABLE>
(1) The number of shares being registered for each plan is as follows: 13,000
shares for the Cub Foods Retail Clerks 401-K Plan, as amended; 4,000 shares
for the SUPERVALU Pittsburgh Division Union 401(k) Plan for Local 30
Collective Bargaining Associates, as amended; 83,000 shares for the
Pittsburgh Division Profit Sharing Plan, as amended; 13,000 shares for the
Wetterau Incorporated Moneybuilder Plan and Trust for Collective Bargaining
Employees, as amended; and 7,000 shares for the SUPERVALU Retail Operations
Profit Sharing and Super Saver Plan Trust Agreement, as amended. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans named herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h)(1) and (c), based upon the
average of the high and low prices of the registrant's Common Stock on the
New York Stock Exchange as reported in the consolidated transaction
reporting system on February 22, 1999.
<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 (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 20, 1998, September 12, 1998 and December 5, 1998.
(c) The Company's Current Report on Form 8-K dated May 8, 1998.
(d) The description of the Company's Common Stock contained in any
registration statement filed by the Company under the Exchange
Act, including any amendment or report filed by the Company
under the Exchange Act for the purpose of updating such
description.
All documents filed by the Company or by the Cub Foods Retail Clerks
401-K Plan, as amended, the SUPERVALU Pittsburgh Division Union 401(k) Plan for
Local 30 Collective Bargaining Associates, as amended, the Pittsburgh Division
Profit Sharing Plan, as amended, the Wetterau Incorporated Moneybuilder Plan and
Trust for Collective Bargaining Employees, as amended, and the SUPERVALU Retail
Operations Profit Sharing and Super Saver Plan Trust Agreement, as amended, (the
"Plans") 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 certain expenses, judgments, fines and settlements in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative.
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 such Article Eighth became effective.
II-1
<PAGE>
Article IX of the Company's Restated Bylaws, as amended, and the
Company's Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of the Company against certain
liabilities.
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 (incorporated by reference
to Exhibit (3)(i) to the Company's Annual Report on Form 10-K
for the fiscal year ended February 26, 1994).
4.2 Restated Bylaws, as amended (incorporated by reference to
Exhibit (3) to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 12, 1998).
4.3 Rights Agreement, dated as of April 12, 1989, between the
Company and Norwest Bank Minnesota, National Association, as
Rights Agent (incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated April 19, 1989).
5.1 Determination Letter from the Internal Revenue Service with
respect to qualification of the Cub Foods Retail Clerks 401-K
Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
5.2 Determination Letter from the Internal Revenue Service with
respect to qualification of the SUPERVALU Pittsburgh Division
Union 401(k) Plan for Local 30 Collective Bargaining Associates
under Section 401 of the Internal Revenue Code of 1986, as
amended.
5.3 Determination Letter from the Internal Revenue Service with
respect to qualification of the Pittsburgh Division Profit
Sharing Plan under Section 401 of the Internal Revenue Code of
1986, as amended.
5.4 Determination Letter from the Internal Revenue Service with
respect to qualification of the Wetterau Incorporated
Moneybuilder Plan and Trust for Collective Bargaining Employees
under Section 401 of the Internal Revenue Code of 1986, as
amended.
5.5 Determination Letter from the Internal Revenue Service with
respect to qualification of the SUPERVALU Retail Operations
Profit Sharing and Super Saver Plan Trust Agreement under
Section 401 of the Internal Revenue Code of 1986, as amended.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney.
II-2
<PAGE>
The registrant hereby undertakes to submit any amendments to the Plans
to the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plans under Section 401 of
the Internal Revenue Code of 1986, as amended.
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 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; and
(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 do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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.
(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 Plans' respective annual
reports 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
II-3
<PAGE>
provisions, or otherwise, the registrant has been advised that in the opinion of
the 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-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 Eden Prairie, State of Minnesota, on February 23,
1999.
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 below by the following persons in the
capacities and on the dates indicated.
Signature Title
--------- -----
/s/ Michael W. Wright Chairman of the Board, President
- ---------------------------------- and Chief Executive Officer
Michael W. Wright and Director (principal executive officer)
/s/ Pamela K. Knous Executive Vice President
- ---------------------------------- and Chief Financial Officer
Pamela K. Knous (principal financial and accounting officer)
- ---------------------------------- Director
Herman Cain
- ---------------------------------- Director
Lawrence A. Del Santo
/s/ Edwin C. Gage * Director
- ----------------------------------
Edwin C. Gage
/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/ Steven S. Rogers * Director
- ----------------------------------
Steven S. Rogers
II-5
<PAGE>
/s/ Carole F. St. Mark * Director
- ----------------------------------
Carole F. St. Mark
*By /s/ Michael W. Wright
- ----------------------------------
Michael W. Wright
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plans) have duly caused
this Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on
February 23, 1999.
CUB FOODS RETAIL CLERKS 401-K PLAN, AS AMENDED
By: Cub Foods, A Division of SUPERVALU INC.,
the Plan Administrator
By /s/ Ronald C. Tortelli
------------------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
SUPERVALU PITTSBURGH DIVISION UNION 401(k)
PLAN FOR LOCAL 30 COLLECTIVE BARGAINING
ASSOCIATES, AS AMENDED
By: SUPERVALU INC., the Plan Administrator
By /s/ Ronald C. Tortelli
------------------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
PITTSBURGH DIVISION PROFIT SHARING PLAN,
AS AMENDED
By: SUPERVALU INC., the Plan Administrator
By /s/ Ronald C. Tortelli
------------------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
II-6
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN AND TRUST
FOR COLLECTIVE BARGAINING EMPLOYEES, AS AMENDED
By: SUPERVALU INC., the Plan Administrator
By /s/ Ronald C. Tortelli
------------------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
SUPERVALU RETAIL OPERATIONS PROFIT SHARING
AND SUPER SAVER PLAN TRUST AGREEMENT, AS AMENDED
By: SUPERVALU INC., the Plan Administrator
By /s/ Ronald C. Tortelli
------------------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
4.1 Restated Certificate of Incorporation (incorporated by reference Previously filed
to Exhibit (3)(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended February 26, 1994).
4.2 Restated Bylaws, as amended (incorporated by reference to Exhibit Previously filed
(3) to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 12, 1998).
4.3 Rights Agreement, dated as of April 12, 1989, between the Company Previously filed
and Norwest Bank Minnesota, National Association, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated April 19, 1989).
5.1 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the Cub Foods Retail Clerks 401-K
Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
5.2 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the SUPERVALU Pittsburgh Division
Union 401(k) Plan for Local 30 Collective Bargaining Associates
under Section 401 of the Internal Revenue Code of 1986, as
amended.
5.3 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the Pittsburgh Division Profit
Sharing Plan under Section 401 of the Internal Revenue Code of
1986, as amended.
5.4 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the Wetterau Incorporated
Moneybuilder Plan and Trust for Collective Bargaining Employees
under Section 401 of the Internal Revenue Code of 1986, as
amended.
5.5 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the SUPERVALU Retail Operations
Profit Sharing and Super Saver Plan Trust Agreement under Section
401 of the Internal Revenue Code of 1986, as amended.
23.1 Consent of Deloitte & Touche LLP. Filed electronically
24.1 Power of Attorney. Filed electronically
</TABLE>
<PAGE>
Exhibit 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number: 41-0617000
File Folder Number: 410006107
Date: July 30, 1996 Person to Contact: JILL RUTHERFORD
Contact Telephone Number: (214) 767-6023
Plan Name: RETAIL CLERKS 401(K) PLAN AND
CUB FOODS TRUST
421 SOUTH THIRD STREET Plan Number: 031
P.O. BOX 9
STILLWATER, MN 55082
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 expresses an opinion on whether the amendment(s), in
and of itself, affects the continued qualified status of the plan under Code
section 401 and the exempt status of the related trust under section 501(a). It
is not an opinion on the qualification of the plan as a whole and the exempt
status of the related trust as a whole.
This determination letter is applicable for the amendment(s) adopted on
January 20, 1995.
This determination letter is also applicable for the amendment(s)
adopted on October 1, 1995.
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.
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.
<PAGE>
CUB FOODS -2-
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have any 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
<PAGE>
Exhibit 5.2
Internal Revenue Service Department of the Treasury
District Director SeqNr: 005822
Cincinnati Service Center Letter 835 (DO/CG)
P.O. Box 2508
Cincinnati, OH 45201
Employer Identification Number: 41-0617000
DLN: 1700731720007
Date: February 19, 1998 Person to Contact: CINDY PERRY
Contact Telephone Number: (513) 241-5199
Plan Name: PITTS DIV UNION 401K PLAN FOR
SUPERVALU INC. LOCAL 30 COLLECTIVE BARGAINING ASSOCIATE
C/O ROBERT A. SENG Plan Number: 050
DORSEY & WHITNEY, LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MN 55402
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 events 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 plan adopted on August 29, 1996.
This plan satisfies the minimum coverage and nondiscrimination requirements of
sections 410(b) and 401(a)(4) of the Code because the plan benefits only
collectively bargained employees or employees treated as collectively bargained
employees.
Except as otherwise specified 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 and by the Small Business Job
Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements of
Code section 401(a)(26).
This letter considers the amendments required by the Tax Reform Act of 1986,
except as otherwise specified in this letter.
We have sent a copy of this letter to your representative as indicated in the
power of attorney.
<PAGE>
SUPERVALU INC. -2-
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
Exhibit 5.3
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
DATE: APRIL 24, 1996 Employer Identification Number: 41-0617000
File Folder Number: 410006107
SUPERVALU INC. Person to Contact: JAMES CELINSKI
C/O ROBERT A. SENG Contact Telephone Number: (414) 798-8360
DORSEY & WHITNEY, P.L.L.P. Plan Name: PITTSBURGH DIVISION PROFIT
220 SOUTH SIXTH STREET SHARING PLAN
MINNEAPOLIS, MN 55402-1498 Plan Number: 004
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 is subject to your adoption of the proposed
amendments submitted in your letter dated 03-07-96. The proposed amendments
should be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the amendment(s) adopted on
12-28-87 & 06-06-88.
This determination letter is also applicable for the amendment(s)
adopted on 01-04-91 & 02-25-95.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a nondesign-based
safe harbor described in the regulations.
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.
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.
<PAGE>
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
<PAGE>
Exhibit 5.4
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
DATE: OCTOBER 12, 1995 Employer Identification Number: 41-0617000
File Folder Number: 410006107
SUPERVALU INC. Person to Contact: HELEN MUILENBURG
C/O ROBERT A. SENG Contact Telephone Number: (414) 798-8360
DORSEY & WHITNEY Plan Name: WETTERAU INC. MONEYBUILDER PLAN
220 SOUTH SIXTH STREET & TRUST FOR COLLECTIVE BARGAINING EES
MINNEAPOLIS, MN 55402 Plan Number: 023
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
November 9, 1994.
This determination letter is also applicable for the plan adopted on
November 26, 1992.
This plan satisfied the minimum coverage and nondiscrimination
requirements of sections 410(b) and 401(a)(4) of the Code because the plan
benefits only collectively bargained employees or employees treated as
collectively bargained employees.
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.
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.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
<PAGE>
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
<PAGE>
Exhibit 5.5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
DATE: APRIL 24, 1996 Employer Identification Number: 41-1608789
File Folder Number: 360114175
TWIN VALU STORES, INC. Person to Contact: JAMES CELINSKI
C/O ROBERT A. SENG Contact Telephone Number: (414) 798-8360
DORSEY & WHITNEY Plan Name: SUPERVALU RETAIL OPERATIONS
220 SOUTH SIXTH STREET PROFIT SHARING & SUPER SAVER PLN
MINNEAPOLIS, MN 55402 TRS AGRM
Plan Number: 030
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 this 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
02-25-95.
This determination letter is applicable for the plan adopted on
02-08-93.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a nondesign-based
safe harbor described in the regulations.
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.
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,
<PAGE>
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
<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 6, 1998,
incorporated by reference in the Annual Report on Form 10-K of SUPERVALU INC.
for the year ended February 28, 1998.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 23, 1999
<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, John P.
Breedlove and William E. McDonald, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8, and any and all amendments (including post-effective amendments) thereto,
relating to the issuance of an aggregate of 120,000 shares of Common Stock of
SUPERVALU INC. pursuant to the Cub Foods Retail Clerks 401-K Plan, as amended,
the SUPERVALU Pittsburgh Division Union 401(k) Plan for Local 30 Collective
Bargaining Associates, as amended, the Pittsburgh Division Profit Sharing Plan,
as amended, the Wetterau Incorporated Moneybuilder Plan and Trust for Collective
Bargaining Employees, as amended, and the SUPERVALU Retail Operations Profit
Sharing and Super Saver Plan Trust Agreement, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Dated: February 10, 1999
/s/ Richard L. Knowlton
- ----------------------------- -----------------------------------
Herman Cain Richard L. Knowlton
/s/ Charles M. Lillis
- ----------------------------- -----------------------------------
Lawrence A. Del Santo Charles M. Lillis
/s/ Edwin C. Gage /s/ Harriet Perlmutter
- ----------------------------- -----------------------------------
Edwin C. Gage Harriet Perlmutter
/s/ William A. Hodder /s/ Steven S. Rogers
- ----------------------------- -----------------------------------
William A. Hodder Steven S. Rogers
/s/ Garnett L. Keith, Jr. /s/ Carole F. St. Mark
- ----------------------------- -----------------------------------
Garnett L. Keith, Jr. Carole F. St. Mark
