<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _______
Commission file number: 1-5418
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
WETTERAU INCORPORATED MONEYBUILDER
PLAN AND TRUST FOR COLLECTIVE
BARGAINING EMPLOYEES, AS AMENDED
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of Wetterau Incorporated Moneybuilder
Plan and Trust for Collective Bargaining Employees, as Amended are included
herein:
1. Independent Auditors' Report of KPMG LLP dated August 11, 2000.
2. Statement of Net Assets Available for Plan Benefits January 31, 2000 and
February 28, 1999.
3. Statements of Changes in Net Assets Available for Plan Benefits for the
eleven months ended January 31, 2000 and for the year ended February 28,
2000.
4. Notes to Financial Statements for the eleven months ended January 31, 2000
and the Year ended February 28 1999.
5. Independent Auditors' Consent of KPMG LLP.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the Wetterau Incorporated Moneybuilder Plan and Trust for
Collective Bargaining Employees, as Amended has duly caused this annual report
to be signed on its behalf by the undersigned thereunto duly authorized.
WETTERAU INCORPORATED MONEYBUILDER PLAN AND
TRUST FOR COLLECTIVE BARGAINING EMPLOYEES, AS
AMENDED
DATE: August 24, 2000 By: SUPERVALU INC., the plan administrator
By: /s/ Pamela K. Knous
-------------------
Pamela K. Knous
Executive Vice President and
Chief Financial Officer
3
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
<PAGE>
Independent Auditors' Report
Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota:
We have audited the accompanying statements of net assets available for plan
benefits of Wetterau Incorporated Moneybuilder Plan and Trust for Collective
Bargaining Employees (the Plan) as of January 31, 2000 and February 28, 1999,
and the related statements of changes in net assets available for plan benefits
for the eleven months ended January 31, 2000 and the fiscal year ended February
28, 1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of January 31, 2000 and February 28, 1999, and the changes in net assets
available for plan benefits for the eleven months ended January 31, 2000 and the
fiscal year ended February 28, 1999, in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
August 11, 2000
F-1
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WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Statements of Net Assets Available for Plan Benefits
January 31, 2000 and February 28, 1999
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Assets:
Investments in SUPERVALU INC. 401(k) Master Trust,
at fair value $ -- 7,268,729
Contributions receivable from employees -- 19,639
Liabilities:
Expenses payable -- (3,797)
---------- ---------
Net assets available for plan benefits $ -- 7,284,571
========== =========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Statements of Changes in Net Assets Available for Plan Benefits
Eleven months ended January 31, 2000 and fiscal year ended February 28, 1999
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Additions:
Investment income from SUPERVALU INC. 401(k) Master Trust:
Interest and dividends $ 4,621 36,309
Net appreciation in fair market value of investments 624,738 652,591
----------- ----------
629,359 688,900
Contributions:
Participants' 332,259 1,031,041
----------- ----------
Total additions 961,618 1,719,941
Deductions:
Distributions to participants (1,908,499) (199,504)
Administrative expenses (131) (25,748)
----------- ----------
Total deductions (1,908,630) (225,252)
Transfers to other plans (5,318,897) --
Transfers to other plans within the Master Trust (1,018,662) (52,491)
----------- ----------
Net increase (decrease) (7,284,571) 1,442,198
Net assets available for plan benefits:
Beginning of period 7,284,571 5,842,373
----------- ----------
End of period $ -- 7,284,571
=========== ==========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Notes to Financial Statements
January 31, 2000 and February 28, 1999
(1) Summary Description of the Plan
The following description of the Wetterau Incorporated Moneybuilder Plan and
Trust for Collective Bargaining Employees (the Plan) is provided for general
information purposes only. Participants should refer to the summary plan
description for a more complete description of the Plan's provisions.
The Plan is a defined contribution plan and is subject to the provisions of
Title I of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan was established October 1, 1992, for employees of Hazelwood Farms &
St. Louis Wholesale Division of SUPERVALU, INC. (the Company). All employees
who are members of a collective bargaining unit that have negotiated
participation in the Plan and are age 21 or older and who have completed one
year of service with the Company with at least 1,000 hours in each year may
participate. Eligible employees may enroll in the Plan on the next
enrollment date.
The Plan allows for employee contributions under section 401(k) of the
Internal Revenue Code under which participants may contribute from 1% to 15%
of their recognized compensation to the Plan. These contributions are
limited to Internal Revenue Service limitations of $10,000 in fiscal 2000
and 1999.
All amounts contributed by employees are 100% vested at all times.
Participant contributions may be directed into one or more of four funds
within the SUPERVALU INC. 401(k) Master Trust [the 401(k) Master Trust]: (a)
the SUPERVALU INC. Fixed Fund, (b) the Equity Index Fund, (c) the Brinson
Global Equity Fund, or (d) the Wedge Small Cap Fund. Effective March 1,
1999, three additional funds were added as options to participants. The
three additional funds are the Roxbury Mid-Cap Equity Fund, the Nicholas
Applegate International Equity Fund, and the SUPERVALU Common Stock Fund.
Effective May 22, 1999, the operations of Hazelwood Farms were sold to the
Pillsbury Company. For purposes of the Plan, all Hazelwood Farms
participants were treated as terminated as of that date. Participants with
balances greater than $5,000 were given the option of leaving their
investment in the Plan. All participants were given the option of rolling
their investment over to an IRA, one of the qualified plans offered by the
Pillsbury Company, or receiving a lump sum payment. Transfers to other plans
of $5,318,897 reflect this activity.
Effective February 1, 2000, the Plan merged into the SUPERVALU Wholesale
Employees' 401(k) Plan (formerly the SUPERVALU INC. Pittsburgh Division
Union 401(k) Plan for Local Collective Bargaining Associates). Transfers to
other plans within the Master Trust of $1,018,662 in 2000 represent the
activity of this plan merger. As a result, the assets of the Plan at January
31, 2000 are zero and the Plan is terminated.
Effective December 1, 1998, the Plan accounts of participants who had
previously transferred among plans within the 401(k) Master Trust were
consolidated, resulting in each participant having only one account within
the Master Trust. Transfers to other plans of $52,491 in 1999 reflect the
net result of this activity in the Plan.
Benefits under the Plan are payable in a lump sum.
(Continued)
F-4
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Notes to Financial Statements
January 31, 2000 and February 28, 1999
Participants currently employed by the Company can withdraw their employee
contributions and rollover contributions at any time. Participants may
receive an in-service hardship distribution from the vested portion of their
accounts after completing the appropriate application forms and receiving
approval from the Administrative Committee.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Plan are presented on the accrual basis
of accounting.
(b) Investments
Investment assets of the Plan are stated at current fair value.
Investments in various funds represent the Plan's pro rata share of the
quoted market value of the funds' net assets as reported by the
Trustee.
Purchases and sales of securities are recorded on a trade-date basis.
(c) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of net assets
available for plan benefits and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
(d) Expenses
The reasonable expenses of administering the Plan shall be payable out
of the Plan's funds except to the extent that the Company, in its
discretion, directly pays the expenses. The Company has paid certain
administrative expenses of the Plan.
(3) Trustee
Bankers Trust Company (the Trustee) has been appointed as Trustee and
custodian of the Plan's assets. The trust agreement stipulates that the
Trustee may resign at any time by giving 30 days' written notice to the
Administrative Committee. The Administrative Committee may remove the
Trustee at any time by giving 30 days' written notice of such action to the
Trustee.
(4) Investments
Under the terms of the trust agreement, the Trustee manages investments on
behalf of the plans. In accordance with the trust agreement, certain assets
of the Plan are held together with assets of other plans sponsored by
SUPERVALU, INC. in the 401(k) Master Trust. The Trustee has been granted
discretionary authority concerning the purchases and sales of the
investments.
(Continued)
F-5
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Notes to Financial Statements
January 31, 2000 and February 28, 1999
The 401(k) Master Trust administers the SUPERVALU Wholesale Employees'
401(k) Plan, the SUPERVALU Retail Employees' 401(k) Plan, the SUPERVALU Pre-
tax Savings and Profit Sharing Plan, the Pittsburgh Division Profit Sharing
Plan, the Wetterau Incorporated Moneybuilder Plan and Trust for Collective
Bargaining Employees, and SUPERVALU Retail Operations Profit Sharing and
Super Saver Plan. On February 1, 2000, the Wetterau Incorporated
Moneybuilder Plan and Trust for Collective Bargaining Employees merged into
the SUPERVALU Wholesale Employees' 401(k) Plan. Also on February 1, 2000,
the SUPERVALU Retail Operations Profit Sharing and Super Saver Plan merged
into the SUPERVALU Retail Employees' 410(k) Plan.
The Trustee allocates interest and investment income, and net appreciation
(depreciation) in fair value to each of the funds in the 401(k) Master Trust
based on the actual performance of each fund. The plans' assets are invested
in the SUPERVALU INC. Fixed Fund, the Equity Index Fund, the Brinson Global
Equity Fund, the Wedge Small Cap Fund, the Roxbury Mid Cap Equity Fund, the
Nicholas Applegate International Equity Fund and the SUPERVALU Common Stock
Fund. The Trustee also maintains a Short-Term Investment Fund, which is
utilized as a clearing account for transactions. Financial information
related to the 401(k) Master Trust is prepared and filed in accordance with
the Department of Labor's regulations.
The Plan record keeper (Hewitt Associates LLC) allocates interest and
investment income, net realized (unrealized) gains and losses, and
administrative expenses to each of the plans in the 401(k) Master Trust
based upon the ratio of net assets of the Plan to the total net assets of
the 401(k) Master Trust. Separate accounts are maintained by the record
keeper for participants in each plan, and funds may be distributed to or
withdrawn by participants in accordance with the appropriate plan's terms.
F-6
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Notes to Financial Statements
January 31, 2000 and February 28, 1999
Fair values of investments in the 401(k) Master Trust are as follows:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------ -------------
<S> <C> <C>
Investments at fair value:
Collective investment fund held by:
SUPERVALU INC. Fixed Fund $154,108,534 151,850,543
Equity Index Fund (BT Pyramid Equity Index Fund) 216,357,672 220,402,391
Brinson Global Equity Fund 12,059,937 15,578,580
Wedge Small Cap Fund (BT Pyramid Russell 2000 Fund) 779,076 481,962
Roxbury Mid Cap Equity Fund 1,308,973 --
Nicholas Applegate International Equity Fund 36,144,020 --
SUPERVALU Common Stock Fund 813,509 827,811
Common stock held by:
Wedge Small Cap Fund 23,332,609 25,510,678
Roxbury Mid Cap Equity Fund 23,310,628 --
SUPERVALU Common Stock Fund 23,584,877 23,961,328
Cash and cash equivalents 547,254 330,965
Accrued income 240,375 1,918,371
Due from (to) broker 77,906 (2,188,734)
Loans receivable from participants 14,505,298 12,247,152
------------ -------------
$507,170,668 450,921,047
============ =============
</TABLE>
Net investment income for the 401(k) Master Trust for the fiscal years
ended February 29, 2000 and February 28, 1999, is as follows:
<TABLE>
<CAPTION>
2000 1999
------------ -----------
<S> <C> <C>
Net appreciation (depreciation) in fair
value of investments:
Collective investment funds $ 42,654,079 36,507,740
Common stock (1,967,946) (7,351,854)
------------ -----------
40,686,133 29,155,886
Interest 1,390,999 995,478
Dividends 2,274,881 2,833,827
------------ -----------
$ 44,352,013 32,985,191
============ ===========
</TABLE>
F-7
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Notes to Financial Statements
January 31, 2000 and February 28, 1999
At January 31, 2000 and February 28, 1999, the Plan held 0% and 1.6%,
respectively, of the 401(k) Master Trust assets.
(5) Federal Income Tax Status
The Plan received a favorable determination letter from the Internal Revenue
Service dated November 14, 1995, indicating that the Plan met the
requirements of Section 401(a) of the Internal Revenue Code (the Code) and
that the trust established in connection therewith is exempt from federal
income tax under Section 501(a) of the Code. The Company believes the Plan
met the requirements of Section 401(a) of the Code through the date it was
merged into the SuperValu Wholesale Employees' 401(K) Plan (see Note 1) and
that the related trust is exempt from income tax under Section 501(a) of the
Code. Therefore, no provisions for income taxes have been made.
(6) Party-in-interest Transactions
The Plan engages in transactions involving the acquisition and disposition
of investment funds with Bankers Trust Company, the Trustee, and the 401(k)
Master Trust, who are parties-in-interest with respect to the Plan. These
transactions are covered by an exemption from the "prohibited transactions"
provision of ERISA and the Internal Revenue Code.
(7) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500:
<TABLE>
<CAPTION>
January 31, February 28,
2000 1999
--------------- --------------
<S> <C> <C>
Net assets available for benefits per the financial
statements $ -- 7,284,571
Amounts allocated to withdrawing participants -- (8,705)
--------------- --------------
Net assets available for benefits per Form 5500 $ -- 7,275,866
=============== ==============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500 for the eleven months ended:
<TABLE>
<CAPTION>
January 31,
2000
--------------
<S> <C>
Benefits paid to participants per the financial statements $ 1,908,499
Less: Amounts allocated to withdrawing participants
at February 28, 1999 (8,705)
--------------
Benefits paid to participants per Form 5500 $ 1,899,794
==============
</TABLE>
F-8
<PAGE>
WETTERAU INCORPORATED MONEYBUILDER PLAN
AND TRUST FOR COLLECTIVE BARGAINING EMPLOYEES
Notes to Financial Statements
January 31, 2000 and February 28, 1999
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
February 28, 1999 but not paid as of that date.
F-9
