<PAGE>
As filed with the Securities and Exchange Commission on January 19, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0617000
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
11840 Valley View Road
Eden Prairie, Minnesota 55344
(612) 828-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
John P. Breedlove, Esq. Copy to: Michael J. McDonnell, Esq.
Secretary Dorsey & Whitney LLP
SUPERVALU INC. Pillsbury Center South
11840 Valley View Road 220 South Sixth Street
Eden Prairie, Minnesota 55344 Minneapolis, Minnesota 55402-1498
(612) 828-4000 (612) 340-2808
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered price per share(1) offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 606,003 $18.969 $11,495,271 $3,035
</TABLE>
(1) Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sale prices for the common stock on
January 11, 2000, as reported on The New York Stock Exchange.
-----------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to Completion, dated January 19, 2000
PROSPECTUS
-------------------------------
SUPERVALU INC.
606,003 Shares
Common Stock
-------------------------------
This prospectus covers the sale of shares of the common stock, par value $1.00
per share, of SUPERVALU INC. The shares covered by this prospectus consist of
606,003 shares of common stock. The shares will be sold from time to time by the
selling shareholders named in this prospectus. SUPERVALU will not receive any of
the proceeds from the sale of the shares.
The common stock is traded on The New York Stock Exchange under the symbol
"SVU." On January 18, 2000, the last reported sale price of the common stock as
reported on The New York Stock Exchange was $19-15/16 per share.
---------------
See the section titled "Risk Factors" beginning on page 3 to read about certain
factors you should consider before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
---------------
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(612) 828-4000
The date of this prospectus is __________, 2000.
<PAGE>
TABLE OF CONTENTS
Risk Factors 3
Where You Can Find More Information 4
About SUPERVALU INC. 5
Selling Shareholders 7
Plan of Distribution 7
Use of Proceeds 8
Experts 8
Legal Matters 9
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RISK FACTORS
An investment in our common stock involves a number of risks. You should
consider carefully the following risk factors, together with the other
information in this prospectus, before buying any shares. You also should be
aware that this prospectus contains forward-looking statements that are not
related to historical results. These forward-looking statements, such as
statements concerning our strategies, plans, objectives, expectations and
intentions, involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, the following risk factors.
We may face retail business risks.
Our retail segment faces risks which may prevent us from maintaining or
increasing retail sales and earnings, including: competition from other retail
chains, supercenters, non-traditional competitors and emerging alternative
formats; operating risks of certain strategically important retail operations;
the potential disruption from labor disputes; and an adverse impact from the
entry of other retail chains, supercenters and non-traditional or emerging
competitors into markets where we have a retail concentration.
We may face wholesale business risks.
Our sales and earnings in our food distribution operations are dependent on
our ability to retain existing customers and attract new customers; the success
of our customers in competing with other retail chains, supercenters and
non-traditional competitors; and our ability to control costs. While we believe
that our efforts will enable us to attain our goals, certain factors could
adversely impact our results, including: a decline of sales to our independent
retailer customer base due to competition and other factors; loss of corporate
retail sales due to increased competition and other risks detailed more fully
below; consolidations of retailers or competitors; increased self-distribution
by chain retailers; increase in operating costs; increase in credit risk
associated with open accounts and financing activities with independent
retailers; the potential disruption from labor disputes; the possibility that we
will incur additional costs and expenses due to further rationalization or
consolidation of distribution centers; entry of new or non-traditional
distribution systems into the industry; possible delays or increased costs in
implementing our initiatives; and possible loss of retailer customers who are
not compatible with such changes.
We may face risks in connection with expansion and acquisitions.
We intend to continue to grow our retail and wholesale businesses in part
through acquisitions. Expansion is subject to a number of risks, including the
adequacy of our capital resources; the location of suitable store or
distribution center sites and the negotiation of acceptable lease terms; our
ability to hire, train and integrate employees; and possible costs and other
risks of integrating or adapting operational systems. Our ability to expand
through acquisitions depends in part on our ability to identify suitable
acquisition candidates, the availability of such candidates, and, where
applicable, our ability to obtain regulatory approval for the acquisitions. In
addition, acquisitions involve a number of special risks, including: making
acquisitions at acceptable rates of return; the diversion of management's
attention to assimilation of the operations and personnel of the acquired
business; potential adverse short-term effects on our operating results; and
amortization of acquired intangible assets.
We may face risks associated with liquidity.
Our management expects that we will continue to replenish operating assets
and reduce aggregate debt with internally generated funds and capital leases
unless additional funds are necessary to complete acquisitions. If capital
spending significantly exceeds anticipated capital needs, additional funding
could be required from other sources. In addition, acquisitions could affect our
borrowing costs and future financial flexibility.
We may become involved in litigation.
While we believe that we currently are not subject to any material
litigation, the costs and other effects of legal and administrative cases and
proceedings and settlements are impossible to predict with certainty. The
current
3
<PAGE>
environment for litigation involving food wholesalers may increase the
risk of litigation being commenced against us. We would incur the costs of
defending any such litigation whether or not any claim had merit.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other documents with the SEC. Our SEC filings are available to the public over
the internet at the SEC's website at http://www.sec.gov. You also may read and
copy any document we file at the SEC's public reference room at 450 Fifth Street
N.W., Washington, D.C. 20549, or at the regional offices of the SEC located at 7
World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
common stock is listed on the New York Stock Exchange, and you also may inspect
the information we file with the SEC at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 to
register the common stock to be sold in connection with this prospectus. This
prospectus, which forms a part of the registration statement, does not contain
all of the information included or incorporated in the registration statement.
The full registration statement can be obtained from the SEC as indicated above.
The SEC allows us to "incorporate by reference" the information that we file
with it, which means that we can disclose important information to you in this
prospectus by referring you to other documents filed with the SEC. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC automatically will
update and supersede this prospectus. We previously have filed the following
documents with the SEC and are incorporating them by reference into this
prospectus:
o our annual report on Form 10-K for the fiscal year ended February 27,
1999;
o our quarterly reports on Form 10-Q for the quarters ended June 19,
September 11 and December 4, 1999;
o our current reports on Form 8-K filed on July 21, September 10 and
December 20, 1999; and
o the description of our common stock contained in any of our registration
statements filed under the Exchange Act, and any amendment or report
filed for the purpose of updating the description.
Additionally, we are incorporating by reference into this prospectus any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until the selling shareholders sell
all of the shares.
Upon written or oral request, we will provide to each person to whom a copy
of this prospectus is delivered, at no cost, a copy of any documents that are
incorporated by reference into this prospectus, except for exhibits that are
specifically incorporated by reference into those documents. You may request a
copy of these filings by writing or telephoning us at the following address:
Investor Relations
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(612) 828-4000
You should rely only on the information contained or incorporated by
reference in this prospectus, any supplement to this prospectus or any other
document to which we have referred you. We have not authorized any other person
to provide you with different information. You should assume that the
information in this prospectus or any supplement to this prospectus is accurate
only as of any date on the front cover of this prospectus or any supplement. Our
business, financial condition, results of operations and prospectus may have
changed since that date.
4
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ABOUT SUPERVALU INC.
General
We are the nation's 10th largest supermarket retailer and the largest food
distributor based on revenues. We operate three principal store formats at
retail, and sell food and non-food products at wholesale. Under our principal
retail formats, we operate price superstores, combination food and drug stores
and limited assortment stores, under such retail banners as Cub Foods, Shop 'n
Save, Save-A-Lot, Shoppers Food Warehouse, Metro, Farm Fresh, bigg's, Scott's
Foods, Laneco and Hornbachers. We also are the primary or partial supplier of
numerous stores in 48 states.
Our growth strategy includes growing our retail operations through new
store development and acquisitions, expanding Save-A-Lot, our limited assortment
store banner, and increasing efficiencies in our food distribution operations
while participating in the consolidation of the food distribution industry.
On August 31, 1999, we acquired all of the outstanding common stock of
Richfood Holdings, Inc. The transaction had a total value of approximately $1.5
billion, including the assumption of $685 million of Richfood debt. Richfood is
a major food retailer and distributor operating primarily in the Mid-Atlantic
region of the United States. The acquisition will enhance our industry-leading
distribution network and provide a platform to expand our operations in the Mid-
Atlantic region of the United States where we have not had a significant retail
or distribution presence.
Retail Food Operations
Overview. We operate corporate retail food stores under our principal
retail formats, including price superstores, combination food and drug, and
limited assortment. These diverse formats enable us to operate in a variety of
markets under widely differing competitive circumstances.
Price Superstores. Our price superstore format focus is on providing value
to our customers while offering a convenient one-stop shopping opportunity. Most
of our price superstores offer traditional dry grocery departments, along with a
strong perishable offering. Our price superstores typically carry over 30,000
items and generally range in size from 45,000 to 100,000 square feet with an
average size of approximately 68,000 square feet. Our price superstores operate
principally under the store banners of Cub Foods, Shop 'n Save and bigg's.
Combination Food and Drug. Our combination food and drug store format
combines a traditional drug store with a grocery store that has a variety of
specialty departments, which may include floral, seafood, expanded health and
beauty care, video rental, cosmetics, photo finishing, delicatessen, bakery and
in-store bank. The combination food and drug format offers traditional dry
grocery departments along with an expanded perishable offering. A typical
combination food and drug store carries approximately 40,000 items and generally
ranges in size from 30,000 to 65,000 square feet with an average size of
approximately 48,000 square feet.
Limited Assortment. We operate limited assortment stores under the banner
of Save-A-Lot. Save-A-Lot limited assortment stores typically are approximately
15,000 square feet in size, and stock approximately 1,200 higher volume items
and focus on a single size for each product sold. At a Save-A-Lot store, the
majority of the products offered for sale are created or control-branded
product. The specifications for the Save-A-Lot private created or controlled
branded product emphasize quality and characteristics that we believe are
comparable to national brands. Our attention to the packaging of Save-A-Lot
product has resulted in our registering a number of its custom labels.
Conventional Stores. We also operate a limited number of smaller
conventional supermarkets under the banners Foodland, Butson's, SUPERVALU and
IGA. Such conventional supermarkets typically have an average size of 28,000
square feet and carry fewer than 15,000 items.
5
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Food Distribution Operations
Overview. We sell food and non-food products at wholesale and offer a
variety of retail support services to independently owned retail food stores.
Our food distribution customers are located in 48 states and range in size from
small convenience stores to 200,000 square foot supercenters. Customers include
single and multiple store independent operators, regional and national chains
and our owned retail stores.
Products Supplied. We offer and supply our distribution customers with a
wide variety and selection of food and non-food products, including groceries,
meats, dairy products, frozen foods, fresh fruits and vegetables, health and
beauty aids, paper products, cleaning supplies, tobacco products, and small
household and clothing items. Such products include national and regional brands
and our own lines of private label products. We have no significant long-term
purchase obligations and believe we have adequate and alternative sources of
supply for most of our purchased products. We offer three tiers of private label
products to our customers:
o premium product under the private label PREFERRED SELECTION;
o first quality product under such private labels as CUB, FLAVORITE,
HOMEBEST, IGA and RICHFOOD; and
o economy product under such private labels as SHOPPERS VALUE and
BI-RITE.
We supply private label merchandise over a broad range of products included in
most departments in the store. These products are produced to our specifications
by many suppliers.
Distribution of Merchandise. Deliveries to retail stores are made from our
distribution centers by SUPERVALU-owned trucks, third-party independent trucking
companies or customer-owned trucks. In addition, many types of meats, dairy
products, bakery and other products purchased from us are delivered directly by
suppliers to retail stores under our programs. We have implemented a
multi-tiered distribution system to create a national logistics network composed
of seven marketing regions comprised of 35 wholesale distribution facilities
plus two "upstream" regional distribution facilities in Anniston, Alabama and
Oglesby, Illinois, and a new regional distribution center in Minneapolis,
Minnesota. We believe that our multi-tiered distribution network increases
buying scale, improves operating efficiencies and lowers cost of operations.
Services Supplied. In addition to supplying merchandise, we also offer our
food distribution customers a wide variety of support services, including
category management, merchandising assistance, private label program support,
store management assistance, accounting, store design and construction, site
selection, strategic and business planning, consumer and market research and
personnel training. Also, certain of our subsidiaries operate as insurance
agencies and provide comprehensive insurance programs to our food distribution
customers. We also may provide financial assistance to retail stores served,
including the acquisition, leasing and subleasing of store properties, the
making of direct loans and providing guarantees or other forms of financing. In
general, loans we make to independent retailers are secured by liens on
inventory and/or equipment, by personal guarantees and other security. When we
sublease store properties to retailers, the rentals are generally as high or
higher than those we pay.
SUPERVALU INC., a Delaware corporation, was organized in 1925 as the
successor to two wholesale grocery firms established in the 1870s. Our principal
executive offices are located at 11840 Valley View Road, Eden Prairie, Minnesota
55344. Our telephone number at that location is (612) 828-4000. For further
information concerning SUPERVALU, see the section titled "Where You Can Find
More Information."
6
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SELLING SHAREHOLDERS
We have agreed to register the resale of 606,003 shares of our common
stock. These shares were issued in equal one-third portions to Steven L.
Erickson, Michael Erickson and Gregory J. Erickson in connection with our
acquisition of Innsbruck Investments, Inc. on December 13, 1999. The selling
shareholders are entitled to have these shares registered pursuant to the terms
of a Registration Rights Agreement between them and us. The selling shareholders
are offering all 606,003 shares in this offering, although there is no
requirement or assurance that all will be sold. Ten percent of these shares
(60,600) are currently held in escrow to secure possible purchase price
adjustments and indemnification claims pursuant to the acquisition, and cannot
be sold by the selling shareholders unless and until they are released from
escrow. Other than the shares being offered in this offering, the selling
shareholders do not own any shares of our common stock. Assuming the selling
shareholders sell all of the shares offered hereby and do not acquire any other
shares, after completion of this offering the selling shareholders will not own
any shares of our common stock.
The following table lists the selling shareholders and the number of shares
each selling shareholder beneficially owns and may sell pursuant to this
prospectus. During the past three years and until December 13, 1999, each
selling shareholder served as an officer of Innsbruck Investments, Inc.
<TABLE>
<CAPTION>
Number of Shares of Maximum Number of Number of Shares of
Common Stock Shares to Be Sold Common Stock
Beneficially Owned Pursuant to this Beneficially Owned
Name of Selling Shareholder Prior to the Offering Prospectus(1) After the Offering(1)
- ---------------------------------------- ----------------------- -------------------- ----------------------
<S> <C> <C>
Steven L. Erickson 202,001 202,001 0
(formerly President and Director
of Innsbruck Investments, Inc.)
6115 Berkshire Lane
Plymouth, MN 55446
Michael Erickson 202,001 202,001 0
(formerly Secretary, Treasurer and
Director of Innsbruck Investments, Inc.)
1925 17th Ave NW
New Brighton, MN 55112
Gregory J. Erickson 202,001 202,001 0
(formerly Vice President and Director
of Innsbruck Investments, Inc.)
14705 13th Place
Plymouth, MN 55447
- ---------------------------------------- ----------------------- -------------------- ----------------------
Total 606,003 606,003 0
</TABLE>
(1) Assumes the sale of all of the shares offered by this prospectus.
PLAN OF DISTRIBUTION
The selling shareholders may sell the shares of common stock on the New
York Stock Exchange or otherwise at prices and on terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
When used in this prospectus, "selling shareholders" includes donees and
pledgees selling shares received from the named selling shareholders after the
date of this prospectus. The selling shareholders will pay one-half, up to a
maximum of $10,000, of the expenses associated with registering the selling
shareholders' shares, and we will pay all the remaining expenses. The selling
shareholders will pay any brokerage commissions and similar expenses
attributable to the sale of the shares.
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The common stock may be sold in:
o block trades, where a broker or dealer will try to sell the common
stock as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o transactions where a broker or dealer acts as principal and resells the
common stock for its account pursuant to this prospectus;
o exchange distributions in accordance with the rules of such exchange;
or
o ordinary brokerage transactions and transactions in which the broker
solicits purchases.
The common stock may also be sold through short sales of shares, put or
call option transactions, loans or pledges of the shares, hedging or similar
transactions, or a combination of such methods. The selling shareholders may or
may not involve brokers or dealers in any of these transactions. In effecting
sales, brokers or dealers engaged by the selling shareholders may arrange for
other brokers or dealers to participate. Brokers or dealers will receive
commissions or discounts from the selling shareholders in amounts to be
negotiated immediately prior to sale. Offers and sales may also be made directly
by the selling shareholders, or other bona fide owner of the common stock, so
long as an applicable exemption from state broker-dealer registration
requirements is available in the jurisdiction of sale. The selling shareholders,
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
these sales, and any discounts and commissions received by them and any profit
realized by them on the resale of the common stock may be deemed to be
underwriting discounts and commissions under the Securities Act.
All or any portion of the shares of common stock covered by this prospectus
that qualify for sale under Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.
Prior to selling any of the common stock, the selling shareholders have
agreed to give us written notice and we have agreed to notify the selling
shareholders within two business days whether such proposed sale is permissible.
If we inform the selling shareholders that such proposed sale is impermissible
because there has been a material development regarding us that has not yet been
publicly disclosed, then the selling shareholders have agreed to delay such
proposed sale until such sale is permissible.
There is no assurance that the selling shareholders will offer for sale or
sell any or all of the shares of common stock covered by this prospectus.
USE OF PROCEEDS
The selling shareholders will receive the proceeds from the sale of the
shares of common stock covered by this prospectus. SUPERVALU will not receive
any of the proceeds from the sale of the shares.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from our Annual Report on Form 10-K for the fiscal year ended February
27, 1999, have been audited by KPMG LLP, independent auditors, as set forth in
its report which is incorporated herein by reference, and have been so
incorporated by reference in reliance upon the report of that firm given upon
its authority as experts in accounting and auditing. The consolidated financial
statements as of February 28, 1998, and for each of the two fiscal years (53 and
52 weeks) in the period ended February 28, 1998, incorporated in this prospectus
by reference from our Annual Report on Form 10-K for the fiscal year ended
February 27, 1999, have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in its report which is incorporated herein by reference,
and have been so incorporated by reference in reliance upon the report of that
firm given upon its authority as experts in accounting and auditing. The
consolidated financial
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statements of Richfood Holdings, Inc. as of May 1, 1999, and for the fiscal year
ended May 1, 1999, incorporated in this prospectus by reference from our Form 8-
K filed September 10, 1999, have been audited by Ernst & Young LLP, independent
auditors, as set forth in its report which is incorporated herein by reference,
and have been so incorporated by reference in reliance upon the report of said
firm given upon its authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares offered in this prospectus has been passed upon
for us by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.
9
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee...................................... $ 3,035
Accounting Fees and Expenses.............................. 8,000
Legal Fees and Expenses................................... 4,000
Miscellaneous ............................................ 1,000
Total............................................ $16,035
All fees and expenses other than the SEC registration fee are
estimated. The expenses listed will be paid equally by SUPERVALU and the selling
shareholders, except that to the extent the selling shareholders' portion of the
expenses exceeds $10,000, we will pay such excess portion.
Item 15. Indemnification of Officers and Directors
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. In accordance with the DGCL, Article Eighth of our certificate
of incorporation provides that a director shall not be liable to SUPERVALU:
o for any breach of the director's duty of loyalty to SUPERVALU
or its stockholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o under Section 174 of the DGCL providing for liability of
directors for unlawful payment of dividends or unlawful stock
purchases or redemptions;
o for any transaction from which a director derived an improper
benefit; or
o for any act or omission occurring prior to the date when said
Article Eighth became effective.
Article IX of our bylaws and our Directors' and Officers' Liability Insurance
Policy provide for indemnification of our directors and officers against certain
liabilities.
Item 16. List of Exhibits
4.1 Restated Certificate of Incorporation of SUPERVALU.
(Incorporated by reference to Exhibit (3)(i) to SUPERVALU's
Annual Report on Form 10-K for the fiscal year ended February
26, 1994.)
4.2 Restated Bylaws of SUPERVALU. (Incorporated by reference to
Exhibit (3) to SUPERVALU's Quarterly Report on Form 10-Q for
the period ended September 12, 1998.)
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney.
II-1
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(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 SEC pursuant to Rule 424(b) under the Securities Act 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) of this section do
not apply if the registration statement is on Form S-3 or Form S-8, and 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 SEC
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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota, on January 19,
2000.
SUPERVALU INC.
/s/ Michael W. Wright*
------------------------------------
Michael W. Wright
Chairman of the Board, President,
Chief Executive Officer and Director
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 January 19, 2000.
Name Title
---- -----
/s/ Michael W. Wright* Chairman of the Board, President,
- ------------------------------ Chief Executive Officer and Director
Michael W. Wright (Principal Executive Officer)
/s/ Pamela K. Knous* Executive Vice President and
- ------------------------------ Chief Financial Officer
Pamela K. Knous (Principal Financial and Accounting Officer)
/s/ Lawrence A. Del Santo* Director
- ------------------------------
Lawrence A. Del Santo
/s/ Susan E. Engel* Director
- ------------------------------
Susan E. Engel
/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
/s/ Carole F. St. Mark* Director
- ------------------------------
Carole F. St. Mark
*By: /s/ John P. Breedlove
--------------------------
John P. Breedlove
Attorney-in-fact**
- ---------------
** Executed on behalf of the indicated persons by John P. Breedlove pursuant to
the Power of Attorney included as Exhibit 24.1 to this registration
statement.
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Restated Certificate of Incorporation of SUPERVALU.
(Incorporated by reference to Exhibit (3)(i) to SUPERVALU's
Annual Report on Form 10-K for the fiscal year ended February
26, 1994.)
4.2 Restated Bylaws of SUPERVALU. (Incorporated by reference to
Exhibit (3) to SUPERVALU's Quarterly Report on Form 10-Q for
the period ended September 12, 1998.)
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney.
<PAGE>
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to SUPERVALU INC., a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale of
up to 606,003 shares (the "Shares") of common stock of the Company, par value
$1.00 per share (the "Common Stock"). The Shares will be sold from time to time
by the Selling Shareholders named in the Registration Statement.
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We also have assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares to be
sold by the Selling Shareholders pursuant to the Registration Statement have
been duly authorized by all requisite corporate action, and that the Shares are
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Date: January 19, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
MJM
<PAGE>
EXHIBIT 23.1
The Board of Directors
SUPERVALU, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the registration statement.
/s/ KPMG LLP
Minneapolis, Minnesota
January 14, 2000
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SUPERVALU INC. on Form S-3 of the report of Deloitte & Touche LLP dated April 6,
1998, appearing in and incorporated by reference in the Annual Report on Form
10-K of SUPERVALU INC. for the year ended February 27, 1999 and to the reference
to Deloitte & Touche LLP under the heading "Experts" in the Registration
Statement.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
January 14, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of SUPERVALU INC. for
the registration of 606,003 shares of common stock and to the incorporation by
reference therein of our report dated June 15, 1999 on the consolidated
financial statements and schedule of Richfood Holdings, Inc. as of May 1, 1999
and May 2, 1998 and for each of the three fiscal years in the period ended May
1, 1999, included in the Current Report on Form 8-K of SUPERVALU INC. dated
September 10, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
January 13, 2000
<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, David L.
Boehnen and John P. Breedlove, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in his or her name, place and stead, in
any and all capacities (including the undersigned's capacity as a director
and/or officer of SUPERVALU INC. ("SUPERVALU")), to sign a Registration
Statement on Form S-3 of SUPERVALU to be filed under the Securities Act of 1933,
as amended, for the registration of the resale of 606,003 shares of Common Stock
of SUPERVALU by the selling shareholders named therein, and any and all
amendments (including post-effective amendments) to such Registration Statement,
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, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
13th day of January, 2000, by the following persons:
Name Title
---- -----
/s/ Michael W. Wright Chairman of the Board, President,
- ------------------------------ Chief Executive Officer and Director
Michael W. Wright (Principal Executive Officer)
/s/ Pamela K. Knous Executive Vice President and
- ------------------------------ Chief Financial Officer
Pamela K. Knous (Principal Financial and Accounting Officer)
/s/ Lawrence A. Del Santo Director
- ------------------------------
Lawrence A. Del Santo
/s/ Susan E. Engel Director
- ------------------------------
Susan E. Engel
/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
/s/ Carole F. St. Mark Director
- ------------------------------
Carole F. St. Mark
