Delaware |
41-0617000 | |
(State or other jurisdiction of |
(I.R.S. Employer | |
incorporation or organization) |
Identification No.) |
Title of securities to be
registered |
Amount to be registered |
Proposed maximum offering price per share (1) |
Proposed maximum aggregate offering price (1) |
Amount of registration fee | ||||
| ||||||||
Common Stock ($1.00 par value) |
800,000 shares |
$16.775 |
$13,420,000 |
$1,235 |
(1) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c), based upon the average high and low prices of
the registrants common stock, as reported on the Consolidated Transaction Reporting System of the New York Stock Exchange on October 25, 2002. |
(a) |
the Companys Annual Report on Form 10-K for the fiscal year ended February 23, 2002, as amended by its Annual Report on Form 10-K/A filed July 30, 2002;
|
(ii) |
the Companys Quarterly Report on Form 10-Q for the period ended September 7, 2002; |
(iii) |
the Companys Current Reports on Form 8-K filed April 23, 2002, May 15, 2002 and June 26, 2002; and |
(c) |
the description of the Companys common stock contained in its registration statement on Form 8-C as filed with the Commission on July 13, 1967, including
any amendment or report filed for the purpose of updating such description. |
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for any breach of the directors duty of loyalty to SUPERVALU or its stockholders, |
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, |
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under Section 174 of the Delaware General Corporation Law providing for liability of directors for unlawful dividends or unlawful stock repurchases or
redemptions, |
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for any transaction for which the director derived an improper personal benefit, or |
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for any act or omission occurring prior to the date when said Article Eighth became effective. |
4.1 |
Restated Certificate of Incorporation of SUPERVALU INC. (Incorporated by reference to Exhibit (3)(1) to SUPERVALUs Quarterly Report on Form 10-Q for the
period ended June 15, 2002) |
4.2 |
Restated Bylaws of SUPERVALU INC. (Incorporated by reference to Exhibit (3) to SUPERVALUs Quarterly Report for the quarterly period (12 weeks) ended
September 12, 1998) |
5 |
Opinion and consent of Warren E. Simpson, Esq. |
23.1 |
Consent of KPMG LLP |
23.2 |
Consent of Warren E. Simpson, Esq. (Included in Exhibit 5) |
24 |
Powers of Attorney |
A. |
Post-Effective Amendments. |
(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 forgoing, 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
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(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 (i) and (ii) above will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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. |
Subsequent Documents Incorporated by Reference. |
C. |
Claims for Indemnification. |
SUPERVALU INC. (Registrant) | ||||||||
By |
/s/ JEFFREY NODDLE | |||||||
Jeffrey Noddle President and Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ JEFFREY NODDLE Jeffrey Noddle |
Chairman, President and Chief Executive Officer (principal executive officer); Director |
October 31, 2002 | ||
/s/ PAMELA K. KNOUS Pamela K. Knous |
Executive Vice President, Chief Financial Officer (principal financial and accounting officer) |
October 31, 2002 | ||
/s/ LAWRENCE A. DEL SANTO* Lawrence A. Del Santo |
Director |
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/s/ SUSAN E. ENGEL* Susan E. Engel |
Director |
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/s/ EDWIN C. GAGE* Edwin C. Gage* |
Director |
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/s/ WILLIAM A. HODDER* William A. Hodder |
Director |
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/s/ GARNETT L. KEITH, JR.* Garnett L. Keith, Jr. |
Director |
Signature |
Title |
Date | ||
/s/ RICHARD L. KNOWLTON* Richard L. Knowlton |
Director |
|||
/s/ CHARLES M. LILLIS* Charles M. Lillis |
Director |
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/s/ HARRIET PERLMUTTER* Harriet Perlmutter |
Director |
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/s/ STEVEN S. ROGERS* Steven S. Rogers* |
Director |
* |
Executed this 31st day of October, 2002, on behalf of the indicated Directors by Warren E. Simpson, duly appointed Attorney-in-Fact.
|
By: |
/s/ WARREN E. SIMPSON | |
Warren E. Simpson Attorney-in-Fact |
SUPERVALU INC. Long-Term Incentive Plan | ||||||||
By: |
/s/ RONALD C. TORTELLI |
|||||||
Ronald C. Tortelli Senior Vice President, Human Resources |
4.1 |
Restated Certificate of Incorporation of SUPERVALU INC. (Incorporated by reference to Exhibit (3)(1) to SUPERVALUs Quarterly Report on Form 10-Q for
the period ended June 15, 2002) | |
4.2 |
Restated Bylaws of SUPERVALU INC. (Incorporated by reference to Exhibit (3) to SUPERVALUs Quarterly Report for the quarterly period (12 weeks) ended
September 12, 1998) | |
5 |
Opinion and consent of Warren E. Simpson, Esq. | |
23.1 |
Consent of KPMG LLP | |
23.2 |
Consent of Warren E. Simpson, Esq. (Included in Exhibit 5) | |
24 |
Powers of Attorney |