Bond Neo Albertsons 8% ( US013104AL86 ) in USD

Neo Albertsons

105.1 % ⇌

United States

US013104AL86 ( in USD )

8% per year ( payment 2 times a year)

30/04/2031

Prospectus brochure of the bond New Albertsons US013104AL86 en USD 8%, maturity 30/04/2031

013104AL8

BB+ ( Non-investment grade speculative )

01/11/2025 ( In 123 days )

New Albertsons is the name resulting from the merger of Albertsons Companies and Kroger, although the deal ultimately fell through.

The Bond issued by Neo Albertsons ( United States ) , in USD, with the ISIN code US013104AL86, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2031
The Bond issued by Neo Albertsons ( United States ) , in USD, with the ISIN code US013104AL86, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>f71810b2e424b2.txt
<DESCRIPTION>FILED PURSUANT TO RULE 424(B)(2)
<TEXT>
<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-54998
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 13, 2001)
$600,000,000
ALBERTSON'S, INC.
$200,000,000 7.25% SENIOR NOTES DUE 2013
$400,000,000 8.00% SENIOR DEBENTURES DUE 2031
----------------------
Albertson's, Inc. will pay interest on the Notes and Debentures on May 1
and November 1 of each year commencing on November 1, 2001. The Notes and
Debentures will be issued only in denominations of $1,000 and integral multiples
of $1,000.
Albertson's has the option to redeem all or any portion of the Notes or
Debentures at the redemption price and in the manner described in this
prospectus supplement.
----------------------
<TABLE>
<CAPTION>
PROCEEDS, BEFORE
PUBLIC OFFERING UNDERWRITING EXPENSES, TO
PRICE (1) DISCOUNT ALBERTSON'S
--------------- ------------ ----------------
<S> <C> <C> <C>
Per 7.25% Note due 2013.................. 99.534% 0.675% 98.859%
Total.................................... $199,068,000 $1,350,000 $197,718,000
Per 8.00% Debenture due 2031............. 99.943% 0.875% 99.068%
Total.................................... $399,772,000 $3,500,000 $396,272,000
</TABLE>
(1) Plus accrued interest from May 1, 2001, if settlement occurs after that
date
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus supplement. Any representation to the contrary is
a criminal offense.
The Notes and Debentures will be ready for delivery in book-entry form only
through The Depository Trust Company, including for the accounts of Euroclear
and Clearstream Luxembourg, on or about May 1, 2001.
----------------------
BANC OF AMERICA SECURITIES LLC MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
BANC ONE CAPITAL MARKETS, INC.
U.S. BANCORP PIPER JAFFRAY
WACHOVIA SECURITIES, INC.
FIRST UNION SECURITIES, INC.
THE WILLIAMS CAPITAL GROUP, L.P.
----------------------
The date of this prospectus supplement is April 27, 2001.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Forward-Looking Statements.................................. S-3
The Company................................................. S-3
Use of Proceeds............................................. S-4
Capitalization.............................................. S-5
Selected Consolidated Financial Data........................ S-6
Description of the Notes and Debentures..................... S-8
Underwriting................................................ S-14
Legal Matters............................................... S-15
Experts..................................................... S-15
PROSPECTUS
About This Prospectus....................................... 3
Where You Can Find More Information......................... 3
Incorporation by Reference.................................. 3
Forward-Looking Statements.................................. 4
Albertson's, Inc............................................ 5
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of Debt Securities.............................. 6

Plan of Distribution........................................ 16
Legal Opinions.............................................. 17
Experts..................................................... 17
</TABLE>
------------------------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus.
Albertson's has not, and the underwriters have not, authorized any other person
to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. Albertson's is not, and
the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of
their respective dates. The business, financial condition, results of operations
and prospects of Albertson's may have changed since those dates.
S-2
<PAGE> 3
NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY ALBERTSON'S OR ANY
UNDERWRITER THAT WOULD PERMIT DISTRIBUTION OF A PROSPECTUS IN ANY JURISDICTION
WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN IN THE UNITED STATES. ANY
PERSON INTO WHOSE POSSESSION THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING
PROSPECTUS COMES IS ADVISED BY ALBERTSON'S AND THE UNDERWRITERS TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE ANY RESTRICTIONS AS TO, THE OFFERING OF THE
NOTES AND DEBENTURES AND THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS.
FORWARD-LOOKING STATEMENTS
This prospectus supplement includes or incorporates by reference
forward-looking statements, including those identified by the words "believes,"
"anticipates," "expects" and similar expressions. Albertson's has based these
forward-looking statements on its current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions, including, among other things:
- changes in the general economy,
- changes in consumer spending,
- changes in competitive factors,
- changes in the rate of inflation,
- changes in state or federal legislation or regulation,
- adverse determinations with respect to litigation or other claims
(including environmental matters),
- labor negotiations,
- the cost and stability of power sources, and
- Albertson's ability to successfully integrate the operations of acquired
or merged companies.
Albertson's undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this prospectus supplement, the accompanying
prospectus or in the incorporated documents might not occur.
THE COMPANY
Albertson's, Inc. is incorporated under the laws of the State of Delaware
and is the successor to a business founded by J.A. Albertson in 1939.
Albertson's is one of the largest retail food-drug companies in the United
States. Its stores operate primarily under the names of Albertson's, Acme
Markets, Jewel Food Stores, Seessel's, Super Saver, Max Foods, Osco Drug and
Sav-on Drugs.
As of February 1, 2001, Albertson's operated 2,512 stores in 36
Northeastern, Western, Midwestern and Southern states. These stores consist of
1,362 combination food-drug stores (including 150 fuel centers located near
these stores), 807 stand-alone drug stores, 315 conventional supermarkets and 28
warehouse stores. Retail operations are supported by 19 major Albertson's
distribution centers that provide product exclusively to Albertson's retail
stores.
Albertson's owns over 47% of the retail stores it operates, including owned
buildings on leased land, and leases the remaining stores. Albertson's also owns
most of its administrative offices and distribution centers. Albertson's prefers
to own its properties because doing so provides control and flexibility with
respect to financing terms, remodeling, expansions (including the addition of
fuel centers) and closures.
Albertson's mission is to be "The Best Store in Your Neighborhood" by
creating value through superior service and quality products. During the next
two years, Albertson's intends to open approximately 164 combination food-drug
stores, approximately 145 stand-alone drugstores and approximately 210 fuel
centers,
S-3

<PAGE> 4
funded primarily through internally generated cash flow. Albertson's strives to
maintain a strong cash flow and balance sheet to enable it to grow and to
maintain financial flexibility.
On April 23, 2001, the Board of Directors of Albertson's appointed Lawrence
R. Johnston as a Class I director, Chairman of the Board and Chief Executive
Officer. Immediately prior to joining Albertson's, Mr. Johnston served as
President and Chief Executive Officer of the GE Appliances Division of General
Electric Company.
USE OF PROCEEDS
Albertson's intends to use the $593,765,000 net proceeds from the sale of
the Notes and Debentures for the repayment of debt and for general corporate
purposes, including potential purchases of shares of its outstanding common
stock. See "Capitalization" with respect to certain debt to be repaid by
Albertson's.
S-4
<PAGE> 5
CAPITALIZATION
The following table sets forth Albertson's actual debt and capitalization
as of February 1, 2001 and as adjusted to give effect to the repayment of
certain debt with the proceeds of the offering. The table should be read in
conjunction with Albertson's consolidated financial statements and accompanying
notes incorporated herein by reference. See "Where You Can Find More
Information" in the accompanying prospectus.
<TABLE>
<CAPTION>
FEBRUARY 1, 2001
--------------------------------
ACTUAL AS ADJUSTED
------------- ---------------
(IN MILLIONS, EXCEPT SHARE DATA)
<S> <C> <C>
Commercial paper borrowings and operating lines (1)......... $ 1,153.2 $ 553.2
Long-term debt
6.55% Notes due 2004...................................... 300.0 300.0
6.95% Notes due 2009...................................... 350.0 350.0
7.40% Debentures due 2005................................. 200.0 200.0
7.45% Debentures due 2029................................. 650.0 650.0
7.50% Debentures due 2011................................. 700.0 700.0
7.50% Debentures due 2037................................. 200.0 200.0
7.75% Debentures due 2026................................. 200.0 200.0
7.90% Debentures due 2017................................. 95.5 95.5
8.00% Debentures due 2026................................. 271.8 271.8
8.35% Notes due 2010...................................... 275.0 275.0
8.70% Debentures due 2030................................. 225.0 225.0
9.125% Notes due 2002..................................... 79.8 79.8
Medium-term notes......................................... 762.0 762.0
Industrial revenue bonds.................................. 12.4 12.4
Mortgage note payable..................................... 57.6 57.6
Other notes payable....................................... 200.0 200.0
Other borrowings.......................................... 45.4 45.4
New securities offered hereby............................. -- 600.0
Obligations under capital leases.......................... 246.8 246.8
--------- ---------
Total debt............................................. $ 6,024.5 $ 6,024.5
========= =========
Stockholders' equity
Preferred Stock -- $1.00 par value; authorized --
10,000,000 shares; designated -- 3,000,000 shares.... -- --
Common Stock -- $1.00 par value;
authorized -- 1,200,000,000 shares;
issued -- 405,316,315 shares.......................... 405.3 405.3
Capital in excess of par............................... 48.0 48.0
Retained earnings...................................... 5,241.0 5,241.0
--------- ---------
Total stockholders' equity............................. 5,694.3 5,694.3
--------- ---------
Total capitalization................................... $11,718.8 $11,718.8
========= =========
</TABLE>
------------------------------
(1) This information is presented for illustrative purposes only. Albertson's
intends to repay portions of commercial paper borrowings with proceeds of
the offering but has no obligation to do so. See "Use of Proceeds."
S-5
<PAGE> 6
SELECTED CONSOLIDATED FINANCIAL DATA
The financial data below are derived from the audited consolidated
financial statements of Albertson's. The selected financial data should be read
in conjunction with Albertson's consolidated financial statements and
accompanying notes, which are incorporated herein by reference. See "Where You
Can Find More Information" in the accompanying prospectus.
<TABLE>
<CAPTION>

52 WEEKS 53 WEEKS 52 WEEKS
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
RESULTS OF OPERATIONS:
Sales....................................................... $36,762 $37,478 $35,872
Cost of sales............................................... 26,336 27,164 26,156
------- ------- -------
Gross profit................................................ 10,426 10,314 9,716
Selling, general and administrative expenses................ 8,740 8,641 7,846
Merger-related and exit costs............................... 24 396 195
Impairment -- store closures................................ -- -- 24
Litigation settlement....................................... -- 37 --
------- ------- -------
Operating profit............................................ 1,662 1,240 1,651
Other (expense) income:
Interest, net............................................. (385) (353) (337)
Other, net................................................ (3) 12 24
------- ------- -------
Earnings before income taxes and extraordinary item......... 1,274 899 1,338
Income taxes................................................ 509 472 537
------- ------- -------
Earnings before extraordinary item.......................... 765 427 801
Extraordinary loss on extinguishment of debt, net of tax
benefit of $7............................................. -- (23) --
------- ------- -------
Net earnings........................................... $ 765 $ 404 $ 801
======= ======= =======
EARNINGS PER SHARE:
Basic
Earnings before extraordinary item..................... $ 1.83 $ 1.01 $ 1.91
Extraordinary item..................................... -- (0.05) --
------- ------- -------
Net earnings........................................... $ 1.83 $ 0.96 $ 1.91
======= ======= =======
Diluted
Earnings before extraordinary item..................... $ 1.83 $ 1.00 $ 1.90
Extraordinary item..................................... -- (0.05) --
------- ------- -------
Net earnings........................................... $ 1.83 $ 0.95 $ 1.90
======= ======= =======
</TABLE>
S-6
<PAGE> 7
<TABLE>
<CAPTION>
52 WEEKS 53 WEEKS 52 WEEKS
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (IN MILLIONS):
Basic....................................................... 418 422 419
Diluted..................................................... 418 423 422
FINANCIAL STATISTICS:
Identical store sales increase.............................. 0.3% 1.7% 0.5%
Comparable store sales increase............................. 0.6% 2.1% 1.2%
OPERATING ITEMS % TO SALES:
Gross profit................................................ 28.36% 27.52% 27.08%
Selling, general and administrative......................... 23.77% 23.06% 21.87%
Operating profit............................................ 4.52% 3.31% 4.60%
OTHER DATA:
Depreciation and amortization............................... $ 1,001 $ 911 $ 861
Total assets........................................... 16,078 15,719 15,131
Total debt and capitalized lease obligations........... 6,025 5,629 5,175
Stockholders' equity........................................ 5,694 5,702 5,522
Ratio of earnings to fixed charges (as reported) (1)........ 3.15x 2.55x 3.56x
Ratio of earnings to fixed charges (as adjusted) (2)........ 3.44x 3.76x 3.98x
</TABLE>
------------------------------
(1) Earnings consist of earnings from continuing operations before income taxes
and fixed charges (excluding interest capitalized). Fixed charges consist of
interest and a portion of rental expense deemed representative of the
interest factor.
(2) On account of the significance of merger-related costs and other one-time
expenses and their effects on earnings, as disclosed in Albertson's Annual
Report on Form 10-K filed on April 19, 2001, the ratio of earnings to fixed
charges has been adjusted to reflect earnings without these effects.
S-7
<PAGE> 8
DESCRIPTION OF THE NOTES AND DEBENTURES
GENERAL
The following description of the particular terms of the Notes and
Debentures supplements and, to the extent inconsistent with the accompanying
prospectus, replaces the description of the general terms and provisions of the
debt securities set forth in the accompanying prospectus. Terms used but not
defined in this prospectus supplement or in the accompanying prospectus have the
meanings assigned to them in the indenture described in the accompanying
prospectus. The following statements with respect to the Notes and Debentures
are summaries and are subject to, and are qualified in their entirety by

reference to, all the provisions of the Notes and Debentures, the indenture and
the Trust Indenture Act of 1939. As used in this "Description of the Notes and
Debentures," "Albertson's" refers to Albertson's, Inc. only and not to any of
its subsidiaries.
The Notes and Debentures will be issued as two series of debt securities
under the indenture. For a description of the rights attaching to different
series of debt securities under the indenture, see "Description of Debt
Securities" in the accompanying prospectus.
The 2013 Notes will constitute an additional series of unsecured debt
securities and will be initially limited in aggregate principal amount to
$200,000,000. The 2013 Notes will mature on May 1, 2013 and will accrue interest
from May 1, 2001 at an annual rate of 7.25%.
The 2031 Debentures will constitute an additional series of unsecured debt
securities and will be initially limited in aggregate principal amount to
$400,000,000. The 2031 Debentures will mature on May 1, 2031 and will accrue
interest from May 1, 2001 at an annual rate of 8.00%.
The Notes and Debentures will be issued as senior unsecured general
obligations of Albertson's in an initial aggregate principal amount of
$600,000,000 and will rank equally with all of Albertson's other senior
unsecured indebtedness. The aggregate principal amount of the Notes and
Debentures may, without the consent of the holders, be increased in the future.
In the event of such an increase, any additional Notes and Debentures will have
terms, conditions and other provisions identical to, and the same CUSIP numbers
as, the Notes and the Debentures being offered hereby. The covenant provisions
of the indenture described under the caption "Description of Debt
Securities -- Certain Covenants of Albertson's" in the accompanying prospectus
will apply to the Notes and Debentures. The Notes and Debentures will be issued
only in book-entry form through the facilities of The Depository Trust Company
(or DTC or the Depositary, which term includes any successor depositary),
Euroclear and Clearstream Luxembourg and in denominations of $1,000 and integral
multiples of $1,000. See "Description of Book-Entry System" below.
SEMI-ANNUAL PAYMENTS
Interest on the Notes and Debentures will be payable semi-annually on May 1
and November 1 of each year (each, an interest payment date), commencing
November 1, 2001, at the respective rate set forth on the cover page of this
prospectus supplement, to the persons in whose names the Notes or Debentures are
registered on the April 15 or October 15, respectively, preceding the applicable
interest payment date.
The amount of interest payable for any period will be computed on the basis
of twelve 30-day months and a 360-day year and, for any period shorter than a
full six-month interest period, on the basis of the actual number of days
elapsed in that period. If any interest payment date is not a business day, then
payment of the amount payable on that date will be made on the next succeeding
day that is a business day with the same force and effect as if made on the
interest payment date, and no interest will accrue for the period from and after
the interest payment date. The term "business day" means each Monday, Tuesday,
Wednesday,
S-8
<PAGE> 9
S-9
Thursday and Friday that is not a day on which banking institutions in the state
of New York are authorized or obligated by law, regulation or executive order to
close.
OPTIONAL REDEMPTION
Albertson's may redeem all or any part of the Notes or Debentures at any
time at a price equal to the greater of:
- 100% of the principal amount of the Notes or Debentures to be redeemed,
and
- an amount, as determined by the quotation agent, equal to the sum of the
present values of the remaining scheduled payments of principal and
interest on the Notes or Debentures to be redeemed (not including any
portion of payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis (assuming a
360-day year comprised of twelve 30-day months) at the adjusted treasury
rate plus 25 basis points in the case of the 2013 Notes and 30 basis
points in the case of the 2031 Debentures,
plus, in each case, accrued and unpaid interest to, but not including, the
redemption date; provided, however, that with respect to interest payments that
are due on or prior to the relevant redemption date, Albertson's will make
payments of interest to the record holders of the relevant Notes or Debentures
at the close of business on the relevant regular record date.
"Adjusted treasury rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
comparable treasury issue, assuming a price for the comparable treasury issue
(expressed as a percentage of its principal amount) equal to the comparable
treasury price for that redemption date.
"Comparable treasury issue" means the United States Treasury security
selected by the quotation agent as having a maturity comparable to the remaining
term of the Notes or Debentures to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in

pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes or Debentures.
"Comparable treasury price" means, with respect to any redemption date, (1)
the average of the reference treasury dealer quotations for that redemption
date, after excluding the highest and lowest reference treasury dealer
quotations, or (2) if the trustee obtains fewer than three reference treasury
dealer quotations for that redemption date, the average of the reference
treasury dealer quotations obtained, as determined by the quotation agent.
"Quotation agent" means the reference treasury dealer appointed by
Albertson's.
"Reference treasury dealer" means (1) Merrill Lynch, Pierce, Fenner & Smith
Incorporated or its successors; provided, however, that if any of them ceases to
be a primary U.S. government securities dealer in New York City, or a primary
treasury dealer, Albertson's will substitute for it another primary treasury
dealer, and (2) any other primary treasury dealers(s) selected by Albertson's.
"Reference treasury dealer quotations" means, with respect to each
reference treasury dealer and any redemption date, the average, as determined by
the quotation agent, of the bid and asked prices for the comparable treasury
issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by the reference treasury dealer at 5:00 p.m. on the
third business day preceding that redemption date.
At least 30 days but not more than 60 days before the relevant redemption
date, Albertson's will send notice of redemption to each holder of Notes or
Debentures to be redeemed. If less than all of the Notes or Debentures are to be
redeemed, the trustee will select, by such method as it will deem fair and
appropriate, the Notes or Debentures to be redeemed in whole or in part.
Unless Albertson's defaults in payment of the redemption price, no interest
will accrue on the Notes or Debentures called for redemption for the period from
and after the redemption date.
Neither the Notes nor the Debentures will be entitled to any sinking fund.
S-10
<PAGE> 10
DEFEASANCE
The defeasance and covenant defeasance provisions of the indenture
described under the caption "Description of Debt Securities -- Defeasance and
Covenant Defeasance" in the accompanying prospectus will apply to the Notes and
Debentures.
UNSECURED OBLIGATIONS
Neither the Notes nor the Debentures will be secured by any property or
assets of Albertson's or its subsidiaries. Thus, the claims of holders of the
Notes and Debentures will be entitled to lower priority than any claims secured
by properties or assets of Albertson's, at least to the extent of that
collateral, whether those claims are currently outstanding or arise
subsequently.
STRUCTURAL SUBORDINATION
The rights of Albertson's as the sole stockholder of American Stores
Company to the assets, income and cash flow of American Stores Company are
subject to the prior claims of creditors of American Stores Company, which
include holders of long-term debt (totalling approximately $1.4 billion as of
February 1, 2001) and trade creditors of American Stores Company. Accordingly,
the claims of holders of the Notes and Debentures as creditors of Albertson's
will be effectively subordinated to the claims of present and future creditors
of American Stores Company and the other subsidiaries of Albertson's.
FORM OF THE NOTES AND DEBENTURES
The Notes and Debentures will be represented by one or more global
securities in registered form, without coupons, which have been issued in each
case in a denomination equal to the outstanding principal amount of Notes and
Debentures represented thereby. The global securities will be deposited with the
trustee, as described below under "Description of Book-Entry System."
DESCRIPTION OF BOOK-ENTRY SYSTEM
GENERAL
The global securities will be deposited with the trustee as custodian for
DTC and registered in the name of Cede & Co. as nominee of DTC, for credit to
the accounts of DTC participants and indirect participants, including Euroclear
and Clearstream Luxembourg. Upon issuance of the Notes and Debentures, DTC,
Euroclear or Clearstream Luxembourg, as the case may be, will credit on its
book-entry registration and transfer system the participants' accounts with the
respective interests owned by such participants. Ownership of book-entry
interests is shown on, and the transfer of such interests will be effected only
through, records maintained by DTC, Euroclear or Clearstream Luxembourg and,
with respect to interests of indirect participants, their respective
participants. The laws of some countries and some states in the United States
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge the book-entry interests.
All interests in the Notes and Debentures, including those held through
Euroclear or Clearstream Luxembourg, will be subject to the procedures and
requirements of DTC. Those interests, if held through Euroclear or Clearstream

Luxembourg, will also be subject to the procedures and requirements of such
systems.
So long as DTC, or its nominee, is the registered holder of the global
securities, such party will be considered the sole holder of such global
securities for all purposes under the indenture. Participants or indirect
participants are not entitled to have Notes or Debentures or book-entry
interests registered in their names, will not receive or be entitled to receive
physical delivery of Notes or Debentures or book-entry interests in definitive
form and will not be considered the owners or holders thereof under the
indenture. Accordingly, each person owning a book-entry interest must rely on
the procedures of DTC, Euroclear or Clearstream Luxembourg, as the case may be,
and, if such person is not a participant in DTC, Euroclear or Clearstream
Luxembourg, on the procedures of the participant in DTC, Euroclear or
Clearstream Luxembourg
S-10
<PAGE> 11
through which such person owns its interest, to exercise any rights and remedies
of a holder under the indenture. See "-- Action By Owners Of Book-Entry
Interests" below. The certificated depositary interest held by DTC may not be
transferred except as a whole by DTC to its nominee or by its nominee to DTC or
another nominee of DTC or by DTC or any such nominee to a successor of DTC or a
nominee of such successor.
PAYMENTS ON THE GLOBAL SECURITIES
Payments of any amounts owing in respect of the global securities will be
made through one or more paying agents appointed under the indenture (which
initially will include the trustee) to DTC, as the holder of the global
securities. Payment to or to the order of the holder of the global securities
will discharge Albertson's payment obligations in respect of the Notes or
Debentures represented thereby. Upon receipt of any such amounts, DTC should
distribute such payments to its respective participants. Payments of all such
amounts will be made without deduction or withholding for or on account of any
present or future taxes, duties, assessments or governmental charges of whatever
nature, except as may be required by law. If withholding for taxes is required
by law, such withholding will occur in accordance with applicable law.
Under the provisions of the indenture, the holder of the global securities
is treated as the owner of the Notes or Debentures represented thereby, and
Albertson's has no responsibility or liability for the payment of amounts owing
in respect of the depositary interests held by DTC to owners of book-entry
interests that represent interests in the global securities. Payments by DTC
participants or by Euroclear or Clearstream Luxembourg participants to owners of
book-entry interests held through such participants are the responsibility of
such participants as is the case with securities held for the account of
customers in bearer form or registered in "street name."
None of Albertson's, the trustee or any agent of Albertson's or the trustee
have any responsibility or liability for any aspect of the records relating to
or payments made on account of book-entry interests or for maintaining,
supervising or reviewing any records relating to such book-entry interests.
INFORMATION CONCERNING DTC, EUROCLEAR AND CLEARSTREAM LUXEMBOURG
Albertson's understands as follows with respect to DTC: DTC is a limited
purpose trust issuer organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC was
created to hold securities of its participants and to facilitate the clearance
and settlement of transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC
participants include securities brokers and dealers, including the underwriters,
banks, trust companies, clearing corporations (including Euroclear and
Clearstream Luxembourg) and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to the DTC book-entry system is also
available to others, such as banks, broker-dealers and trust companies that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly.
Albertson's understands as follows with respect to Euroclear and
Clearstream Luxembourg: Euroclear and Clearstream Luxembourg each hold
securities for their account holders and facilitate the clearance and settlement
of securities transactions by electronic book-entry transfer between their
respective account holders, thereby eliminating the need for physical movements
of certificates and any risk from lack of simultaneous transfers of securities.
Euroclear and Clearstream Luxembourg each provide various services,
including safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Euroclear and Clearstream Luxembourg each also deal with domestic securities
markets in several countries through established depository and custodial
relationships. The respective systems of Euroclear and Clearstream Luxembourg
have established an electronic bridge between their two systems across which
their respective account holders may settle trades with each other.
S-11
<PAGE> 12
Account holders in both Euroclear and Clearstream Luxembourg are worldwide
financial institutions, including underwriters, securities brokers and dealers,
banks, trust companies and clearing corporations. Indirect access to both
Euroclear and Clearstream Luxembourg is available to other institutions that

clear through or maintain a custodial relationship with an account holder of
either system.
An account holder's overall contractual relations with either Euroclear or
Clearstream Luxembourg are governed by the respective rules and operating
procedures of Euroclear or Clearstream Luxembourg and any applicable laws. Both
Euroclear and Clearstream Luxembourg act under such rules and operating
procedures only on behalf of their respective account holders and have no record
of or relationship with persons holding through their respective account
holders.
Because DTC, Euroclear and Clearstream Luxembourg can act only on behalf of
participants, who in turn act on behalf of indirect participants and certain
banks, the ability of an owner of a book-entry interest to pledge such interest
to persons or entities that do not participate in the DTC, Euroclear or
Clearstream Luxembourg systems or otherwise take actions in respect of such
interest, may be limited by the lack of a definitive certificate for such
interest. The laws of some countries and some states in the United States
require that certain persons take physical delivery of securities in definitive
form. Consequently, the ability to transfer book-entry interests to such persons
may be limited. In addition, beneficial owners of book-entry interests through
DTC, Euroclear or Clearstream Luxembourg will receive distributions attributable
to the global securities only through DTC, Euroclear or Clearstream Luxembourg
participants.
Albertson's understands that under existing industry practices, if either
Albertson's or the trustee requests any action of holders of Notes or Debentures
or if an owner of a book-entry interest desires to give instructions or take any
action that a holder is entitled to give or take under the indenture, DTC would
authorize their respective participants owning the relevant book-entry interests
to give instructions or take such action, and such participants would authorize
indirect participants to give instructions or take such action or would
otherwise act upon the instructions of such indirect participants.
TRANSFERS
All transfers of book-entry interests are recorded in accordance with the
book-entry system maintained by DTC pursuant to customary procedures established
by DTC and its participants.
ACTION BY OWNERS OF BOOK-ENTRY INTERESTS
As soon as practicable after receipt by the trustee of notice of any
solicitation of consents or request for a waiver or other action by the holders
of Notes or Debentures, the trustee will send to DTC a notice containing (1)
such information as is contained in such notice received by the trustee, (2) a
statement that at the close of business on a specified record date DTC will be
entitled to instruct the trustee as to the consent, waiver or other action, if
any, pertaining to such Notes or Debentures, and (3) a statement as to the
manner in which such instructions may be given. In addition, the trustee will
forward to DTC or, based upon instructions received from DTC, to owners of
book-entry interests, all materials pertaining to any such solicitation,
request, offer or other action. Upon the written request of DTC, the trustee
shall endeavor insofar as practicable to take such action regarding the
requested consent, waiver, offer or other action in respect of such Notes or
Debentures in accordance with any instructions set forth in such request. DTC
may grant proxies or otherwise authorize their respective participants, or
persons owning book-entry interests through their respective participants, to
provide such instructions to the trustee so that it may exercise any rights of a
holder or take any other actions that a holder is entitled to take under the
indenture. The trustee will not exercise any discretion in the granting of
consents or waivers or the taking of any other action relating to the indenture.
REPORTS
The trustee will immediately send to DTC a copy of any notices, reports and
other communications received relating to Albertson's, the Notes, the Debentures
or the book-entry interests.
S-12
<PAGE> 13
SETTLEMENT
Any secondary market trading activity in the book-entry interests is
expected to occur through the participants of DTC, Euroclear and Clearstream
Luxembourg, and the securities custody accounts of investors will be credited
with their holdings against payment in same-day funds on the settlement date.
ISIN AND CUSIP NUMBERS
Listed below are the ISIN and CUSIP numbers of the Notes and Debentures.
<TABLE>
<CAPTION>
ISIN CUSIP
---- -----
<S> <C> <C>
2013 Notes......................................... US013104AK04 013104 AK 0
2031 Debentures.................................... US013104AL86 013104 AL 8
</TABLE>
S-13
<PAGE> 14
UNDERWRITING

Albertson's intends to offer the Notes and Debentures through the
underwriters. Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Goldman, Sachs & Co. are acting as representatives of the
underwriters named below. Subject to the terms and conditions contained in an
underwriting agreement and the related pricing agreement between Albertson's and
the underwriters, Albertson's has agreed to sell to the underwriters, and the
underwriters severally have agreed to purchase from Albertson's, the principal
amount of the Notes and Debentures listed opposite their names below.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
UNDERWRITER 2013 NOTES 2031 DEBENTURES
----------- ------------ ---------------
<S> <C> <C> <C>
Banc of America Securities LLC............................ $ 60,000,000 $120,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................. 60,000,000 120,000,000
Goldman, Sachs & Co....................................... 36,000,000 72,000,000
Banc One Capital Markets, Inc............................. 14,000,000 28,000,000
U.S. Bancorp Piper Jaffray Inc............................ 10,000,000 20,000,000
Wachovia Securities, Inc.................................. 8,000,000 16,000,000
First Union Securities, Inc............................... 6,000,000 12,000,000
The Williams Capital Group, L.P........................... 6,000,000 12,000,000
------------ ------------
Total........................................ $200,000,000 $400,000,000
============ ============
</TABLE>
The underwriters have agreed to purchase all of the Notes and Debentures
sold pursuant to the underwriting agreement if any of the Notes or Debentures
are purchased. If an underwriter defaults, the underwriting agreement provides
that the purchase commitments of the nondefaulting underwriters may be increased
or the underwriting agreement may be terminated.
Albertson's has agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the underwriters may be required to make in respect of those
liabilities.
The underwriters are offering the Notes and Debentures, subject to prior
sale, when, as and if issued to and accepted by them, subject to approval of
legal matters by their counsel, including the validity of the Notes and
Debentures, and other conditions contained in the underwriting agreement, such
as the receipt by the underwriters of officer's certificates and legal opinions.
The underwriters reserve the right to withdraw, cancel or modify offers to the
public and to reject orders in whole or in part.
COMMISSIONS AND DISCOUNTS
The underwriters have advised Albertson's that they propose initially to
offer the Notes and Debentures to the public at the public offering prices on
the cover page of this prospectus supplement and to dealers at those prices less
a concession not in excess of .4% and .45% of the principal amount of the 2013
Notes and the 2031 Debentures, respectively. The underwriters may allow, and the
dealers may reallow, a discount not in excess of .25% and .25% of the principal
amount of the 2013 Notes and the 2031 Debentures, respectively, to other
dealers. After the initial public offering, the public offering prices,
concessions and discounts may be changed.
The expenses of the offering, not including the underwriting discount, are
estimated to be $225,000 and are payable by Albertson's.
NEW ISSUE OF SECURITIES
The Notes and Debentures are new issues of securities with no established
trading market. Albertson's does not intend to apply for listing of the Notes or
Debentures on any national securities exchange or for quotation of the Notes or
Debentures on any automated dealer quotation system. Albertson's has been
advised
S-14
<PAGE> 15
by the underwriters that they presently intend to make a market in the Notes and
Debentures after completion of the offering. However, they are under no
obligation to do so and may discontinue any market-making activities at any time
without any notice. Albertson's cannot assure the liquidity of the trading
market for the Notes or Debentures or that an active public market for the Notes
or Debentures will develop. If an active public trading market for the Notes or
Debentures does not develop, the market prices and liquidity of the Notes or
Debentures may be adversely affected.
PRICE STABILIZATION AND SHORT POSITIONS
In connection with the offering, the underwriters are permitted to engage
in transactions that stabilize the market prices of the Notes and Debentures.
Such transactions consist of bids or purchases to peg, fix or maintain the
prices of the Notes and Debentures. If the underwriters create a short position
in the Notes or Debentures in connection with the offering, that is, if they
sell more Notes or Debentures than are on the cover page of this prospectus
supplement, the underwriters may reduce that short position by purchasing Notes
or Debentures in the open market. Purchases of a security to stabilize the price
or to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.

Neither Albertson's nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the prices of the Notes and Debentures. In addition,
neither Albertson's nor any of the underwriters makes any representation that
the underwriters will engage in these transactions or that these transactions,
once commenced, will not be discontinued without notice.
OTHER RELATIONSHIPS
Certain of the underwriters or their affiliates from time to time have
been, and continue to be, commercial lenders to Albertson's and have performed,
and continue to perform, various commercial banking and investment banking
services for Albertson's, for which they have received customary compensation.
In particular, as of the date of this prospectus supplement, affiliates of Banc
of America Securities LLC, Banc One Capital Markets, Inc., U.S. Bancorp Piper
Jaffray Inc., Wachovia Securities, Inc. and First Union Securities, Inc. are
serving as agent banks for Albertson's $1.65 billion revolving credit facility.
LEGAL MATTERS
Certain legal matters relating to the validity of the Notes and Debentures
will be passed upon for Albertson's by Skadden, Arps, Slate, Meagher & Flom LLP,
New York, New York and for the underwriters by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California.
EXPERTS
The consolidated financial statements of Albertson's and its consolidated
subsidiaries (except American Stores Company as of January 30, 1999 and the
period ended January 30, 1999) as of February 1, 2001 and February 3, 2000 and
for each of the three years in the period ended February 1, 2001, incorporated
by reference in this prospectus supplement from Albertson's Annual Report on
Form 10-K filed on April 19, 2001, have been audited by Deloitte & Touche LLP as
stated in their report, which is incorporated herein by reference. The
consolidated financial statements of American Stores Company and subsidiaries
(consolidated with those of Albertson's) not presented separately herein have
been audited by Ernst & Young LLP as stated in their report, which is
incorporated herein by reference. Such financial statements of Albertson's and
its consolidated subsidiaries are incorporated by reference herein in reliance
upon the respective reports of such firms upon their authority as experts in
accounting and auditing. Both of the foregoing firms are independent auditors.
S-15
<PAGE> 16
PROSPECTUS
$3,000,000,000
ALBERTSON'S, INC.
DEBT SECURITIES
--------------------------------------------------------------------------------
Albertson's, Inc. may sell Debt Securities to the public, from time to
time, in one or more offerings.
The total offering price of these securities, in the aggregate, will not
exceed $3.0 billion. Albertson's will provide the specific terms of any
securities it offers for sale in one or more supplements to this prospectus. You
should read this prospectus and the relevant prospectus supplement carefully
before you decide to invest in any of these securities.
--------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus or any accompanying prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
--------------------------------------------------------------------------------
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
The date of this prospectus is February 13, 2001.
<PAGE> 17
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About this Prospectus....................................... 3
Where You Can Find More Information......................... 3
Incorporation by Reference.................................. 3
Forward-Looking Statements.................................. 4
Albertson's, Inc. .......................................... 5
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of Debt Securities.............................. 6
Plan of Distribution........................................ 16
Legal Opinions.............................................. 17
Experts..................................................... 17
</TABLE>
2