-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UsKIPYAemg/Y5/PgfAlWPaPbGoJkmety9Gl8FyX41I8ZaZdT/yNgbL11ZHBRVAig bwJvEeYA+ZeEbwdA6g5dnQ== 0000910503-96-000001.txt : 19960116 0000910503-96-000001.hdr.sgml : 19960116 ACCESSION NUMBER: 0000910503-96-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960112 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTSONS INC /DE/ CENTRAL INDEX KEY: 0000003333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 820184434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10507 FILM NUMBER: 96503169 BUSINESS ADDRESS: STREET 1: 250 PARKCENTER BLVD STREET 2: P O BOX 20 CITY: BOISE STATE: ID ZIP: 83726 BUSINESS PHONE: 2083856200 MAIL ADDRESS: STREET 1: 250 PARKCENTER BLVD STREET 2: P O BOX 20 CITY: BOISE STATE: ID ZIP: 83726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTSON KATHRYN M & SCOTT JOSEPH B CENTRAL INDEX KEY: 0000910503 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 20 CITY: BOISE STATE: ID ZIP: 83726 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 Amendment No. Two ALBERTSON'S, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 013104-104 (CUSIP Number) Thomas J. Wilford 380 East Parkcenter Blvd., Suite 100 Boise, Idaho 83706 Telephone: (208) 342-2712 (Name, address and telephone number of person authorized to receive notices and communications) January 1, 1996 (Date of event which requires filing of this Statement) If filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] 1. Name of Reporting Person: Kathryn M. Albertson S.S. No. of Above Person: ###-##-#### 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship: United States Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,846,046* Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,846,046* Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,846,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [X] 13. Percent of Class Represented by Amount in Row 11: 10.62% 14. Type of Reporting Person: IN *Excludes 1,180,000 shares held by the J.A. & Kathryn Albertson Foundation, Inc. of which she is a director and officer and in which Kathryn M. Albertson disclaims any beneficial ownership. 1. Name of Reporting Person: Joseph B. Scott S.S. No. of Above Person: ###-##-#### 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship: United States Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,846,046* Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,846,046* Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,846,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [X] 13. Percent of Class Represented by Amount in Row 11: 10.62% 14. Type of Reporting Person: IN *Excludes 245,440 shares held in trust, of which Joseph B. Scott is not the trustee, for minor children of Joseph B. Scott and in which (as to 160,640 shares) he has an income interest but disclaims any beneficial ownership. Excludes 1,200 shares owned by his spouse in which beneficial ownership is disclaimed. Excludes 1,180,000 shares held by the J.A. & Kathryn Albertson Foundation, Inc. of which he is a director and officer and in which Joseph B. Scott disclaims any beneficial ownership. 1. Name of Reporting Person: Alscott Limited Partnership #1 Federal Tax ID#: 82-0482187 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Place of Organization: Texas Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,846,046 Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,846,046 Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,846,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13. Percent of Class Represented by Amount in Row 11: 10.62% 14. Type of Reporting Person: PN 1. Name of Reporting Person: Alscott, Inc. Federal Tax ID#: 82-0326454 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: N.A.; See Item 3. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Place of Organization: Idaho Number of 7. Sole Voting Power: 0 Shares 8. Shared Voting Power: 26,846,046 Beneficially Owned By 9. Sole Dispositive Power: 0 Each Reporting 10. Shared Dispositive Power 26,846,046 Person With: 11. Aggregate Amount Shared voting and shared dispositive Beneficially Owned power in 26,846,046 shares of common by Each Reporting stock. Person: 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13. Percent of Class Represented by Amount in Row 11: 10.62% 14. Type of Reporting Person: CO Item 1. Security and Issuer. The class of securities to which this statement relates is the common stock, par value $1.00 per share, (the "Stock") of Albertson's, Inc. (the "Issuer") with the address of 250 Parkcenter Blvd., Box 20, Boise, Idaho 83726. Item 2. Identity and Background. (a) Effective January 1, 1996, all of the assets of Alscott Limited Partnership #2, including the Stock held by the limited partnership, were transferred to Alscott Limited Partnership #1, a Texas limited partnership of which Alscott, Inc. (the "Corporation") is the managing general partner (the "Limited Partnership"), and Alscott Limited Partnership #2 has been liquidated and dissolved. (b) The principal business address and principal office address of the Limited Partnership, the Corporation and each of the Individuals is 380 East Parkcenter Blvd., Suite 100, Boise, Idaho 83706. (c) The principal business of the Limited Partnership and of the Corporation is investments. Kathryn M. Albertson's principal occupation is President of the Corporation. Joseph B. Scott's principal occupation is Vice President of the Corporation. Thomas J. Wilford's principal occupation is Treasurer and Secretary of the Corporation. (d) None of the Limited Partnership, the Corporation or the Individuals has, during the last five years, been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (e) None of the Limited Partnership, the Corporation or the Individuals has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating any activity subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Individuals is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. There was no source or amount of funds or other consideration. Item 4. Purpose of Transaction. The transactions took place in order to conduct the family business in a more efficient manner. Item 5. Interest in Securities of the Issuer. (a) The Limited Partnership holds 26,846,046 shares of Stock, which is 10.62% of the outstanding Stock based upon the number of shares outstanding on December 5, 1995 as set forth in the Report on Form 10-Q filed by the Issuer for the quarter ended November 2, 1995. (b) The managing general partner of the Limited Partnership is the Corporation and the controlling persons of the Corporation are Kathryn M. Albertson and Joseph B. Scott. Therefore, the Limited Partnership, the Corporation, Kathryn M. Albertson and Joseph B. Scott share voting power and dispositive power over the 26,846,046 Shares. (c) Since the filing of Amendment One to the Schedule 13D on August 11, 1995, Kathryn M. Albertson and Joseph B. Scott each exercised a stock option to purchase 2,000 shares of Stock pursuant to the Issuer's 1995 Stock Option Plan for Non-Employee Directors. The 4,000 shares were transferred to Alscott Limited Partnership #2. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Issuer and Alscott Limited Partnership No. 2 are parties to an agreement dated August 3, 1995 providing for the Issuer to purchase the shares of Stock owned by the Limited Partnership which were previously owned by Kathryn M. Albertson under certain circumstances as set forth in the agreement. While the agreement specifically applies to a successor in interest of Alscott Limited Partnership No. 2, it is anticipated that the agreement will be amended in the near future to formally substitute the Limited Partnership as a party. The Issuer, Alscott Limited Partnership No. 2 and Kathryn M. Albertson are parties to an agreement dated August 3, 1995 which provides for the relationship between the agreement referred to in the preceding paragraph and an agreement dated December 31, 1979 described in the Schedule 13D filed on August 11, 1993. While the agreement specifically applies to a successor in interest of Alscott Limited Partnership No. 2, it is anticipated that the agreement will be amended in the near future to formally substitute the Limited Partnership as a party. The Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors provides that each non-employee Director of the Issuer will be granted a nonqualified option to purchase 2,000 shares of Stock on the first business day after each annual stockholders' meeting of the Issuer for the term of the Plan. Item 7. Material to be Filed as Exhibits. None. After reasonable inquiry and to the best of our knowledge and belief, we certify the information set forth in this amendment is true, complete and correct. Date: January 11, 1996 Kathryn M. Albertson ______________________ Kathryn M. Albertson Joseph B. Scott ______________________ Joseph B. Scott Alscott Limited Partnership #1 By: Alscott, Inc. General Partner Thomas J. Wilford By:______________________ Thomas J. Wilford Treasurer and Secretary Alscott, Inc. Thomas J. Wilford By:______________________ Thomas J. Wilford Treasurer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----