-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QAPf2On9VYmMRxy43WMeDxRumGal1rYbYruewE+Gg9Zr0e1RC1shgHPlHGI9bvtt EIBqLzATNzKPtyGVDcshXA== 0000003333-95-000004.txt : 19950605 0000003333-95-000004.hdr.sgml : 19950605 ACCESSION NUMBER: 0000003333-95-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950602 EFFECTIVENESS DATE: 19950621 SROS: NYSE SROS: PSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59803 FILM NUMBER: 95544646 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 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1995 Registration No. 33-________________ ________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 _______________________ ALBERTSON'S, INC. (Exact name of issuer as specified in its charter) Delaware 82-0184434 (State of Incorporation) (I.R.S. Employer Identification No.) 250 Parkcenter Boulevard Boise, Idaho 83726 (Address including zip code of principal executive offices) ALBERTSON'S, INC. 1995 STOCK-BASED INCENTIVE PLAN AND ALBERTSON'S, INC. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the Plans) THOMAS R. SALDIN, Executive Vice President, Administration and General Counsel c/o Albertson's, Inc., 250 Parkcenter Boulevard, Boise, Idaho 83726 Name and Address of Agent for Service) (208)385-6200 (Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Offering Aggregate Amount of Securities Being Amount Being Price Per Offering Registration Registered Registered (1) Share Price Fee _________________ ______________ _________ _________ ____________ Common Stock, par value $1.00 per share (2) (3) 22,000 $27.875 $613,250 $211 Common Stock, par value $1.00 per share (4) (5) 10,000,000 $28.125 $281,250,000 $96,983 Common Stock, par value $1.00 per share (5) (6) 378,000 $28.125 $10,631,250 $3,666
(1) This Registration Statement also covers such additional number of shares of Common Stock as may be issuable by reason of the operation of the anti-dilution provisions of the Plans. (2) Issuable pursuant to currently outstanding stock options under the Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors. (3) Proposed offering prices are calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended. (4) Issuable pursuant to stock options and other stock-based incentives to be granted under the Albertson's, Inc. 1995 Stock-Based Incentive Plan. (5) Proposed offering prices are calculated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices, $28.375 and $27.875, respectively, reported for the Common Stock on the New York Stock Exchange for May 30, 1995. (6) Issuable pursuant to stock options to be granted under the Albertson's, Inc. 1995 Stock Option Plan for Non-Employee Directors. REGISTRATION STATEMENT ON FORM S-8 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Incorporated by reference in this Registration Statement are the following documents filed with the Securities and Exchange Commission (the "Commission"): (a) The Annual Report on Form 10-K for the fiscal year ended February 2, 1995 of Albertson's, Inc. (the "Company"); (b) The description of the Company's Common Stock contained its Registration Statement on Form 8-A, dated January 29, 1976, as amended by Amendment to Application or Report on Form 8 dated February 12, 1976 and the description of Common Stock purchase rights contained in its Registration Statement on Form 8-A, dated March 3, 1987. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the Common Stock covered by this Registration Statement has been passed on for the Company by Thomas R. Saldin, Executive Vice President, Administration and General Counsel for the Company. Mr. Saldin owns an aggregate of 31,600 shares of Common Stock and has an option under the 1986 Nonqualified Stock Option Plan to purchase 10,000 shares of Common Stock for $16.5625 per share (the fair market value on the date of grant), a fifth of which becomes exercisable on December 3, 1995 (and a fifth each December 3rd thereafter for four years); an option under the 1986 Nonqualified Stock Option Plan to purchase 20,000 shares of Common Stock for $24.3125 per share (the fair market value on the date of grant), a fifth of which becomes exercisable on November 30, 1997 (and a fifth each November 30th thereafter for four years); and an option under the 1986 Nonqualified Stock Option Plan to purchase 15,000 shares for $25.125 per share (the fair market value on the date of the grant), a fifth of which becomes exercisable on November 29, 1998 (and a fifth each November 29th thereafter for four years). Mr. Saldin is eligible to participate in the Stock-Based Incentive Plan. Item 6. Indemnification of Directors and Officers. The Company's By-Laws provide that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she was a director or officer of the Company (or was serving at the request of the Company as a director, officer, employee or agent for another entity) will be indemnified and held harmless by the Company, to the fullest extent authorized by the Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of, the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. The Company's Restated Certificate of Incorporation provides that, to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The Delaware General Corporation law permits Delaware corporations to include in their certificates of incorporation a provision eliminating or limiting director liability for monetary damages arising from breaches of fiduciary duty. The only limitations imposed under the statute are that the provision may not eliminate or limit a director's liability (i) for breaches of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or known violations of law, (iii) for the payment of unlawful dividends or unlawful stock purchases or redemptions or (iv) for transactions in which the director received an improper personal benefit. The Company is insured against liabilities that it may incur by reason of its indemnification of officers and directors in accordance with its By- Laws. In addition, directors and officers are insured, at the Company's expense, against certain liabilities which might arise out of their employment and not subject to indemnification under the By-Laws. The foregoing summaries are necessarily subject to the complete text of the statute, Restated Certificate of Incorporation, By-Laws and agreements referred to above and are qualified in their entirety by reference thereto. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description 4.1 Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended May 2, 1991. 4.2 By-Laws of the Company. Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended February 3, 1994. 4.3 Form of Specimen of Stock Certificate of the Company. Incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-3 (No. 2-79824) dated October 21, 1982. 4.4 Stockholder Rights Plan Agreement, dated as of March 2,1987. Incorporated by reference to Exhibit 2.1 of the Company's Registration Statement on Form 8-A filed with the Commission on March 3, 1987. 4.4.1 First Amendment to Stockholder Rights Plan Agreement dated August 31, 1987. Incorporated by reference to Exhibit 4.1.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended October 29, 1987. 4.4.2 Second Amendment to Stockholder Rights Plan Agreement dated November 28, 1988. Incorporated by reference to Exhibit 4.1.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended October 27, 1988. 4.4.3 Third Amendment to Stockholder Rights Plan Agreement dated September 6, 1989. Incorporated by reference to Exhibit 4.1.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 3, 1989. 4.4.4 Fourth Amendment to Stockholder Rights Plan Agreement dated September 6, 1994. Incorporated by reference to Exhibit 4.1.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 4, 1994. 4.5 Form of Right Certificate. Incorporated by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A filed with the Commission on March 3, 1987. 5.1 Opinion of Thomas R. Saldin. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Thomas R. Saldin (included in the opinion filed as Exhibit 5.1). 24.1 Power of Attorney of Gary G. Michael. 24.2 Power of Attorney of Kathryn Albertson. 24.3 Power of Attorney of A. Gary Ames. 24.4 Power of Attorney of Cecil D. Andrus. 24.5 Power of Attorney of Paul I. Corddry. 24.6 Power of Attorney of John B. Fery. 24.7 Power of Attorney of Clark A. Johnson. 24.8 Power of Attorney of Charles D. Lein. 24.9 Power of Attorney of Beatriz Rivera. 24.10 Power of Attorney of J. B. Scott. 24.11 Power of Attorney of Will M. Storey. 24.12 Power of Attorney of Steven D. Symms. Item 9. Undertakings. 1. The undersigned registrant hereby undertakes: (a) 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 (the "Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above shall 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 Securities Exchange of 1934 (the "Exchange Act") that are incorporated by reference in this Registration Statement. (b) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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. 2. The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Act, each filing of the registrant's Annual Report pursuant to Section 13(a) or Section 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. 3. Insofar as indemnification of liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission 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 its is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on this 31st day of May, 1995. ALBERTSON'S, INC. BY: A. Craig Olson A. Craig Olson Senior Vice President, Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date * Chairman of the Board, Chief May 31, 1995 Gary G. Michael Executive Officer and Director (Principal Executive Officer) --- Director ----- John B. Carley --- Director ----- Warren E. McCain A. Craig Olson Senior Vice President, Finance May 31, 1995 A. Craig Olson and Chief Financial Officer (Principal Financial Officer) Richard J. Navarro Vice President and Controller May 31, 1995 Richard J. Navarro (Principal Accounting Officer) * Director May 31, 1995 Kathryn Albertson * Director May 31, 1995 A. Gary Ames * Director May 31, 1995 Cecil D. Andrus * Director May 31, 1995 Paul I. Corddry * Director May 31, 1995 John B. Fery * Director May 31, 1995 Clark A. Johnson * Director May 31, 1995 Charles D. Lein * Director May 31, 1995 Beatriz Rivera * Director May 31, 1995 J. B. Scott * Director May 31, 1995 Will M. Storey * Director May 31, 1995 Steven D. Symms * By: A. Craig Olson A. Craig Olson Attorney-in-Fact May 31, 1995 EXHIBIT INDEX Exhibit No. Description Page 4.1 Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended May 2, 1991. 4.2 By-Laws of the Company. Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended February 3, 1994. 4.3 Form of Specimen of Stock Certificate of the Company. Incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-3 (No. 2-79824) dated October 21, 1982. 4.4 Stockholder Rights Plan Agreement, dated as of March 2, 1987. Incorporated by reference to Exhibit 2.1 of the Company's Registration Statement on Form 8-A filed with the Commission on March 3, 1987. 4.4.1 First Amendment to Stockholder Rights Plan Agreement dated August 31, 1987. Incorporated by reference to Exhibit 4.1.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended October 29, 1987. 4.4.2 Second Amendment to Stockholder Rights Plan Agreement dated November 28, 1988. Incorporated by reference to Exhibit 4.1.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended October 27, 1988. 4.4.3 Third Amendment to Stockholder Rights Plan Agreement dated September 6, 1989. Incorporated by reference to Exhibit 4.1.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 3, 1989. 4.4.4 Fourth Amendment to Stockholder Rights Plan Agreement dated September 6, 1994. Incorporated by reference to Exhibit 4.1.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended August 4, 1994. 4.5 Form of Right Certificate. Incorporated by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A filed with the Commission on March 3, 1987. 5.1 Opinion of Thomas R. Saldin. 11 23.1 Consent of Deloitte & Touche LLP. 13 23.2 Consent of Thomas R. Saldin (included in the opinion filed as Exhibit 5.1). 24.1 Power of Attorney of Gary G. Michael. 14 EXHIBIT INDEX (Continued) Exhibit No. Description Page 24.2 Power of Attorney of Kathryn Albertson. 15 24.3 Power of Attorney of A. Gary Ames. 16 24.4 Power of Attorney of Cecil D. Andrus. 17 24.5 Power of Attorney of Paul I. Corddry. 18 24.6 Power of Attorney of John B. Fery. 19 24.7 Power of Attorney of Clark A. Johnson. 20 24.8 Power of Attorney of Charles D. Lein. 21 24.9 Power of Attorney of Beatriz Rivera. 22 24.10 Power of Attorney of J. B. Scott. 23 24.11 Power of Attorney of Will M. Storey. 24 24.12 Power of Attorney of Steven D. Symms. 25 Page 11 of 25 S-8STRIP.DOC Page 1 of 25 Exhibit Index on Page 10 Page 10 of 25 EX-5 2 Exhibit 5.1 May 31, 1995 Albertson's, Inc. 250 Parkcenter Blvd. Boise, Idaho 83726 Re: Albertson's, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: I am Executive Vice President, Administration and General Counsel of Albertson's, Inc., a Delaware corporation (the "Company"). I have assisted in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") that the Company intends to file with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 10,000,000 shares (the "Shares") of common stock, par value $1.00 per share ("Common Stock"), of Albertson's, Inc. to be issued by the Company under the Albertson's, Inc. 1995 Stock-Based Incentive Plan and 400,000 shares (collectively with the 10,000,000 shares described above, the "Shares") of Common Stock to be issued by the Company under the Albertson's, Inc. 1995 Stock Option Plan for Non- Employee Directors (collectively, the "Plans"). In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Plans, (ii) the Restated Certificate of Incorporation of the Company and the By-Laws of the Company, (iii) copies of certain resolutions of the Board of Directors of the Company relating to, among other things, the Shares and the Plans, (iv) the form of specimen certificate representing the Common Stock and (v) such other documents, certificates and records as I have considered necessary or appropriate for purposes of this opinion. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein, I have relied upon oral or written statements and representations of officers and other representatives of the Company and others. I am admitted to the Bar in the State of Idaho and do not express any opinion as to the laws of any other jurisdiction, except the laws of the State of Delaware, the state of incorporation of the Company, and the laws of the United States of America. Based upon and subject to the foregoing, and assuming (i) the valid issuance of options and other stock-based incentives pursuant to the Plans and (ii) the conformity of the certificates representing the Shares to the form of the specimen thereof examined by me and the due execution and delivery of such certificates, I am of the opinion that the Shares, when issued upon exercise of options or other stock-based incentives in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, ALBERTSON'S, INC. Thomas R. Saldin Thomas R. Saldin Executive Vice President, Administration and General Counsel TRS:KOR/kk REGS-8.DOC EX-23 3 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Albertson's, Inc. on Form S-8 of our report dated March 22, 1995, incorporated by reference in the Annual Report on Form 10-K of Albertson's, Inc. for the year ended February 2, 1995. DELOITTE & TOUCHE LLP Deloitte & Touche LLP Boise, Idaho May 31, 1995 EX-24 4 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 19, 1995 GARY G. MICHAEL Gary G. Michael Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for her and in her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or her substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 22, 1995 KATHRYN ALBERTSON Kathryn Albertson Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 22, 1995 A. GARY AMES A. Gary Ames Exhibit 24.4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 22, 1995 CECIL D. ANDRUS Cecil D. Andrus Exhibit 24.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 22, 1995 PAUL I. CORDDRY Paul I. Corddry Exhibit 24.6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 21, 1995 JOHN B. FERY John B. Fery Exhibit 24.7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 19, 1995 CLARK A. JOHNSON Clark A. Johnson Exhibit 24.8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 19, 1995 CHARLES D. LEIN Charles D. Lein Exhibit 24.9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for her and in her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 19, 1995 BEATRIZ RIVERA Beatriz Rivera Exhibit 24.10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 23, 1995 J. B. SCOTT J. B. Scott Exhibit 24.11 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 22, 1995 WILL M. STOREY Will M. Storey Exhibit 24.12 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gary G. Michael, Thomas R. Saldin and A. Craig Olson, each with full power to act without the others as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of Albertson's, Inc. as Registrant, to register the stock to be issued in connection with the 1995 Stock-Based Incentive Plan and the 1995 Stock Option Plan for Non-Employee Directors and to be filed under the Securities Act of 1933, as amended, and any and all amendments thereto and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. May 19, 1995 STEVEN D. SYMMS Steven D. Symms -----END PRIVACY-ENHANCED MESSAGE-----