Pittsburgh Profit Sharing and Supervalu 401K Plans
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2002
Registration No.               
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
 
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
 
Delaware
   
41-0617000
(State of Incorporation)
   
(I.R.S. Employer Identification No.)
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices)
   
55344
(Zip Code)
 
PITTSBURGH DIVISION PROFIT SHARING PLAN, AS AMENDED
(Full title of the plan)
 
SUPERVALU RETAIL EMPLOYEES’ 401(K) PLAN, AS AMENDED
(Full title of the plan)
(successor by merger to the Cub Foods Retail Clerks 401(K) Plan and the SUPERVALU Retail Operations Profit Sharing
and Super Saver Plan)
 
SUPERVALU WHOLESALE EMPLOYEES’ 401(K) PLAN, AS AMENDED
(Full title of the plan)
(successor by merger to the Wetterau Incorporated Moneybuilder Plan and Trust For Collective Bargaining Employees and the SUPERVALU Pittsburgh Division Union 401(k) Plan For Local 30 Collective Bargaining Associates)
 
Warren E. Simpson
Senior Corporate Counsel and Assistant Secretary
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
 
(952) 828-4000
(Telephone number, including area code, of agent for service)
 
CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered
  
Amount to be
Registered (1)
   
Proposed maximum offering price per share (2)
   
Proposed maximum aggregate offering price (2)
     
Amount of registration fee
Common Stock ($1.00 par value)
  
316,000 shares
   
$16.775
   
$5,300,900
     
$488
 
(1)
 
The number of shares being registered for each plan is as follows: 209,000 shares for the Pittsburgh Division Profit Sharing Plan; 70,000 shares for the SUPERVALU Retail Employees’ 401(k) Plan; and 37,000 shares for the SUPERVALU Wholesale Employees’ 401(k) Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans named herein.
(2)
 
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c), based upon the average of the high and low prices of the registrant’s Common Stock as reported on the Consolidated Transaction Reporting System of the New York Stock Exchange on October 25, 2002.
 

PITTSBURGH DIVISION PROFIT SHARING PLAN; SUPERVALU RETAIL EMPLOYEES’ 401(K) PLAN; and SUPERVALU WHOLESALE EMPLOYEES’ 401(K) PLAN
 
The contents of the registration statement on Form S-8 bearing registration number 333-72851, are incorporated herein by reference.

2

SIGNATURES
 
The Registrant.    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on October 31, 2002.
 
   
SUPERVALU INC.
(Registrant)
       
By
  
/s/    JEFFREY NODDLE
           
Jeffrey Noddle
President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
Signature
   
Title
  
Date
/s/    JEFFREY NODDLE
Jeffrey Noddle
   
Chairman, President and Chief Executive Officer (principal executive officer); Director
  
October 31, 2002
/s/    PAMELA K. KNOUS
Pamela K. Knous
   
Executive Vice President, Chief Financial Officer (principal financial and accounting officer)
  
October 31, 2002
/s/    LAWRENCE A. DEL SANTO*
Lawrence A. Del Santo
   
Director
    
/s/    SUSAN E. ENGEL*
Susan E. Engel
   
Director
    
/s/    EDWIN C. GAGE*
Edwin C. Gage*
   
Director
    
/s/    WILLIAM A. HODDER*
William A. Hodder
   
Director
    
/s/    GARNETT L. KEITH, JR.*
Garnett L. Keith, Jr.
   
Director
    

3

 
Signature
   
Title
  
Date
/s/ RICHARD L. KNOWLTON*
Richard L. Knowlton
   
Director
    
/s/ CHARLES M. LILLIS*
Charles M. Lillis
   
Director
    
/s/ HARRIET PERLMUTTER*
Harriet Perlmutter
   
Director
    
/s/ STEVEN S. ROGERS*
Steven S. Rogers*
   
Director
    
 
*
 
Executed this 31st day of October, 2002, on behalf of the indicated Directors by Warren E. Simpson, duly appointed Attorney-in-Fact
 
By:
  
/s/    WARREN E. SIMPSON
   
Warren E. Simpson
Attorney-in-Fact
 
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plans) have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on October 31, 2002.
 
   
PITTSBURGH DIVISION PROFIT SHARING PLAN, AS AMENDED
       
By:
  
SUPERVALU INC.,
the Plan Administrator
       
By:
  
/s/    RONALD C. TORTELLI
           
Ronald C. Tortelli
Senior Vice President, Human Resources
 
 
   
SUPERVALU RETAIL EMPLOYEES’ 401(K) PLAN, AS AMENDED
       
By:
  
SUPERVALU INC.,
the Plan Administrator
       
By:
  
/s/    RONALD C. TORTELLI
           
Ronald C. Tortelli
Senior Vice President, Human Resources

4

 
   
SUPERVALU WHOLESALE EMPLOYEES’ 401(K) PLAN, AS AMENDED
       
By:
  
SUPERVALU INC.,
the Plan Administrator
       
By:
  
/s/    RONALD C. TORTELLI
           
Ronald C. Tortelli
Senior Vice President, Human Resources
 

5

INDEX TO EXHIBITS
 
Exhibit No.
        
Page No.
  4.1
   
Restated Certificate of Incorporation of SUPERVALU INC. (Incorporated by reference to Exhibit (3)(1) to SUPERVALU’s Quarterly Report on Form 10-Q for the period ended June 15, 2002)
     
  4.2
   
Restated Bylaws of SUPERVALU INC. (Incorporated by reference to Exhibit (3) to SUPERVALU’s Quarterly Report for the quarterly period (12 weeks) ended September 12, 1998)
     
5     
   
Opinion and consent of Warren E. Simpson, Esq.
   
i
23.1
   
Consent of KPMG LLP
   
ii
23.2
   
Consent of Warren E. Simpson, Esq. (Included in Exhibit 5)
     
24   
   
Powers of Attorney
   
iii-iv