Albertsons 2006 Annual Report Download - page 83

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SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
rights, which expire on April 12, 2010, are exercisable only under certain conditions, and may be redeemed by
the Board of Directors for $0.01 per right. The plan contains a three-year independent director evaluation
provision whereby a committee of the company’s independent directors will review the plan at least once every
three years. The rights become exercisable, with certain exceptions, after a person or group acquires beneficial
ownership of 15 percent or more of the outstanding voting stock of the company.
SUBSEQUENT EVENTS
On March 13, 2006, the pre-merger waiting period for the Proposed Transaction with Albertson’s, Inc.
expired, indicating that the Federal Trade Commission (“FTC”) has completed the pre-merger review as required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. No divestiture of retail stores or other assets
was required and the FTC imposed no conditions or restrictions on the Proposed Transaction. On April 28, 2006,
the SEC declared effective the Form S-4 Joint Proxy Statement / Prospectus in connection with the Proposed
Transaction. The merger will be presented for SUPERVALU shareholder approval at a Special Meeting of
Stockholders, which is scheduled for May 30, 2006, at which SUPERVALU shareholders who held shares as of
the record date of April 21, 2006 will be entitled to vote. The Proposed Transaction also remains subject to the
satisfaction of customary closing conditions, including approval of the Proposed Transaction by Albertsons’
stockholders.
On April 13, 2006, the rating of the long-term unsecured debt of the company by Moody’s Investors Service
was changed from Baa3 to Ba3. As a result of this rating downgrade, the company’s zero-coupon convertible
debentures are now convertible into shares of the company’s common stock. Also as a result of this rating
downgrade, the company amended its annual accounts receivable securitization program on April 24, 2006 to
allow that the rating assigned to the company’s long-term unsecured debt by Standard & Poor’s rating service or
Moody’s rating service to be B+ or higher or B1 or higher, respectively. The amendment resulted in an increase
to the facility fees from 0.375 to 0.55 percent on the total amount of the facility. There were no borrowings
outstanding on this facility as of April 13, 2006.
SEGMENT INFORMATION
Refer to page F-7 for the company’s segment information.
F-38