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SUPERVALU INC Form 8-K: Current report, 2013

SUPERVALU INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2013-11-22: Form 8-K; Period of report 2013-11-19; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2013-10-22: Form 8-K; Period of report 2013-10-16; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2013-10-17: Form 8-K; Period of report 2013-10-17; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2013-09-06: Form 8-K; Period of report 2013-09-06; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-11-228-K2013-11-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (e) On November 19, 2013, the Board of Directors (the “Board”) of SUPERVALU INC.a13-24926_18k.htm
2013-10-228-K2013-10-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On October 16, 2013, the Board of Directors of SUPERVALU INC.a13-22589_18k.htm
2013-10-178-K2013-10-172.02 Results of Operations and Financial Condition2.02 On October 17, 2013, SUPERVALU INC.a50730121.htm
2013-09-068-K2013-09-067.01 Regulation FD Disclosure; 8.01 Other Events7.01 Exhibit 99.2 to this Current Report on Form 8-K provides supplemental consolidated segment information for quarterly and year-to-date periods of fiscal 2013 that reflects the recast segment presentation described in Item 8.01 hereof and is incorporated by reference in this Item 7.01.
8.01 On July 24, 2013, SUPERVALU INC.
d580854d8k.htm
2013-07-248-K2013-07-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Sherry M. Smith, the current Executive Vice President and Chief Financial Officer of SUPERVALU INC.a13-17090_18k.htm
2013-07-188-K2013-07-182.02 Results of Operations and Financial Condition2.02 On July 18, 2013, SUPERVALU INC.a50672020.htm
2013-07-188-K2013-07-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 (d) On July 16, 2013, the Board of Directors of SUPERVALU INC.
5.07 On July 16, 2013, the Company held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”).
a13-16802_18k.htm
2013-06-038-K2013-05-318.01 Other Events8.01 On May 31, 2013, SUPERVALU INC. issued a News Release announcing the expiration of its previously announced modified “Dutch Auction” tender offer to purchase up to $372,018,000 aggregate principal amount of its 8.000% Senior Notes due 2016.a13-14162_18k.htm
2013-05-298-K2013-05-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) The employment of J. Andrew Herring, Executive Vice President Real Estate, Market Development and Legal of SUPERVALU INC. terminated on May 28, 2013.a13-13565_18k.htm
2013-05-228-K2013-05-161.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
a13-13018_18k.htm
2013-05-218-K2013-05-161.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
8.01 On May 16, 2013, the Company issued a News Release announcing the early tender results of its offer to purchase for cash an aggregate principal amount of up to $300 million of its 8.000 percent Senior Notes due May 1, 2016 (the “2016 Notes”) which was commenced on May 2, 2013 (the “Offer”).
a13-12519_28k.htm
2013-05-088-K2013-05-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On May 7, 2013, Sherry M. Smith, the Executive Vice President and Chief Financial Officer of SUPERVALU INC.a13-11738_18k.htm
2013-05-038-K2013-05-021.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On May 2, 2013, the Company issued a News Release announcing the commencement of an offer to purchase for cash an aggregate principal amount of up to $300 million of its outstanding 8.000 percent Senior Notes due May 1, 2016.
a13-11506_18k.htm
2013-05-018-K2013-04-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.02 (d) On April 25, 2013, the Board of Directors of SUPERVALU INC.
5.03 · Section 3.02 was amended to reduce the maximum number of directors from 15 to 11.
a13-11294_18k.htm
2013-04-258-K2013-04-242.02 Results of Operations and Financial Condition2.02 On April 24, 2013, SUPERVALU INC.a50616796.htm
2013-03-268-K2013-03-201.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.05 Costs Associated with Exit or Disposal Activities; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
1.02 On March 21, 2013, the Company repaid its existing $850 million term loan agreement, the Term Loan Credit Agreement, dated August 30, 2012, among SUPERVALU, as Borrower, the subsidiaries of the Company named as guarantors therein, the Lenders parties thereto, Credit Suisse AG, as Administrative Agent and Collateral Agent, Credit Suisse Securities (USA) LLC and Barclays Bank PLC, as Joint Bookrunners and Joint Lead Arrangers, Barclays Bank PLC, as Syndication Agent, and Wells Fargo Bank, National Association, as Documentation Agent.
2.01 As previously disclosed, on January 10, 2013, SUPERVALU, New Albertson’s, Inc., an Ohio corporation and a direct wholly owned subsidiary of SUPERVALU (“NAI”), and AB Acquisition LLC, a Delaware limited liability corporation (“AB Acquisition” or the “Buyer”), an affiliate of a Cerberus Capital Management, L.P. (“Cerberus”)-led consortium which also includes Kimco Realty, Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group, entered into a Stock Purchase Agreement (as it may be amended or supplemented from time to time, the “Stock Purchase Agreement”), which provides for, among other things, the sale of NAI to AB Acquisition.
2.03 The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
2.05 On March 26, 2013, SUPERVALU INC. issued a press release announcing that its plans to reduce its national workforce by an estimated 1,100 positions.
3.02 As previously disclosed, concurrently with the execution of the Stock Purchase Agreement, the Company entered into a Tender Offer Agreement, dated January 10, 2013 (as it may be amended or supplemented from time to time, the “Tender Offer Agreement”), with Symphony Investors LLC, a Delaware limited liability company (“Symphony” or “Offeror”), an affiliate of a Cerberus-led consortium, and Cerberus.
5.02 (b)(c) On March 20, 2013, pursuant to the Tender Offer Agreement, each of Ronald Daly, Susan Engel, Edwin “Skip” Gage, Steven Rogers and Kathi Seifert resigned from SUPERVALU’s Board of Directors, effective as of the consummation of the Offer.
5.03 On March 20, 2013, Section 3.02(a) of the Restated Bylaws of SUPERVALU was amended to decrease the minimum number of directors who may serve on the Board from ten to the minimum number of directors permitted by the Delaware General Corporation Law.
a13-8825_18k.htm
2013-03-218-K2013-03-218.01 Other Events8.01 On March 21, 2013, SUPERVALU INC.projectsymphony-form8kclosin.htm
2013-03-048-K2013-03-048.01 Other Events8.01 On March 4, 2013, SUPERVALU INC. issued a News Release announcing changes to its executive and banner retail leadership teams.a13-6677_28k.htm
2013-02-048-K2012-02-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Appointment of Sam Duncan as President and Chief Executive Officer; Appointment of Wayne Sales as Executive Chairman.svu8k1.htm
2013-01-288-K2013-01-287.01 Regulation FD Disclosure7.01 On January 29, 2013, SUPERVALU INC.a13-3559_38k.htm
2013-01-148-K2013-01-091.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 (e) On January 10, 2013, the Company entered into a letter agreement with Mr. Sam Duncan regarding the terms of his employment as President and Chief Executive Officer of the Company (the “Letter Agreement”) as contemplated by the Tender Offer Agreement described in Item 1.01 of this Form 8-K. The Letter Agreement will become effective coincident with, and is contingent on, the earlier of the closing of the Tender Offer or the Issuance (each as defined in Item 1.01 of this Form 8-K) (the “Commencement Date”) and has a three-year term ending on the third anniversary of the Commencement Date (the “Term”).
a13-2673_18k.htm
2013-01-108-K2013-01-102.02 Results of Operations and Financial Condition2.02 On January 10, 2013, SUPERVALU INC.a50527218.htm