American Stores Co. and Albertsons Inc. have had their federally mandated waiting period extended by 20 days, top American Stores executives will get $30 million in severance payments, and dates have been set for meetings with shareholders of the two companies to discuss their pending merger.
The extension of the Hart-Scott-Rodino waiting period was granted because the Federal Trade Commission has requested additional information on the proposed merger. Boise-based Albertsons said the FTC request relates to the pre-merger notification and report forms the companies have filed with the commission."Albertsons and American Stores are taking all steps necessary to provide the information requested in a timely manner," said Albertsons in a release that did not disclose the nature of the information requested.
The mega-merger is believed to be getting sharp scrutiny from the FTC relating to antitrust provisions of federal law. Neither Albertsons nor American Stores will comment on the progress of the merger because they are in the "quiet period" mandated by law.
Albertsons agreed to acquire Salt Lake-based American Stores on Aug. 3 in a deal valued at $11.7 billion. At the time, the two chains said they expected that antitrust would be an issue but that it would not be a deal-killer.
In other action related to the merger, a proxy statement filed with the Securities and Exchange Commission as part of the merger indicates Albertsons will pay some $30 million in severance payments to 13 American Stores executives, of which about half will go to Victor L. Lund, American's chairman and CEO.
The filing says Lund will get $10.7 million for the value of his retirement plan, plus a $4.3 million payment equal to his corporate bonuses and three times his annual base salary. He has agreed to serve the combined company as vice chairman for three years after the deal closes. Albertsons chairman Gary Michael will remain chief executive officer.
The statement says Lund will provide consulting services of up to 1,000 hours to Albertsons for a fee of $850,000 and he and his wife will get lifetime health coverage benefits with additional cash payments if necessary to cover any taxes on the benefits.
In lieu of office space, Albertsons will pay Lund $39,000 a year, adjusted for inflation, and provide secretarial services until Oct. 31, 2012.
The dozen other executives will get payments totaling $15.3 million and benefits. When the merger is completed, all of Albertsons employee stock options will become immediately exercisable. Some otherwise would not have been available until 2007.
Stock options enable executives to buy their company's stock at a fixed price - typically the market price of the stock on the day the option is granted - at some future date. The goal is to link executive pay with the company's performance.
Stock prices for both Albertsons and American Stores have risen substantially since the acquisition was announced Aug. 3, even as the rest of the market has struggled.
Meanwhile Friday, the two companies set dates and times for their special meeting of shareholders to discuss the merger.
Albertsons' meeting will be Nov. 12, 10 a.m. MST, in the Cascade Room of the Holiday Inn at 3300 S. Vista Ave., Boise.
American Stores' meeting will be Nov. 12, 8 a.m. PST, at the Hyatt Westlake Plaza, 880 S. Westlake Blvd., Westlake Village, Calif.
Proxy materials are expected to be mailed to shareholders next week.