<SUBMISSION>
<ACCESSION-NUMBER>0000950152-06-000433
<TYPE>425
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20060124
<DATE-OF-FILING-DATE-CHANGE>20060124
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ALBERTSONS INC /DE/
<CIK>0000003333
<ASSIGNED-SIC>5411
<IRS-NUMBER>820184434
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>425
<ACT>34
<FILE-NUMBER>001-06187
<FILM-NUMBER>06547103
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>250 PARKCENTER BLVD
<STREET2>P O BOX 20
<CITY>BOISE
<STATE>ID
<ZIP>83726
<PHONE>2083956200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>250 PARKCENTER BLVD
<STREET2>P O BOX 20
<CITY>BOISE
<STATE>ID
<ZIP>83726
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<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0131
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<FILING-VALUES>
<FORM-TYPE>425
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<BUSINESS-ADDRESS>
<STREET1>250 PARKCENTER BLVD
<STREET2>P O BOX 20
<CITY>BOISE
<STATE>ID
<ZIP>83726
<PHONE>2083956200
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<STREET2>P O BOX 20
<CITY>BOISE
<STATE>ID
<ZIP>83726
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<DOCUMENT>
<TYPE>425
<SEQUENCE>1
<FILENAME>l18127ae425.htm
<DESCRIPTION>ALBERTSON'S, INC.   425
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Filed by Albertson&#146;s, Inc.<BR>
Commission File No.&nbsp;1-6187<BR>
Pursuant to Rule&nbsp;425 under the Securities Act of 1933<BR>
and deemed filed pursuant to Rule&nbsp;14a-12<BR>
under the Securities Exchange Act of 1934<BR>
Subject Company: Albertson&#146;s, Inc.<BR>
Commission File No.&nbsp;1-6187
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Responses by Lawrence R. Johnston to question from the Idaho Statesman</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>1. How many corporate employees will remain working in Boise? We want a specific number, if
possible.</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">SUPERVALU has said that they are committed to maintaining an important presence here in Boise,
and they look forward to leveraging the strong managerial talent and the highly skilled employee
base that exists here. CERBERUS has also indicated that their headquarters operations will be
based in Boise. I am very pleased and believe that this is positive news for the Boise community.
Employment levels will be determined by SUPERVALU and CERBERUS after the transaction closes.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2. What is the next step for you personally? Will you stay on with the new company? What
compensation did you get through this deal?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">As you are aware, this deal is not expected to close until mid-2006. Until then, our teams will
stay focused and I will continue to run the company. We have promised SUPERVALU, CERBERUS and
CVS that we will work hard to ensure a smooth transition.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">As far as executive compensation is concerned, our company policy is not to comment on anyone&#146;s
personal compensation including mine so I will honor that policy. Each year my total compensation
is laid out clearly in our Proxy Report to shareowners.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>3. Will the Albertsons name remain on any of the stores around the country?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">SUPERVALU and Cerberus have both indicated that they intend to preserve the powerful brand names of
this great company. It is our understanding that the Albertsons brand will remain intact.
SUPERVALU and CERBERUS should be able to provide you with a little more information on their
specific plans.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>4. This same buyout group reportedly bid on Albertsons in December. How is this deal better than
the previous bid?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">While we cannot discuss the details of the proposal, I will reiterate what we said in December,
which was that we did not receive an offer that we could accept.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">We believed that the new offer was acceptable and in the best interests of our shareholders.
Consequently our Board unanimously approved the transaction last evening.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>5. Why did you announce in December that the company was no longer for sale?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">We announced just before Christmas that the Board had rejected an offer from this same consortium
for the sale of the company because it was an offer that we could not accept. At that time we
announced that we would no longer be focusing on the sale of the entire company, and that was our
intent.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">However, the consortium re-grouped and presented us with a new revised offer last week. It is the
fiduciary responsibility of our Board of Directors and of all public company boards to
seriously consider these kinds of offers and then make decisions that are in the best interests of
shareowners. It is for this reason that the Board voted to accept the offer for the sale of the
entire company.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>6. Why is this a good deal in the long-term for Albertsons shareholders and SuperValu investors?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">This transaction will bring a substantial cash payment to our shareholders. In addition, it also
enables our shareowners to benefit from continuing ownership interest in a powerful new retail
food and drug company with exciting growth prospects.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>7. The statements released today said Albertsons shareholders should get about $26.29 a share
through this deal. Is that subject to change based on the market price of SuperValu&#146;s and
Albertsons&#146; shares?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">Both the cash portion of the purchase price and the ratio of the SUPERVALU stock that Albertsons
shareholders will receive is fixed. This means that the actual purchase price could fluctuate if
the market value of SUPERVALU shares change. For example, if SUPERVALU shares are higher in value
when the transaction closes, then Albertsons shareholders would receive a greater purchase price.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>8. Who were some of the other bidders for Albertsons and what amounts did they bid?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">We conducted an open auction but signed strict confidentiality agreements with all parties involved.
In the end we approved an offer that we believed to be in the best interests of the company
and the shareholders. Beyond this, we will not comment any further on specifics of the process.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>9. How do you feel about the sale of the company?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">I honestly feel that this agreement marks the beginning of an exciting new chapter in this great
company&#146;s future.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">1) By joining CVS our Drug team becomes part of a much larger drugstore/pharmacy company and a
leader in the industry with over 5,400 pharmacies across America. This environment of increased
buying power and a powerful nationwide pharmacy network creates a much more strategic and durable
competitor than the smaller drugstore business we were operating in limited geographies.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">2) By joining CERBERUS, our 655 underperforming Albertsons stores in Florida, Texas, Oklahoma,
Colorado, Arizona, New Mexico and Northern California become part of a company that is known for
and is focused on specifically turning around underperforming assets.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">3) Finally, by joining the Supervalu team, our remaining assets under the Acme, Bristol Farms,
Shaws, Star Market, Jewel-Osco and Albertsons banners will become a part of a national retail
grocery, pharmacy and distribution powerhouse... part of what will become the nation&#146;s 2nd
largest traditional grocery network of 2,600-plus food stores in 48 states and the District of
Columbia. This new company combines powerful brands, leadership positions in key markets,
strong supply chain expertise, highly competitive format differentiation across consumer segments
and the ability to further leverage size and scale on a national basis. We strongly believe this
new opportunity will result in a bright future for Albertsons, and will help build on this chain&#146;s
great legacy for years to come.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>10. How would you characterize your tenure as Albertsons&#146; leader? Any regrets?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">No, I have really enjoyed my time at Albertsons. In late 2000 with our stock price down near $20.00
the Board announced the decision to look outside the company for a new management team. When we
arrived in 2001 we found a large company reeling from a strained merger and in serious trouble. Our
initial task was enormous, especially in a company of this size and magnitude. Over the past
several years our team has executed the largest restructuring in the history of our industry by
closing or selling over 600 underperforming stores that lost money, consolidating divisions from 20
to 7, re-engineering our technology infrastructure, eliminating redundant layers of management,
removing over $1&nbsp;billion in cost from the system and consummating the acquisition of Shaws in New
England.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">During that same period of time I am very proud that our team also was able to do something that no
one expected when we arrived to begin the restructuring. During the most recent three fiscals years
that the new leadership team has been in place (FY 2002, 2003, 2004) Albertsons outperformed our
largest traditional grocery competitors in several key operating measurements, including cumulative
earnings, sales and free cash flow. That was an incredible performance by the team.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">From the beginning, the objective of our leadership team has been to stabilize the company and
demonstrate operational excellence while increasing shareholder value for the company&#146;s large and
complex portfolio of retail assets. I am very proud of what we accomplished, and I believe that
with this transaction and this combination with Supervalu, the best is truly yet to come.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>11. In your mind, what would Joe Albertson think of the deal announced today?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">There is no question that Albertsons has a long, rich history of providing customers with the
products they are looking for in a friendly and inviting shopping environment. It is a tradition
that dates back to 1939, with the opening of Joe Albertson&#146;s first store here in Boise.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">We strongly believe that although this new opportunity is a big change for everyone in the company
that it will result in a stronger and brighter future for Albertsons shareowners, associates and
customers. No one has ever been more successful in this industry than Joe Albertson was. He
navigated the waters of change head on doing what he believed was right when many doubted him. His
results and legacy are undeniable. I believe Joe would be proud of how this management team and our
240,000 associates have faced the challenges and changes of a brutally competitive 21st century
industry and repositioned each major part of the company with new owners for future success.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>12. What is your assessment of morale at corporate headquarters? How did you tell workers about the
sale and what did you tell them about the status of their jobs?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">There is always anxiety when there is change in any organization, but I think most people across
the company are energized by today&#146;s announcement for the reasons I just mentioned. Joining the
Supervalu team opens up a tremendous opportunity to become part of strong new company with more
than 2,600 stores in 48 states plus the District of Columbia, generating approximately $44&nbsp;billion
in annual revenues, making it the second largest supermarket company in America, and bigger than
Albertsons is today. By combining the experience that exists on this team with Supervalu to create
a powerful new company, we will be poised to effectively compete in today&#146;s competitive
marketplace and position ourselves to win. The announcement today that CERBERUS will locate
headquarters operations here for the $10&nbsp;billion business they are acquiring is also an exciting
development.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">All associates were made aware of the agreement at 4am MST this morning via email, at the
same time we made the public announcement. I also addressed all 240,000 associates nationwide
beginning this morning via a companywide satellite TV broadcast. I then co-hosted conference
calls with Jeff Noddle of SUPERVALU, Tom Ryan of CVS and Howard Cohen of Cerberus who spoke
directly with our leadership teams across the company to provide a little more insight into
their plans going forward. We will continue to communicate to all of our associates and will be
providing information regularly as it becomes available.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13</B>. <B>Was there any clause in the sales agreement to protect a certain number of Albertsons
employees? If so, could you describe the terms and how long SuperValu is required to hold onto
those employees?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">I am sorry, but our confidentiality agreements with buyers restrict me from discussing the
specifics of the agreement.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>14. Have you talked to any local or state officials about the sale of Albertsons? Do you plan to
talk to local and state officials? If so, what will you tell them?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">Yes, we have talked with many public officials here in Idaho and across the country and will
continue to reach out for them throughout the week. We told them why this a great deal for
Albertsons shareholders, customers, and associates, as well as the community here in Boise and the
other communities where we have distribution centers, stores and offices.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>15. What will happen to the sponsorship of the Boise Open?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">Albertsons and SUPERVALU have similar cultures and values... including the same commitment to the
communities we serve, which means we expect to continue our traditions in corporate philanthropy
here in Boise and throughout the country.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">The Boise Open is a fantastic community event that has raised millions for local charities. I have
already committed to sponsor the 2006 Boise Open. It would be too soon to commit to
sponsorships for future years.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>16. What will happen to Albertsons stores acquired by Cerberus, Kimco and other private investment
firms? Will those be closed and sold for the real estate value?</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">Only the team at Cerberus could provide that information for you. But I would like to give you a
little background on their company.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">Cerberus Capital Management, along with its affiliated entities, manage funds and accounts with
capital in excess of $16&nbsp;billion. Cerberus is actually larger than Cisco, Coke and McDonalds.
They own companies with over $30&nbsp;billion in annual sales and they have an outstanding track
record of turning around under-performing assets. They typically look for assets that they can
acquire and grow. Some of their acquisitions have been Fila Sportswear as well as National and
Alamo car rental companies.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B><I>CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF &#147;SAFE HARBOR&#148;
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995</I></B><BR>
<I>Except for the historical and factual information contained herein, the matters set forth in this
filing, including statements as to the expected benefits of the acquisition such as efficiencies,
cost savings, market profile and financial strength, and the competitive ability and position of
the combined company, and other statements identified by words such as &#147;estimates,&#148; &#147;expects,&#148;
&#147;projects,&#148; &#147;plans,&#148; and similar expressions are forward-looking statements within the meaning
of the &#147;safe harbor&#148; provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties that may cause actual results to
differ materially, including required approvals by Albertson&#146;s and SUPERVALU shareholders and
regulatory agencies, the possibility that the anticipated benefits from the acquisition cannot be
fully realized or may take longer to realize than expected, the possibility that costs or
difficulties related to the integration of Albertson&#146;s operations into SUPERVALU will be greater
than expected, the impact of competition and other risk factors relating to our industry as
detailed from time to time in each of SUPERVALU&#146;s and Albertson&#146;s reports filed with the SEC. You
should not place undue reliance on these forward-looking statements, which speak only as of the
date of this press release. Unless legally required, Albertson&#146;s undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events or
otherwise.</I></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B><I>ADDITIONAL INFORMATION</I></B><BR>
<I>SUPERVALU and Albertsons will file a joint proxy statement/prospectus with the Securities and
Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the
joint proxy statement/prospectus, as well as other filings containing information about SUPERVALU
and Albertson&#146;s, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of
the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by
reference in the joint proxy statement/prospectus can also be obtained, free of charge, by
directing a request to SUPERVALU INC., 11840 Valley View Road, Eden Prairie, Minnesota, 55344,
Attention: Corporate Secretary, or to Albertson&#146;s, Inc., 250 East Parkcenter Boulevard, Boise,
Idaho, 83706-3940, Attention: Corporate Secretary. The respective directors and executive officers
of SUPERVALU and Albertson&#146;s and other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding SUPERVALU&#146;s directors and
executive officers is available in its proxy statement filed with the SEC by SUPERVALU on May&nbsp;12,
2005, and information regarding Albertson&#146;s directors and executive officers is available in its
proxy statement filed with the SEC by Albertson&#146;s on May&nbsp;6, 2005. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.</I></DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><I>Investors should read the joint proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions.</I></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><I>This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.</I></DIV>



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