UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)
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SUPERVALU INC.
(Name of Subject Company)

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SUPERVALU INC.
(Name of Person Filing Statement)

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Common Stock, par value $0.01 per share
(Title of Class of Securities)

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868536103
(CUSIP Number of Class of Securities)

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Todd N. Sheldon

Senior Vice President & General Counsel

SUPERVALU INC.
7075 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Telephone: (952) 828-4000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)  

Copies to:
David M. Silk, Esq.
Igor Kirman, Esq.

DongJu Song, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the United States Securities and Exchange Commission (the “SEC”) on January 25, 2013 (the “Schedule 14D-9”), by SUPERVALU INC. (the “Company”), relating to the tender offer by Symphony Investors LLC (“Purchaser”), a newly formed Delaware limited liability company, to purchase up to 30% of the outstanding shares (the “Shares”) of common stock of the Company, par value $0.01 per Share, at a price of $4.00 per Share, net to the seller in cash, without interest, subject to any applicable withholding tax (the “Offer Price”).  The managing member of Purchaser is Cerberus Capital Management, L.P.  If the Offer is completed, Purchaser shall pay the Offer Price, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 25, 2013 (together with any amendments or supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) contained in the Schedule TO filed by Purchaser with the SEC on January 25, 2013 (as subsequently amended, the “Schedule TO”).  The Offer to Purchase and the Letter of Transmittal together constitute the “Offer.”  Copies of the Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.  Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

All information in the Schedule 14D-9 is incorporated into this Amendment No. 2 by reference, except that such information is hereby amended to the extent specifically provided herein.

This Amendment No. 2 is being filed to reflect certain updates as reflected below.

Item 3.               Past Contacts, Transactions, Negotiations and Agreements

On February 3, 2013, SUPERVALU INC. (the “Company”) entered into letter agreements with each of Sam K. Duncan and Wayne C. Sales in connection with the appointment of Mr. Duncan as President and Chief Executive Officer of the Company and Mr. Sales ceasing to serve as President and Chief Executive Officer of the Company, but continuing as Executive Chairman of the Company, that amend the existing letter agreements that each have with the Company that were described in the Schedule 14D-9. 

Mr. Duncan’s amendment to his letter agreement clarifies that his Commencement Date (for purposes of his letter agreement) will be February 4, 2013, rather than upon the closing of the transactions contemplated by the TOA.  The amendment to his letter agreement also clarifies that Mr. Duncan’s duties as President and Chief Executive Officer of the Company will not include supervising and being responsible for the consummation of the transactions described in (x) the Stock Purchase Agreement by and among AB Acquisition LLC, the Company and New Albertson’s, Inc., dated as of January 10, 2013 (the “SPA”) and (y) the TOA.  The compensation arrangements for Mr. Duncan set forth in his letter agreement will remain the same (other than the timing of the initial equity grant of stock options to acquire 1,500,000 shares of Company common stock (the “Initial Option Grant”), which will occur as soon as practicable following the new Commencement Date).  As provided in his letter agreement, the Initial Option Grant will vest in three equal installments on each of the first three anniversaries of the date of grant, subject to his continued employment with the Company through the applicable vesting date, with accelerated vesting if the per share price of the Company common stock exceeds two times the per share exercise price of the Initial Option Grant for 20 consecutive trading days (and Mr. Duncan remains employed through the date of such vesting).

The letter agreement with Mr. Sales was amended to provide that all references to “President and Chief Executive Officer” in his letter agreement be replaced with “Executive Chairman” and provides that Mr. Sales will continue to supervise and be responsible for the consummation of the transactions described in the SPA and the TOA. 

Item 8.               Additional Information

As described above in “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” the letter agreement with Mr. Sales has been amended to provide for the waiver of cash severance benefits equal to $2.7 million that Mr. Sales would otherwise be entitled to upon a termination of his employment without Cause.  Accordingly, the “Golden Parachute Compensation” for Mr. Sales that was disclosed in the Schedule 14D-9 is revised as follows (with the footnote references and all other amounts disclosed in the Golden Parachute Compensation Table unchanged from the Schedule 14D-9):

Item 9.               Exhibits 

On February 3, 2013, SUPERVALU INC. (the “Company”) held a meeting of the board of directors of the Company (the “Board”) where the Board voted to remove Wayne C. Sales as President and Chief Executive Officer of the Company and appoint Sammy K. Duncan to the same positions.  The Board also voted to approve certain amendments to the letter agreements with Wayne C. Sales and Sammy K. Duncan.  The details of the amendments are further described in the Current Report on Form 8-K as filed by the Company on February 4, 2013 (the “8-K”) and filed as exhibits 10.1 and 10.2 to the 8-K, both of which are incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Schedule may constitute “forward-looking statements.”  SUPERVALU wishes to caution its stockholders that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  SUPERVALU refers its stockholders to the documents that SUPERVALU files from time to time with the SEC, specifically the section entitled “Risk Factors” of its most recent Annual Report filed on Form 10-K, as amended and as updated by its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which contains and identifies other important factors that could cause actual results to differ materially from those contained in SUPERVALU’s projections or forward-looking statements.  SUPERVALU stockholders are cautioned not to place undue reliance on the forward-looking statements in this Schedule, which speak only as of the date of this Schedule.  All subsequent written and oral forward-looking statements by or concerning SUPERVALU are expressly qualified in their entirety by the cautionary statements above.  SUPERVALU does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.