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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
ALBERTSON'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 82-0184434
(State of incorporation (IRS Employer
or organization) Identification No.)
250 Parkcenter Boulevard, Boise, Idaho 83726
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each Class which each class is to
to be so registered be registered
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)
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Item 1 of Form 8-A dated March 4, 1997 (the "Form 8-A"), of
Albertson's, Inc. is hereby amended as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A is hereby amended by adding the following
paragraph at the end of Item 1 of the Form 8-A:
On August 2, 1998, Albertson's, Inc. (the "Company") issued an option
(the "Option") to purchase shares of common stock, par value $1.00 per
share, of the Company (the "Common Stock") to American Stores Company, a
Delaware Corporation ("ASC"). On August 2, 1998, the Company executed an
Amendment (the "Amendment") to the Stockholder Rights Agreement dated as of
December 9, 1996 (the "Rights Agreement"), between the Company and
ChaseMellon Shareholder Services, L.L.C. The Amendment provides that ASC
will not be deemed to be the "Beneficial Owner" or to "beneficially own"
the shares of Common Stock for which the Option is exerciseable and shall
not be deemed to be an Acquiring Person by reason of its holding the Option
or any shares of Common Stock acquired pursuant to the exercise thereof.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit A and is incorporated herein by reference, and to the
Rights Agreement which was attached as an exhibit to the Form 8-A filed on
March 4, 1997 and which is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
4.1(a)* Stockholder Rights Agreement dated as
December 9, 1996, between Albertson's, Inc.
and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes the
Certificate of Designation for the Series A
Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C.
4.1(b) Amendment to the Stockholder Rights Agreement
dated as of August 2, 1998.
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[* Incorporated by reference to Form 8-A dated March 4, 1997, File No.
1-06187.]
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 5, 1998 Albertson's, Inc.
(Registrant)
By: /s/ Michael F. Reuling
Name: Michael F. Reuling
Title: Executive Vice President,
Store Development
EXHIBIT INDEX
Exhibit No. Description
4.1(a)* Stockholder Rights Agreement dated as
December 9, 1996, between Albertson's, Inc.
and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes the
Certificate of Designation for the Series A
Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C.
4.1(b) Amendment to the Stockholder Rights Agreement
dated as of August 2, 1998.
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[* Incorporated by reference to Form 8-A dated March 4, 1997, File No.
1-06187.]
Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 1, dated as of August 2, 1998, to the Rights
Agreement, dated as of December 9, 1996 (the "Rights Agreement"), by and
between Albertson's, Inc. (the "Company") and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent").
WHEREAS, in connection with the execution of an Agreement and
Plan of Merger, dated as of the date hereof, between the Company, Abacus
Holdings, Inc. and American Stores Company ("ASC"), the Company is granting
to ASC, pursuant to a Stock Option Agreement, dated as of the date hereof,
between the Company and ASC, an option (the "Option") to purchase, under
certain circumstances, up to a number of shares of Common Stock, par value
$1.00 per share, of the Company ("Common Stock"), equal to 19.9% of the
outstanding shares of Common Stock of the Company.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1(d) of the Rights Agreement is hereby amended by adding
after the last sentence thereof: "Notwithstanding the foregoing, ASC shall
not be deemed to be the "Beneficial Owner" of, or to "beneficially own,"
the shares of Common Stock for which the Option is exercisable, and ASC
shall not be deemed to be an Acquiring Person by reason of its holding of
the Option or any shares of Common Stock acquired pursuant to the exercise
thereof."
Attest: Albertson's, Inc.
By: /s/ Kaye L. O'Riordan By: /s/ Gary G. Michael
Kaye L. O'Riordan Gary G. Michael
Corporate Secretary Chairman of the Board and
Chief Executive Officer
Attest: ChaseMellon Shareholder
Services, L.L.C.
By: /s/ Patricia D. Dedrick By: /s/ Asa Drew
Name: Patricia D. Dedrick Name: Asa Drew
Title: Assistant Vice President Title: Assistant Vice President
