As filed with the Securities and Exchange Commission on February 18, 1994
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AMERICAN STORES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 87-0207226
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_______________________
709 East South Temple
Salt Lake City, Utah 84102
(801) 539-0112
(Address and telephone number of principal executive office)
Kathleen E. McDermott, Esq.
Executive Vice President,
General Counsel and Assistant Secretary
American Stores Company
709 East South Temple
Salt Lake City, Utah 84102
(801) 539-0112
(Name, address and telephone number of agent for service)
Copies to:
Eric S. Robinson, Esq. Richard J. Sandler, Esq.
Wachtell, Lipton, Rosen & Katz Davis Polk & Wardwell
51 West 52nd Street 450 Lexington Avenue
New York, New York 10019 New York, New York 10017
(212) 403-1000 (212) 450-4000
Approximate date of commencement of proposed sale to
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. | |
If any of these securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
| | Proposed Maximum | Proposed Maximum | Amount of
Title of Securities | Amount to be | Offering Price | Aggregate | Registration
to be Registered | Registered | Per Unit(1) | Offering Price(1) | Fee
<S> <C> <C> <C> <C>
| | | |
Debt Securities | $800,000,000 | 100% | $800,000,000 | $275,864
| | | |
(1) Estimated solely for the purpose of computing the registration fee.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1994
American Stores Company
Debt Securities
American Stores Company (the "Company") from time to
time may offer up to $800,000,000 aggregate principal amount of
its debt securities consisting of debentures, notes and/or
other unsecured evidences of indebtedness (the "Debt Securi-
ties"). The Debt Securities may be offered as separate series
in amounts, at prices and on terms to be set forth in supple-
ments to this Prospectus. The Company may sell Debt Securities
directly to other purchasers or to or through underwriters,
dealers or agents. See "Plan of Distribution".
The terms of the Debt Securities, including, where
applicable, the ranking as senior or subordinated Debt Securi-
ties, the specific designation, aggregate principal amount,
denominations, maturity, redeemability, premium, if any, rate
(which may be fixed or variable) and time of payment of inter-
est, if any, terms for redemption at the option of the Company
or the Holder, terms for sinking fund payments, the initial
public offering price, the names of, and the principal amounts,
if any, to be purchased by underwriters and the compensation of
such underwriters, the names of any agents involved in the sale
of the Debt Securities and the applicable agent's commission,
and the other terms in connection with the offering and sale of
the Debt Securities in respect of which this Prospectus is
being delivered, are set forth in the accompanying Prospectus
Supplement or Prospectus Supplements (the "Prospectus Supple-
ment").
As used herein, Debt Securities shall include securi-
ties denominated in U.S. dollars, or at the option of the Com-
pany if so specified in the applicable Prospectus Supplement,
in any other currency or in composite currencies or in amounts
determined by reference to an index.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1994
<PAGE>
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such State.
<PAGE>
<PAGE>
No dealer, salesperson or other person has been
authorized to give any information or to make any representa-
tions other than those contained in this Prospectus or the Pro-
spectus Supplement in connection with the offer contained here-
in or therein, and, if given or made, such information or
representations must not be relied upon as having been autho-
rized by the Company or any Underwriter. This Prospectus and
the Prospectus Supplement do not constitute an offer to sell,
or a solicitation of any offer to buy, any securities other
than the Debt Securities or an offer to sell, or a solicitation
of any offer to buy, Debt Securities in any jurisdiction in
which, or to any person to whom, such offer or solicitation
would be unlawful. Neither the delivery of this Prospectus or
the Prospectus Supplement nor any sale made hereunder or there-
under shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company
since the date hereof or thereof or that the information herein
or therein is correct as of any time subsequent to their
respective dates.
AVAILABLE INFORMATION
Additional information regarding the Company and the
Debt Securities is contained in the Registration Statement and
the exhibits relating thereto, filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). For such
information, reference is made to the Registration Statement
and the exhibits thereto. The Registration Statement and the
exhibits thereto may be inspected without charge at the office
of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 and copies thereof may be obtained from the Commission at
prescribed rates.
The Company is subject to the information require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports,
proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities main-
tained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549; Northwest Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661,
Suite 1400, and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained at prescribed rates
from the Public Reference Section of the Commission at Judi-
ciary Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549.
Such reports, proxy statements and other information are also
-2-
<PAGE>
<PAGE>
available for inspection and copying at the offices of each of
the following exchanges on which the Company's Common Stock is
listed: New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005, the Midwest Stock Exchange, Inc., 440
South LaSalle Street, Chicago, Illinois 60605, the Pacific
Stock Exchange, Inc., 301 Pine Street, San Francisco, Califor-
nia 94104, and the Philadelphia Stock Exchange, Inc., 1900
Market Street, Philadelphia, Pennsylvania 19103.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Com-
pany with the Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1993, which incorporates by
reference certain portions of: (a) the Company's 1992
Annual Report to Shareholders and; (b) the Company's proxy
statement for the 1993 Annual Meeting of Shareholders;
2. The Company's Quarterly Reports on Form 10-Q for
the thirteen weeks ended May 1, 1993, the thirteen weeks
ended July 31, 1993 and the thirteen weeks ended October
30, 1993; and
3. The Company's Report on Form 8-K dated May 25,
1993.
All documents filed by the Company with the Commis-
sion pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering described herein shall
be deemed to be incorporated by reference in this Prospectus
and to be part hereof from their respective dates of filing.
Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.
The Company will provide without charge to each per-
son to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all of the docu-
ments which have been or may be incorporated herein by refer-
ence (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to
-3-
<PAGE>
<PAGE>
American Stores Company, 709 East South Temple, Salt Lake City,
Utah 84102, P.O. Box 27447, Salt Lake City, Utah 84127-0447,
Attention: Investor Relations (telephone: 801-539-0112).
-4-
<PAGE>
<PAGE>
THE COMPANY
American Stores Company is one of the nation's lead-
ing food and drug retailers with annual sales in its fiscal
year ended January 30, 1993 exceeding $19 billion. The Company
is principally engaged in a single industry segment, the retail
sale of food and drug merchandise. Through its wholly-owned
subsidiaries, the Company operates stand-alone food and drug
stores and combination food/drug store units, which are gener-
ally located in major metropolitan markets. The Company's food
stores operate under the Lucky Stores, Jewel Food Stores, Acme
Markets, Star Market and Jewel Osco names. The Company's drug
stores operate under the Osco Drug and Sav-on names. As of
October 30, 1993, the Company operated 1,712 stores in 27
states, including 147 Jewel Osco combination stores which are
jointly operated by Osco Drug and Jewel Food Stores and counted
as two separate stores.
The Company's principal executive offices are located
at 709 East South Temple, Salt Lake City, Utah 84102 (tele-
phone: 801-539-0112). References to the "Company" in this
Prospectus include American Stores Company and its subsidiaries
unless the context otherwise requires.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospec-
tus Supplement, the net proceeds from the sale of the Debt
Securities will be used for the repayment of existing indebted-
ness and for other general corporate purposes, including addi-
tions to working capital and capital expenditures. Any spe-
cific allocation of the net proceeds of an offering of Debt
Securities to a specific purpose will be described in the
related Prospectus Supplement. The Company anticipates that it
will raise additional funds from time to time through equity or
debt financings to refinance outstanding indebtedness and to
finance its businesses.
-5-
<PAGE>
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Com-
pany for each of the fiscal years ended January 30, 1993, Feb-
ruary 1, 1992, February 2, 1991, February 3, 1990 and January
28, 1989 was 2.21, 2.17, 1.76, 1.47 and 1.55, respectively, and
for the thirty-nine week periods ended October 30, 1993 and
October 31, 1992 was 2.25 and 1.86, respectively. In the com-
putation of the ratio of earnings to fixed charges for the Com-
pany, earnings consist of earnings before income taxes and
before cumulative effect of changes in accounting principles
plus fixed charges (adjusted for capitalized interest). Fixed
charges consist of interest, whether expensed or capitalized
(including the amortization of debt expense), plus the amount
of rental expense which is representative of the interest
factor in the particular case.
DESCRIPTION OF DEBT SECURITIES
The following descriptions of the terms of the Debt
Securities set forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by
any Prospectus Supplement (the "Offered Debt Securities") and
the extent, if any, to which such general provisions may apply
to the Debt Securities so offered will be described in the Pro-
spectus Supplement relating to such Offered Debt Securities.
The Debt Securities which will constitute senior debt
of the Company are to be issued under an Indenture (the "Senior
Debt Indenture"), to be entered into between the Company and
The First National Bank of Chicago as Trustee (the "Senior
Trustee"), and Debt Securities which will constitute subordi-
nated debt of the Company are to be issued under an Indenture
(the "Subordinated Debt Indenture" and, collectively with the
Senior Debt Indenture, the "Indentures"), to be entered into
between the Company and a trustee to be determined (the "Subor-
dinated Trustee"), the forms of which have been filed as exhib-
its to the Registration Statement. The following summaries of
certain provisions of the Debt Securities and the Indentures do
not purport to be complete and are subject to, and are quali-
fied in their entirety by reference to, all the provisions of
the respective Indentures, including the definitions therein of
certain terms. Whenever particular provisions or defined terms
in the Indentures are referred to herein, such provisions or
defined terms are incorporated by reference.
-6-
<PAGE>
<PAGE>
General
The Debt Securities will be unsecured senior or sub-
ordinated obligations of the Company.
The Indentures do not limit the amount of Debt Secu-
rities that may be issued thereunder and provide that Debt
Securities may be issued thereunder from time to time in one or
more series.
Reference is made to the Prospectus Supplement for
the following terms of and information relating to the Offered
Debt Securities (to the extent such terms are applicable to
such Debt Securities): (i) classification as senior or subor-
dinated Debt Securities, the specific designation, aggregate
principal amount, purchase price and denomination; (ii) the
currency or units based on or relating to currencies in which
such Debt Securities are denominated and/or in which principal
(and premium, if any) and/or any interest will or may be pay-
able; (iii) any date of maturity; (iv) the method by which
amounts payable in respect of principal, premium (if any) or
interest on, or upon the redemption of, such Debt Securities
may be calculated, and any currencies or indices, or value,
rate or price, relevant to such calculation; (v) interest rate
or rates (or the method by which such rate will be determined),
if any; (vi) the date or dates on which any such interest will
be payable; (vii) the place or places where the principal of
and interest, if any, on the Offered Debt Securities will be
payable; (viii) any redemption, repayment or sinking fund pro-
visions; (ix) whether the Offered Debt Securities will be issu-
able in registered form or bearer form ("Bearer Securities") or
both and, if Bearer Securities are issuable, any restrictions
applicable to the exchange of one form for another and to the
offer, sale and delivery of Bearer Securities; (x) any appli-
cable United States federal income tax consequences, including
whether and under what circumstances the Company will pay addi-
tional amounts on Offered Debt Securities held by a person who
is not a U.S. person (as defined in the Prospectus Supplement)
in respect of any tax, assessment or governmental charge with-
held or deducted and, if so, whether the Company will have the
option to redeem such Debt Securities rather than pay such
additional amounts; and (xi) any other specific terms of the
Offered Debt Securities, including any additional or different
events of default, remedies or covenants provided for with
respect to such Debt Securities, and any terms which may be
required by or advisable under applicable laws or regulations.
Debt Securities may be presented for exchange and
registered Debt Securities may be presented for transfer in the
manner, at the places and subject to the restrictions set forth
-7-
<PAGE>
<PAGE>
in the Debt Securities and the Prospectus Supplement. Such
services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but
subject to the limitations provided in the applicable Inden-
ture. Bearer Securities and the coupons, if any ("Coupons"),
appertaining thereto will be transferable by delivery.
Debt Securities may bear interest at a fixed rate (a
"Fixed Rate Security") or a floating rate (a "Floating Rate
Security"). Debt Securities bearing no interest or interest at
a rate that at the time of issuance is below the prevailing
market rate may be sold at a discount below their stated prin-
cipal amount. Special United States federal income tax consid-
erations applicable to any such discounted Debt Securities or
to certain Debt Securities issued at par which are treated as
having been issued at a discount for United States federal
income tax purposes will be described in the relevant Prospec-
tus Supplement.
Debt Securities may be issued from time to time with
payment terms which are calculated by reference to the value or
price of one or more currencies or indices. Holders of such
Debt Securities may receive a payment of the principal amount
on any principal payment date, or a payment of interest on any
interest payment date, that is greater than or less than the
amount of principal or interest otherwise payable on such
dates, or a redemption amount on any redemption date that is
greater than or less than the principal amount of such Debt
Securities, depending upon the value or price on such dates of
the applicable currency or index. Information for determining
the amount of principal, premium (if any), interest or redemp-
tion amounts payable on any date, the currencies, commodities
or indices to which the amount payable on such date is linked
and certain additional tax considerations will be set forth in
the relevant Prospectus Supplement.
Substantially all of the Company's assets are held by
the Company's subsidiaries. The rights of the Company and its
creditors, including the Holders of the Debt Securities, to
participate in the assets of any subsidiary upon any liquida-
tion or reorganization of such subsidiary or otherwise will be
effectively subordinated to and subject to the prior claims of
creditors of such subsidiary, except to the extent that the
Company may itself be a creditor with recognized claims against
the subsidiary. As of October 30, 1993, the Company's
subsidiaries had approximately $3,786 million of debt and other
obligations. The ability of the Company to pay principal of
and premium, if any, and interest on the Debt Securities will
be dependent upon the receipt of funds from its subsidiaries by
way of dividends, interest, loans or otherwise.
-8-
<PAGE>
<PAGE>
Senior Debt
The Debt Securities and Coupons, if any, appertaining
thereto that will constitute part of the senior debt of the
Company will be issued under the Senior Debt Indenture and will
rank pari passu with all other unsecured and unsubordinated
debt of the Company.
The Senior Debt Indenture also provides the following
covenants:
Limitations on Liens. The Company covenants that, so
long as any Debt Securities under the Senior Debt Indenture
remain outstanding, it will not, and will not permit any Re-
stricted Subsidiary (as defined below) to issue, assume or
guarantee any Indebtedness (as defined below) which is secured
by a mortgage, pledge, security interest, lien or encumbrance
(each a "lien") upon any Operating Property or Operating Asset,
whether now owned or hereafter acquired, of the Company or any
Restricted Subsidiary without effectively providing that such
Debt Securities (together with, if the Company shall so
determine, any other Indebtedness of the Company ranking
equally with such Debt Securities) shall be equally and ratably
secured by a lien on such assets ranking ratably with or equal
to (or at the Company's option prior to) such secured Indebted-
ness, except that the foregoing restriction shall not apply to
(a) liens on any property or assets of any corporation existing
at the same time such corporation becomes a Restricted Subsid-
iary provided that such lien does not extend to any other prop-
erty of the Company or any of its Restricted Subsidiaries; (b)
liens on any property or assets (including stock) existing at
the time of acquisition thereof, or to secure the payment of
the purchase price of such property or assets, or to secure
indebtedness incurred, assumed or guaranteed by the Company or
a Restricted Subsidiary for the purpose of financing the pur-
chase price of such property or of improvements or construction
thereon, which indebtedness is incurred, assumed or guaranteed
prior to, at the time of, or within 18 months after such acqui-
sition (or in the case of real property, completion of such
improvement or construction or commencement of full operations
at such property, whichever is later (which in the case of a
retail store is the opening of the store for business to the
public)) provided that such lien does not extend to any other
property of the Company or any of its Restricted Subsidiaries;
(c) liens securing indebtedness owing by any Restricted Subsid-
iary to the Company or another Restricted Subsidiary; (d) liens
on any property or assets of a corporation existing at the time
such corporation is merged into or consolidated with the Com-
pany or a Restricted Subsidiary or at the time of a purchase,
-9-
<PAGE>
<PAGE>
lease or other acquisition of the assets of a corporation or
firm as an entirety or substantially as an entirety by the Com-
pany or a Restricted Subsidiary provided that such lien does
not extend to any other property of the Company or any of its
Restricted Subsidiaries; (e) liens on any property or assets of
the Company or a Restricted Subsidiary in favor of the United
States of America or any State thereof, or in favor of any
other country, or political subdivision thereof, to secure cer-
tain payments pursuant to any contract or statute or to secure
any indebtedness incurred or guaranteed for the purpose of
financing all or any part of the purchase price (or, in the
case of real property, the cost of construction) of the prop-
erty or assets subject to such liens (including but not limited
to, liens incurred in connection with pollution control, indus-
trial revenue or similar financing); (f) any extension, renewal
or replacement (or successive extensions, renewals or replace-
ments) in whole or in part, of any lien referred to in the
foregoing clauses (a) to (e), inclusive; (g) certain statutory
liens or other similar liens arising in the ordinary course of
business of the Company or a Restricted Subsidiary, or certain
liens arising out of governmental contracts; (h) certain
pledges, deposits or liens made or arising under worker's com-
pensation or similar legislation or in certain other circum-
stances; (i) certain liens in connection with legal proceed-
ings, including certain liens arising out of judgments or
awards; (j) liens for certain taxes or assessments, landlord's
liens and liens and charges incidental to the conduct of the
business, or the ownership of the property or assets of the
Company or of a Restricted Subsidiary, which were not incurred
in connection with the borrowing of money and which do not in
the opinion of the Company, materially impair the use of such
property or assets in the operation of the business of the Com-
pany or such Restricted Subsidiary or the value of such prop-
erty or assets for the purposes thereof; or (k) liens not per-
mitted by the foregoing clauses (a) to (j), inclusive, if at
the time of and after giving effect to, the creation or assump-
tion of such liens, the aggregate amount of all Indebtedness of
the Company and its Restricted Subsidiaries secured by all
liens not so permitted by the foregoing clauses (a) through
(j), inclusive, together with the Attributable Debt (as defined
below) in respect of Sale and Lease-Back Transactions permitted
by clause (a) under "Limitation on Sale and Lease-Back Trans-
actions" below, does not exceed the greater of (i) $250 million
or (ii) 15% of Consolidated Net Tangible Assets (as defined
below).
Limitation on Sale and Lease-Back Transactions. So
long as any Debt Securities under the Senior Debt Indenture are
outstanding, the Company will not, and will not permit any
Restricted Subsidiary to, enter into any arrangement with any
-10-
<PAGE>
<PAGE>
person providing for the leasing by the Company or a Restricted
Subsidiary of any Operating Property or Operating Asset (other
than any such arrangement involving a lease for a term, includ-
ing renewal rights, for not more than three years and leases
between the Company and a Subsidiary or between Subsidiaries),
whereby such Operating Property or Operating Asset has been or
is to be sold or transferred by the Company or a Restricted
Subsidiary to such person (a "Sale and Lease-Back Transaction")
unless (a) the Company or such Restricted Subsidiary would, at
the time of entering into a Sale and Lease-Back Transaction, be
entitled to incur Indebtedness secured by a lien on the Operat-
ing Property or Operating Asset to be leased in an amount at
least equal to the Attributable Debt in respect of such trans-
action without equally and ratably securing the Debt Securities
pursuant to the provisions described under "Limitations on
Liens" above, or (b) the proceeds of the sale of the Operating
Property or Operating Assets to be leased are at least equal to
their fair market value and an amount in cash equal to the pro-
ceeds is applied, within 180 days of the effective date of such
transaction to the retirement (other than at maturity or
pursuant to a mandatory sinking fund or redemption provision
and other than Indebtedness owned by the Company or any Re-
stricted Subsidiary) of Debt Securities or of Funded Indebted-
ness (as defined below) of the Company ranking on a parity with
or senior to the Debt Securities, or in the case of a Sale and
Lease-Back Transaction by a Restricted Subsidiary, of Funded
Indebtedness of such Restricted Subsidiary, provided that in
connection with any such retirement, any related loan commit-
ment or the like shall be reduced in an amount equal to the
principal amount so retired. The foregoing restriction shall
not apply to, in the case of any Operating Property or Operat-
ing Asset acquired or constructed subsequent to the date
eighteen months prior to the date of the Indenture, any Sale
and Lease-Back Transaction with respect to such Operating Asset
or Operating Property (including presently owned real property
upon which such Operating Property is to be constructed) if a
binding commitment is entered into with respect to such Sale
and Lease-Back Transaction within 18 months after the later of
the acquisition of the Operating Property or Operating Asset or
the completion of improvements or construction thereon or
commencement of full operations at such Operating Property
(which in the case of a retail store is the opening of the
store for business to the public).
Definitions. "Attributable Debt" means in connection
with a Sale and Lease-Back Transaction the aggregate of present
values (discounted at a rate per annum equal to the average
interest borne by all outstanding Debt Securities determined on
a weighted average basis and compounded semi-annually) of the
-11-
<PAGE>
<PAGE>
obligations of the Company or any Subsidiary for rental pay-
ments during the remaining term of the applicable lease
(including any period for which such lease has been extended or
may, at the option of the lessor, be extended).
"Capital Lease" means any lease of property which, in
accordance with generally accepted accounting principles,
should be capitalized on the lessee's balance sheet or for
which the amount of the asset and liability thereunder as if so
capitalized should be disclosed in a note to such balance
sheet; and "Capitalized Lease Obligation" means the amount of
the liability which should be so capitalized or disclosed.
"Consolidated" when used with respect to any of the
terms defined in the Indenture, refers to such terms as re-
flected in a consolidation of the accounts of the Company and
its Restricted Subsidiaries in accordance with generally ac-
cepted accounting principles.
"Funded Indebtedness" means any Indebtedness maturing
by its terms more than one year from the date of the determina-
tion thereof, including any Indebtedness renewable or extend-
ible at the option of the obligor to a date later than one year
from the date of the determination thereof.
"Indebtedness" means all obligations (other than the
Debt Securities of such series) of, or guaranteed or assumed
by, the Company or any Restricted Subsidiary for borrowed money
or evidenced by bonds, debentures, notes or other similar
instruments.
"Net Tangible Assets" means the total amounts of
assets (less depreciation and valuation reserves and other
reserves and items deductible from gross book value of specific
asset accounts under generally accepted accounting principles)
which under generally accepted accounting principles would be
included on a balance sheet after deducting therefrom (a) all
liability items except Funded Indebtedness, Capitalized Lease
Obligations, stockholders' equity and reserves for deferred
income taxes and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like
intangibles, which in each case would be so included on such
balance sheet.
"Operating Assets" means all merchandise inventories,
furniture, fixtures and equipment (including all transportation
and warehousing equipment but excluding office equipment and
data processing equipment) owned or leased pursuant to Capital
Leases by the Company or a Restricted Subsidiary.
-12-
<PAGE>
<PAGE>
"Operating Property" means all real property and im-
provements thereon owned or leased pursuant to Capital Leases
by the Company or a Restricted Subsidiary and constituting,
without limitation, any store, warehouse, service center or
distribution center wherever located, provided that such term
shall not include any store, warehouse, service center or dis-
tribution center which the Company's Board of Directors
declares by resolution not to be of material importance to the
business of the Company and its Restricted Subsidiaries.
"Restricted Subsidiaries" means all Subsidiaries
other than Non-Restricted Subsidiaries. "Non-Restricted Sub-
sidiary" means any Subsidiary that the Company's Board of
Directors has in good faith declared pursuant to a written
resolution not to be of material importance, either singly or
together with all other Non-Restricted Subsidiaries, to the
business of the Company and its consolidated Subsidiaries taken
as a whole. Initially the Company will have no Non-Restricted
Subsidiaries.
"Subsidiary" means (i) any corporation or other
entity of which securities or other ownership interests having
ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at
the time directly or indirectly owned by the Company or (ii)
any partnership of which more than 50% of the partnership
interest are owned by the Company or any Subsidiary.
Unless otherwise specified in the Prospectus Supple-
ment relating to a particular series of Offered Debt Securi-
ties, the covenants applicable to the Debt Securities would not
necessarily afford holders protection in the event of a highly
leveraged or other transaction involving the Company or in the
event of a material adverse change in the Company's financial
condition or results of operation. Unless otherwise specified
in the Prospectus Supplement relating to a particular series of
Offered Debt Securities, the Debt Securities do not contain any
other provisions that are designed to afford protection in the
event of a highly leveraged transaction involving the Company.
Subordinated Debt
The Debt Securities and Coupons, if any, appertaining
thereto that will constitute part of the subordinated debt of
the Company (the "Subordinated Debt Securities") will be issued
under the Subordinated Debt Indenture and will be subordinate
and junior in right of payment, to the extent and in the manner
set forth in the Subordinated Debt Indenture, to all "Senior
Indebtedness" of the Company. The Subordinated Debt Indenture
-13-
<PAGE>
<PAGE>
defines "Senior Indebtedness" as all indebtedness of, or guar-
anteed or assumed by, the Company for borrowed money or evi-
denced by bonds, debentures, notes, letters of credit, interest
rate exchange agreements, currency exchange agreements, commod-
ity forward contracts or other similar instruments, or indebt-
edness or obligations with respect to any lease of real or
personal property whether existing on the date hereof or here-
inafter incurred, and any guarantee, amendments, renewals,
extensions, modifications and refundings of any such indebted-
ness or obligation, provided that Senior Indebtedness shall not
include (i) obligations that, when incurred and without respect
to any election under Section 1111(b) of Title 11, United
States Code, were without recourse to the Issuer, (ii) obliga-
tions of the Company to any Subsidiary, and (iii) any other
obligations which by the terms of the instrument creating or
evidencing the same are specifically designated as not being
senior in right of payment to the Subordinated Debt Securities.
In the event (a) of any insolvency or bankruptcy pro-
ceedings, or any receivership, liquidation or other similar
proceedings including reorganization in respect of the Company
or a substantial part of its property or (b) that (i) a default
shall have occurred with respect to the payment of principal of
(and premium, if any) or any interest on or other monetary
amounts due and payable on any Senior Indebtedness or (ii)
there shall have occurred an event of default (other than a
default in the payment of principal, premium, if any, or inter-
est, or other monetary amounts due and payable) with respect to
any Senior Indebtedness, as defined therein or in the instru-
ment under which the same is outstanding, permitting the holder
or holders thereof to accelerate the maturity thereof, and such
default or event of default shall not have been cured or waived
or shall not have ceased to exist, unless, in the case of a
default under clause (ii) above, the default with respect to
the Senior Indebtedness is cured or waived, or 180 days pass
after notice of the default is given to the holders of Senior
Indebtedness (unless the maturity of such Senior Indebtedness
has been accelerated), then the holders of all Senior Indebted-
ness shall first be entitled to receive payment of the full
amount unpaid thereon, or provision shall be made, in accor-
dance with the relevant Senior Indebtedness, for such payment
in money or money's worth, before the holders of any of the
Subordinated Debt Securities or Coupons are entitled to receive
a payment on account of the principal of (and premium, if any)
or any interest on the indebtedness evidenced by such Subordi-
nated Debt Securities or of such Coupons. No new period of
suspension of payments under clause (ii) above may be commenced
by reason of the same event of default (or any other event of
default that existed or was continuing on the date of the com-
mencement of such period) within twelve months after the first
-14-
<PAGE>
<PAGE>
such notice relating thereto. Without limitation of the fore-
going, upon any acceleration of the Subordinated Debt Securi-
ties because of an Event of Default, the Company must promptly
notify the holders of Senior Indebtedness of such acceleration,
and may not pay the Subordinated Debt Securities unless (A) 120
days pass after such acceleration and (B) the terms of the Sub-
ordinated Debt Indenture permit such payment at such time.
By reason of such subordination, in the event of
bankruptcy, insolvency or liquidation of the Company, creditors
of the Company who are holders of Senior Indebtedness and gen-
eral creditors of the Company may recover more, ratably, than
holders of the Subordinated Debt Securities.
Substantially all of the Company's assets are held by
the Company's subsidiaries and the Subordinated Debt Securities
are effectively subordinated to the obligations of each subsid-
iary of the Company to the extent of the assets of each such
subsidiary. As of October 30, 1993, the Company had approx-
imately $2,349 million of debt and other obligations which
would have constituted Senior Indebtedness and the Company's
subsidiaries had approximately $3,786 million of debt and other
obligations to which the Subordinated Debt Securities would
have been effectively subordinated. Certain contingent obliga-
tions of the Company, including certain guarantees, letters of
credit, interest rate exchange agreements, currency exchange
agreements and commodity forward contracts, would constitute
Senior Indebtedness if such contingent obligations became pay-
able by the Company.
The Company expects from time to time to incur
additional indebtedness constituting Senior Indebtedness. The
Subordinated Debt Indenture does not prohibit or limit the
incurrence of additional Senior Indebtedness or any other
indebtedness and does not contain financial covenants or simi-
lar restrictions on the Company.
Merger and Consolidation
Each Indenture provides that the Company will not
merge or consolidate with any corporation, partnership or other
entity and will not sell, lease or convey all or substantially
all its assets to any entity, unless the Company shall be the
surviving entity, or the surviving entity or the successor
entity that acquires all or substantially all the assets of the
Company shall be a corporation or partnership organized under
the laws of the United States or a State thereof or the Dis-
trict of Columbia and shall expressly assume all obligations of
the Company under such Indenture and the Debt Securities issued
thereunder, and immediately after such merger, consolidation,
-15-
<PAGE>
<PAGE>
sale, lease or conveyance, the Company or such successor entity
shall not be in default in the performance of the covenants and
conditions of the Indenture to be performed or observed by the
Company.
Events of Default
An Event of Default is defined under each Indenture
with respect to Debt Securities of any series issued under such
Indenture as being: (a) default in payment of any principal of
the Debt Securities of such series, either at maturity (or upon
a redemption), by declaration or otherwise (including any
sinking fund payment); (b) default for 30 days in payment of
any interest on any Debt Securities of such series; (c) default
for 60 days after written notice in the observance or
performance of any other covenant or agreement in the Debt
Securities of such series or the Indenture other than a
covenant included in the Indenture solely for the benefit of a
series of Debt Securities other than such series; (d) certain
events of bankruptcy, insolvency or reorganization relating to
the Company or any Significant Subsidiary (as such term is
defined in Regulation S-X under the Exchange Act). In addi-
tion, with respect to Senior Debt Securities, the Senior Debt
Indenture defines an event of default as being: (e) failure by
the Company or any Significant Subsidiary to make any payment
at maturity, including any applicable grace period, in respect
of indebtedness, in an amount in excess of $25,000,000 or the
equivalent thereof in any other currency or composite currency
and continuance of such failure for a period of 30 days after
written notice thereof to the Company by the Trustee, or to the
Company and the Trustee by the holders of not less than 25% in
principal amount of outstanding Debt Securities of such series;
(f) a default with respect to any indebtedness of the Company
or any Significant Subsidiary, which default results in the
acceleration of any indebtedness in an amount in excess of
$25,000,000 without such indebtedness having been discharged or
such acceleration having been cured, waived, rescinded or
annulled for a period of 30 days after written notice thereof
by the Company to the Trustee, or to the Company and the
Trustee by the holders of not less than 25% in principal amount
of outstanding Debt Securities of such series, indebtedness
being defined to mean all obligations (other than non-recourse
obligations or the Debt Securities of such series) of, or guar-
anteed or assumed by, the Company or any Significant Subsidiary
for borrowed money or evidenced by bonds, debentures, notes or
other similar instruments; provided, however, that if any such
failure, default or acceleration referred to in clause (e) or
(f) above shall cease to exist or be cured, waived, rescinded
or annulled, then the Event of Default by reason thereof shall
be deemed likewise to have been thereupon cured and (g) any
-16-
<PAGE>
<PAGE>
other Event of Default provided with respect to Debt Securities
of that series.
Each Indenture provides that, if an Event of Default
shall have occurred and be continuing (other than an Event of
Default specified in clause (d) above relating to the Company),
either the Trustee or the holders of not less than 25% in the
principal amount of the Debt Securities of such series then
outstanding may declare the principal of all Debt Securities of
such series and interest accrued thereon to be due and payable
immediately, but upon certain conditions such declarations may
be annulled and past defaults may be waived (except a continu-
ing default in payment of principal (including any required
purchase) of (or premium, if any) or interest on such Debt
Securities) by the holders of a majority in principal amount of
the Debt Securities of such series then outstanding. If an
Event of Default specified in clause (d) above relating to the
Company occurs, such principal amount shall ipso facto become
and be immediately due and payable without any declaration or
other act on the part of the Trustee or any holder.
Each Indenture provides that the Trustee, subject to
the duty of the Trustee during a default to act with the
required standard of care, has no obligation to exercise any
right or power granted it under the Indenture at the request of
holders of Debt Securities unless the Trustee is indemnified by
such holders. Subject to such provisions in each Indenture for
the indemnification of the Trustee and certain other limita-
tions, the holders of a majority in principal amount of the
outstanding Debt Securities of each series issued under such
Indenture may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee.
Each Indenture provides that no holder of Debt Secu-
rities of any series issued under such Indenture may institute
any action against the Company under such Indenture (except
actions for payment of overdue principal, premium (if any) or
interest) unless such holder previously shall have given to the
Trustee written notice of default and continuance thereof and
the holders of not less than 25% in principal amount of the
Debt Securities of such series issued under such Indenture then
outstanding shall have requested the Trustee to institute such
action and shall have offered the Trustee reasonable indemnity,
the Trustee shall not have instituted such action within 60
days of such request and the Trustee shall not have received
direction inconsistent with such written request by the holders
of a majority in principal amount of the Debt Securities of
such series issued under such Indenture and then outstanding.
-17-
<PAGE>
<PAGE>
Under each Indenture, the Company is required to file
annually with the Trustee a certificate of no default or a cer-
tificate specifying any default that exists.
Discharge, Defeasance and Covenant Defeasance
Unless otherwise specified in the applicable Prospec-
tus Supplement, the Company can discharge or defease its obli-
gations with respect to each series of Debt Securities as set
forth below.
Under terms satisfactory to the Trustee, the Company
may discharge certain obligations to holders of any series of
Debt Securities issued under such Indenture which have not
already been delivered to the Trustee for cancellation and
which have either become due and payable or are by their terms
due and payable within one year (or scheduled for redemption
within one year) by irrevocably depositing with the Trustee
cash or, in the case of Debt Securities payable only in U.S.
dollars, U.S. Government Obligations (as defined in such Inden-
ture) as trust funds in an amount certified to be sufficient to
pay at maturity (or upon redemption) the principal of and
interest on such Debt Securities.
The Company may also discharge any and all of its
obligations to holders of any series of Debt Securities issued
under an Indenture at any time ("defeasance"), but may not
thereby avoid its duty to register the transfer or exchange of
such series of Debt Securities, to replace any temporary, muti-
lated, destroyed, lost, or stolen series of Debt Securities or
to maintain an office or agency in respect of such series of
Debt Securities. Defeasance may be effected only if, among
other things: (i) the Company irrevocably deposits with the
Trustee cash or, in the case of Debt Securities payable only in
U.S. dollars, U.S. Government Obligations, as trust funds in an
amount certified to be sufficient to pay at maturity (or upon
redemption) the principal of and interest on all outstanding
Debt Securities of such series issued under the Indenture; (ii)
the Company delivers to the Trustee an opinion of counsel to
the effect that the holders of such series of Debt Securities
will not recognize income, gain or loss for United States fed-
eral income tax purposes as a result of such defeasance and
that defeasance will not otherwise alter such holders' United
States federal income tax treatment of principal and interest
payments on such series of Debt Securities (such opinion must
be based on a ruling of the Internal Revenue Service or a
change in United States federal income tax law occurring after
the date of such Indenture, since such a result would not occur
under current tax law); and (iii) in the case of the Subordi-
nated Debt Indenture (a) no event or condition shall exist
-18-
<PAGE>
<PAGE>
that, pursuant to certain provisions described under "Subordi-
nated Debt" above, would prevent the Company from making pay-
ments of principal of (and premium, if any) and interest on the
Subordinated Debt Securities at the date of the irrevocable
deposit referred to above or at any time during the period end-
ing on the 121st day after such deposit date and (b) the Com-
pany delivers to the Trustee for the Subordinated Debt Inden-
ture an opinion of counsel to the effect that (1) the trust
funds will not be subject to any rights of holders of Senior
Indebtedness and (2) after the 121st day following the deposit,
the trust funds will not be subject to the effect of any appli-
cable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally, except that if a court
were to rule under any such law in any case or proceeding that
the trust funds remained property of the Company, then the
Trustee and the holders of the Subordinated Debt Securities
would be entitled to certain rights as secured creditors in
such trust funds.
Modification of the Indenture
Each Indenture provides that the Company and the
Trustee may enter into supplemental indentures without the con-
sent of the holders of Debt Securities to: (a) secure such
Debt Securities, (b) evidence the assumption by a successor
entity of the obligations of the Company, (c) add covenants for
the protection of the holders of such Debt Securities, (d) evi-
dence the acceptance of appointment by a successor trustee or
(e) cure any ambiguity or correct any inconsistency in the
Indenture or amend the Indenture in any other manner which the
Company may deem necessary or desirable and which will not
adversely affect the interests of the holders of Debt Securi-
ties issued thereunder.
Each Indenture also contains provisions permitting
the Company and the Trustee, with the consent of the holders of
not less than a majority in principal amount of Debt Securities
of any series issued under such Indenture then outstanding and
affected, to add any provisions to, or change in any manner or
eliminate any of the provisions of, such Indenture or modify in
any manner the rights of the holders of the Debt Securities of
such series; provided that the Company and the Trustee may not,
without the consent of the holder of each outstanding Debt
Security affected thereby, (a) change the stated maturity of
the principal of any Debt Security, or reduce the principal
amount thereof or any premium thereon or reduce the rate or
extend the time of payment of interest thereon, or reduce any
amount payable on redemption thereof or otherwise change the
redemption provisions in a manner adverse to holders or change
the currency in which the principal thereof or interest thereon
-19-
<PAGE>
<PAGE>
is payable or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy or
alter certain provisions of the Indenture relating to the Debt
Securities issued thereunder not denominated in U.S. dollars or
impair the right to institute suit for the enforcement of any
payment on any Debt Security when due or (b) reduce the afore-
said percentage in principal amount of Debt Securities of any
series issued under such Indenture, the consent of the holders
of which is required for any such modification.
The Subordinated Debt Indenture may not be amended to
alter the subordination of any outstanding Subordinated Debt
Securities without the consent of each holder of Senior Indebt-
edness then outstanding that would be adversely affected
thereby.
Concerning the Trustees
The Trustees, in their individual or any other capac-
ity, have performed and may perform services for the Company
and may otherwise deal with the Company as if they were not the
Trustees. An affiliate of the Senior Trustee is a participat-
ing bank under the Company's principal bank credit agreement
and has other banking relationships with the Company. If a
Trustee has or shall acquire any conflicting interest (as
defined in Section 310(b) of the Trust Indenture Act of 1939,
as amended, after a default under the relevant indenture) the
Trustee shall either eliminate such conflicting interest or
resign as Trustee.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being of-
fered hereby in three ways: (i) through agents, (ii) through
underwriters and (iii) through dealers.
The distribution of Debt Securities may be effected
from time to time in one or more transactions at a fixed price
or prices, which may be changed, or at market prices prevailing
at the time of the sale, at prices related to such prevailing
market prices or at negotiated prices. The Prospectus Supple-
ment will describe the method of distribution of the Debt Secu-
rities.
Offers to purchase Debt Securities may be solicited
by agents designated by the Company from time to time. Any
such agent, who may be deemed to be an underwriter as the term
is defined in the Securities Act, involved in the offer or sale
of the Debt Securities in respect of which this Prospectus is
-20-
<PAGE>
<PAGE>
delivered will be named, and any commissions payable by the
Company to such agent set forth, in the Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any
such agent will be acting on a best efforts basis for the
period of its appointment. Agents may be entitled under agree-
ments which may be entered into with the Company to indemnifi-
cation by the Company against certain civil liabilities,
including liabilities under the Securities Act, and may be cus-
tomers of, engage in transactions with or perform services for
the Company in the ordinary course of business.
If any underwriters are utilized in the sale of Debt
Securities, the Company will enter into an underwriting agree-
ment with such underwriters at the time of such sale to them
and the names of the underwriters and the terms of the trans-
action will be set forth in the Prospectus Supplement, which
will be used by the underwriters to make resales of the Debt
Securities in respect of which this Prospectus is delivered to
the public. The underwriters may be entitled, under the rel-
evant underwriting agreement, to indemnification by the Company
against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions
with or perform services for the Company in the ordinary course
of business.
If a dealer is utilized in the sale of the Debt Secu-
rities in respect of which this Prospectus is delivered, the
Company will sell such Debt Securities to the dealer, as prin-
cipal. The dealer may then resell such Debt Securities to the
public at varying prices to be determined by such dealer at the
time of resale. Dealers may be entitled to indemnification by
the Company against certain liabilities, including liabilities
under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Company in the
ordinary course of business.
Debt Securities may also be offered and sold, if so
indicated in the Prospectus Supplement, in connection with a
remarketing upon their purchase, in accordance with a redemp-
tion or repayment pursuant to their terms, or otherwise, by one
or more firms ("remarketing firms"), acting as principals for
their own accounts or as agents for the Company. Any remarket-
ing firm will be identified and the terms of its agreement, if
any, with the Company and its compensation will be described in
the Prospectus Supplement. Remarketing firms may be deemed to
be underwriters in connection with the Debt Securities remark-
eted thereby. Remarketing firms may be entitled under agree-
ments which may be entered into with the Company to indemnifi-
cation by the Company against certain civil liabilities,
-21-
<PAGE>
<PAGE>
including liabilities under the Securities Act, and may be cus-
tomers of, engage in transactions with or perform services for
the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the
Company will authorize agents and underwriters or dealers to
solicit offers by certain purchasers to purchase the relevant
Offered Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery
on a specified date in the future. Such contracts will be sub-
ject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement and the Prospectus
Supplement will set forth the commission payable for solicita-
tion of such offers.
LEGAL MATTERS
The legality of the Debt Securities offered hereby
will be passed upon for the Company by Wachtell, Lipton, Rosen
& Katz, New York, New York.
EXPERTS
The consolidated financial statements of American
Stores Company incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended January 30, 1993
have been audited by Ernst & Young, independent auditors, as
set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements
are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young pertaining to such
financial statements (to the extent covered by consents filed
with the Commission) given upon the authority of such firm as
experts in accounting and auditing.
-22-
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
S.E.C. Filing Fee........................ $275,864
Printing Expenses........................ 150,000
Accounting Fees.......................... 75,000
Blue Sky Fees and Expenses............... 30,000
Rating Agency Fees....................... 540,000
Trustees' Fees........................... 20,000
Legal Fees............................... 125,000
Miscellaneous............................ 9,136
Total............................... $1,225,000
* All of the above amounts, except for the S.E.C. filing
fee, have been estimated.
Item 15. Indemnification of Directors and Officers
Reference is made to Section 145 of the Delaware Gen-
eral Corporation Law which provides for indemnification of
directors and officers in certain circumstances. Article Nine
of the Restated Certificate of Incorporation of the Registrant
provides the following:
9.01 Elimination of Certain Liability of Directors.
A Director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except for liability
(i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Dela-
ware General Corporation Law, or (iv) for any transaction from
which the Director derived an improper personal benefit. If
the Delaware General Corporation Law is amended after approval
by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability
of directors, then the liability of a director of the corpora-
tion shall be eliminated or limited to the fullest extent per-
mitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely
affect any right or protection of a Director of the corporation
existing at the time of such repeal or modification.
II-1
<PAGE>
<PAGE>
9.02 Indemnification and Insurance.
(a) Right to Indemnification. Each person who was
or is made party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "pro-
ceeding"), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a Direc-
tor or officer of the Corporation or while serving as a Direc-
tor or officer of the Corporation is or was also serving at the
request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint ven-
ture, trust or other enterprise, including service with respect
to employee benefit plans, shall be indemnified and held harm-
less by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permit-
ted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to
be a Director or officer, and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph (b) hereof, the Corpora-
tion shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section shall be a
contract right (which may not be reduced or limited by any
repeal or modification of this Section 9.02) and shall include
the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final dispo-
sition; provided, however, that, if the Delaware General Corpo-
ration Law requires, the payment of such expenses incurred by a
Director or officer in his or her capacity as a Director or
officer (and not in any other capacity in which service was or
is rendered by such person while a Director or officer, includ-
ing, without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking,
by or on behalf of such Director or officer, to repay all
amounts so advanced if it shall ultimately be determined that
such Director or officer is not entitled to be indemnified
under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to
II-2
<PAGE>
<PAGE>
employees and agents of the Corporation with the same scope and
effect as the foregoing indemnification of Directors and offic-
ers.
(b) Right of Claimant to Bring Suit. If a claim
under paragraph (a) of this Section is not paid in full by the
Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertak-
ing, if any is required, has been tendered to the Corporation)
that the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law
for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the com-
mencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware Gen-
eral Corporation Law nor an actual determination by the Corpo-
ration (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met
the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indem-
nification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in
this Section shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agree-
ment, vote of stockholders or disinterested Directors or other-
wise.
(d) Insurance. The Corporation may maintain insur-
ance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another corpo-
ration, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss whether or not the
Corporation would have the power to indemnify such person
against such expense, liability to or loss under the Delaware
General Corporation Law.
II-3
<PAGE>
<PAGE>
In addition, the Registrant maintains a directors'
and officers' liability insurance policy.
Item 16. Exhibits
Exhibit
Number Description of Exhibits
1.1 Form of Underwriting Agreement.*
1.2 Form of Agency Agreement.*
4.1 Form of Senior Indenture between American Stores
Company and The First National Bank of Chicago.*
4.2 Form of Subordinated Indenture.*
4.3 Credit Agreement dated as of September 1, 1988
among the Company, the banks listed therein and
Morgan Guaranty Trust Company of New York, as
Agent, together with Amendment No. 1 through
Amendment No. 5 thereto, (incorporated herein by
reference to Exhibit 10.1 to Form 8 filed by the
Registrant on July 12, 1991).
5 Opinion of Wachtell, Lipton, Rosen & Katz.*
12 Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of Ernst & Young, Independent Auditors.
23.2 Consent of Wachtell, Lipton, Rosen & Katz (con-
tained in the opinion filed as Exhibit 5 to this
Registration Statement).*
24 Power of Attorney.
25 Form T-1 Statement of Eligibility and Qualifica-
tion under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago.
* To be filed by amendment.
Note: No other long-term debt instrument issued by Ameri-
can Stores Company exceeds 10% of the consolidated assets
of American Stores Company and its subsidiaries. In ac-
cordance with paragraph 4(iii) of Item 601 of Regulation
S-K, American Stores Company will furnish to the Commis-
sion upon request copies of its long-term debt instruments
and related agreements.
II-4
<PAGE>
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales of the registered securities are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by Sec-
tion 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the regis-
tration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any mate-
rial change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the regis-
tration statement.
(2) That, for the purpose of determining any liabil-
ity under the Securities Act of 1993, each such post-
effective amendment shall be deemed to be a new registra-
tion statement relating to the securities offered therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the reg-
istrant's annual report pursuant to Section 13(a) or Sec-
tion 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relat-
ing to the securities offered therein, and the offering of
II-5
<PAGE>
<PAGE>
such securities at the time shall be deemed to be the ini-
tial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 15 above or otherwise, the
registrant has been advised that in the opinion of the Securi-
ties and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unen-
forceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the regis-
trant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted against the reg-
istrant by such director, officer or controlling person in con-
nection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appro-
priate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-6
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3, and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in Salt Lake City, Utah on the 18th day of February
1994.
AMERICAN STORES COMPANY
By: /s/ Victor L. Lund
Victor L. Lund
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board and February 18, 1994
L.S. Skaggs Director
/s/ Victor L. Lund President and Chief February 18, 1994
Victor L. Lund Executive Officer and
Director (Principal
Executive Officer)
* Executive Vice President February 18, 1994
Teresa Beck Administration and
Assistant Secretary
(Principal Financial
and Accounting Officer)
Director February , 1994
Henry I. Bryant
* Director February 18, 1994
Louis H. Callister
II-7
<PAGE>
<PAGE>
Director February , 1994
Arden B. Engebretsen
Director February , 1994
James B. Fisher
Director February , 1994
Fernando R. Gumucio
* Director February 18, 1994
Leon G. Harmon
Director February , 1994
John E. Masline
* Director February 18, 1994
Michael T. Miller
* Director February 18, 1994
L. Tom Perry
Director February , 1994
Barbara S. Preiskel
Director February , 1994
J. L. Scott
* Director February 18, 1994
Aline W. Skaggs
* Director February 18, 1994
Arthur K. Smith
*By: /s/ Victor L. Lund , as Attorney-in-Fact
Victor L. Lund
II-8
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description of Exhibits Number
1.1 Form of Underwriting Agreement*..................
1.2 Form of Agency Agreement*........................
4.1 Form of Senior Indenture between American
Stores Company and The First National
Bank of Chicago*.................................
4.2 Form of Subordinated Indenture*..................
4.3 Credit Agreement dated as of September 1,
1988 among the Company, the banks listed
therein and Morgan Guaranty Trust Company
of New York, as Agent, together with
Amendment No. 1 through Amendment No. 5
thereto, (incorporated herein by reference
to Exhibit 10.1 to Form 8 filed by the
Registrant on July 12, 1991).....................
5 Opinion of Wachtell, Lipton, Rosen & Katz*.......
12 Computation of Ratio of Earnings to
Fixed Charges....................................
23.1 Consent of Ernst & Young, Independent Auditors...
23.2 Consent of Wachtell, Lipton, Rosen &
Katz (contained in the opinion filed as
Exhibit 5 to this Registration Statement)*.......
24 Power of Attorney................................
25 Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture Act
of 1939, as amended, of The First National
Bank of Chicago..................................
* To be filed by amendment.
II-9
<PAGE>
Exhibit 12
<TABLE>
AMERICAN STORES COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
($ in thousands)
<CAPTION>
39 Weeks 39 Weeks Fiscal Year Ended
Ended Ended
10/30/93 10/31/92(1) 1/30/93(1) 2/01/92(1) 2/02/91(1) 2/03/90(1)(2) 1/28/89(3)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before income taxes
and before cumulative effect of
changes in accounting prinicples $273,020 $208,744 $378,281 $438,468 $350,316 $241,180 $207,103
Fixed Charges (detail below) 217,672 241,535 311,937 371,056 456,992 501,627 370,729
Adjusted for:
Capitalized Interest (2,144) (1,433) (1,966) (4,003) (4,068) (7,067) (4,178)
Previously Capitalized Interest
Amortized during the period 934 981 1,288 1,488 1,426 1,297 1,110
________ ________ ________ ________ ________ ________ ________
Earnings $489,482 $449,827 $689,540 $807,009 $804,666 $737,037 $574,764
======== ======== ======== ======== ======== ======== ========
Interest Expense(4) $143,846 $163,635 $214,394 $265,098 $358,895 $401,914 $285,421
Capitalized Interest 2,144 1,433 1,966 4,003 4,068 7,067 4,178
Interest Factor for Rental Expense
of Operating Leases 71,682 76,467 95,577 101,955 94,029 92,646 81,130
________ ________ ________ ________ ________ ________ ________
Fixed Charges $217,672 $241,535 $311,937 $371,056 $456,992 $501,627 $370,729
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges 2.25 1.86 2.21 2.17 1.76 1.47 1.55
(1) Restated to reflect adoption of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
as if effective at the beginning of the fiscal year ended February 3, 1990.
(2) 53 Weeks. All other fiscal years presented are 52 weeks.
(3) The Company acquired Lucky Stores, Inc. on June 2, 1988.
(4) As reported in financial statements. Includes amortization of debt expense and interest on capital leases and is
net of capitalized interest.
</TABLE>
EXHIBIT 23.1
Consent of Ernst & Young, Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in this Registration Statement (Form S-3) and related
Prospectus of American Stores Company and to the incorporation
by reference therein of our report dated March 8, 1993, with
respect to the consolidated financial statements of American
Stores Company included in its Annual Report (Form 10-K) for
the fiscal year ended January 30, 1993, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Salt Lake City, Utah
February 18, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints
Victor L. Lund as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitu-
tion, for and on his or her behalf to execute, in any and all
capacities, and to file with the Securities and Exchange
Commission on behalf of American Stores Company under the
Securities Act of 1933, as amended, any and all Registration
Statements (including any and all amendments or post-
effective amendments thereto), with all exhibits thereto, and
other documents in connection therewith, pursuant to which up
to $800 million of American Stores Company debt securities
are to be sold.
In witness whereof, the undersigned have executed
this Power of Attorney on this 18th day of February, 1994.
Signature Title
/s/ L.S. Skaggs Chairman of the Board and
L.S. Skaggs Director
/s/ Teresa Beck Executive Vice President
Teresa Beck Administration and
Assistant Secretary
Director
Henry I. Bryant
/s/ Louis H. Callister Director
Louis H. Callister
Director
Arden B. Engebretsen
Director
James B. Fisher
Director
Fernando R. Gumucio
<PAGE>
<PAGE>
/s/ Leon G. Harmon Director
Leon G. Harmon
Director
John E. Masline
/s/ Michael T. Miller Director
Michael T. Miller
/s/ L. Tom Perry Director
L. Tom Perry
Director
Barbara S. Preiskel
Director
J. L. Scott
/s/ Aline W. Skaggs Director
Aline W. Skaggs
/s/ Arthur K. Smith Director
Arthur K. Smith
<PAGE>
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association
36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
AMERICAN STORES COMPANY
(Exact name of obligor as specified in its charter)
Delaware 87-0207226
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
709 East South Temple
Salt Lake City, Utah 84102
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE>
<PAGE>
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise corporate
trust powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations With the Obligor. If the obligor is an
affiliate of the trustee, describe each such
affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as
a part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section
321(b) of the Act.
-2-
<PAGE>
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, The First National Bank of
Chicago, a national banking association organized and existing
under the laws of the United States of America, has duly caused
this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Chicago and State of Illinois,on the 16th day of February,
1994.
The First National Bank of Chicago,
Trustee,
By /s/ R.D. MANELLA
R.D. Manella
Vice President
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference
to Exhibits bearing identical numbers in Item 12 of the Form
T-1 of The First National Bank of Chicago, filed as Exhibit
26(b) to the Registration Statement on Form S-3 of Dow Capital
B.V. and The Dow Chemical Company, filed with the Securities
and Exchange Commission on June 3, 1991 (Registration No.
33-36314).
-3-
<PAGE>
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
February 16, 1994
Securities and Exchange Commission,
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between
American Stores Company and The First National Bank of Chicago,
the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or
State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Very truly yours,
The First National Bank of Chicago
By /s/R.D. MANELLA
R.D. Manella
Vice President
-4-
<PAGE>
<PAGE>
EXHIBIT 7
A copy of the latest report of conditions of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
-5-
<PAGE>
<PAGE>
Legal Title of Bank: First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Call Date: 9/30/93 ST-BK: 17-1630 FFIEC 031
Page RC-1
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1993
All schedules are to be reported in thousands of dollars. Unless
otherwise indicated, report the amount
outstanding of the last business day of the quarter.
<TABLE>
Schedule RC--Balance Sheet
<CAPTION> Dollar Amounts in C400 [-
Thousands RCFD BIL MIL THOU
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule...
RCA-A):
a. Noninterest-bearing balances and currency and coin(1)........... 0081 6,140,040 1.a.
b. Interest-bearing balances(2).................................... 0071 6,078,671 1.b.
2. Securities (from Schedule RC-B)..................................... 0390 580,723 2
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:..........................................
a. Federal Funds sold............................................... 0276 3,134,457 3.a.
b. Securities purchased under agreements to resell.................. 0277 252,650 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)... RCFD 2122 13,404,247 4.a.
b. LESS: Allowance for loan and lease losses...................... RCFD 3123 343,005 4.b.
c. LESS: Allocated transfer risk reserve.......................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................ 2125 13,061,242 4.d.
5. Assets held in trading accounts................................. 2146 2,202,246 5.
6. Premises and fixed assets (including capitalized leases)........ 2145 500,925 6.
7. Other real estate owned (from Schedule RC-M).................... 2150 111,329 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).................................. 2130 14,491 8.
9. Customers' liability to this bank on acceptances outstanding.... 2155 552,637 9.
10. Intangible assets (from Schedule RC-M).......................... 2143 155,975 10.
11. Other assets (from Schedule RC-F)............................... 2160 2,847,290 11.
12. Total assets (sum of items 1 through 11)........................ 2170 35,632,676 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
-6-
<PAGE>
<PAGE>
Legal Title of Bank: First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Call Date: 9/30/93 ST-BK: 17-1630 FFIEC 031
Page RC-2
<TABLE>
Schedule RC-Continued
<CAPTION>
Dollar Amounts in
Thousands BIL MIL THOU
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................................ RCON 2200 14,261,174 13.a.
(1) Noninterest-bearing(1)................................. RCON 6631 6,124,322 13.a.(1)
(2) Interest-bearing....................................... RCON 6636 8,136,852 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)......................... RCFN 2200 10,168,389 13.b.
(1) Noninterest bearing.................................... RCFN 6631 2,339,236 13.b.(1)
(2) Interest-bearing....................................... RCFN 6636 7,829,153 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased.................................... RCFD 0278 2,411,666 14.a.
b. Securities sold under agreements to repurchase.............. RCFD 0279 7,738 14.b.
15. Demand notes issued to the U.S. Treasury....................... RCON 2840 102,420 15.
16. Other borrowed money........................................... RCFD 2850 1,871,318 16.
17. Mortgage indebtedness and obligations under capitalized
leases......................................................... RCFD 2910 267,000 17.
18. Bank's liability on acceptance executed and outstanding........ RCFD 2920 552,637 18.
19. Subordinated notes and debentures.............................. RCFD 3200 1,175,000 19.
20. Other liabilities (from Schedule RC-G)......................... RCFD 2930 2,196,402 20.
21. Total liabilities (sum of items 13 through 20)................. RCFD 2948 33,013,744 21.
22. Limited-Life preferred stock and related surplus............... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................. RCFD 3838 0 23.
24. Common stock................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)....... RCFD 3839 2,249,790 25.
26. a. Undivided profits and capital reserves..................... RCFD 3632 169,255 26.a.
b. LESS: Net unrealized loss on marketable equity securities.. RCFD 0297 0 26.b.
27. Cumulative foreign currency translation adjustments............ RCFD 3284 (971) 27.
28. Total equity capital (sum of items 23 through 27).............. RCFD 3210 2,618,932 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28).......................... RCFD 3300 35,632,676 29.
</TABLE>
-7-
<PAGE>
<PAGE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most comprehensive
level of auditing work performed for the bank by
independent external auditors as of any date
during 1992 ......RCFA 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with
generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm (may be required by state
chartering authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
-8-
<PAGE>
