FORM 8-A/A
AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Stores Company
(Exact name of registrant as specified in its charter)
Delaware 87-0207226
(State of incorporation or organization) (IRS Employer Identification No.)
709 East South Temple, Salt Lake City, Utah 84102
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Philadelphia Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities To Be Registered.
ON APRIL 21, 1994, AMERICAN STORES COMPANY (THE "COMPANY") EFFECTED A TWO-
FOR-ONE STOCK SPLIT IN THE FORM OF A 100% STOCK DISTRIBUTION TO SHAREHOLDERS
OF RECORD ON APRIL 7, 1994. THE COMPANY HAD PREVIOUSLY EFFECTED A TWO-FOR-
ONE STOCK SPLIT ON JULY 16, 1991, TO SHAREHOLDERS OF RECORD ON JULY 1, 1991.
THE FOLLOWING DESCRIPTION OF THE COMPANY'S PREFERRED SHARE PURCHASE RIGHTS
GIVES EFFECT TO THE ADJUSTMENTS RESULTING FROM SUCH STOCK SPLITS.
On March 8, 1988, the Board of Directors of American Stores Company (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, $1 par value per share
(the "Common Shares"), of the Company. The dividend was paid on March 18,
1988 (the "Record Date") to the record holders of Common Shares on that date.
Each Right originally entitled the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, $1 par value per share (the "Series A Preferred Shares"), of
the Company, at a price of $250 per one one-hundredth of a Series A
Preferred Share (the "Purchase Price"), subject to adjustment. As a result
of the stock splits, each Right currently entitles the registered holder to
purchase one four-hundredth of a Series A Preferred Share at a price of
$62.50 per one four-hundredth of a Series A Preferred Share. The description
and terms of the Rights are set forth in a Rights Agreement, as amended (the
"Rights Agreement"), between the Company and First Chicago Trust Company of
New York, formerly Morgan Shareholder Services Trust Company, as Rights
Agent.
The Rights are represented by the certificates for Common Shares and are not
exercisable or transferable apart from the Common Shares until the earlier to
occur of (i) 10 days following a public announcement that a person or group
of affiliated or associated persons (other than (A) the Company, (B) a
majority owned subsidiary of the Company, (C) an employee benefit plan of the
Company or any majority owned subsidiary of the Company, (D) an entity
holding Common Shares for or pursuant to the terms of such a plan or (E) Mr.
L. S. Skaggs, his affiliates and associates, his heirs and any trust or
foundation to which he has transferred or may transfer Common Shares (an
"excepted person")) (an "Acquiring Person") has acquired beneficial ownership
of 20% or more of the outstanding Common Shares (unless the Board of
Directors determines in good faith that a person or group of persons who
would otherwise be an Acquiring Person has become such inadvertently and that
person divests as promptly as practicable a sufficient number of Common
Shares so that such person would no longer be an Acquiring Person) or (ii) 10
days following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of affiliated or associated
persons (other than an excepted person) of 20% or more of such outstanding
Common Shares (the earlier of such dates being called the "Distribution
Date").
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares outstanding as of the Record Date, even without such
notation or a copy of the Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 18, 1998 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Series A Preferred Shares, (ii) upon the grant to holders of the Series A
Preferred Shares of certain rights or warrants to subscribe for or purchase
Series A Preferred Shares at a price, or securities convertible into Series A
Preferred Shares with a conversion price, less than the then current market
price of the Series A Preferred Shares or (iii) upon the distribution to
holders of the Series A Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Series A Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the fractions of a Series A Preferred
Share issuable upon exercise of each Right are also subject to adjustment in
the event of a stock split of the Common Shares or a stock dividend on the
Common Shares payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case, prior to the
Distribution Date.
Series A Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Series A Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per Common Share.
In the event of liquidation, the holders of the Series A Preferred Shares
will be entitled to a minimum preferential liquidation payment of $100 per
share but will be entitled to an aggregate payment of 100 times the payment
made per Common Share. Each Series A Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Series A Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Series A Preferred Shares' dividend, liquidation
and voting rights, the value of the one four-hundredth interest in a Series A
Preferred Share purchasable upon exercise of each Right should approximate
the value of one Common Share.
In the event that the Company is acquired by any person (other than an
excepted person) in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold to any person
(other than an excepted person), proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number
of shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right. In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise (i) that number of
Common Shares having a market value of two times the exercise price of the
Right, or (ii) a Common Stock equivalent preferred stock if the Company is
not able to authorize sufficient shares of Common Stock after making a good
faith effort to do so.
At any time after the acquisition by a person or group of affiliated or
associated persons (other than an excepted person) of beneficial ownership of
20% or more of the outstanding Common Shares and prior to the acquisition by
any person or group of affiliated or associated persons (other than an
excepted person) of beneficial ownership of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by an Acquiring Person which have become void), in
whole or in part, at an exchange ratio of one Common Share, or one one-
hundredth of a Series A Preferred Share (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Series A Preferred Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of a
Series A Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Series A Preferred Shares on
the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons (other than an excepted person) of beneficial ownership of
20% or more of the outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.0025
per Right (the "Redemption Price"). Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 20% to
not less than the greater of (i) in excess of the largest percentage of the
Outstanding Common Shares then known to the Company to be beneficially owned
by any Person (other than an excepted person) and (ii) 10%, except that from
and after such time as any person becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be
redeemed by the Company at $.0025 per Right prior to the time that there is
an Acquiring Person.
The Rights Agreement, dated as of March 8, 1988, between the Company and
First Chicago Trust Company of New York, formerly Morgan Shareholder Services
Trust Company, as Rights Agent, specifying the terms of the Rights (including
a summary of the Rights as an exhibit thereto), the press release announcing
the declaration of the Rights, the Amendment to the Rights Agreement dated as
of March 20, 1990, and the Certificates of Adjustment dated as of June 28,
1991, and April 21, 1994, respectively, are attached hereto as exhibits and
are incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to such exhibits.
Item 2. Exhibits. The following items are filed as exhibits to the
Registration Statement.
Exhibit No. Description of Document Location
1. Rights Agreement (the "Rights Agreement") Original Filing
dated as of March 8, 1988, between American
Stores Company and Morgan Shareholder
Services Trust Company (now named First
Chicago Trust Company of New York), as
Rights Agent.
2. Press Release dated March 8, 1988. Original Filing
3. Amendment to the Rights Agreement dated Amendment No. 1
as of March 20, 1990.
4. Certificate of Adjustment to the Rights Amendment No. 2
Agreement dated as of June 28, 1991.
5. Certificate of Adjustment to the Rights This Amendment
Agreement dated as of April 21, 1994. Page 6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN STORES COMPANY
By: /s/ Kathleen E. McDermott
Name: Kathleen E. McDermott
Title: Executive Vice President and General Counsel
Dated: May 16, 1994
Exhibit 4.
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to Section 12 of the Rights Agreement, dated as
of March 8, 1988, as amended March 20,1990, between American Stores Company,
a Delaware corporation (the "Company"), and First Chicago Trust Company of
New York (the "Rights Agent") that:
I. Statement of Facts.
On March 21, 1994, the Company's Board of Directors declared a two-for-one
split of the shares of the Company's Common Stock, par value $1.00 per share
(the "Common Shares"), to be effected in the form of a 100% stock
distribution (the "Distribution") on April 21, 1994 to holders of record of
the Company's issued Common Shares on April 7, 1994. The Company previously
declared a two-for-one split on July 16, 1991, to holders of record on July
1, 1991, and the Rights and Redemption Price were adjusted pursuant to a
Certificate of Adjustment dated July 16, 1991.
II. Adjustments Pursuant to Rights Agreement.
Pursuant to the provisions of Sections 11(n) and 23(b) of the Rights
Agreement, certain adjustments to the fractions of a Preferred Share (as
defined in the Rights Agreement) purchasable upon proper exercise of each
Right (as defined in the Rights Agreement) and to the Redemption Price (as
defined in the Rights Agreement) shall be effected as of April 21, 1994, as
set forth below:
1. Pursuant to Section 11(n) of the Rights Agreement, the Rights are
adjusted so that each Right shall, upon proper exercise, entitle the holder
to purchase one four-hundredth of a fully paid non-assessable share of Series
A Junior Participating Preferred Stock.
2. Pursuant to Section 23(a) of the Rights Agreement, the Redemption Price
is adjusted to $0.0025 per Right.
Dated effective this 21st day of April, 1994.
AMERICAN STORES COMPANY
By: /s/ Jack Lunt
Name: Jack Lunt
Title: Secretary<PAGE>
FORM 8-A/A
AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Stores Company
(Exact name of registrant as specified in its charter)
Delaware 87-0207226
(State of incorporation or organization) (IRS Employer Identification No.)
709 East South Temple, Salt Lake City, Utah 84111-1802
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Philadelphia Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities To Be Registered.
ON APRIL 21, 1994, AMERICAN STORES COMPANY (THE "COMPANY") EFFECTED A TWO-
FOR-ONE STOCK SPLIT IN THE FORM OF A 100% STOCK DISTRIBUTION TO SHAREHOLDERS
OF RECORD ON APRIL 7, 1994. THE COMPANY HAD PREVIOUSLY EFFECTED A TWO-FOR-
ONE STOCK SPLIT ON JULY 16, 1991, TO SHAREHOLDERS OF RECORD ON JULY 1, 1991.
THE FOLLOWING DESCRIPTION OF THE COMPANY'S PREFERRED SHARE PURCHASE RIGHTS
GIVES EFFECT TO THE ADJUSTMENTS RESULTING FROM SUCH STOCK SPLITS.
On March 8, 1988, the Board of Directors of American Stores Company (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, $1 par value per share
(the "Common Shares"), of the Company. The dividend was paid on March 18,
1988 (the "Record Date") to the record holders of Common Shares on that date.
Each Right originally entitled the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, $1 par value per share (the "Series A Preferred Shares"), of
the Company, at a price of $250 per one one-hundredth of a Series A
Preferred Share (the "Purchase Price"), subject to adjustment. As a result
of the stock splits, each Right currently entitles the registered holder to
purchase one four-hundredth of a Series A Preferred Share at a price of
$62.50 per one four-hundredth of a Series A Preferred Share. The description
and terms of the Rights are set forth in a Rights Agreement, as amended (the
"Rights Agreement"), between the Company and First Chicago Trust Company of
New York, formerly Morgan Shareholder Services Trust Company, as Rights
Agent.
The Rights are represented by the certificates for Common Shares and are not
exercisable or transferable apart from the Common Shares until the earlier to
occur of (i) 10 days following a public announcement that a person or group
of affiliated or associated persons (other than (A) the Company, (B) a
majority owned subsidiary of the Company, (C) an employee benefit plan of the
Company or any majority owned subsidiary of the Company, (D) an entity
holding Common Shares for or pursuant to the terms of such a plan or (E) Mr.
L. S. Skaggs, his affiliates and associates, his heirs and any trust or
foundation to which he has transferred or may transfer Common Shares (an
"excepted person")) (an "Acquiring Person") has acquired beneficial ownership
of 20% or more of the outstanding Common Shares (unless the Board of
Directors determines in good faith that a person or group of persons who
would otherwise be an Acquiring Person has become such inadvertently and that
person divests as promptly as practicable a sufficient number of Common
Shares so that such person would no longer be an Acquiring Person) or (ii) 10
days following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of affiliated or associated
persons (other than an excepted person) of 20% or more of such outstanding
Common Shares (earlier of such dates being called the "Distribution Date").
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares outstanding as of the Record Date, even without such
notation or a copy of the Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 18, 1998 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Series A Preferred Shares, (ii) upon the grant to holders of the Series A
Preferred Shares of certain rights or warrants to subscribe for or purchase
Series A Preferred Shares at a price, or securities convertible into Series A
Preferred Shares with a conversion price, less than the then current market
price of the Series A Preferred Shares or (iii) upon the distribution to
holders of the Series A Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earning or dividends payable in Series A Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the fractions of a Series A Preferred
Share issuable upon exercise of each Right are also subject to adjustment in
the event of a stock split of the Common Shares or a stock dividend on the
Common Shares payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case, prior to the
Distribution Date.
Series A Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Series A Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per Common Share.
In the event of liquidation, the holders of the Series A Preferred Shares
will be entitled to a minimum preferential liquidation payment of $100 per
share but will be entitled to an aggregate payment of 100 times the payment
made per Common Share. Each Series A Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Series A Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Series A Preferred Shares' dividend, liquidation
and voting rights, the value of the one four-hundredth interest in a Series A
Preferred Share purchasable upon exercise of each Right should approximate
the value of one Common Share.
In the event that the Company is acquired by any person (other than an
excepted person) in merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold to any person
(other than an excepted person), proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number
of shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right. In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise (i) that number of
Common Shares having a market value of two times the exercise price of the
Right, or (ii) a Common Stock equivalent preferred stock if the Company is
not able to authorize sufficient shares of Common Stock after making a good
faith effort to do so.
At any time after the acquisition by a person or group of affiliated or
associated persons (other than an excepted person) of beneficial ownership of
20% or more of the outstanding Common Shares and prior to the acquisition by
any person or group of affiliated or associated persons (other than an
excepted person) of beneficial ownership of 50% or more of the outstanding
Common Share, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by an Acquiring Person which have become void), in
whole or in part, at an exchange ratio of one Common Share, or one one-
hundredth of a Series A Preferred Share (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Series A Preferred Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of a
Series A Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Series A Preferred Shares on
the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons (other than an excepted person) of beneficial ownership of
20% or more of the outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.0025
per Right (the "Redemption Price"). Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 20% to
not less than the greater of (i) in excess of the largest percentage of the
Outstanding Common Shares then known to the Company to be beneficially owned
by any Person (other than an excepted person) and (ii) 10%, except that from
and after such time as any person becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be
redeemed by the Company at $.0025 per Right prior to the time that there is
an Acquiring Person.
The Rights Agreement, dated as of March 8, 1988, between the Company and
First Chicago Trust Company of New York, formerly Morgan Shareholder Services
Trust Company, as Rights Agent, specifying the terms of the Rights (including
a summary of the Rights as an exhibit thereto), the press release announcing
the declaration of the Rights, the Amendment to the Rights Agreement dated as
of March 20, 1988, and the Certificates of Adjustment dated as of June 28,
1991, and April 24, 1994, respectively, are attached hereto as exhibits and
are incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to such exhibits.
Item 2. Exhibits. The following items are filed as exhibits to the
Registration Statement.
Exhibit No. Description of Document Location
1. Rights Agreement (the "Rights Agreement") Original Filing
dated as of March 8, 1988, between American
Stores Company and Morgan Shareholder
Services Trust Company (now named First
Chicago Trust Company of New York), as
Rights Agent.
2. Press Release dated March 8, 1988. Original Filing
3. Amendment to the Rights Agreement dated Amendment No. 1
as of March 20, 1990.
4. Certificate of Adjustment to the Rights Amendment No. 2
Agreement dated as of June 28, 1991.
5. Certificate of Adjustment to the Rights This Amendment
Agreement dated as of April 24, 1994. Page 6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN STORES COMPANY
By: /s/ Kathleen E. McDermott
Name: Kathleen E. McDermott
Title: Executive Vice President and General Counsel
Dated: May 16, 1994
Exhibit 4.
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to section 12 of the Rights Agreement, dated as
of March 8, 1988, as amended March 20,1990, between American Stores Company,
a Delaware corporation (the "Company"), and First Chicago Trust Company of
New York (the "Rights Agent") that:
I. Statement of Facts.
On March 21, 1994, the Company's Board of Directors declared a two-for-one
split of the shares of the Company's Common Stock, par value $1.00 per share
(the "Common Shares"), to be effected in the form of a 100% stock
distribution (the "Distribution") on April 21, 1994 to holders of record of
the Company's issued Common Shares on April 7, 1994. The Company previously
declared a two-for-one split on July 16, 1991, to holders of record on July
1, 1991, and the Rights and Redemption Price were adjusted pursuant to a
Certificate of Adjustment dated July 16, 1991.
II. Adjustments Pursuant to Rights Agreement.
Pursuant to the provisions of Sections 11(n) and 23(b) of the Rights
Agreement, certain adjustments to the fractions of a Preferred Share (as
defined in the Rights Agreement) purchasable upon proper exercise of each
Right (as defined in the Rights Agreement) and to the Redemption Price (as
defined in the Rights Agreement) shall be effected as of April 21, 1994, as
set forth below:
1. Pursuant to Section 11(n) of the Rights Agreement, the Rights are
adjusted so that each Right shall, upon proper exercise, entitle the holder
to purchase one four-hundredth of a fully paid non-assessable share of Series
A Junior Participating Preferred Stock.
2. Pursuant to Section 23(a) of the Rights Agreement, the Redemption Price
is adjusted to $0.0025 per Right.
Dated effective this 21st day of April, 1994.
AMERICAN STORES COMPANY
By: /s/ Jack Lunt
Name: Jack Lunt
Title: Secretary<PAGE>
