SEC 1746 (9-88) 9 of 10
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
AMERICAN STORES COMPANY
(Name of Issuer)
COMMON STOCK ($1.00 PAR VALUE)
(Title of Class of Securities)
030096 10 1
(CUSIP Number)
MARK N. SCHNEIDER, ESQ., 709 E. SOUTH TEMPLE, SALT LAKE CITY, UT 84102, (801)
539-4435
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
FEBRUARY 28, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ".
Check the following box if a fee is being paid with the statement ". (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 030096 10 1 PAGE 2 OF 10 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LENNIE SAM SKAGGS
S.S. NO.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
o
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
24,515,008
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
24,515,008
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,515,008
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
(See Instructions)*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.17%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 030096 10 1 PAGE 3 OF 10 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ALINE W. SKAGGS
S.S. NO.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) X
(B) O
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
O
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
24,515,008
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
24,515,008
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,515,008
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
O
(See Instructions)*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.17%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 030096 10 1 PAGE 4 OF 10 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALSAM TRUST
IRS NO.: 87 6197556
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
o
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
24,515,008
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,515,008
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
(See Instructions)*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.17%
14 TYPE OF REPORTING PERSON*
OO - TRUST
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on
January 15, 1992 by Lennie Sam Skaggs and Aline W. Skaggs, husband and wife, and
the ALSAM Trust, formerly called the Lennie Sam and Aline Wilmot Skaggs Family
Trust (the "Trust"). The filing of this Schedule 13D shall not be construed as
an admission that Lennie Sam Skaggs, Aline W. Skaggs or the Trust (collectively
the "Reporting Persons") are, for the purposes of section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owners of any
securities covered by this Schedule 13D.
Item 1. Security and Issuer
This report relates to the Common Stock, $1.00 par value, of American
Stores Company, a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 709 East South Temple, Salt Lake City,
Utah 84127-0447.
Item 2. Identity and Background
The Reporting Persons are Lennie Sam Skaggs and Aline W. Skaggs, who are
husband and wife, and the Trust, who together may be deemed a "group" for
purposes of section 13(d)(5) of the Securities Exchange Act of 1934, as amended.
The Reporting Persons share a business address, which is 757 East South Temple,
Suite 250, Salt Lake City, Utah 84102.
Mr. Skaggs' principal occupation is Chairman of the Board of the Company.
Mrs. Skaggs is a retired Director of the Company.
During the past five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, none of the Reporting Persons was a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree of final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Mr. and Mrs. Skaggs are citizens of the United States of America. The
Trust is organized under the laws of the State of Utah.
Item 3. Source and Amount of Funds or Other Considerations
The original filing on Schedule 13D resulted from the transfer of common
stock of the Company from a testamentary trust established by the father of Mr.
Skaggs to the Trust. No consideration was given by Mr. or Mrs. Skaggs or the
Trust for such transfer.
Item 4. Purpose of Transaction
The original filing on Schedule 13D resulted from the transfer of common
stock of the Company from a testamentary trust established by the father of Mr.
Skaggs to the Trust. The Reporting Persons have no plans or proposals which
relate to or would result in any of the items set forth in Item 4(a) through (j)
of Schedule 13D.
Item 5. Interest in Securities of Issuer
(a) As of November 26, 1994, the Company had outstanding 142,850,274
shares of Common Stock, $1.00 par value per share, as reported in the Company's
Quarterly Report on Form 10-Q for the Quarter Ended October 29, 1994. On the
date of this Schedule, the Reporting Persons may each be deemed to be the
beneficial owner of the 24,515,008 shares of Common Stock held of record by the
Trust. Such shares constitute 17.17% of the total outstanding shares of the
Company's Common Stock.
(b) Mr. and Mrs. Skaggs each have shared voting and shared dispositive
power with respect to the 24,515,008 shares held of record by the Trust. The
Trust has shared dispositive power with respect to the 24,515,008 shares it
holds of record.
(c) None.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to the Securities of the Issuer
The subject shares of the Company's common stock are held by the Trust
pursuant to the terms of a revocable trust agreement. Mr. and Mrs. Skaggs share
voting power over such shares subject to the right of each of them to revoke the
Trust and receive back the shares they originally contributed to the Trust.
Item 7. Material to be Filed as Exhibits
Exhibit A - Agreement of the Reporting Persons Relating to the Filing of
the Schedule 13D
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
DATED: February 28, 1995.
______________/s/________________________
LENNIE SAM SKAGGS, individually
38117-1
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
DATED: February 28, 1995.
_______________/s/____________________
ALINE W. SKAGGS, individually
38117-1
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
DATED: February 28, 1995.
THE ALSAM TRUST
BY:_____________/s/______________________
DON L. SKAGGS, Trustee
BY:_____________/s/________________________
MICHAEL T. MILLER, Trustee
BY:______________/s/________________________
GEORGE L. MOOSMAN, Trustee
38117-1
EXHIBIT A
AGREEMENT OF LENNIE SAM SKAGGS, ALINE W. SKAGGS AND THE ALSAM TRUST
As Part of
SCHEDULE 13D
Filed With the
SECURITIES AND EXCHANGE COMMISSION
BY
LENNIE SAM SKAGGS, ALINE W. SKAGGS
AND THE ALSAM TRUST
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended, each of the undersigned hereby agrees that the Schedule 13D, to which
this Agreement is attached as an exhibit, is filed on behalf of each of them.
This agreement may be executed in counterparts, all of which together shall be
deemed a single original.
Dated: February 28, 1995
_________________/s/______________________
LENNIE SAM SKAGGS, Individually
_________________/s/_______________________
ALINE W. SKAGGS, Individually
THE ALSAM TRUST
BY:______________/s/_____________________
DON L. SKAGGS, Trustee
BY:______________/s/_______________________
MICHAEL T. MILLER, Trustee
BY:______________/s/________________________
GEORGE L. MOOSMAN, Trustee
