424(b)(2)
Registration No. 33-52331
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 21, 1994)
[Logo]
American Stores Company
$200,000,000
7.40% Debentures due May 15, 2005
Interest payable May 15 and November 15
Issue Price 99.542%
Interest on the Debentures is payable semiannually on May 15 and
November 15 of each year, commencing November 15, 1995. The Deben-
tures will be unsecured obligations and will rank pari passu with
all other unsecured and unsubordinated debt. The Debentures are not
redeemable prior to maturity.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(1)(3)
Per Debenture 99.542% .650% 98.892%
Total $199,084,000 $1,300,000 $197,784,000
(1) Plus accrued interest, if any, from May 18, 1995 to the
date of delivery.
(2) The Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under
the Securities Act of 1933.
(3) Before deducting expenses payable by the Company estimated
at $400,000.
The Debentures are offered severally by the Underwriters, as
specified herein, subject to prior sale, when, as and if delivered
to and accepted by the Underwriters, and subject to approval of
certain matters by counsel. It is expected that delivery of the
Debentures will be made against payment therefor in immediately
available funds on or about May 18, 1995 at the offices of J.P.
Morgan Securities Inc., 60 Wall Street, New York, New York.
J.P. Morgan Securities Inc.
Lehman Brothers
Morgan Stanley & Co.
Incorporated
May 11, 1995<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE DEBENTURES OFFERED HEREBY OR OTHER SE-
CURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTH-
ERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COM-
MENCED, MAY BE DISCONTINUED AT ANY TIME.
____________________
TABLE OF CONTENTS
Prospectus Supplement
Page
The Company................................................. S-3
Use of Proceeds............................................. S-3
Ratio of Earnings to Fixed Charges.......................... S-3
Description of Debentures................................... S-3
Underwriting................................................ S-4
Legal Matters............................................... S-4
Experts..................................................... S-4
Prospectus
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 3
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 3
Description of Debt Securities.............................. 3
Plan of Distribution........................................ 11
Legal Matters............................................... 11
Experts..................................................... 12
S-2<PAGE>
THE COMPANY
General
American Stores Company is one of the nation's lead-
ing food and drug retailers with annual sales in its fiscal
year ended January 28, 1995 of approximately $18.4 billion.
The Company is principally engaged in a single industry seg-
ment, the retail sale of food and drug merchandise. The Com-
pany's food stores operate under the Lucky Stores, Jewel Food
Stores, Acme Markets, Jewel Osco and Super Saver names. The
Company's drug stores operate under the Osco Drug and Sav-on
names. As of January 28, 1995, the Company operated 1,597
stores in 26 states, including 149 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 Supplement include American Stores Company and its
subsidiaries unless the context otherwise requires.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will
be used to refinance a portion of approximately $293.5 million
aggregate principal amount of the Company's long-term indebt-
edness, having a weighted average interest rate of approxi-
mately 9.2%, which the Company repaid or redeemed over the last
twelve months. The refinancing of such long-term indebtedness
was temporarily funded through short-term variable rate bor-
rowings under the Company's principal bank credit agreement
(the "Credit Agreement"). The amount of outstanding debt bor-
rowed directly under the Credit Agreement, at a weighted aver-
age interest rate of 6.39%, was $660 million at May 10, 1995,
of which $77 million was owed to Morgan Guaranty Trust Company
of New York, the agent bank under the Credit Agreement. Morgan
Guaranty Trust Company of New York, a wholly-owned subsidiary
of J.P. Morgan & Co. Incorporated, is an affiliate of J.P.
Morgan Securities Inc., the lead manager of the offering.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Com-
pany for the fiscal year ended January 28, 1995 was 3.27. See
"Ratio of Earnings to Fixed Charges" in the Prospectus.
S-3<PAGE>
DESCRIPTION OF DEBENTURES
The following description of the particular terms of
the Debentures offered hereby (referred to in the Prospectus as
the "Offered Debt Securities") supplements the description of
the general terms and provisions of Debt Securities set forth
in the Prospectus, to which description reference is hereby
made. Capitalized terms used but not defined herein shall have
the meanings given to them in the Prospectus.
The Debentures will mature on May 15, 2005 and are
unsecured obligations of the Company. The Debentures will be
issued under the Senior Debt Indenture and will rank pari passu
with all other unsecured and unsubordinated debt of the Com-
pany. Each Debenture will bear interest at the rate of 7.40%
per annum from the date of issue, payable semi-annually on
May 15 and November 15 of each year, commencing November 15,
1995, to the person in whose name the Debenture (or any prede-
cessor Debenture) is registered at the close of business on the
May 1 or November 1 next preceding such interest payment date.
The Debentures will be issued only in fully registered form in
denominations of $1,000 or any integral multiple thereof.
The Debentures are not subject to redemption prior to
maturity and are not subject to any mandatory sinking fund
provisions.
Holders of the Debentures may present their Deben-
tures for payment of interest and principal, or for exchange or
transfer of the Debentures, at the office of the Trustee main-
tained at First Chicago Trust Company of New York located at 14
Wall Street, 8th Floor, New York, New York 10005.
Settlement by the purchasers of Debentures will be
made in immediately available funds. The Debentures will be
issued in the form of one or more fully registered securities,
representing the aggregate principal amount of the Debentures,
that will be deposited with, or on behalf of, The Depository
Trust Company (the "DTC"), and registered in the name of CEDE &
Co., the nominee of DTC. All payments by the Company to DTC of
principal and interest will be made in immediately available
funds.
As of January 28, 1995, the Company's subsidiaries
had approximately $3,612 million of debt and other obligations.
See "Description of Debt Securities -- General" in the Pros-
pectus.
S-4<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the
Underwriting Agreement dated May 11, 1995 (the "Underwriting
Agreement"), the Company has agreed to sell to each of the un-
derwriters named below (the "Underwriters"), and each of the
Underwriters has severally agreed to purchase, the principal
amount of Debentures set forth opposite its name below.
Principal
Amount of
Underwriter Debentures
J.P. Morgan Securities Inc................. $ 67,000,000
Lehman Brothers Inc........................ 66,500,000
Morgan Stanley & Co. Incorporated.......... 66,500,000
Total................................ $200,000,000
Under the terms and conditions of the Underwriting
Agreement, the Underwriters are committed to take and pay for
all the Debentures, if any are taken.
The Underwriters propose to offer the Debentures in
part directly to the public at the initial public offering
price set forth on the cover page of this Prospectus Supplement
and in part to certain securities dealers at such price less a
concession not to exceed .40% of the principal amount of the
Debentures. The Underwriters may allow, and such dealers may
reallow, a concession not to exceed .25% of the principal
amount of the Debentures to certain brokers and dealers. After
the Debentures are released for sale to the public, the offer-
ing price and other selling terms may from time to time be var-
ied by the Underwriters.
The Debentures are a new issue of securities with no
established trading market. The Underwriters have advised the
Company that they intend to make a market in the Debentures but
are not obligated to do so and may discontinue market making at
any time without notice. No assurance can be given as to li-
quidity of the trading market for the Debentures.
The Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The net proceeds from the sale of the Debentures are
expected to be used to reduce outstanding borrowings under a
Credit Agreement under which an affiliate of J.P. Morgan
Securities Inc. is the agent bank and a lender. See "Use of
S-5<PAGE>
Proceeds". Henry I. Bryant, a Managing Director of J.P. Morgan
& Co. Incorporated, the parent of J.P. Morgan Securities Inc.,
is a director of the Company.
In the ordinary course of their respective busi-
nesses, affiliates of the Underwriters have engaged, and may in
the future engage, in other commercial banking and investment
banking transactions with the Company and its affiliates.
LEGAL MATTERS
The legality of the Debentures is being passed upon
for the Company by Wachtell, Lipton, Rosen & Katz, New York,
New York. Certain legal matters in connection with the Deben-
tures are being passed upon for the Underwriters by Davis Polk
& Wardwell, 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 28, 1995
have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and in-
corporated 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 LLP 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.
S-6
