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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13 G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
AMERICAN STORES CO.
(NAME OF ISSUER)
Common Stock, $1.00 par value
(TITLE OF CLASS OF SECURITIES)
03009610-1
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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.)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 9.
SEC 1745 (10-88)
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03009610-1 13G PAGE 2 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM & CO.
74-1312679
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
6,338,734
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
7,466,100
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
7,466,100
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 03009610-1 13G PAGE 3 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 50,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
6,342,734
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 50,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
7,470,100
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
7,520,100
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Amendment No. 3 to Schedule 13(G)
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
American Stores Co.
Item 1(b) Address of Issuer's Principal Executive Office:
709 East South Temple
Salt Lake City, Utah 84102
Item 2(a) Name of Person Filing:
Fayez Sarofim & Co. and Fayez Sarofim
Item 2(b) Address of Principal Business Office, or if none, Residence:
2907 Two Houston Center
Houston, Texas 77010
Item 2(c) Citizenship:
U. S. A. (Fayez Sarofim & Co. is a Corporation incorporated in
Texas)
Item 2(d) Title of Class of Securities:
Common Stock, $1.00 par value
Item 2(e) CUSIP Number:
03009610-1
Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),:
Fayez Sarofim & Co. is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940. Fayez Sarofim is Chairman
of the Board and President, a director and owner of a majority of the
outstanding capital stock of Fayez Sarofim & Co. and may be
considered a parent holding company of Fayez Sarofim & Co. within the
meaning of Rule 13d-1(b)(1)(ii)(G).
4
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Item 4 Ownership as of December 31, 1994:
(a) Amount Beneficially Owned:
(i) 6,559,250 shares are held in investment advisory accounts managed
by Fayez Sarofim & Co. for numerous clients. Pursuant to its
investment advisory contract with its clients, Fayez Sarofim &
Co. has full investment discretion with respect to such
investment advisory accounts. However, Fayez Sarofim & Co. is
not the record owner of any of such shares as such shares are
held of record by the respective clients or by trustees or
custodians for such clients. The clients are entitled to the
economic benefits (dividend payments and sales proceeds) of
ownership of such shares. Each client also has the right to
terminate its investment advisory relationship with Fayez Sarofim
& Co. at any time. Because Fayez Sarofim & Co. has power to
dispose, or to direct the disposition of, such shares, it may be
deemed to be the beneficial owner of these shares for the
purposes of the Rule 13d-3 under the Securities Exchange Act of
1934. Because Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co., he may also be deemed to be
an indirect beneficial owner of these shares for the purposes of
Rule 13d-3.
(ii) 906,850 shares are held in investment advisory accounts managed
by Sarofim Trust Co., a wholly owned subsidiary of Fayez Sarofim
& Co., which is also an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940. Pursuant to
its investment advisory contracts with its clients, Sarofim Trust
Co. has full investment discretion with respect to such
investment advisory accounts. However, Sarofim Trust Co. is not
the record owner of any of such shares as such shares are held of
record by the respective clients or by trustees or custodians for
such clients. The clients are entitled to the economic benefits
of ownership of such shares. Each client also has the right to
terminate its investment advisory relationship with Sarofim Trust
Co. at any time. Because Sarofim Trust Co. has power to dispose,
or to direct the disposition of, such shares, it may be deemed to
be the beneficial owner of these shares for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim
& Co. and Mr. Sarofim as controlling persons of Sarofim Trust
Co., may be deemed to be indirect beneficial owners of these
shares for such purposes.
(iii) 50,000 shares are owned of record and beneficially by Fayez
Sarofim. Fayez Sarofim & Co. has no beneficial ownership of
these shares.
(iv) 4,000 shares are held in trusts with respect to which Mr. Sarofim
is one of several trustees. Fayez Sarofim & Co. has no
beneficial ownership of these shares. Also, Mr. Sarofim has no
beneficial interest in any of these trusts.
5
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Mr. Sarofim shares with the other trustees of such trusts the
power to vote and to dispose of these shares.
(v) 9,000 shares are owned of record and beneficially by Mr.
Sarofim's wife and children. Fayez Sarofim & Co. has no
beneficial ownership of these shares. Although Mr. Sarofim may
be deemed a beneficial owner of these shares for purposes of
Section 16(a) of the Securities Exchange Act of 1934, he
disclaims any power to vote or direct disposition of these
shares.
(b) Percent of Class:
(i) 4.6% -- as to shares held in accounts managed by Fayez Sarofim &
Co. with power to dispose, or to direct the disposition of such
shares.
(ii) 0.6% -- as to shares held in accounts managed by Sarofim Trust
Co. with power to dispose, or to direct the disposition of, such
shares.
(iii) 0.1% -- as to shares owned of record and beneficially by Fayez
Sarofim.
(iv) 0.0% -- as to shares held in trusts of which Mr. Sarofim is one
of several trustees.
(v) 0.0% -- as to shares owned of record and beneficially by Mr.
Sarofim's family.
(c) Number of shares as to which Fayez Sarofim & Co. has:
(i) sole power to vote or direct the vote: 0 shares.
(ii) shared power to vote or direct the vote: 6,338,734 shares. The
voting arrangements with respect to the securities held in the
various investment advisory accounts managed by Fayez Sarofim &
Co. or Sarofim Trust Co. vary. The contracts relating to certain
of the investment advisory accounts do not grant any power to
Fayez Sarofim & Co. or Sarofim Trust Co. to vote securities held
in such accounts. The contracts relating to other investment
advisory accounts provide that the securities held in such
investment advisory accounts will be voted in accordance with the
directions given by the investment adviser. All securities held
in investment advisory accounts are held of record by clients or
by trustees or custodians for clients of Fayez Sarofim & Co. or
Sarofim Trust Co. Proxies voting the shares are signed by the
client, the trustee or the custodian. Accordingly, it is
difficult to determine the extent of voting power possessed by
Fayez Sarofim & Co. It is believed, however, that of the
7,466,100 shares which Fayez Sarofim & Co. may be deemed to own
beneficially for purposes of Rule 13d-3, it may be deemed to
share voting power with respect to not more than 6,338,734 of
such shares. Such voting power may be deemed to be shared
6
<PAGE>
with Mr. Sarofim who may be deemed to share such power by virtue
of his control relationship with Fayez Sarofim & Co. and Sarofim
Trust Co. Such voting power may also be deemed to be shared with
trustees, other fiduciaries, clients or others in many cases.
(iii) sole power to dispose or direct the disposition of: 0 shares.
(iv) shared power to dispose or direct the disposition of: 7,466,100
shares. Such power may be deemed to be shared with Mr. Sarofim,
and also with Sarofim Trust Co. with respect to securities held
in accounts managed by Sarofim Trust Co.
(d) Number of shares as to which Fayez Sarofim has:
(i) sole power to vote or direct the vote: 50,000 shares.
(ii) shared power to vote or direct the vote: 6,342,734 shares. As
discussed above, the voting arrangements with respect to the
shares held in the various investment advisory accounts managed
by Fayez Sarofim & Co. or Sarofim Trust Co. vary. Fayez Sarofim
may be deemed to share the voting power possessed by Fayez
Sarofim & Co. or Sarofim Trust Co. with respect to the securities
held in such accounts by virtue of his control relationship to
such investment advisers. Accordingly, it is believed that of
the 7,470,100 shares which Mr. Sarofim may be deemed to own
beneficially for purposes of Rule 13d-3 (excluding the 50,000
shares which he holds for his own account and has the sole power
to vote but including the 4,000 shares held by trusts of which he
is one of several trustees), he may be deemed to share voting
power with respect to not more than 6,342,734 of such shares.
Such voting power may be deemed to be shared with Fayez Sarofim &
Co. with respect to securities held in investment advisory
accounts managed by Fayez Sarofim & Co. and may be deemed to be
shared with Fayez Sarofim & Co. and Sarofim Trust Co. with
respect to securities held in investment advisory accounts
managed by Sarofim Trust Co. In many cases where securities are
held in accounts managed by Fayez Sarofim & Co. or Sarofim Trust
Co., voting power may also be deemed to be shared with trustees,
other fiduciaries, clients of Fayez Sarofim & Co. or Sarofim
Trust Co., or others.
(iii) sole power to dispose or direct the disposition of: 50,000
shares.
(iv) shared power to dispose or direct the disposition of: 7,470,100
shares. Such power may be deemed to be shared with Fayez Sarofim
& Co. with respect to securities held in accounts managed by
Fayez Sarofim & Co., and with Fayez Sarofim & Co. and Sarofim
Trust Co. with respect to the securities held in accounts managed
by Sarofim Trust Co. and with other trustees of trusts of which
Mr. Sarofim is one of several trustees with respect to the
securities held in such trusts.
7
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
With respect to securities held in accounts managed by Fayez Sarofim &
Co. or held in accounts managed by Sarofim Trust Co., clients have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities. No one client has
such right with respect to more than five percent of the Class.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
As indicated in Item 3, Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co. and may be considered a parent
holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
8
<PAGE>
Signature.
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.
Date: February 14, 1995
FAYEZ SAROFIM & CO.
By /s/ Fayez Sarofim
_____________________________________
Signature Fayez Sarofim
Chairman of the Board and
President
Date: February 14, 1995
/s/ Fayez Sarofim
_______________________________________
Signature Fayez Sarofim
9
<PAGE>
AGREEMENT
The undersigned hereby agree in writing pursuant to the provisions of
Rule 13d-1(f) (1) (iii) under the Securities Exchange Act of 1934 that the
Schedule 13(G) to which this Agreement is attached is filed on behalf of each of
the undersigned.
FAYEZ SAROFIM & CO.
By /s/ Fayez Sarofim
_________________________________
Fayez Sarofim
Chairman of the Board and
President
By /s/ Fayez Sarofim
_________________________________
Fayez Sarofim
Dated: February 14, 1995
