SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 1996
AMERICAN STORES COMPANY
______________________________________________________________________________
(Exact name of registrant as specified in charter)
Delaware 1-5392 87-0207226
______________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
709 East South Temple Street, Salt Lake City, Utah 84102
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 539-0112
______________________________________________________________________________
Item 5 Other Events
On June 24, 1996, the Board of Directors of American Stores
Company (the "Company") approved an amendment (the "Amendment")
to the Rights Agreement dated as of March 8, 1988, as amended
March 20, 1990 (the "Rights Agreement"), between the Company and
Morgan Shareholder Services Trust Company (now named First
Chicago Trust Company of New York), as Rights Agent. The
Amendment reduces the ownership threshold at which the Rights are
triggered from 20% to 10%. The amended plan provides that the
rights are not triggered as a result of the current stock
ownership of Mr. L. S. Skaggs, his wife, and related trusts and
foundations or with respect to additional purchases of up to 1%
of the Company's shares by such entities.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
attached hereto as Exhibit 4 and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No. Title of Document
4. Second Amendment, dated as of June 24, 1996, to the Rights
Agreement, 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, as amended March 20, 1990.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: July 2, 1996
AMERICAN STORES COMPANY
By: /s/ Mark N. Schneider
Name Mark N. Schneider
Title: Vice President,
Asst. General Counsel and
Assistant Secretary
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Title Page
5
4. Second Amendment, dated as of June 24, 1996
to the Rights Agreement, 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, as amended March 20, 1990.
EXHIBIT "4"
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of June 24, 1996, to the
Rights Agreement, dated as of March 8, 1988, as amended March 20,
1990 (the "Rights Agreement"), between American Stores Company, a
Delaware corporation (the "Company"), and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement. Pursuant to
Section 27 of the Rights Agreement, the Company and the Rights
Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27
thereof. All acts and things necessary to make this Second
Amendment a valid agreement, enforceable according to its terms,
have been done and performed, and the execution and delivery of
this Second Amendment by the Company and the Rights Agent have
been in all respects duly authorized by the Company and the
Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby
amended by deleting each reference to "20%" and replacing it with "10%".
2. Clause (v) of Section 1(a) of the Rights Agreement
is hereby amended to read as follows:
(v) Mr. L.S. Skaggs, his Affiliates and Associates, his
heirs, and any trust or foundation to which he or his wife
has transferred or may transfer Common Shares of the Company
(collectively, "L.S. Skaggs") but the exception in this
clause (v) shall not be applicable if L.S. Skaggs shall
increase its aggregate Beneficial Ownership of the then
outstanding Common Shares (other than as a result of an
acquisition of Common Shares by the Company) to an amount
greater than the sum of (x) the lowest aggregate Beneficial
Ownership of L.S. Skaggs as a percentage of the outstanding
Common Shares as of any date on or after June 21, 1996 plus
(y) 1%.
3. Clause (ii) of Section 3(a) is hereby amended to
read as follows:
(ii) the tenth day after the date of the commencement by any
Person (other than (A) the Company, (B) any Subsidiary of
the Company, (C) any employee benefit plan of the Company or
of any Subsidiary of the Company or (D) any entity holding
Common Shares for or pursuant to the terms of any such plan)
of, or of the first public announcement of the intention of
any Person (other than (A) the Company, (B) any Subsidiary
of the Company, (C) any employee benefit plan of the Company
or of any Subsidiary of the Company or (D) any entity
holding Common Shares for or pursuant to the terms of any
such plan) to commence, a tender or exchange offer the
consummation of which would result in any Person becoming an
Acquiring Person (including any such date which is after the
date of this Agreement and prior to the issuance of the
Rights; the earlier of such dates being herein referred to
as the "Distribution Date"),
4. Section 13 of the Rights Agreement is hereby
amended by deleting the phrase "(other than L.S. Skaggs)" in
clauses (a) and (b) thereof and by deleting the phrase "or L.S.
Skaggs" in clause (c) thereof.
5. The last sentence of Section 24(a) of the Rights
Agreement is hereby amended to read as follows:
Notwithstanding the foregoing, the Board of Directors shall
not be empowered to effect such exchange at any time after
any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any
Subsidiary of the Company or any entity holding Common
Shares for or pursuant to the terms of any such plan),
together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common
Shares then outstanding.
6. This Second Amendment to the Rights Agreement shall
be governed by and construed in accordance with the laws of the
State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
7. This Second Amendment to the Rights Agreement may
be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute one
and the same instrument. Terms not defined herein shall, unless
the context otherwise requires, have the meanings assigned to
such terms in the Rights Agreement.
8. In all respects not inconsistent with the terms and
provisions of this Second Amendment to the Rights Agreement, the
Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Second Amendment,
the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
9. If any term, provision, covenant or restriction of
this Second Amendment to the Rights Agreement is held by a court
of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Second Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Second Amendment to be duly executed and attested, all as of the
date and year first above written.
Attest: AMERICAN STORES COMPANY
By: /s/ Kathleen E. McDermott By: /s/ Teresa Beck
Attest: FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By: /s/ Jim Kuzmich By: /s/ Thomas McDonough
