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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
AMERICAN STORES COMPANY
(Name of Issuer)
COMMON STOCK ($1.00 PAR VALUE)
(Title of Class of Securities)
030096 10 1
(CUSIP Number)
Meredith M. Brown, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 23, 1996
(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 less than five percent 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).
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SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS SS.
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)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
22,679,556
8 SHARED VOTING POWER
2,060,570
9 SOLE DISPOSITIVE POWER
22,679,556
10 SHARED DISPOSITIVE POWER
2,060,570
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,740,126
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
ALINE W. SKAGGS
S.S. NO.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
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
185,452
8 SHARED VOTING POWER
2,060,570
9 SOLE DISPOSITIVE POWER
185,452
10 SHARED DISPOSITIVE POWER
2,060,570
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,246,022
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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This Amendment No. 5 to Schedule 13D amends the Schedule 13D
filed 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"), as previously amended. The filing of this Schedule 13D shall not be
construed as an admission that Lennie Sam Skaggs or Aline W. Skaggs (together,
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 5 of the Schedule 13D, "Interest in Securities of the
Issuer," is hereby restated in its entirety as set forth below:
Item 5. Interest in Securities of the Issuer:
(a) As of August 31, 1996, the Company had
outstanding 145,660,114 shares of Common Stock, $1.00 par value
per share, as reported in the Company's Form 10-Q for the quarter
ended August 3, 1996. On the date of this Amendment No. 5, Mr.
Skaggs may be deemed to be the beneficial owner of 22,679,556
shares of Common Stock held of record by the Trust, and Mrs.
Skaggs may be deemed to be the beneficial owner of 185,452 shares
of Common stock held of record by the Trust. Such shares
constitute approximately 15.7% of the total outstanding shares of
the Company's Common Stock.
Mr. and Mrs. Skaggs may also be deemed for purposes
of this filing to be the beneficial owners of 2,046,930 shares of
Common Stock owned by the ALSAM Foundation, a charitable
foundation (the "ALSAM Foundation"); and 13,640 shares of Common
Stock owned by the Skaggs Family Foundation for Roman Catholic
and Community Charities, a charitable foundation (the "Skaggs
Family Foundation"). Such shares represent approximately 1.4% of
the Company's outstanding shares. Mr. and Mrs. Skaggs are members
of the managing committee and the board of directors,
respectively, of such charitable foundations and, in these
fiduciary capacities, share voting and dispositive power with
respect to the shares of Common Stock owned by the foundations.
Mr. and Mrs. Skaggs do not have any pecuniary interest in the
shares owned by either of these foundations and each disclaims
beneficial ownership of such shares.
(b) The Trust holds of record 22,865,008 shares of
Common Stock. Pursuant to the Trust Agreement as amended to date,
during their respective lifetimes, Mr. Skaggs has sole voting and
dispositive power over the shares he beneficially owns (currently
22,679,556 shares), and Mrs. Skaggs has sole voting and
dispositive power over the shares she beneficially owns
(currently 185,452 shares). For purposes of this filing, Mr. and
Mrs. Skaggs may be deemed to have shared voting and dispositive
power with respect to the 2,046,930 shares owned by the ALSAM
Foundation and the 13,640 shares owned by the Skaggs Family
Foundation.
(c) On August 30, 1996, the Skaggs Institute for
Research (the "Skaggs Institute"), a charitable foundation of
which Mr. and Mrs Skaggs are members of the board of trustees,
sold 55,000 shares of Common Stock. On September 3, 1996, the
Trust transferred 300,000 shares
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of Common Stock to the Skaggs Family Foundation; those shares
were sold between September 6, 1996 and September 13, 1996. On
September 3, 1996, the Trust transferred 300,000 shares of Common
Stock to the Skaggs Institute; those shares were sold between
September 10, 1996 and September 16, 1996. On September 5, 1996,
the Trust transferred an aggregate of 650,000 shares of Common
Stock to three charitable remainder trusts; none of the Reporting
Persons has any sole or shared voting or dispositive power with
respect to such shares. In addition, the Skaggs Family Foundation
sold 313,600 shares of Common Stock between September 20, 1996
and September 23, 1996; and the Skaggs Institute sold 110,000
shares of Common Stock between September 23, 1996 and September
24, 1996.
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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: September 25, 1996.
/s/ Lennie Sam Skaggs
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LENNIE SAM SKAGGS, individually
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: September 25, 1996.
/s/ Aline W. Skaggs
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ALINE W. SKAGGS, individually
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