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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
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)
December 6, 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)
A GROUP* (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
18,492,195
8 SHARED VOTING POWER
4,691,930
9 SOLE DISPOSITIVE POWER
18,492,195
10 SHARED DISPOSITIVE POWER
4,691,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,184,125
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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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)
A GROUP* (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
4,691,930
9 SOLE DISPOSITIVE POWER
185,452
10 SHARED DISPOSITIVE POWER
4,691,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,877,382
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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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
SIX S RANCH, INC.
I.D. NO.: 82-0466253
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF (a)
A GROUP* (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
ID
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
20,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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This Amendment No. 6 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, Aline W. Skaggs or Six S
Ranch, Inc. (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 2 of the Schedule 13D, "Identity and Background," is hereby
amended to add the following information:
Six S Ranch, Inc. (the "Ranch"), a Utah corporation wholly
owned by the Trust, is principally engaged in ranching. The Ranch's
business address is 6190 So. Moffat Farm Lane, Salt Lake City, Utah
84121. During the last five years, the Ranch has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors, if any). During the last five years, the Ranch has not
been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or 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.
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. 6, Mr. Skaggs may be deemed to
be the beneficial owner of 18,492,195 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.
Mr. and Mrs. Skaggs may be deemed to share beneficial ownership of
20,000 shares owned by the Ranch. In the aggregate, such shares
constitute approximately 12.8% 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"); 675,000 shares of Common Stock owned by the Skaggs Family
Foundation for Roman Catholic and Community Charities, a charitable
foundation (the "Skaggs Family Foundation"); and 1,950,000 shares owned
by Skaggs Institute for research, a charitable foundation (the "Skaggs
Institute"). Such shares represent approximately 3.2% of the Company's
outstanding shares. Mr. and Mrs. Skaggs are members of the managing
committee, the board of trustees and the board of directors,
respectively, of such charitable foundations and, in these fiduciary
capacities, share voting and dispositive
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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 18,677,647 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 18,492,195 shares), and
Mrs. Skaggs has sole voting and dispositive power over the shares she
beneficially owns (currently 185,452 shares). Mr. and Mrs. Skaggs share
voting and dispositive power over the shares owned by the Ranch. 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, the 675,000 shares owned by the
Skaggs Family Foundation and the 1,950,000 shares owned by the Skaggs
Institute.
(c) Between October 9, 1996 and December 6, 1996, the Trust
transferred an aggregate of 712,361 shares of Common Stock to the
Skaggs Family Foundation. On November 5, 1996, the Trust transferred
20,000 shares of Common Stock to the Ranch. On December 6, 1996, the
Trust transferred 1,950,000 shares to the Skaggs Institute. On December
6, 1996, the Trust transferred an aggregate of 1,525,000 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.
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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: December 11, 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: December 11, 1996.
/s/ Aline W. Skaggs
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ALINE W. 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: December 11, 1996.
SIX S RANCH, INC.
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By: /s/ Michael T. Miller
Michael T. Miller
Vice President
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