<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
--------------------
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): April 1, 1997
American Stores Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-5392 87-0207226
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
79 East South Temple
Salt Lake City, Utah 84102
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 539-0112
- --------------------------------------------------------------------------------
(Registrant's Telephone Number)
<PAGE>
Item 5. Other Events.
------------
The Registrant's Audited Consolidated Financial Statements as of
February 1, 1997, February 3, 1996 and January 28, 1995 and for each of the
three years in the period ended February 1, 1997, together with the report of
Ernst & Young LLP thereon, filed as exhibits hereto under Item 7 below, are
hereby incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
Exhibit 99.1 Registrant's Audited Consolidated Financial
Statements (incorporated by reference to the
financial statements appearing at pages F-1 to F-19
of Amendment No. 2 to the Registrant's Registration
Statement on Form S-3 (File No. 333-22701)).
Exhibit 23.1 Consent of Ernst & Young LLP, dated April 1, 1997.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 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.
AMERICAN STORES COMPANY
By /s/ Teresa Beck
------------------------------
Name: Teresa Beck
Title: Chief Financial
Officer
Dated: April 1, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Title
- ----------- -----
Exhibit 99.1 Registrant's Audited Consolidated Financial Statements
(incorporated by reference to the financial statements
appearing at pages F-1 to F-19 of Amendment No. 2 to the
Registrant's Registration Statement on Form S-3 (File
No. 333-22701)).
Exhibit 23.1 Consent of Ernst & Young LLP, dated April 1, 1997.
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the captions "Experts"
and "Selected Financial Data" in Amendment No. 2 to the Registration
Statement (Form S-3, No. 333-22701) and related Prospectuses of
American Stores Company ("Registration Statement") for the registration
of 17,719,096 shares of its common stock and to the incorporation by
reference therein of our report dated March 15, 1996, with respect to
the consolidated financial statements of American Stores Company
included in its Annual Report (Form 10-K) for the three years ended
February 3, 1996, filed with the Securities and Exchange Commission.
We also consent to the use of our report dated March 14, 1997 (except
for the Subsequent Events Note, as to which the date is March 28, 1997)
with respect to the consolidated financial statements of American
Stores Company for the year ended February 1, 1997 included in the
Registration Statement.
Ernst & Young LLP
Salt Lake City, Utah
April 1, 1997
