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 17, 1997
AMERICAN STORES COMPANY
(Exact name of registrant as specified in charter)
Delaware 1-5392 87-0207226
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
709 East South Temple, 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.
At the Annual Meeting of Shareholders of American Stores Company held on June
17, 1997, the shareholders of the Company approved an amendment to Article THIRD
of the Company's Restated Certificate of Incorporation to permit the Company to
engage in any lawful business activity. The shareholders also approved an
amendment to Article FOURTH of the Company's Certificate of Incorporation
increasing the authorized common stock of the Company from 325 million shares to
700 million shares. A copy of the Certificate of Amendment to the Company's
Restated Certificate of Incorporation is attached hereto as Exhibit 1 and is
incorporated herein by reference.
At a meeting of the Board of Directors of the Company held on June 17, 1997
immediately following the Company's annual meeting of shareholders, the Board of
Directors of the Company declared a two-for-one stock split of the Company's
common stock to be effected in the form of a 100% stock distribution, payable
July 16, 1997 to shareholders of record on July 1, 1997. A copy of the
Company's press release dated June 17, 1997 announcing the stock split and
certain other actions taken by the Company's Board of Directors is attached
hereto as Exhibit 2 and is incorporated herein by reference.
In conjunction with the stock split, each Preferred Share Purchase Right issued
pursuant to the Rights Agreement dated March 8, 1988, as amended, between the
Company and First Chicago Trust Company of New York, will entitle the holder to
purchase, under certain circumstances, one eight-hundredth of a share of the
Company's Series A Junior Participating Preferred Stock at a price of $31.25.
The Rights are not presently exercisable and may be redeemed by the Board of
Directors of the Company for $.00125 per Right.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
1. Certificate of Amendment of Restated Certificate of Incorporation of
American Stores Company dated as of June 30, 1997.
2. Press Release dated June 17, 1997, issued by American Stores Company.
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 11, 1997
AMERICAN STORES COMPANY
By: /s/ Mark N. Schneider
Name: Mark N. Schneider
Title: Vice President,
Assistant General Counsel
and Assistant Secretary
EXHIBIT INDEX
Exhibit No. Title Sequentially Numbered Page
1. Certificate of Amendment of Restated 5
Certificate of Incorporation of American
Stores Company dated as of June 30, 1997.
2. Press Release dated June 17, 1997, issued by 7
American Stores Company.
EXHIBIT 1
THIRD AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF AMERICAN STORES COMPANY
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, American Stores Company (the `Company'') hereby adopts the following
Third Amendment to its Amended and Restated Certificate of Incorporation (the
`Third Amendment'').
1. The Amended and Restated Certificate of Incorporation (the
`Certificate of Incorporation'') is hereby amended by deleting Article THIRD in
its entirety and inserting the following in lieu thereof:
Article THIRD
Purposes
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
2. The Certificate of Incorporation is further amended by deleting Section
4.01 of Article FOURTH in its entirety and inserting the following in lieu
thereof:
4.01. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 710,000,000 consisting of
(a) 700,000,000 shares of Common Stock, par value $1 per share
(`Common Stock''), and
(b) 10,000,000 shares of Preferred Stock, par value $1 per share
(`Preferred Stock'').
3. By execution of this Third Amendment, the undersigned Vice President and
Secretary of the Company do hereby certify that the foregoing Third Amendment
was duly authorized and adopted in accordance with Section 242 of the General
Corporation Law of Delaware. Such officers further certify that this Third
Amendment was adopted and approved by the Company's Board of Directors and was
approved by the Company's shareholders at the annual meeting held on June 17,
1997, at which a total of 116,274,380 shares, or 85% of the 136,146,702 shares
outstanding on the record date for shareholders entitled to vote at the meeting,
were voted in favor of the amendment to Article THIRD, and 100,741,270 shares,
or 74% of the 136,146,702 shares outstanding, were voted in favor of the
amendment to Article FOURTH.
DATED as of the 30th day of June, 1997.
AMERICAN STORES COMPANY
By /s/ Mark N. Schneider
Mark N. Schneider, Vice President
By /s/ Mary V. Sloan
Mary V. Sloan, Secretary
EXHIBIT 2
Investor and Media Contact: Daniel J. Zvonek
Director - Investor and Public Relations
(801) 539-0112
FOR IMMEDIATE RELEASE
AMERICAN STORES COMPANY ANNOUNCES
2-FOR-1 STOCK SPLIT; RAISES DIVIDEND
Salt Lake City, Utah -- June 17, 1997 -- The Board of Directors of American
Stores Company (NYSE: ASC) today declared a 2-for-1 stock split on the company's
common stock, payable July 16, 1997 to shareholders of record on July 1, 1997.
The company currently has approximately 136.1 million shares of common stock
outstanding.
The Board of Directors also declared a quarterly dividend and increased the
dividend rate on the company's common stock to 18 cents per share ( 9 cents per
share post-split) from 16 cents per share ( 8 cents per share post-split). The
dividend is payable July 10, 1997 to shareholders of record on June 27, 1997.
