FORM 8-A/A
AMENDMENT NO. 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Stores Company
(Exact name of registrant as specified in its charter)
Delaware 87-0207226
(State of incorporation or organization) (IRS Employer Identification No.)
709 East South Temple, Salt Lake City, Utah 84102
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Philadelphia Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities To Be Registered.
On February 20, 1997, 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 and June 24, 1996 (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 provides that the execution, delivery and performance of the Stock
Purchase Agreement and the Registration Rights Agreement (as described below)
shall not cause Mr. L. S. Skaggs, his Affiliates and Associates, his heirs,
family and any trust or foundation to which he or members of his family has
transferred or may transfer common stock of the Company to become an "Acquiring
Person" as defined in the Rights Agreement.
The Amendment was adopted in connection with a Stock Purchase Agreement (the
"Stock Purchase Agreement") entered into on February 20, 1997 with members of
the family of L. S. Skaggs and certain Skaggs family and charitable trusts
(collectively, the "Initial Sellers") for the repurchase by the Company of
12,222,222 shares of its common stock from the Initial Sellers for $45 per
share, the closing price of the Company's common stock on the New York Stock
Exchange on such date.
On February 20, 1997, the Company also entered into a Registration Rights
Agreement (the "Registration Rights Agreement") with the Initial Sellers
pursuant to which, among other things, the Company has agreed to file a
registration statement to enable the Initial Sellers and certain other
shareholders to sell between 14.7 million and 16.4 million additional shares of
common stock of the Company in a secondary offering as promptly as practicable.
The following is a description of the Company's Rights Agreement, as amended.
On March 8, 1988, the Board of Directors of American Stores Company (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, $1 par value per share (the "Common
Shares"), of the Company. The dividend was paid on March 18, 1988 (the "Record
Date") to the record holders of Common Shares on that date. Each Right
originally entitled the registered holder to purchase from the Company one one-
hundredth of a share of Series A Junior Participating Preferred Stock, $1 par
value per share (the "Series A Preferred Shares"), of the Company, at a price of
$250 per one one-hundredth of a Series A Preferred Share (the "Purchase Price"),
subject to adjustment. As a result of the stock splits, each Right currently
entitles the registered holder to purchase one four-hundredth of a Series A
Preferred Share at a price of $62.50 per one four-hundredth of a Series A
Preferred Share. The description and terms of the Rights are set forth in a
Rights Agreement, as amended (the "Rights Agreement"), between the Company and
First Chicago Trust Company of New York, formerly Morgan Shareholder Services
Trust Company, as Rights Agent.
The Rights are represented by the certificates for Common Shares and are not
exercisable or transferable apart from the Common Shares until the earlier to
occur of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (other than (A) the Company, (B) a majority
owned subsidiary of the Company, (C) an employee benefit plan of the Company or
any majority owned subsidiary of the Company, or (D) an entity holding Common
Shares for or pursuant to the terms of such a plan) (an "Acquiring Person") has
acquired beneficial ownership of 10% or more of the outstanding Common Shares
(unless the Board of Directors determines in good faith that a person or group
of persons who would otherwise be an Acquiring Person has become such
inadvertently and that person divests as promptly as practicable a sufficient
number of Common Shares so that such person would no longer be an Acquiring
Person) or (ii) 10 days following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of affiliated or
associated persons of 10% or more of such outstanding Common Shares (the earlier
of such dates being called the "Distribution Date"). The Rights Agreement
provides that Mr. L.S. Skaggs, his Affiliates and Associates, his heirs, family,
and any trust or foundation to which he or members of his family has transferred
or may transfer Common Shares shall not be deemed to be an Acquiring Person
unless such entities shall increase their aggregate beneficial ownership of the
Common Shares (other than as a result of (1) an acquisition of Common Shares by
the Company or (2) the execution, delivery and performance of the Stock Purchase
Agreement and Registration Rights Agreement, each dated as of February 20, 1997,
by and among the Company, Mr. L. S. Skaggs, his wife and certain stockholders
listed on Schedule 1 or 2 to the Stock Purchase Agreement) to an amount greater
than the sum of (x) the lowest aggregate beneficial ownership held by such
entities as a percentage of the outstanding Common Shares as of any date on or
after June 21, 1996 plus (y) 1%.
The Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and such separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 18, 1998 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Series A
Preferred Shares, (ii) upon the grant to holders of the Series A Preferred
Shares of certain rights or warrants to subscribe for or purchase Series A
Preferred Shares at a price, or securities convertible into Series A Preferred
Shares with a conversion price, less than the current market price of the Series
A Preferred Shares or (iii) upon the distribution to holders of the Series A
Preferred Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Series A Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the fractions of a Series A Preferred Share
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
Series A Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Series A Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 400 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Series A Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 400 times the payment made per
Common Share. Each Series A Preferred Share will have 400 votes, voting
together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Series A Preferred Share will be entitled to receive 400 times the amount
received per Common Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Series A Preferred Shares' dividend, liquidation
and voting rights, the value of the one four-hundredth interest in a Series A
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired by any person in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold to any person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right. In the
event that any person becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise (i) that number of Common Shares having a market value
of two times the exercise price of the Right, or (ii) a Common Stock equivalent
preferred stock if the Company is not able to authorize sufficient shares of
Common Stock after making a good faith effort to do so.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by any person or group of affiliated or associated persons of
beneficial ownership of 50% or more of the outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than Rights owned by
an Acquiring Person which have become void), in whole or in part, at an exchange
ratio of one Common Share, or one four-hundredth of a Series A Preferred Share
(or of a share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Series A Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Series A
Preferred Share, which may, at the election of the Company, be evidenced by
depository receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Series A Preferred Shares on the last trading
day prior to the date of exercise.
At any time prior to a person becoming an Acquiring Person, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.0025 per Right (the "Redemption Price"). Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the Company
without the consent of the holders of the Rights, except that from and after
such time as any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at $.0025
per Right prior to the time that there is an Acquiring Person.
The Rights Agreement, dated as of March 8, 1988, between the Company and First
Chicago Trust Company of New York, formerly Morgan Shareholder Services Trust
Company, as Rights Agent, specifying the terms of the Rights (including a
summary of the Rights as an exhibit thereto), the press release announcing the
declaration of the Rights, the Amendment to the Rights Agreement dated as of
March 20, 1990, the Second Amendment to the Rights Agreement dated as of June
24, 1996, the Third Amendment to Rights Agreement dated as of February 20, 1997
and the Certificates of Adjustment dated as of June 28, 1991, and April 21,
1994, respectively, are attached hereto as exhibits and are incorporated herein
by reference. The foregoing description of the Rights is qualified by reference
to such exhibits.
Item 2. Exhibits. The following items are filed as exhibits to the
Registration Statement.
Exhibit No. Description of Document Location
1. Rights Agreement (the "Rights Agreement") Original Filing
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.
2. Press Release dated March 8, 1988. Original Filing
3. Amendment to the Rights Agreement dated Amendment No. 1
as of March 20, 1990.
4. Certificate of Adjustment to the Rights Amendment No. 2
Agreement dated as of June 28, 1991.
5. Certificate of Adjustment to the Rights Amendment No. 3
Agreement dated as of April 21, 1994.
6. Second Amendment to Rights Agreement Amendment No. 4
Amendment No. 4 dated as of June 24, 1996.
7. Third Amendment to Rights Agreement This Amendment
dated as of February 20, 1997. Page 7
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN STORES COMPANY
By:
Name: Mark N. Schneider
Title: Vice President, Assistant General Counsel and Assistant Secretary
Dated: February 25, 1997
EXHIBIT "7"
THIRD AMENDMENT TO RIGHTS AGREEMENT
THIRD AMENDMENT, dated as of February 20, 1997, to the Rights Agreement,
dated as of March 8, 1988, as amended March 20, 1990 and June 24, 1996 (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 Third 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. 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, family,
and any trust or foundation to which he or members of his family 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 (1) an acquisition of
Common Shares by the Company or (2) the execution, delivery and performance
of the Stock Purchase Agreement and Registration Rights Agreement, each
dated as of February 20, 1997, by and among the Company, Mr. L. S. Skaggs,
his wife and certain stockholders listed on Schedule 1 or 2 to the Stock
Purchase Agreement) 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%.
2. This Third 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.
3. This Third 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.
4. In all respects not inconsistent with the terms and provisions of this
Third Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and delivering this
Third 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.
5. If any term, provision, covenant or restriction of this Third
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 Third 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 Third Amendment to
be duly executed and attested, all as of the date and year first above written.
Attest: AMERICAN STORES COMPANY
By: /s/ Jack Lunt By: /s/ Teresa Beck
Sr. V. P. and Secretary Chief Financial Officer
Attest: FIRST CHICAGO TRUST
COMPANY OF NEW YORK
By: /s/ James Kuzmich By: /s/ Michael J. Kane
James Kuzmich Michael J. Kane
Customer Service Officer Assistant Vice President
