<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997
REGISTRATION NO. 333-
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMERICAN STORES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 87-0207226
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
709 EAST SOUTH TEMPLE
SALT LAKE CITY, UTAH 84102
(801) 539-0112
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICE)
----------------
KATHLEEN E. MCDERMOTT, ESQ.
CHIEF LEGAL OFFICER
AND ASSISTANT SECRETARY
AMERICAN STORES COMPANY
709 EAST SOUTH TEMPLE
SALT LAKE CITY, UTAH 84102
(801) 539-0112
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
ERIC S. ROBINSON, ESQ. WINTHROP B. CONRAD, JR., ESQ.
WACHTELL, LIPTON, ROSEN & KATZ DAVIS POLK & WARDWELL
51 WEST 52ND STREET 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10017
(212) 403-1000 (212) 450-4000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of these securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 33-52331
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) REGISTRATION FEE
- - --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities........ $50,000,000 100% $50,000,000 $15,152
</TABLE>
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(1) Estimated solely for the purpose of computing the registration fee.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both as promulgated under the Securities
Act of 1933, as amended. The contents of the Registration Statement on Form S-
3 (Reg. No. 33-52331) filed by American Stores Company (the "Company") with
the Securities and Exchange Commission on February 18, 1994, as amended, which
was declared effective by the Commission on November 21, 1994, are
incorporated herein by reference.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3, AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN SALT LAKE CITY, UTAH ON THIS 23RD DAY OF APRIL 1997.
American Stores Company
/s/ Victor L. Lund
By: _________________________________
VICTOR L. LUND
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Victor L. Lund Chairman of the April 23, 1997
- - ------------------------------------- Board, Chief
VICTOR L. LUND Executive Officer
and Director
(Principal
Executive Officer)
/s/ Teresa Beck Chief Financial April 23, 1997
- - ------------------------------------- Officer (Principal
TERESA BECK Financial and
Accounting Officer)
* Director April 23, 1997
- - -------------------------------------
PAMELA G. BAILEY
* Director April 23, 1997
- - -------------------------------------
HENRY I. BRYANT
* Director April 23, 1997
- - -------------------------------------
LOUIS H. CALLISTER
* Director April 23, 1997
- - -------------------------------------
ARDEN B. ENGEBRETSEN
<PAGE>
SIGNATURE TITLE DATE
* Director April 23, 1997
- - -------------------------------------
JAMES B. FISHER
* Director April 23, 1997
- - -------------------------------------
FERNANDO R. GUMUCIO
* Director April 23, 1997
- - -------------------------------------
LEON G. HARMON
* Director April 23, 1997
- - -------------------------------------
DONALD B. HOLBROOK
* Director April 23, 1997
- - -------------------------------------
JOHN E. MASLINE
* Director April 23, 1997
- - -------------------------------------
BARBARA S. PREISKEL
* Director April 23, 1997
- - -------------------------------------
J. L. SCOTT
* Director April 23, 1997
- - -------------------------------------
ARTHUR K. SMITH
/s/ Victor L. Lund
*By: ________________________________
VICTOR L. LUND,
AS ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
1.1 Form of Underwriting Agreement*
1.2 Form of Agency Agreement*
4.1 Form of Senior Indenture between American Stores Company and The First
National Bank of Chicago*
4.2 Credit Agreement ($1.5 billion five-year revolving credit facility)
dated as of March 28, 1997 among the Company, the banks listed therein
and Morgan Guaranty Trust Company of New York, as Agent**
4.3 Credit Agreement ($500 million 364-day revolving credit facility) dated
as of March 28, 1997 among the Company, the banks listed therein and
Morgan Guaranty Trust Company of New York, as Agent***
5 Opinion of Wachtell, Lipton, Rosen & Katz
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wachtell, Lipton, Rosen & Katz (contained in the opinion
filed as Exhibit 5)
24 Powers of Attorney
</TABLE>
- - --------
* Incorporated by reference to the like-numbered exhibit to the Company's
Registration Statement on Form S-3, as amended (Reg. No. 33-52331).
** Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended February 1, 1997.
*** Incorporated by reference to Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the year ended February 1, 1997.
<PAGE>
Exhibit 5
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
April 23, 1997
American Stores Company
709 East South Temple
Salt Lake City, UT 84102
Ladies and Gentlemen:
We have acted as special counsel to American Stores Company (the
"Company") in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") which is being filed with the Securities
and Exchange Commission, relating to the registration under the Securities Act
of 1933, as amended (the "Act"), pursuant to Rule 462(b) under the Act, of
$50,000,000 aggregate principal amount of debt securities (the "Debt
Securities") for an offering to be made on a delayed or continuous basis
pursuant to the provisions of Rule 415 under the Act.
In this connection, we have reviewed (i) the Restated Certificate of
Incorporation and By-Laws of the Company as currently in effect; (ii) the
Registration Statement; (iii) certain resolutions adopted or to be adopted by
the Board of Directors or the Pricing Committee of the Board of Directors of the
Company; (iv) the Senior Indenture between the Company and the First National
Bank of Chicago, dated as of May 1, 1995, under which the Debt Securities are
proposed to be issued; and (v) such other documents, records and papers as we
have deemed necessary or appropriate in order to give the opinions set forth
herein. We are familiar with the proceedings heretofore taken, and with the
additional proceedings proposed to be taken, by the Company in connection with
the authorization, registration, issuance and sale of the Debt Securities. We
<PAGE>
American Stores Company
April 23, 1997
Page 2
have, with your consent, relied as to factual matters on certificates or other
documents furnished by or representations of the Company or its officers and by
governmental authorities and upon such other documents and data that we have
deemed appropriate. We have assumed the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as copies.
We are not members of the Bar of any jurisdiction other than the State
of New York.
Based on such examination and review, and subject to the proposed
additional proceedings being taken as now contemplated prior to the issuance of
the Debt Securities and the terms of the Debt Securities being otherwise in
compliance with applicable law, in our opinion, the Debt Securities will, upon
the issuance and sale thereof in the manner referred to in the Registration
Statement, be legally issued and binding obligations of the Company in
accordance with their terms subject to the effects of (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting the rights of creditors generally or (ii) the application of general
principles of equity (regardless of whether enforcement is considered in
proceedings at law or in equity).
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm in the Prospectus that is a part of
the Registration Statement. In giving such consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
<PAGE>
EXHIBIT 12
AMERICAN STORES COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
In the computation of the ratio of earnings to fixed charges for the
Company, earnings consist of pre-tax income from continuing operations, plus
fixed charges (adjusted for capitalized interest). Fixed charges consist of
interest, whether expensed or capitalized (including the amortization of debt
expense), plus the amount of rental expense which is representative of the
interest factor in the particular case.
<TABLE>
<CAPTION>
FISCAL YEAR
-----------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Earnings before income
taxes.................. $ 504,552 $ 550,916 $ 606,263 $ 480,805 $ 378,281
Fixed charges (detail
below)................. 282,355 259,648 265,529 284,834 311,937
Adjusted for:
Capitalized interest.. (10,567) (8,542) (3,900) (3,416) (1,966)
Previously capitalized
interest amortized
during the period.... 1,612 1,231 1,269 1,246 1,288
--------- --------- --------- --------- ---------
Earnings................ $ 777,952 $ 803,253 $ 869,161 $ 763,469 $ 689,540
========= ========= ========= ========= =========
Interest expense........ $ 171,558 $ 159,545 $ 170,703 $ 189,773 $ 214,394
Capitalized interest.... 10,567 8,542 3,900 3,416 1,966
Interest factor for
rental expense of
operating leases....... 100,230 91,561 90,926 91,645 95,577
--------- --------- --------- --------- ---------
Fixed charges........... $ 282,355 $ 259,648 $ 265,529 $ 284,834 $ 311,937
========= ========= ========= ========= =========
Ratio of earnings to
fixed charges.......... 2.76 to 1 3.09 to 1 3.27 to 1 2.68 to 1 2.21 to 1
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
for the registration of $50,000,000 of the Company's Debt Securities of our
reports with respect to the consolidated financial statements of American
Stores Company (the "Company") which are incorporated by reference in the
Registration Statement (Form S-3, No. 33-52331) for the registration of
$800,000,000 of the Company's Debt Securities.
We also consent to the incorporation by reference in the Registration
Statement of the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 33-52331).
/s/ Ernst & Young LLP
Ernst & Young LLP
Salt Lake City, Utah
April 22, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of American Stores Company, a
Delaware corporation, do hereby constitute and appoint Victor L. Lund and
Teresa Beck, and each one of them, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the 1933 Act, and any rules or regulations or requirements of
the Commission in connection with any and all amendments to the American
Stores Company Registration Statement and any further amendments thereto.
Without limiting the generality of the foregoing power and authority, the
powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to any
and all amendments to such Registration Statement, to any and all further
amendments and supplements thereto, and to any and all instruments or
documents filed as part of or in conjunction with any such amendments to such
Registration Statement or further amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
SIGNATURES TITLE DATE
/s/ Victor L. Lund Chairman of the April 22, 1997
- - ------------------------------------- Board, Chief
VICTOR L. LUND Executive Officer
and Director
(Principal
Executive Officer)
/s/ Pamela G. Bailey Director April 22, 1997
- - -------------------------------------
PAMELA G. BAILEY
/s/ Henry I. Bryant Director April 22, 1997
- - -------------------------------------
HENRY I. BRYANT
/s/ Louis H. Callister Director April 22, 1997
- - -------------------------------------
LOUIS H. CALLISTER
/s/ Arden B. Engebretsen Director April 22, 1997
- - -------------------------------------
ARDEN B. ENGEBRETSEN
<PAGE>
SIGNATURES TITLE DATE
/s/ James B. Fisher Director April 22, 1997
- - -------------------------------------
JAMES B. FISHER
/s/ F. R. Gumucio Director April 22, 1997
- - -------------------------------------
F. R. GUMUCIO
/s/ Leon G. Harmon Director April 22, 1997
- - -------------------------------------
LEON G. HARMON
/s/ Donald B. Holbrook Director April 22, 1997
- - -------------------------------------
DONALD B. HOLBROOK
/s/ John E. Masline Director April 22, 1997
- - -------------------------------------
JOHN E. MASLINE
/s/ Barbara S. Preiskel Director April 22, 1997
- - -------------------------------------
BARBARA S. PREISKEL
/s/ J.L. Scott Director April 22, 1997
- - -------------------------------------
J.L. SCOTT
/s/ Arthur K. Smith Director April 22, 1997
- - -------------------------------------
ARTHUR K. SMITH
