As filed with the Securities and Exchange Commission on May 22, 1997.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
709 East South Temple
Salt Lake City, Utah 84102
(Address of principal executive offices) (Zip Code)
AMERICAN STORES COMPANY
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
_________________________________
Kathleen E. McDermott, Esq.
Chief Legal Officer and Assistant Secretary
American Stores Company
709 East South Temple Street
Salt Lake City, Utah 84102
(801) 539-0112
(Name, address and telephone number of agent for service)
Copy to:
Eric S. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate Amount of
to be registered(1) be registered(2) per share(3) offering price(3) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 250,000 shares $45.75 $11,437,500 $3,465.91
</TABLE>
1. This Registration Statement also pertains to American Stores Company's
Preferred Share Purchase Rights (the "Rights"). Until the occurrence of
certain prescribed events, the Rights are not exercisable, are evidenced
by the certificates for the Common Stock and will be transferred along
with and only with such securities. Thereafter, separate Rights
certificates will be issued representing one Right for each share of
Common Stock held, subject to adjustment pursuant to anti-dilution
provisions.
2. Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.
3. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
the proposed maximum offering price per share and the registration fee are
based on the reported average of the high and low prices for the
Registrant's Common Stock on the New York Stock Exchange on May 20, 1997.<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS1
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been
filed by American Stores Company (the "Company") with the Secu-
rities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "1934
Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997 (the "1996 Annual Re-
port"), which incorporates by reference certain portions
of the Company's 1996 Annual Report to Shareholders and
the Company's Proxy Statement for its Annual Meeting of
Shareholders to be held on June 17, 1997.
2. All reports filed pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year
covered by the 1996 Annual Report, including the Company's
Current Reports on Form 8-K filed with the Commission pur-
suant to Section 13 or 15(d) of the 1934 Act dated
February 21, 1997, April 1, 1997 and April 3, 1997.
3. The description of the Company's Common Stock
contained on pages 25-27 of Amendment No. 2 to the
Company's Registration Statement on Form S-3 (Registration
No. 333-22701), dated April 1, 1997 (the "Form S-3").
All documents subsequently filed by the Company pur-
suant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act
prior to the filing of a post-effective amendment which indi-
cates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
1 This information is not required to be included in, and is
not incorporated by reference in, this Registration Statement.<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Kathleen E. McDermott, Chief Legal Officer for the
Company, who has rendered an opinion on the legality of the
securities being registered, is paid a salary by the Company,
is a participant in various employee benefit plans offered to
employees of the Company (including the plan under which the
securities being registered are to be issued) and owns Common
Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law Section 145 contains
provisions permitting and, in some situations, requiring Dela-
ware corporations, such as the Company, to provide indemnifica-
tion to their officers and directors for losses and litigation
expense incurred in connection with their service to the corpo-
ration in those capacities. The Company also maintains a di-
rectors' and officers' liability insurance policy.
Article Nine of the Restated Certificate of Incorpo-
ration of the Company provides the following:
9.01 Elimination of Certain Liability of Directors.
A Director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except for liability
(i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Dela-
ware General Corporation Law, or (iv) for any transaction from
which the Director derived an improper personal benefit. If
the Delaware General Corporation Law is amended after approval
by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability
of directors, then the liability of a director of the Corpora-
tion shall be eliminated or limited to the fullest extent per-
mitted by the Delaware General Corporation law, as so amended.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely
affect any right or protection of a Director of the Corporation
existing at the time of such repeal or modification.
9.02 Indemnification and Insurance.
(a) Right to Indemnification. Each person who was
or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "pro-
ceeding"), by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a Direc-
tor or officer of the Corporation or while serving as a Direc-
tor or officer of the Corporation is or was also serving at the
request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint ven-
ture, trust or other enterprise, including service with respect
to employee benefit plans, shall be indemnified and held harm-
less by the Corporation to the fullest extent authorized by the
Delaware General Corporation law, as the same exists or may
hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permit-
ted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys'
fees,
-2-<PAGE>
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indem-
nification shall continue as to a person who has ceased to be a
Director or officer, and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however,
that, except as provided in paragraph (b) hereof, the Corpora-
tion shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was au-
thorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section shall be a
contract right (which may not be reduced or limited by any
repeal or modification of this Section 9.02) and shall include
the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final dispo-
sition; provided, however, that, if the Delaware General Corpo-
ration Law requires, the payment of such expenses incurred by a
Director or officer in his or her capacity as a Director or
officer (and not in any other capacity in which service was or
is rendered by such person while a Director or officer, includ-
ing, without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be
made only upon delivery to the company of an undertaking, by or
on behalf of such Director of officer, to repay all amounts so
advanced if it shall ultimately be determined that such
Director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect as
the foregoing indemnification of Directors and officers.
(b) Right of Claimant to Bring Suit. If a claim
under paragraph (a) of this Section is not paid in full by the
Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General
Corporation law for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of such con-
duct set forth in the Delaware General Corporation Law nor an
actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indem-
nification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in
this Section shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agree-
ment, vote of stockholders or disinterested Directors or other-
wise.
-3-<PAGE>
(d) Insurance. The Corporation may maintain insur-
ance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another corpo-
ration, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss whether or not the
Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware Gen-
eral Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibits
4.1 American Stores Company 1997 Stock Plan for
Non-Employee Directors
5.1 Opinion of Counsel
24.1 Consent of Ernst & Young LLP, Independent
Auditors
24.2 Consent of Counsel (Contained in Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the regis-
tration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the reg-
istration statement;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the registration statement or any ma-
terial change to such information in the regis-
tration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in peri-
odic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.
-4-<PAGE>
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement relat-
ing to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable,
each filing of any employee benefit plan's annual report pursu-
ant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and con-
trolling persons of the registrant pursuant to the foregoing
provision, or otherwise, the registrant has been advised such
indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court or appro-
priate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
-5-<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-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Salt Lake City, State of Utah, on May 20, 1997.
AMERICAN STORES COMPANY
By:/s/ Teresa Beck
Teresa Beck, Chief Financial
Officer (Principal Financial
and Accounting Officer)
Power of Attorney
KNOW ALL MEN 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
Securities Act of 1933, and any rules or regulations or
requirements of the Commission in connection with this
Registration Statement. 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
this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this
Registration Statement or 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.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the fol-
lowing persons in the capacities and on the date indicated.
SIGNATURES TITLE DATE
/s/ Victor L. Lund Chairman of the Board, May 20, 1997
Victor L. Lund Chief Executive Officer
and Director (Principal
Executive Officer)<PAGE>
SIGNATURES TITLE DATE
/s/Teresa Beck Chief Financial Officer May 20, 1997
Teresa Beck (Principal Financial and
Accounting Officer)
/s/Pamela G. Bailey Director May 20, 1997
Pamela G. Bailey
/s/Henry I. Bryant Director May 20, 1997
Henry I. Bryant
/s/Louis H. Callister Director May 20, 1997
Louis H. Callister
/s/Arden B. Engebretsen Director May 20, 1997
Arden B. Engebretsen
/s/James B. Fisher Director May 20, 1997
James B. Fisher
/s/Fernando R. Gumucio Director May 20, 1997
Fernando R. Gumucio
/s/Leon G. Harmon Director May 20, 1997
Leon G. Harmon
/s/Donald B. Holbrook Director May 20, 1997
Donald B. Holbrook
/s/John E. Masline Director May 20, 1997
John E. Masline
/s/Barbara S. Preiskel Director May 20, 1997
Barbara S. Preiskel
/s/J. L. Scott Director May 20, 1997
J. L. Scott <PAGE>
/s/Arthur K. Smith Director May 20, 1997
Arthur K. Smith<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
4.1 American Stores Company 1997 Stock
Plan for Non-Employee Directors....... *
5.1 Opinion of Counsel....................
24.1 Consent of Ernst & Young LLP,
Independent Auditors..................
24.2 Consent of Counsel (contained in
Exhibit 5.1)
* Incorporated by reference from Exhibit C to the Company's
Proxy Statement dated May 2, 1997.
Exhibit 5.1
[American Stores Letterhead]
May 21, 1997
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Relating to American Stores 1997
Stock Plan for Non-Employee Directors
Ladies and Gentlemen:
I am Chief Legal Officer of American Stores Company,
a Delaware corporation (the "Company"). This opinion is being
delivered to you in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the shares
of Common Stock, par value $1.00 per share (the "Common
Stock"), issuable under the American Stores Company 1997 Stock
Plan for Non-Employee Directors (the "Plan"). I am a member of
the Bar of the District of Columbia.
I am generally familiar with the properties and
affairs of the Company (including the Plan). I have also exam-
ined those records I deemed necessary for the purpose of this
opinion. On that basis, I am of the opinion that the 250,000
shares of Common Stock of the Company when issued pursuant to
the terms of the Plan will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement of Form S-8 relating to
the Plan.
Very truly yours,
/s/Kathleen E. McDermott
Kathleen E. McDermott
Exhibit 24.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 333-00000) pertaining to
the American Stores Company 1997 Stock Plan for Non-Employee
Directors of our report dated March 14, 1997, except for the
Subsequent Events Note, as to which the date is April 8, 1997,
with respect to the consolidated financial statements of
American Stores Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended February 1, 1997 filed
with the Securities and Exchange Commission.
Ernst & Young LLP
Salt Lake City, Utah
May 19, 1997
