<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
AMERICAN STORES COMPANY
(Name of Issuer)
COMMON STOCK ($1.00 PAR VALUE)
(Title of Class of Securities)
030096 10 1
(CUSIP Number)
Meredith M. Brown, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 11, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] .
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LENNIE SAM SKAGGS
S.S. NO.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,274,195
8 SHARED VOTING POWER
4,691,930
9 SOLE DISPOSITIVE POWER
10,274,195
10 SHARED DISPOSITIVE POWER
4,691,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,966,125
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE> 3
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALINE W. SKAGGS
S.S. NO.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
185,452
8 SHARED VOTING POWER
4,691,930
9 SOLE DISPOSITIVE POWER
185,452
10 SHARED DISPOSITIVE POWER
4,691,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,877,382
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE> 4
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SIX S RANCH, INC.
I.D. NO.: 82-0466253
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ID
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
20,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE> 5
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALSAM FOUNDATION
I.D. NO.: 74-2364289
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,046,930
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,046,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,046,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE> 6
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SKAGGS FAMILY FOUNDATION FOR ROMAN CATHOLIC
AND COMMUNITY CHARITIES
I.D. NO.: 87-0530600
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
675,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
675,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE> 7
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SKAGGS INSTITUTE FOR RESEARCH
I.D. NO.: 87-0549234
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,950,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,950,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,950,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE> 8
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CLAUDIA SKAGGS LUTTRELL
S.S. NO.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
437,472
8 SHARED VOTING POWER
4,671,930
9 SOLE DISPOSITIVE POWER
437,472
10 SHARED DISPOSITIVE POWER
4,671,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,109,402
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE> 9
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LYNDA SUE SKAGGS BALUKOFF
S.S. NO.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
402,545
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
402,545
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,545
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE> 10
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA DTD
8/30/96 WITH L.S. SKAGGS, THE L.S. SKAGGS & ALINE W.
SKAGGS CHARITABLE REMAINDER UNITRUST #1
I.D. NO.: 36-7159695
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
92,400
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
92,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE> 11
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA DTD
1/17/97 WITH L.S. SKAGGS, THE L.S. SKAGGS & ALINE W.
SKAGGS CHARITABLE REMAINDER UNITRUST #2
I.D. NO.: 36-7170579
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
7,222,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,222,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,222,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
11
<PAGE> 12
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA DTD
8/26/96 WITH L.S. SKAGGS, THE LYNDA SUE BALUKOFF
CHARITABLE REMAINDER UNITRUST #1
I.D. NO.: 36-7165651
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
255,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
255,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
12
<PAGE> 13
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
7/6/71 WITH CLAUDIA RAE SKAGGS (LUTTRELL) THE CLAUDIA
SKAGGS (LUTTRELL) PERSONAL TRUST
I.D. NO.: 87-6150544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
523,530
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
523,530
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13
<PAGE> 14
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA DTD
8/30/96 WITH L.S. SKAGGS, THE CLAUDIA SKAGGS LUTTRELL
CHARITABLE REMAINDER UNITRUST #1
I.D. NO.: 36-7159697
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
635,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
635,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
14
<PAGE> 15
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA DTD
1/17/97 WITH L.S. SKAGGS, THE CLAUDIA SKAGGS LUTTRELL
CHARITABLE REMAINDER UNITRUST #2
I.D. NO.: 36-7170581
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
488,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
488,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
15
<PAGE> 16
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
2/2/66 WITH VIVIAN SKAGGS ARMSTRONG, FOR THE BENEFIT
OF CLAUDIA SKAGGS (LUTTRELL)
I.D. NO.: 87-6175803
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
49,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
49,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
16
<PAGE> 17
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
5/21/75 WITH DONALD LENNIE SKAGGS, THE DONALD LENNIE
SKAGGS PERSONAL TRUST
I.D. NO.: 87-6167270
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
280,465
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
280,465
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,465
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
17
<PAGE> 18
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA DTD
8/26/96 WITH L.S. SKAGGS, THE DON L. SKAGGS
CHARITABLE REMAINDER UNITRUST #1
I.D. NO.: 36-7159696
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
635,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
635,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
18
<PAGE> 19
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA DTD
1/17/97 WITH L.S. SKAGGS, THE DON L. SKAGGS
CHARITABLE REMAINDER UNITRUST #2
I.D. NO.: 36-7170580
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
488,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
488,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
19
<PAGE> 20
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
2/2/66 WITH VIVIAN SKAGGS ARMSTRONG, FOR THE BENEFIT
OF DON L. SKAGGS
I.D. NO.: 87-6175804
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
49,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
49,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
20
<PAGE> 21
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
2/2/66 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF MARK STANLEY SKAGGS
I.D. NO.: 87-6175807
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
49,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
49,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
21
<PAGE> 22
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
11/23/83 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF RICHELLE ANN SKAGGS, AGE 30 TRUST
I.D. NO.: 87-6193267
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
22
<PAGE> 23
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
11/23/83 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF DUSTIN LENNIE SKAGGS, AGE 30 TRUST
I.D. NO.: 87-6193268
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
23
<PAGE> 24
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
11/23/83 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF JENNIFER RAE LUTTRELL, AGE 30 TRUST
I.D. NO.: 87-6193262
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
24
<PAGE> 25
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
11/23/83 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF JUSTIN DALLAS LUTTRELL, AGE 30 TRUST
I.D. NO.: 87-6193263
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
25
<PAGE> 26
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
11/23/83 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF MINDY STANA SKAGGS, AGE 30 TRUST
I.D. NO.: 87-6193265
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
26
<PAGE> 27
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
11/23/83 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF STEPHEN A. SKAGGS, AGE 30 TRUST
I.D. NO.: 87-6202252
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
27
<PAGE> 28
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, SUCCESSOR TRUSTEE, UA DTD
11/23/83 WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT
OF LOY LEANA SKAGGS, AGE 30 TRUST
I.D. NO.: 87-6193266
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
28
<PAGE> 29
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE NORTHERN TRUST COMPANY, TRUSTEE UA DTD 1/29/97
WITH LYNDA SUE SKAGGS BALUKOFF, THE LYNDA SUE SKAGGS
BALUKOFF CHARITABLE REMAINDER TRUST #2
I.D. NO.: 36-7170599
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
100,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
100,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
29
<PAGE> 30
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, SUCCESSOR TRUSTEE, UA, DTD 9/13/68 WITH
LYNDA SUE SKAGGS (BALUKOFF) THE LYNDA SUE SKAGGS
(BALUKOFF) PERSONAL TRUST
I.D. NO.: 87-6175805
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
267,884
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
267,884
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
30
<PAGE> 31
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, SUCCESSOR TRUSTEE UA, DTD 2/2/66 WITH
VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF LYNDA SUE
SKAGGS (BALUKOFF)
I.D. NO.: 87-6133238
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
49,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
49,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
31
<PAGE> 32
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF DAVID
PAUL LANGTON LIFETIME TRUST
I.D. NO.: 87-6216914
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,352
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
32
<PAGE> 33
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF DAVID
PAUL LANGTON, AGE 30 TRUST
I.D. NO.: 87-6193255
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
33
<PAGE> 34
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
MELISSA RAE LANGTON LIFETIME TRUST
I.D. NO.: 87-6216915
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,352
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
34
<PAGE> 35
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
MELISSA RAE LANGTON, AGE 30 TRUST
I.D. NO.: 87-6193256
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
35
<PAGE> 36
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
SHERRI LYN BALUKOFF LIFETIME TRUST
I.D. NO.: 87-6216916
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,352
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
36
<PAGE> 37
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
SHERRI LYN BALUKOFF, AGE 30 TRUST
I.D. NO.: 87-6193257
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
37
<PAGE> 38
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
JENIFER BALUKOFF LIFETIME TRUST
I.D. NO.: 87-6216917
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,352
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
38
<PAGE> 39
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
JENIFER BALUKOFF, AGE 30 TRUST
I.D. NO.: 87-6193258
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
9,680
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
9,680
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
39
<PAGE> 40
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
ANTHONY JOSEPH BALUKOFF, JR. LIFETIME TRUST
I.D. NO.: 87-6217169
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,353
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,353
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,353
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
40
<PAGE> 41
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
ANTHONY JOSEPH BALUKOFF, JR., AGE 30 TRUST
I.D. NO.: 87-6193259
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
41
<PAGE> 42
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
STEPHEN R. BALUKOFF LIFETIME TRUST
I.D. NO.: 87-6217170
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,353
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,353
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,353
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
42
<PAGE> 43
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
STEPHEN R. BALUKOFF, AGE 30 TRUST
I.D. NO.: 87-6193260
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
43
<PAGE> 44
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF KAREN
MARIE BALUKOFF LIFETIME TRUST
I.D. NO.: 87-6217171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,352
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
44
<PAGE> 45
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF KAREN
MARIE BALUKOFF, AGE 30 TRUST
I.D. NO.: 87-6193261
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
45
<PAGE> 46
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF SAM
ALYN BALUKOFF LIFETIME TRUST
I.D. NO.: 87-6217185
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,353
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,353
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,353
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
46
<PAGE> 47
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD. 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF SAM
ALYN BALUKOFF, AGE 30 TRUST
I.D. NO.: 87-6199796
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UT
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,140
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10,140
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
47
<PAGE> 48
SCHEDULE 13D
CUSIP No. 030096 10 1
1 NAMES OF REPORTING PERSONS
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. BANK, AS TRUSTEE, UA DTD. 2/13/97 WITH LINDA SUE
SKAGGS BALUKOFF, THE BALUKOFF CHARITABLE REMAINDER
TRUST
I.D. NO.:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - NO FUNDS UTILIZED FOR ACQUISITION
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ID
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
220,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
220,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
48
<PAGE> 49
This Amendment No. 9 to Schedule 13D amends the Schedule 13D filed by
Lennie Sam Skaggs and Aline W. Skaggs, husband and wife, and the ALSAM Trust,
formerly called the Lennie Sam and Aline Wilmot Skaggs Family Trust, as
previously amended. The filing of this Schedule 13D shall not be construed as an
admission that (i) the Reporting Persons, as such term is defined in Amendment
No. 8 to Schedule 13D and (ii) U.S. Bank, Successor Trustee, UA. Dtd 9/13/68
with Lynda Sue Skaggs (Balukoff) The Lynda Sue Skaggs (Balukoff) Personal Trust;
U.S. Bank, Successor Trustee UA Dtd 2/2/66 with Vivian Skaggs Armstrong For the
benefit of Lynda Sue Skaggs (Balukoff); U.S. Bank, Successor Trustee, UA Dtd
11/23/83 with Vivian Skaggs Armstrong For the benefit of David Paul Langton
Lifetime Trust; U.S. Bank, As Successor Trustee, UA Dtd 11/23/83 with Vivian
Skaggs Armstrong For the benefit of David Paul Langton, Age 30 Trust; U.S. Bank,
As Successor Trustee, UA Dtd 11/23/83 with Vivian Skaggs Armstrong For the
benefit of Melissa Rae Langton Lifetime Trust; U.S. Bank, As Successor Trustee,
UA Dtd 11/23/83 with Vivian Skaggs Armstrong For the benefit of Melissa Rae
Langton, Age 30 Trust; U.S. Bank, As Successor Trustee, UA Dtd 11/23/83 with
Vivian Skaggs Armstrong For the benefit of Sherri Lyn Balukoff Lifetime Trust;
U.S. Bank, As Successor Trustee, UA Dtd 11/23/83 with Vivian Skaggs Armstrong
For the benefit of Sherri Lyn Balukoff, Age 30 Trust; U.S. Bank, As Successor
Trustee, UA Dtd 11/23/83 with Vivian Skaggs Armstrong For the benefit of Jenifer
Balukoff Lifetime Trust; U.S. Bank, As Successor Trustee, UA Dtd 11/23/83 with
Vivian Skaggs Armstrong For the benefit of Jenifer Balukoff, Age 30 Trust; U.S.
Bank, As Successor Trustee, UA Dtd 11/23/83 with Vivian Skaggs Armstrong For the
benefit of Anthony Joseph Balukoff, Jr. Lifetime Trust; U.S. Bank, As Successor
Trustee, UA Dtd 11/23/83 with Vivian Skaggs Armstrong For the benefit of Anthony
Joseph Balukoff, Jr., Age 30 Trust; U.S. Bank, As Successor Trustee, UA Dtd
11/23/83 with Vivian Skaggs Armstrong For the benefit of Stephen R. Balukoff
Lifetime Trust; U.S. Bank, As Successor Trustee, UA Dtd 11/23/83 with Vivian
Skaggs Armstrong For the benefit of Stephen R. Balukoff, Age 30 Trust; U.S.
Bank, As Successor Trustee, UA Dtd 11/23/83 with Vivian Skaggs Armstrong For the
benefit of Karen Marie Balukoff Lifetime Trust; U.S. Bank, As Successor Trustee,
UA Dtd 11/23/83 with Vivian Skaggs Armstrong For the benefit of Karen Marie
Balukoff, Age 30 Trust; U.S. Bank, As Successor Trustee, UA Dtd 11/23/83 with
Vivian Skaggs Armstrong For the benefit of Sam Alyn Balukoff Lifetime Trust;
U.S. Bank, As Successor Trustee, UA Dtd 11/23/83 with Vivian Skaggs Armstrong
For the benefit of Sam Alyn Balukoff, Age 30 Trust; and U.S. Bank, as Trustee,
UA Dtd 2/13/97 with Linda Sue Skaggs Balukoff, The Balukoff Charitable Remainder
Trust (the "U.S. Trusts") are, for the purposes of section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owners of any
securities covered by this Schedule 13D.
Item 2 of Schedule 13D, "Identity and Background," is hereby amended to
add the following information:
Each of the U.S. Trusts with the exception of U.S. Bank, as
Trustee, UA dtd 2/13/97 with Linda Sue Skaggs Balukoff, the Balukoff
Charitable Remainder Trust (the "Balukoff Charitable Remainder Trust")
is a trust organized in Utah for the benefit of Skaggs family members.
The Balukoff Charitable Remainder Trust is a trust organized in Idaho.
The business address of each of the U.S. Trusts is P. O Box 7928.
Boise, Idaho 83707-7928.
49
<PAGE> 50
During the last five years, none of the U.S. Trusts has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors, if any). During the last five years, none of the
U.S. Trusts has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby amended
to add the following:
See Item 6, "Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer."
Item 5 of the Schedule 13D, "Interest in Securities of the Issuer," is
hereby amended to add the following:
Item 5. Interest in Securities of the Issuer:
(a) On the date of this amendment each of the U.S. Trusts may
be deemed to be the beneficial owner of the number of shares set forth
in Item 11 of their respective cover pages to this Amendment No. 9. In
the aggregate, shares that may be deemed to be beneficially owned by
the U.S. Trusts constitute less than 1.0% of the total outstanding
shares of the Company's Common Stock.
(b) Each of the U.S. Trusts has sole voting and dispositive
power over the number of shares set forth in Item 11 of their
respective cover pages to this Amendment No. 9.
Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer," is hereby
amended to add the following:
On March 3, 1997, the U.S. Trusts entered into a Stock
Purchase Agreement and a Registration Rights Agreement with the Company
by executing a Letter Agreement with the Company, a copy of which is
included as an Exhibit to this Amendment No. 9 and which is
incorporated herein by reference. Copies of the Stock Purchase
Agreement and Registration Rights Agreement with the Company were
included as Exhibits to Amendment No. 8 to the Schedule 13D and are
incorporated herein by reference.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
hereby amended to add the following:
50
<PAGE> 51
1. Letter Agreement, dated March 3, 1997, among the Company
and the U.S. Trusts listed on the Schedule attached thereto.
2. Joint Filing Agreement, dated March 11, 1997, among the
Reporting Persons, as such term is defined in Amendment No. 8 to
Schedule 13D, and the U.S. Trusts.
51
<PAGE> 52
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: March 11, 1997.
/s/ Lennie Sam Skaggs
---------------------------------------------
LENNIE SAM SKAGGS, individually
/s/ Aline W. Skaggs
---------------------------------------------
ALINE W. SKAGGS, individually
SIX S RANCH, INC.
By: /s/ Michael T. Miller
-----------------------------------------
Name: Michael T. Miller
Title: Vice President
ALSAM FOUNDATION
By: /s/ Michael T. Miller
-----------------------------------------
Name: Michael T. Miller
Title: President and Executive Director
SKAGGS FAMILY FOUNDATION FOR ROMAN
CATHOLIC AND COMMUNITY CHARITIES
By: /s/ J. Terrence Fitzgerald
-----------------------------------------
Name: J. Terrence Fitzgerald
Title: President
SKAGGS INSTITUTE FOR RESEARCH
By: /s/ Richard A. Lerner
-----------------------------------------
Name: Richard A. Lerner
Title: President
/s/ Claudia Skaggs Luttrell
---------------------------------------------
CLAUDIA SKAGGS LUTTRELL, individually
/s/ Lynda Sue Skaggs Balukoff
---------------------------------------------
LYNDA SUE SKAGGS BALUKOFF, individually
52
<PAGE> 53
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA
DTD 8/30/96 WITH L.S. SKAGGS, THE L.S. SKAGGS &
ALINE W. SKAGGS CHARITABLE REMAINDER
UNITRUST #1
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA
DTD 1/17/97 WITH L.S. SKAGGS, THE L.S. SKAGGS &
ALINE W. SKAGGS CHARITABLE REMAINDER
UNITRUST #2
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA
DTD 8/26/96 WITH L.S. SKAGGS, THE LYNDA SUE
BALUKOFF CHARITABLE REMAINDER UNITRUST #1
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 7/6/71 WITH CLAUDIA SKAGGS
(LUTTRELL) THE CLAUDIA SKAGGS (LUTTRELL)
PERSONAL TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA
DTD 8/30/96 WITH L.S. SKAGGS, THE CLAUDIA
SKAGGS LUTTRELL CHARITABLE RnEMAINDER
UNITRUST #1
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
53
<PAGE> 54
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA
DTD 1/17/97 WITH L.S. SKAGGS, THE CLAUDIA
SKAGGS LUTTRELL CHARITABLE REMAINDER
UNITRUST #2
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 2/2/66 WITH VIVIAN SKAGGS
ARMSTRONG, FOR THE BENEFIT OF CLAUDIA
SKAGGS (LUTTRELL)
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 5/21/75 WITH DONALD LENNIE
SKAGGS THE DONALD LENNIE SKAGGS PERSONAL
TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA
DTD 8/26/96 WITH L.S. SKAGGS, THE DON L. SKAGGS
CHARITABLE REMAINDER UNITRUST #1
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, AS TRUSTEE, UA
DTD 1/17/96 WITH L.S. SKAGGS, THE DON L. SKAGGS
CHARITABLE REMAINDER UNITRUST #2
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
54
<PAGE> 55
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 2/2/66 WITH VIVIAN SKAGGS
ARMSTRONG, FOR THE BENEFIT OF DON L. SKAGGS
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 2/2/66 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF MARK STANLEY
SKAGGS
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 11/23/83 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF RICHELLE ANN
SKAGGS, AGE 30 TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 11/23/83 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF DUSTIN LENNIE.
SKAGGS, AGE 30 TRUST
By:
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
55
<PAGE> 56
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 11/23/83 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF JENNIFER RAE
LUTTRELL, AGE 30 TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 11/23/83 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF JUSTIN DALLAS
LUTTRELL, AGE 30 TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 11/23/83 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF MINDY STANA
SKAGGS, AGE 30 TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 11/23/83 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF STEPHEN A.
SKAGGS, AGE 30 TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
56
<PAGE> 57
THE NORTHERN TRUST COMPANY, SUCCESSOR
TRUSTEE, UA DTD 11/23/83 WITH VIVIAN SKAGGS
ARMSTRONG FOR THE BENEFIT OF LOY LEANA
SKAGGS, AGE 30 TRUST
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
THE NORTHERN TRUST COMPANY, TRUSTEE UA DTD
1/29/97 WITH LYNDA SUE SKAGGS BALUKOFF, THE
LYNDA SUE SKAGGS BALUKOFF CHARITABLE
REMAINDER TRUST #2
By: /s/ Arthur W. Gergets
-----------------------------------------
Name: Arthur W. Gergets
Title: Vice President
U.S. BANK, SUCCESSOR TRUSTEE, UA. DTD 9/13/68
WITH LYNDA SUE SKAGGS (BALUKOFF) THE LYNDA
SUE SKAGGS (BALUKOFF) PERSONAL TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, SUCCESSOR TRUSTEE UA DTD 2/2/66 WITH
VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
LYNDA SUE SKAGGS (BALUKOFF)
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
57
<PAGE> 58
U.S. BANK, SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF DAVID P. LANGTON LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF DAVID PAUL LANGTON, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF MELISSA RAE LANGTON LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF MELISSA RAE LANGTON, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
58
<PAGE> 59
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SHERRI LYN BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SHERRI LYN BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF JENIFER BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF JENIFER BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
59
<PAGE> 60
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF ANTHONY JOSEPH BALUKOFF, JR.
LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF ANTHONY JOSEPH BALUKOFF, JR., AGE
30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF STEPHEN R. BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/93
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF STEPHEN R. BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
60
<PAGE> 61
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF KAREN MARIE BALUKOFF LIFETIME
TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF KAREN MARIE BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SAM ALYN BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SAM ALYN BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
61
<PAGE> 62
U.S. BANK, AS TRUSTEE, UA DTD 2/13/97 WITH LINDA
SUE SKAGGS BALUKOFF, THE BALUKOFF
CHARITABLE REMAINDER TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
62
<PAGE> 1
[Letterhead of U.S. Bank of Idaho]
March 3, 1997
American Stores Company
709 East South Temple
Salt Lake City, UT 84102
Attn.: Kathleen McDermott and Teresa Beck
Dear Ms. McDermott and Ms. Beck:
Reference is made to that certain Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated February 20, 1997, by and among American Stores Company, a
Delaware corporation (the "Company"), and the persons listed on the signature
pages thereto. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Stock Purchase Agreement. The undersigned is
listed on Schedule 2 to the Stock Purchase Agreement, together with the number
of Shares owned by the undersigned.
The undersigned hereby agrees to become a Additional Seller and to (i) thereby
sell the number of Shares computed in accordance with Section 1 of the Stock
Purchase Agreement and (ii) be bound by each of the terms, representations,
covenants and obligations applicable to Sellers under the Stock Purchase
Agreement and the Registration Rights Agreement.
The undersigned further agrees that any notices required to be sent to the
undersigned pursuant to the Stock Purchase Agreement and the Registration Rights
Agreement shall be deemed to be validly sent for all purposes of such Agreements
if sent to the attention of the undersigned at the address set forth on the
revised copy of Schedule 2 to the Stock Purchase Agreement enclosed herewith.
<PAGE> 2
This letter agreement is being delivered by the undersigned to the Company and
the Initial Sellers within 10 business days after the date of the Stock Purchase
Agreement.
Please acknowledge your receipt of this letter agreement by executing the
enclosed copy of this letter and returning it to the undersigned. Also please
return to the undersigned an updated and final copy of Schedule 1 to the Stock
Purchase Agreement reflecting the Shares Owned, Repurchased Shares and Payment
Amount applicable to the undersigned.
Very truly yours,
U.S. Bank of Idaho as Trustee
of each of the Trusts listed
on the initialed pages of
Schedule 2 attached hereto.
By: /s/ Michael W. Sullivan
--------------------------
Vice President
Acknowledged and Agreed:
AMERICAN STORES COMPANY
By: /s/ Teresa Beck
------------------------------
Name: Teresa Beck
Title: Chief Financial Officer
2
<PAGE> 3
REVISED SCHEDULE 2
<TABLE>
<CAPTION>
U.S. Bank, As Trustee
<S> <C>
U.S. Bank, Successor Trustee, UA dtd 9/13/68 with Lynda Sue 267,884
Skaggs (Balukoff) The Lynda Sue Skaggs (Balukoff) Personal Trust
U.S. Bank, Successor Trustee, UA dtd 2/2/66 with Vivian Skaggs 49,200
Armstrong for the benefit of Lynda Sue Skaggs (Balukoff)
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,352
Armstrong for the benefit of David P. Langton, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 10,140
Skaggs Armstrong for the benefit of David Paul Langton, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,352
Armstrong for the benefit of Melissa Rae Langton, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 10,140
Skaggs Armstrong for the benefit of Melissa Rae Langton, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,352
Armstrong for the benefit of Sherri Lyn Balukoff, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 10,140
Skaggs Armstrong for the benefit of Sherri Lyn Balukoff, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,352
Armstrong for the benefit of Jenifer Balukoff, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 9,680
Skaggs Armstrong for the benefit of Jenifer Balukoff, Age 30 Trust
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,353
Armstrong for the benefit of Anthony Joseph Balukoff, Jr., Lifetime
Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 10,140
Skaggs Armstrong for the benefit of Anthony Joseph Balukoff, Jr.,
Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,353
Armstrong for the benefit of Stephen R. Balukoff, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 10,140
Skaggs Armstrong for the benefit of Stephen Robert Balukoff, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,352
Armstrong for the benefit of Karen Marie Balukoff, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 10,140
Skaggs Armstrong for the benefit of Karen Marie Balukoff, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Vivian Skaggs 10,353
Armstrong for the benefit of Sam Balukoff, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Vivian 10,140
Skaggs Armstrong for the benefit of Sam Balukoff, Age 30 Trust
U.S. Bank, As Trustee, UA dtd 11/23/83 with Linda Sue Skaggs 220,000
Balukoff, the Balukoff Charitable Remainder Trust
Total: 700,563
-------
</TABLE>
Address for Notices to U.S. Bank:
101 South Capitol Boulevard
Boise, Idaho 83702
Attn: Michael W. Sullivan
Fax (208) 383-3870
2
<PAGE> 5
or
P.O. Box 7928
Boise, Idaho 83707
Attn: Michael W. Sullivan
Fax (208) 383-3870
3
<PAGE> 1
JOINT FIULING AGREEMENT
The undersigned, together with the Reporting Persons, as such term is
used in Amendment No. 8 to Schedule 13D, hereby agree, pusuant to Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended, that Amendment No. 9 to
Schedule 13D, to which this Agreement is attachd as an exhibit, is filed on
behalf of each of them.
This agreement may be executed in one or more counterparts, which
together shall constitute a single agreement.
Dated March 11, 1997
U.S. BANK, SUCCESSOR TRUSTEE, UA. DTD 9/13/68
WITH LYNDA SUE SKAGGS (BALUKOFF) THE LYNDA
SUE SKAGGS (BALUKOFF) PERSONAL TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, SUCCESSOR TRUSTEE UA DTD 2/2/66 WITH
VIVIAN SKAGGS ARMSTRONG FOR THE BENEFIT OF
LYNDA SUE SKAGGS (BALUKOFF)
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
<PAGE> 2
U.S. BANK, SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF DAVID P. LANGTON LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF DAVID PAUL LANGTON, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF MELISSA RAE LANGTON LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF MELISSA RAE LANGTON, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
2
<PAGE> 3
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SHERRI LYN BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SHERRI LYN BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF JENIFER BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF JENIFER BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
3
<PAGE> 4
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF ANTHONY JOSEPH BALUKOFF, JR.
LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF ANTHONY JOSEPH BALUKOFF, JR., AGE
30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF STEPHEN R. BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/93
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF STEPHEN R. BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
4
<PAGE> 5
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF KAREN MARIE BALUKOFF LIFETIME
TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF KAREN MARIE BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SAM ALYN BALUKOFF LIFETIME TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
U.S. BANK, AS SUCCESSOR TRUSTEE, UA DTD 11/23/83
WITH VIVIAN SKAGGS ARMSTRONG FOR THE
BENEFIT OF SAM ALYN BALUKOFF, AGE 30 TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
5
<PAGE> 6
U.S. BANK, AS TRUSTEE, UA DTD 2/13/97 WITH LINDA
SUE SKAGGS BALUKOFF, THE BALUKOFF
CHARITABLE REMAINDER TRUST
By: /s/ Michael W. Sullivan
-----------------------------------------
Name: Michael W. Sullivan
Title: Vice President
6
