SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 1998
AMERICAN STORES COMPANY
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-5392 87-0207226
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
299 South Main Street
Salt Lake City, Utah 84102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 539-0112
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ITEM 5. OTHER EVENTS.
On November 12, 1998, American Stores Company (the "Company") issued a
press release announcing that the shareholders of the Company had approved and
adopted the Agreement and Plan of Merger, dated as of August 2, 1998, among
Albertson's, Inc., Abacus Holdings, Inc. and the Company at a special meeting of
shareholders of the Company held on November 12, 1998. A copy of the press
release of the Company dated November 12, 1998 is filed as an exhibit hereto and
is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
99.1 Press release, dated November 12, 1998, issued by the
Company.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: November 12, 1998
AMERICAN STORES COMPANY
By: /s/ Kathleen E. McDonald
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Name: Kathleen E. McDonald
Title: Chief Legal Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release, dated November 12, 1998, issued by the Company.
Exhibit 99.1
[AMERICAN STORES COMPANY LOGO]
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Investor and Media Contact Dan Zvonek
Director - Investor and Public Relations
(801) 539-0112
SHAREHOLDERS OF AMERICAN STORES COMPANY
APPROVE MERGER AGREEMENT WITH ALBERTSON'S INC.
SALT LAKE CITY, UTAH - November 12, 1998 - American Stores Company (NYSE: ASC)
announced that at its Special Meeting of Shareholders held this morning, the
shareholders of American Stores Company approved the previously announced merger
agreement among the Company, Albertson's, Inc., and a wholly-owned subsidiary of
Albertson's, Inc., and the merger related thereto. Closing of the transaction
is subject to regulatory approvals and other customary closing conditions and is
expected to take place in early 1999.
Cautionary Note: This press release contains certain forward-looking statements
about the ability of the Company and Albertson's to obtain the necessary
regulatory approvals and satisfy the other conditions to closing of the merger
transaction. These statements are based on management's assumptions and beliefs
in light of the information currently available to it. The Company assumes no
obligation to update the information contained herein. These forward-looking
statements are subject to uncertainties and other factors that could cause
actual results to differ materially from such statements including, but not
limited to, the inability of the Company and Albertson's to obtain the required
regulatory approvals on terms acceptable to them; material adverse changes in
the business or financial condition of either company prior to closing; and
other factors affecting the respective businesses of the Company and Albertson's
which are described in the Joint Proxy Statement and Prospectus and their
respective Forms 10-Q filed with the Securities and Exchange Commission.
