RULE 424(B)(2)
REGISTRATION STATEMENT
No. 333-43251
PRICING SUPPLEMENT NO. 2
DATED MARCH 25, 1998, TO
PROSPECTUS, DATED FEBRUARY 3, 1998
AND PROSPECTUS SUPPLEMENT, DATED MARCH 5,1998
AMERICAN STORES COMPANY
MEDIUM-TERM NOTES, SERIES B
FIXED RATE
PRINCIPAL AMOUNT: $100,000,000
ISSUE PRICE: 99.855 %
ORIGINAL ISSUE DATE: March 30, 1998
STATED MATURITY DATE: March 20, 2028
CUSIP NO: 03009M BB 1
INTEREST RATE PER ANNUM: 7.10%
INTEREST PAYMENT DATES: March 20 and September 20
RECORD DATES: March 5 and September 5
AMORTIZATION FORMULA: Not applicable
AMORTIZATION PAYMENT DATE(S): Not applicable
AGENT'S DISCOUNT OR COMMISSION: 0.75%
REDEEMABLE AT OPTION OF COMPANY / X / Yes / / No
Initial Redemption Date: March 30, 2003
Annual Redemption Price Reduction % until Redemption Price is
100% of the principal amount.
Initial Redemption Price: The Notes will be redeemable in whole or in part,
at the option of the Company upon not less than 30 nor more than 60 days
prior written notice, at any time, at a Redemption Price equal to the greater
of (i) 100% of the principal amount thereof or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest
thereon discounted, on a semi-annual basis, at the Treasury Yield (as
defined below) plus 20 basis points, together with unpaid interest accrued to
the date of redemption; provided, however, that interest payable on any
Interest Payment Date which occurs on or prior to the date of redemption
will be payable to the persons in whose names the Notes are registered at
the close of business on the Record Date immediately preceding such Interest
Payment Date.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity most
comparable to the remaining term of the Notes, that would be utilized, at
the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Notes.
"Independent Investment Banker" means J.P. Morgan Securities Inc. or
Merrill Lynch, Pierce, Fenner & Smith Incorporated or , if either such firm
is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing in the
United States appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, the average of the Reference Treasury Dealer Quotations for such
redemption date. "Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means J.P. Morgan Securities Inc. and Merrill
Lynch Government Securities, Inc. and their respective successors; provided,
however, that if one of the foregoing ceases to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer") or
otherwise fails to provide a Reference Treasury Dealer Quotation, the
Company will substitute therefor another Primary Treasury Dealer.
REPAYMENT AT OPTION OF HOLDER: / / Yes / X / No
Repayment Date(s):
Repayment Price(s):
DISCOUNT NOTE: / / Yes / X / No
Total OID (per $1,000 principal amount):
Yield to Maturity:
Comparable Yield:
Projected Payment Schedule:
FORM:
/ X / Book-Entry / / Certificated
The aggregate initial offering price of this offering is U.S. $100,000,000 and
relates only to Pricing Supplement No. 2. Net proceeds to the Company, before
deduction of expenses payable by the Company, will be $99,105,000. Medium-Term
Notes, Series B, may be issued by the Company in the aggregate initial offering
price of up to U.S. $500,000,000. To date, including this offering, an
aggregate of U.S. $145,000,000 Medium-Term Notes, Series B, have been issued.
J.P. Morgan & Co.
Merrill Lynch & Co.
Morgan Stanley Dean Witter
Salomon Smith Barney
