Item 1 Business - (Continued) ______________________
The combination stores, and many of the food stores, include specialty departments such as delicatessens, bakeries, seafood departments and pharmacies. The Company operates private label merchandising programs, including such private label brands as "Lady Lee" at Lucky Stores, "Lancaster Brand" meats at Acme Markets, "Osco" at Osco and Sav-on stores and the budget line of "Econo-Buy". The Company also sells "President's Choice" label products on an exclusive geographic basis at Acme Markets, Jewel Food Stores, Star Market and Lucky Stores Northern and Southern California Divisions.
Competition In all areas in which the Company operates, the business is highly competitive, with competition from local and national supermarket and drug store chains as well as independent stores. Competition also exists from such retailers as convenience stores, warehouse stores and membership or club stores. Some of the Company's largest competitors in various regions are Vons, Safeway, Raleys, Ralphs, Thriftway, Walgreens, Thrifty, Dominicks and Pathmark. Principal competitive factors in the industry include store location, the price and quality of products, breadth of selection, quality of service and store image, including cleanliness and promotions.
The Company's business is characterized by narrow profit margins and, accordingly, its successful financial performance depends primarily on its ability to maintain relatively high sales volume and control operating costs. The Company's geographic diversity allows it to reduce the risk that competitive pressures in individual markets may have on its overall operating results. The Company's food and drug stores collectively operate in 9 of the 25 largest U.S. metropolitan areas (Source: Bureau of the Census) and hold a leading market position in each. These market areas include: Los Angeles-Long Beach, Chicago, Philadelphia, Boston, Riverside-San Bernardino, San Diego, Anaheim-Santa Ana, Phoenix and Oakland.
Seasonality The Company is subject to effects of seasonality, with food and drug store sales higher in the Company's fourth fiscal quarter than other quarters in connection with the holiday season. The Company's drug store sales also tend to be somewhat higher in the fourth fiscal quarter in connection with the increase in cold and flu occurrences during this quarter.
Employees At year-end 1993, the Company had approximately 127,000 full and part-time employees. Approximately 75% of the Company's employees are covered by collective bargaining agreements negotiated with local unions affiliated with one of seven different international unions. There are approximately 120 such agreements, typically having three-year terms, with some recently renewed contracts having terms up to five years. Accordingly, the Company renegotiates a significant number of these agreements every year.
Incorporation by Reference The section entitled "Fiscal Year" in the Notes to Consolidated Financial Statements on page 38, the section entitled "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 26 through 31 and the section entitled "Contingencies" on page 49 of the Annual Report are incorporated herein by reference.
PART I - (Continued)
Item 2
Item 2 Properties __________
The Company categorizes its retail stores into the following types: grocery, expanded grocery, combination food/drug, drug stores and other. At year-end 1993, the Company operated 600 grocery stores, 112 expanded grocery stores, 341 combination stores, 632 stand-alone drug stores and 10 stand-alone pharmacies. The 341 combination stores include 148 Jewel Osco combination stores which are jointly operated by Jewel Food Stores and Osco Drug and are counted as two separate stores.
Combination stores are stores with 40,000 or more square feet, include a pharmacy department and have an expanded selection of food, drug and general merchandise. Combination stores average approximately 54,800 square feet. Expanded grocery stores are stores in excess of 40,000 square feet that do not meet combination store criteria. Expanded grocery stores average approximately 47,700 square feet. Grocery stores average approximately 27,700 square feet. Stand-alone drug stores average approximately 19,000 square feet.
The Company owns approximately 24% of its retail locations; the remaining retail locations are leased under capitalized or operating leases. The Company also owns, or controls through long-term leases, its distribution, warehouse and maintenance support facilities. At year-end 1993, owned property with a net book value of approximately $199.1 million collateralized loans secured by real estate of approximately $112.8 million. The Company currently finances new construction of owned stores through internally generated funds and borrowings under existing credit facilities.
Throughout the country, the Company leases and owns distribution centers, fleet maintenance shops and warehouses for merchandise such as dry grocery, produce, frozen foods and general merchandise.
These facilities support the Company's retail outlets and do not have significant sales to unrelated third parties. The Company also owns or leases office space, owns land for future development and operates dairies, bakeries and other manufacturing or processing facilities that supply its retail outlets with a variety of private label merchandise. Manufacturing facilities operate at levels of production required to meet the demands of customers at the Company's retail locations.
PART I - (Continued) ____________________
Item 2 Properties - (Continued) ________________________
At year-end 1993, the store counts by various types of stores and total square footage were as follows:
Store Count by Type of Stores ____________________________________________ Expanded Grocery Grocery Combination Drug Other Total _______ _______ ___________ ____ _____ _____
Eastern Food Operations: Acme Markets 219 9 19 247 Jewel Food Stores (1) 39 6 148 193 Star Market 25 2 5 32 ___ ___ ___ ___ ___ ___
Total Eastern Operations 283 17 172 472
Western Food Operations: Lucky Stores - North 161 23 2 186 Lucky Stores - South 156 72 11 239 Jewel Osco - New Mexico 8 3 11 ___ ___ ___ ___ ___ ___ Total Western Operations 317 95 21 3 436
Drug Store Operations: Osco Drug (1) 148 380 10 538 Sav-on 249 249 ___ ___ ___ ___ Total Drug Operations 148 629 10 787 ___ ___ ___ ___ ___ _____ Total 600 112 341 632 10 1,695 === === === === === ===== (1) Combination stores represent the food and drug sides of Jewel Osco combination stores jointly operated by Jewel Food Stores and Osco Drug.
Total Square Feet _________________
Retail Distribution, Warehouse (In thousands) Locations and Maintenance Facilities _________ __________________________
Eastern Food Operations: Acme Markets 6,906 2,911 Jewel Food Stores 6,541 1,746 Star Market 1,120 649 ______ _____ Total Eastern Operations 14,567 5,306
Western Food Operations: Lucky Stores - North 5,887 2,318 Lucky Stores - South 8,758 2,859 Jewel Osco - New Mexico 555 0 ______ _____ Total Western Operations 15,200 5,177
Drug Store Operations: Osco Drug 9,577 1,206 Sav-on 5,115 1,018 ______ ______ Total Drug Operations 14,692 2,224
Non-retail Operations 0 224 ______ ______ Total 44,459 12,931 ====== ======
PART I - (Continued) ____________________
Item 2 Properties - (Continued) ________________________
The Company operated 15 manufacturing or processing facilities at year-end 1993 as follows:
Type of Facility Number of Plants and Locations ________________ ______________________________
Bakery 4-Melrose Park, Illinois; San Leandro, California; Buena Park, California; San Diego, California Dairy 4-Sacramento, California; San Leandro, California; Buena Park, California; Escondido, California Photo Finishing 3-Braintree, Massachusetts; Elgin, Illinois; Burbank, California Ice Cream 1-Buena Park, California Fixture Shop 1-Payson, Utah Meat Processing 1-Buena Park, California Deli Packaging 1-San Leandro, California
See also Item 1, Business, for Additional Information on Properties of the Registrant.
The section entitled "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 26 through 31 of the Annual Report is incorporated herein by reference.
Item 3
Item 3 Legal Proceedings _________________
The sections entitled "Legal Proceedings" on page 48 and "Retirement Plans" on page 47 of the Annual Report are incorporated herein by reference.
Item 4
Item 4 Submission of Matters to a Vote of Security Holders ___________________________________________________
There were no matters submitted to the security holders of the Company for a vote during the quarter ended January 29, 1994.
PART II _______ Item 5
Item 5 Market for the Registrant's Common Equity and Related Shareholder Matters _________________________________________________________________
The section entitled "Common Stock Market Prices and Dividends" on the bottom of page 2 of the Annual Report is incorporated herein by reference.
Item 6
Item 6 Selected Financial Data _______________________
The section entitled "Selected Financial Data" on page 25 of the Annual Report is incorporated herein by reference.
Item 7
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations _________________________________________________________________
The section entitled "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 26 through 31 of the Annual Report is incorporated herein by reference.
Item 8
Item 8 Financial Statements and Supplementary Data ___________________________________________
The Company's consolidated financial statements and related notes thereto, together with the Report of Independent Auditors and the selected quarterly financial data of the Company presented on pages 32 to 50 of the Annual Report are incorporated herein by reference.
Item 9
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ________________________________________________________________
None.
PART III ________
Item 10
Item 10 Directors and Executive Officers of the Registrant __________________________________________________
There is hereby incorporated by reference the information under the captions "Election of Directors", "Information Regarding the Nominees Standing for Election in 1994 as Class I Directors" and "Information Regarding Directors who are not Nominees for Election and Whose Terms Continue Beyond 1994" in the Proxy Statement.
In addition to the information regarding Directors and Executive Officers set forth above, the following represents information regarding Executive Officers of the registrant as of March 22, 1994.
Officer Offices Held Age _____________________________________________________________________________
Lawrence A. Del Santo Senior Executive Vice President and Chief 60 Operating Officer-Food of the registrant since March 1993; Chairman and Chief Executive Officer of Lucky Stores, Inc. from April 1989; Chief Operating Officer from 1987 to April 1989 and President from 1987 to August 1991.
David L. Maher Senior Executive Vice President and Chief 55 Operating Officer-Drug of the registrant since March 1993; Chairman of the Board and Chief Executive Officer of American Drug Stores, Inc. from September 1990 and President from March 1990; prior thereto, Vice President of American Drug Stores' Intermountain region from February 1985 to March 1990.
Kent T. Anderson Executive Vice President and General Manager - 40 American Stores Properties, Inc. since March 1993; prior thereto, General Counsel of the registrant from February 1987 and Executive Vice President of the registrant from February 1989; Senior Vice President of the registrant from June 1988 to February 1989; Vice President of the registrant from February 1987 to June 1988; Assistant Secretary of the registrant since April 1989; Secretary of the registrant from January 1989 to April 1989; Assistant Secretary of the registrant from February 1987 to January 1989.
Teresa Beck Executive Vice President Finance of the 39 registrant since March 1994, and Assistant Secretary since June 1989. Executive Vice President Administration from March 1992 to March 1994; Senior Vice President Finance and Assistant Treasurer of the registrant from June 1989 to March 1992; Vice President, Controller and Assistant Secretary of the registrant from February 1987 to June 1989.
Richard E. Fredericksen Executive Vice President National Buying and 53 Logistics of the registrant since June 1993. Executive Vice President and General Manager of the Northern California Division of Lucky Stores from August 1991 to June 1993; Senior Vice President Statewide Marketing of Lucky Stores,Inc. from September 1989 to August 1991; Senior Vice President Sales and Merchandising of Lucky Stores, Inc. from prior to 1988 to September 1989.
Donald B. Holbrook Executive Vice President and Chief Legal 69 Officer of the registrant since October 1989. Director of the registrant from June 1990 to June 1993. Shareholder and President of the law firm of Jones, Waldo, Holbrook & McDonough, P.C., from prior to 1988 to October 1989. Director, Kearns-Tribune Corporation. Trustee, Utility Shareholder Association of Utah.
Kathleen E. McDermott Executive Vice President and General Counsel 44 since June 1993; partner of the law firm of Collier, Shannon, Rill & Scott from prior to 1988 to June 1993.
Scott Bergeson Senior Vice President - Human Resources of 56 the registrant since January 1993; prior thereto, Senior Vice President Benefits Administration from February 1989; Chairman of the Board of American Drug Stores, Inc. from February 1987 to February 1989.
James R. Clark Senior Vice President Strategy and Change 50 Management of the registrant since December 1993. Senior Vice President Marketing and Planning, Lucky Stores, Inc. from August 1991 to December 1993; Senior Vice President Sales and Merchandising, Southern California Division of Lucky Stores, Inc. from August 1989 to August 1991; Senior Vice President Administration, Southern California Division of Lucky Stores, Inc. from prior to 1988 until August 1989.
Jack Lunt Senior Vice President of the registrant 49 Assistant General Counsel and Secretary since April 1989; since March 1993 and prior thereto, Vice President from April 1989 to March 1993. Shareholder from 1974 and associate from 1969 in the law firm of Jones, Waldo, Holbrook & McDonough.
Francis J. Raucci Senior Vice President Chief Labor Counsel 57 of the registrant since December 1993. Senior Vice President and Assistant General Counsel from April 1989 to December 1993. Director of Alpha Beta Company from February 1989 to December 1990. Vice President of Alpha Beta Company from December of 1990 to June 1991; Senior Vice President from April 1986 to December 1990.
Neal J. Rider Senior Vice President and Treasurer of the 32 registrant since March 1994. Vice President and Controller from September 1992 to March 1994; Vice President and Assistant Treasurer from May 1990 to September 1992; prior thereto, Director - Corporate Banking from June 1989 to May 1990; prior thereto, Manager - Accounting of the registrant from January 1987 to June 1989.
Stanley R. Whitcomb Senior Vice President Information Technology 49 of the registrant since September 1993; Senior Vice President Information Systems from November 1989 to September 1993; Vice President Information Systems of Lucky Stores, Inc. from May 1989 to November 1989; Staff Vice President Systems Development from August 1988 to May 1989; Director Systems Development from September 1987 to August 1988.
Bradley M. Vierig Vice President and Controller, Financial 36 Accounting of the registrant since March 1994. Vice President and Assistant Treasurer from August 1992 to March 1994; Vice President Corporate Financial Planning from March 1990 to July 1992; Director of Financial Planning from May 1989 to March 1990. Senior Manager of Ernst & Young from prior to 1988 to May 1989.
Item 11
Item 11 Executive Compensation ______________________
There is hereby incorporated by reference the information under the captions "Directors' Compensation", "Executive Compensation", "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Value", "Long-Term Incentive Awards", "Long- Term Incentive Plans-Awards in Last Fiscal Year", "Compensation Committee Interlocks and Insider Participation" and "Other Information Pertaining to Directors and Executive Officers" in the Proxy Statement.
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management ______________________________________________________________
There is hereby incorporated by reference the information under the caption "Beneficial Ownership of Securities" in the Proxy Statement.
Item 13
Item 13 Certain Relationships and Related Transactions ______________________________________________
There is hereby incorporated by reference the information under the captions "Information Regarding the Nominees Standing for Election in 1994 as Class I Directors", "Information Regarding Directors who are not Nominees for Election and Whose Terms Continue Beyond 1994", "Compensation Committee Interlocks and Insider Participation" and "Other Information Pertaining to Directors and Executive Officers" in the Proxy Statement. In addition, see Schedule II under Item 14(a)(2) below.
PART IV _______
Item 14
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K _______________________________________________________________
(a) Document List (1) Financial Statements The response to this portion of Item 14 is submitted as a separate section of this report on page 18.
(2) Financial Statement Schedules The response to this portion of Item 14 and Item 14(d) is submitted as a separate section of this report on page 18.
(3) Exhibits The response to this portion of Item 14 and Item 14(c) is submitted as a separate section of this report on pages 19 through 21.
(b) Reports on Form 8-K filed during the last quarter of 1993
The Company filed a Form 8-K on March 7, 1994 listing under Items 5 and 7 the Company's fiscal 1993 earnings.
For the purposes of complying with the amendments to the rules governing Form S-8 under the Securities Act of 1933, the Company hereby undertakes as follows, which undertaking shall be incorporated by reference into the Company's Registration Statements on Form S-8 Nos. 2-71032; 2-54101; 33-25613; 2-94235; 33-48203; 33-48204; 33-08801; 33-32150; 2-51401 and on Forms S-3 Nos. 33-41640, 33-41641 and 33-52331.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
AMERICAN STORES COMPANY
FORM 10-K
Signatures __________
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): American Stores Company _______________________
By (Signature and Title): /s/Donald B. Holbrook April 28, 1994 __________________________________ Donald B. Holbrook, Executive Vice President and Chief Legal Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/Victor L. Lund Director, President and April 28, 1994 ___________________________ Chief Executive Officer Victor L. Lund
/s/Teresa Beck Executive Vice President, April 28, 1994 ___________________________ Finance and Teresa Beck Assistant Secretary (Principal Financial Officer)
/s/Bradley M. Vierig Vice President and April 28, 1994 ___________________________ Controller, Financial Accounting Bradley M. Vierig (Chief Accounting Officer)
AMERICAN STORES COMPANY
FORM 10-K
Signatures __________
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/L. S. Skaggs Director and April 28, 1994 _____________________________________ Chairman of the Board L. S. Skaggs
/s/Henry I. Bryant Director April 28, 1994 _____________________________________ Henry I. Bryant
/s/Louis H. Callister Director April 28, 1994 _____________________________________ Louis H. Callister
/s/Arden B. Engebretsen Director April 28, 1994 _____________________________________ Arden B. Engebretsen
/s/James B. Fisher Director April 28, 1994 _____________________________________ James B. Fisher
/s/Fernando R. Gumucio Director April 28, 1994 _____________________________________ Fernando R. Gumucio
/s/Leon G. Harmon Director April 28, 1994 _____________________________________ Leon G. Harmon
/s/Victor L. Lund Director, President April 28, 1994 _____________________________________ and Chief Executive Victor L. Lund Officer
/s/John E. Masline Director April 28, 1994 _____________________________________ John E. Masline
/s/Michael T. Miller Director April 28, 1994 _____________________________________ Michael T. Miller
AMERICAN STORES COMPANY
FORM 10-K
Signatures (Continued) ______________________
/s/L. Tom Perry Director April 28, 1994 _____________________________________ L. Tom Perry
/s/Barbara S. Preiskel Director April 28, 1994 _____________________________________ Barbara S. Preiskel
/s/J. L. Scott Director April 28, 1994 _____________________________________ J. L. Scott
/s/Aline W. Skaggs Director April 28, 1994 _____________________________________ Aline W. Skaggs
/s/Arthur K. Smith Director April 28, 1994 ______________________________________ Arthur K. Smith
AMERICAN STORES COMPANY FORM 10-K
Items 14(a), (c) and (d)
List of Financial Statement Schedules and Exhibits
Certain Financial Statement Schedules
Certain Exhibits
AMERICAN STORES COMPANY FORM 10-K
Item 14(a)(1) - Financial Statements ____________________
The following consolidated financial statements of the registrant and its subsidiaries, included in the Annual Report, are incorporated by reference in Item 8:
Consolidated Statements of Earnings for the fiscal years 1993, 1992 and 1991;
Consolidated Balance Sheets for the years ended 1993, 1992 and 1991;
Consolidated Statements of Cash Flows for the fiscal years 1993, 1992 and 1991;
Consolidated Statements of Shareholders' Equity for the fiscal years 1993, 1992 and 1991;
Notes to Consolidated Financial Statements.
Item 14(a)(2) - Supplementary Data and Financial Statement Schedules ____________________________________________________
The supplementary data entitled "Quarterly Results (unaudited)" on page 50 of the Annual Report is incorporated by reference in Item 8. In response to Item 14(d), the following consolidated financial statement schedules of the registrant and its subsidiaries are submitted as a separate section of this report:
Schedule II - Amounts Receivable From Related Parties and Underwriters, Promoters and Employees Other Than Related Parties; Schedule V - Property, Plant and Equipment Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment
In response to Item 14(d), the following consolidated financial statement schedules of the registrant and its subsidiaries included in the Annual Report are incorporated herein by reference:
Schedule IX - Short-term Borrowings (in the section entitled "Financial Condition" on pages 29 through 31 and the section entitled "Debt" on pages 40 and 41 of the Annual Report);
Schedule X - Supplementary Income Statement Information (in the section entitled "Advertising Expense" on page 39 of the Annual Report). Each of the other items for which provision is made are less than 1% of total sales and therefore, are not required to be disclosed.
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
AMERICAN STORES COMPANY
FORM 10-K
INDEX TO EXHIBITS Item 14(a)(3) - Exhibits
In response to Item 14(c), the following exhibits are submitted as a separate section of this report:
3. Articles of Incorporation and By-Laws
a. The restated Certificate of Incorporation of American Stores Company is incorporated herein by reference to the Registrant's Form 8-K filed with the Commission on July 1, 1991.
b. The By-Laws of American Stores Company as amended effective June 22, 1993.
10. Material Contracts.
a. Credit Agreement dated as of September 1, 1988 among the Company, the banks listed therein and Morgan Guaranty Trust Company of New York, as Agent, together with Amendment No. 1 through the form of Amendment No. 5 thereto, is incorporated herein by reference as filed with the Commission on July 12, 1991 as Exhibit 10.1 to form 8.
b. Retirement Plan for Non-Employee Directors is incorporated herein by reference as previously filed with the Commission on July 12, 1991 as Exhibit 10.2 to Form 8. (1)
c. Non-Employee Directors' Deferred Fee Plan is incorporated herein by reference as previously filed with the Commission on July 12, 1991 as Exhibit 10.3 to Form 8. (1)
d. Supplemental Executive Retirement Plan of 1987 as amended December 15, 1992 incorporated herein by reference as filed with the Commission on April 29, 1993 as Exhibit 10.d to Form 10-K. (1)
e. 1989 Stock Option and Stock Award Plan is incorporated herein by reference to the Registrant's Registration Statement on Form S-8 (Registration No. 33-32150). (1)
f. 1985 Stock Option and Stock Award Plan is incorporated herein by reference to the Registrant's Registration Statement on Form S-8 (Registration No. 33-08801). (1)
g. 1975 Employees' Stock Option Plan is incorporated herein by reference to the Registrant's Registration Statement on Form S-8 (Registration No. 2-54101). (1)
h. Agreements between Lucky Stores, Inc. and Lawrence A. Del Santo are incorporated herein by reference as previously filed with the Commission on July 12, 1991 as Exhibit 10.11 to Form 8. (1)
______________________ (1) Management contract or compensatory plan filed pursuant to Item 14(c) of this Form 10-K.
Item 14(a)(3) - Exhibits (continued)
i. Agreement between the Company and Donald B. Holbrook is incorporated by reference as previously filed with the Commission on July 12, 1991 as Exhibit 10.9 to Form 8. (1)
j. Agreement between Jewel Companies, Inc. and Michael T. Miller incorporated herein by reference as filed with the Commission on April 29, 1993 as Exhibit 10.k to Form 10-K. (1)
k. Agreement between the Company and Alexander L. Searl. (1)
l. American Stores Company Key Executive Stock Purchase Incentive Plan is incorporated herein by reference to Exhibit A of the Registrant's 1992 Proxy Statement as filed with the Commission on May 7, 1992. (1)
m. American Stores Company Board of Directors Stock Purchase Incentive Plan is incorporated herein by reference to Exhibit B of the Registrant's 1992 Proxy Statement as filed with the Commission on May 7, 1992. (1)
n. Description of Key Management Annual Bonus Plan of American Stores Company for fiscal 1994. (1)
o. Description of Key Management Long-Term Performance Incentive Plan (for 1994 through 1996) of American Stores Company. (1)
11. Calculation of earnings per share.
12. Computation of ratio of earnings to fixed charges.
13. Exhibit 13 consists of pages 25 to 50 and page 2 of American Stores Company's 1993 Annual Report to Shareholders which are numbered as pages 1 to 30 of Exhibit 13. Such report, except to the extent incorporated hereby by reference, has been sent to and furnished for the information of the Securities and Exchange Commission only and is not to be deemed filed as part of this Annual Report on Form 10-K. The references to the pages incorporated by reference are to the printed Annual Report. The references to the pages of Exhibit 13 are as follows: Item 1 - -pages 17, 3 through 10, and 28 through 29; Item 2 - -pages 3 through 10; Item 3 - -pages 26 through 28; Item 5 - -page 1; Item 6 - -page 2; Item 7 - -pages 3 through 10; Item 8 - -pages 11 through 30; and Item 14 - -page 30, pages 7 through 10, 19 through 21, and 18.
22. Subsidiaries of the Registrant.
24. Consent of independent auditors with regard to the financial statements of the registrant for the year-ended 1993.
28. Securities and Exchange Commission Form 11-K for American Stores Retirement Estates for the year ended December 31, 1993.
All other exhibits for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instruction or are inapplicable, and therefore have been omitted.
___________________
(1) Management contract or compensatory plan filed pursuant to Item 14(c) of this Form 10-K.