American Stores Company and Subsidiaries - Page 5




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          other companies interested in acquiring Lucky Stores.  On May 23,           
          1988, the board of directors for Lucky Stores approved the                  
          amended tender offer and a merger proposal with American Stores.            
          FTC’S Actions                                                               
               On March 21, 1988, American Stores gave notice of its                  
          intention to purchase all the stock of Lucky Stores to the                  
          Federal Trade Commission (FTC), pursuant to the Hart-Scott-Rodino           
          Antitrust Improvements Act of 1976, Pub. L. 94-435, sec. 201, 90            
          Stat. 1390, codified at 15 U.S.C. sec. 18a (1997).  In response             
          to American Stores’ Hart-Scott-Rodino filing, the FTC conducted             
          an investigation of the proposed merger and worked to negotiate a           
          settlement with American Stores.                                            
               The FTC and American Stores negotiated a preliminary                   
          settlement of the FTC's concerns about the tender offer.  This              
          preliminary settlement was reflected in two simultaneous actions            
          taken by the FTC on May 31, 1988.  First, the FTC filed an                  
          administrative complaint charging that American Stores’                     
          acquisition of Lucky Stores violated section 7 of the Clayton               
          Act, ch. 323, 38 Stat. 731 (1914), as amended and codified at 15            
          U.S.C. sec. 18 and section 5 of the Federal Trade Commission Act,           
          ch. 311, 38 Stat. 719 (1914), as amended and codified at 15                 
          U.S.C. sec. 45.  Second, the FTC filed a proposed consent order             
          (proposed consent order).  As part of the proposed consent order,           
          the tender offer was permitted to proceed subject to certain                






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