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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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