American Stores Company and Subsidiaries - Page 7




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          Beta chain of stores and Lucky Stores.  The long-term benefits              
          being sought were a greater market share in the California                  
          grocery market, greater operating efficiencies in the combined              
          operations of the two chains, and the adoption of some of the               
          management/operating policies of Lucky Stores such as Lucky                 
          Stores’ “everyday low pricing” policy.                                      
               On June 9, 1988, ABAC was merged with and into Lucky Stores,           
          pursuant to short-form merger provisions of the Delaware General            
          Corporation Law.  As a result of the short-form merger, ABAC                
          disappeared and Lucky Stores became a wholly owned subsidiary of            
          Alpha Beta.  The total consideration paid by American Stores in             
          the tender offer and merger exceeded $2.5 billion.  For purposes            
          of State law, the merger was final and irrevocable.  After its              
          acquisition of Lucky Stores, American Stores complied with the              
          requirements of the hold separate agreement and did not integrate           
          the operations of Lucky Stores with the operations of Alpha Beta.           
          State of California’s Actions                                               
               In April 1988, American Stores provided the State of                   
          California with the filings it had made with the FTC pursuant to            
          section 7 of the Clayton Act.  Through that filing, American                
          Stores gave formal notice to the State of California of its                 
          intentions to acquire all of the Lucky Stores stock and to merge            
          ABAC into Lucky Stores.                                                     








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