EXHIBIT 4
THIRD AMENDMENT TO RIGHTS AGREEMENT
THIRD AMENDMENT, dated as of February 20, 1997, to
the Rights Agreement, dated as of March 8, 1988, as amended
March 20, 1990 and June 24, 1996 (the "Rights Agreement"),
between American Stores Company, a Delaware corporation (the
"Company"), and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement. Pursuant to
Section 27 of the Rights Agreement, the Company and the Rights
Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27
thereof. All acts and things necessary to make this Second
Amendment a valid agreement, enforceable according to its
terms, have been done and performed, and the execution and
delivery of this Third Amendment by the Company and the Rights
Agent have been in all respects duly authorized by the Company
and the Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as
follows:
1. Clause (v) of Section 1(a) of the Rights
Agreement is hereby amended to read as follows:
(v) Xx. X.X. Xxxxxx, his Affiliates and Associates, his
heirs, family, and any trust or foundation to which he or
members of his family has transferred or may transfer
Common Shares of the Company (collectively, "X.X. Xxxxxx")
but the exception in this clause (v) shall not be
applicable if X.X. Xxxxxx shall increase its aggregate
Beneficial Ownership of the then outstanding Common Shares
(other than as a result of (1) an acquisition of Common
Shares by the Company or (2) the execution, delivery and
performance of the Stock Purchase Agreement and
Registration Rights Agreement, each dated as of February
20, 1997, by and among the Company, Xx. X.X. Xxxxxx, his
wife and certain stockholders listed on Schedule 1 or 2 to
the Stock Purchase Agreement) to an amount greater than
the sum of (x) the lowest aggregate Beneficial Ownership
of X.X. Xxxxxx as a percentage of the outstanding Common
Shares as of any date on or after June 21, 1996 plus (y)
1%.
2. This Third Amendment to the Rights Agreement
shall be governed by and construed in accordance with the laws
of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely
within such State.
3. This Third Amendment to the Rights Agreement may
be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute
one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
4. In all respects not inconsistent with the terms
and provisions of this Third Amendment to the Rights Agreement,
the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Third Amendment,
the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
5. If any term, provision, covenant or restriction
of this Third Amendment to the Rights Agreement is held by a
court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Third Amendment
to the Rights Agreement, and of the Rights Agreement, shall
remain in full force and effect and shall in no way be
affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused
this Third Amendment to be duly executed and attested, all as
of the date and year first above written.
Attest: AMERICAN STORES COMPANY
By:/s/ Xxxx Xxxx By:/s/ Xxxxxx Xxxx
Secretary Chief Financial Officer
FIRST CHICAGO TRUST COMPANY
Attest: OF NEW YORK
By:/s/ Xxxxx Xxxxxxx By:/s/ Xxxxxxx X. Xxxx
Customer Service Officer Assistant Vice President
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