Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 1, dated as of August 2, 1998, to the Rights
Agreement, dated as of December 9, 1996 (the "Rights Agreement"), by and
between Xxxxxxxxx'x, Inc. (the "Company") and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent").
WHEREAS, in connection with the execution of an Agreement and
Plan of Merger, dated as of the date hereof, between the Company, Abacus
Holdings, Inc. and American Stores Company ("ASC"), the Company is granting
to ASC, pursuant to a Stock Option Agreement, dated as of the date hereof,
between the Company and ASC, an option (the "Option") to purchase, under
certain circumstances, up to a number of shares of Common Stock, par value
$1.00 per share, of the Company ("Common Stock"), equal to 19.9% of the
outstanding shares of Common Stock of the Company.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1(d) of the Rights Agreement is hereby amended by adding
after the last sentence thereof: "Notwithstanding the foregoing, ASC shall
not be deemed to be the "Beneficial Owner" of, or to "beneficially own,"
the shares of Common Stock for which the Option is exercisable, and ASC
shall not be deemed to be an Acquiring Person by reason of its holding of
the Option or any shares of Common Stock acquired pursuant to the exercise
thereof."
Attest: Xxxxxxxxx'x, Inc.
By: /s/ Xxxx X. X'Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
Xxxx X. X'Xxxxxxx Xxxx X. Xxxxxxx
Corporate Secretary Chairman of the Board and
Chief Executive Officer
Attest: ChaseMellon Shareholder
Services, L.L.C.
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxx Xxxx
Name: Xxxxxxxx X. Xxxxxxx Name: Xxx Xxxx
Title: Assistant Vice President Title: Assistant Vice President
