SEC Info - American Stores Co/New - ‘11-K’ for 12/31/98

SEC Info℠

Home

Help

Please Sign In

American Stores Co/New – ‘11-K’ for 12/31/98

On: Friday, 6/25/99 · For: 12/31/98 · Accession #: 90811-99-6 · File #: 0-19534

  As Of                Filer                Filing    For·On·As Docs:Size

 6/25/99  American Stores Co/New            11-K       12/31/98    1:30K

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Annual Report of an Employee Stock Purchase,          16     54K 
                          Savings or Similar Plan                                

11-K 1st Page of 16 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 11-K
(Mark One)                                                                      

( X )    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE       
SECURITIES EXCHANGE ACT OF 1934             

For the fiscal year ended December 31, 1998                                     

OR

(    )   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE   
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _____ to ____                                    

Commission File Number 1-5392                                                   

         A. Full  title of the Plan and the  address of the Plan,  if  different
from that of the issuer named below:                                            

AMERICAN STORES RETIREMENT ESTATES

         B. Name of issuer of the  securities  held pursuant to the Plan and the
address of its principal executive office:                                      

 AMERICAN STORES COMPANY
299 South Main
Salt Lake City, UT 84111

 F-1

11-K 2nd Page of 16 TOC 1st Previous Next ↓Bottom Just 2nd
         The  following  financial  statements  of  American  Stores  Retirement
Estates are submitted herewith:                                                 

 INDEX

Report of Independent Auditors                                               F-3

Statements of Net Assets Available for Benefits -                               
         December 31, 1998 and 1997                                          F-4

Statements of Changes in Net Assets Available for Benefits -                    
         Years ended December 31, 1998 and 1997                              F-5

Notes to Financial Statements                                        F-6 to F-15

         The written consent of independent  auditors required to be filed as an
exhibit to this report is included on page F-16.                                

SIGNATURES

         The Plan.  Pursuant to the requirements of the Securities  Exchange Act
of 1934, the members of the American  Stores  Benefit Plans  Committee have duly
caused  this  annual  report  to be  signed  by the  undersigned  hereunto  duly
authorized.                                                                     

                                   AMERICAN STORES COMPANY

June 25, 1999                                  By /s/  Paul Rowan               
                        Paul Rowan
                                   Senior Vice President

 F-2

11-K 3rd Page of 16 TOC 1st Previous Next ↓Bottom Just 3rd
Report of Independent Auditors

The Benefit Plans Committee                                                     
American Stores Retirement Estates                                              

We have audited the accompanying statements of net assets available for benefits
of American Stores Retirement  Estates as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits for the years
then ended.  These  financial  statements are the  responsibility  of the Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.                                                 

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the Plan at
December  31,  1998 and 1997,  and the changes in its net assets  available  for
benefits  for the years  then  ended,  in  conformity  with  generally  accepted
accounting principles.                                                          

Our audit was made for the  purpose of forming an opinion on the 1998  financial
statements taken as a whole. The  accompanying  supplemental  schedule of assets
held for investment  purposes as of December 31, 1998, is presented for purposes
of additional  analysis and is not a required  part of the financial  statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. The  supplemental  schedule is the  responsibility  of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is  fairly  stated  in all  material  respects  in  relation  to  the  financial
statements taken as a whole.                                                    

                                   /s/ ERNST & YOUNG LLP
Salt Lake City, Utah                                                            
June 23, 1999                                                                   

 F-3

11-K 4th Page of 16 TOC 1st Previous Next ↓Bottom Just 4th
American Stores Retirement Estates

 Statements of Net Assets Available for Benefits

                                                                [Download Table]

                                                            December 31,            
                                                       1998              1997       
                                                 ---------------- ------------------
                                                          (In Thousands)            
                                                                                    

  ASSETS                                                                            
  Value of investments in the Master Trust:                                         
      American Stores Company Common Stock Fund     $  765,230       $  382,495     
      Fixed Income Fund                                320,457          295,262     
      Regular Fund                                   2,286,487        2,427,841     
      Short Maturity Fund                              149,524          137,373     
      All Equity Fund                                  216,970          257,609     
      Loans to participants                            135,450          128,601     
                                                 ---------------- ------------------
                                                     3,874,118        3,629,181     

  Value of investments in Mutual Funds                 767,887          385,271     
                                                 ---------------- ------------------
  Total value of investments                         4,642,005        4,014,452     

  Receivable from American Stores Company               88,000           86,000     
  Interest and dividends receivable                      1,843            1,716     
                                                 ---------------- ------------------

  Net assets available for benefits                 $4,731,848       $4,102,168     
                                                 ================ ==================

See notes to financial statements.                                                  

 F-4

11-K 5th Page of 16 TOC 1st Previous Next ↓Bottom Just 5th
American Stores Retirement Estates

Statements of Changes in Net Assets Available for Benefits

                                                        [Enlarge/Download Table]

                                                               Year ended December 31,          
                                                               1998                1997         
                                                        ------------------- --------------------
                                                                    (In Thousands)              
                                                                                                
Additions:                                                                                      
   Contributions:                                                                               
     Participants                                             $   91,459          $   90,354    
     American Stores Company                                      88,000              86,000    
     Forfeitures                                                   3,791               1,252    
                                                        ------------------- --------------------
                                                                 183,250             177,606    
   Income from investments in Master Trust:                                                     
     American Stores Company                                                                    
       Common Stock Fund                                         315,118               6,729    
     Fixed Income Fund                                            24,625              22,747    
     Regular Fund                                                267,059             337,501    
     Short Maturity Fund                                           8,370               8,639    
     All Equity Fund                                              24,919              38,071    
                                                        ------------------- --------------------
                                                                 640,091             413,687    

   Income from investments in Mutual Funds:                      113,056              37,652    
   Transfers to other plans                                           (7)             (1,420)   
   Exchanges from other funds                                  3,557,001           3,118,408    
                                                        ------------------- --------------------
                                                               3,670,050           3,154,640    
Deductions:                                                                                     
   Withdrawals                                                   301,183             231,526    
   Administrative fees                                             5,527               4,250    
   Exchanges to other funds                                    3,557,001           3,118,408    
                                                        ------------------- --------------------
                                                               3,863,711           3,354,184    
                                                        ------------------- --------------------
Net additions                                                    629,680             391,749    

Net assets available for benefits at beginning of year         4,102,168           3,710,419    
                                                        ------------------- --------------------

Net assets available for benefits at end of year              $4,731,848          $4,102,168    
                                                        =================== ====================

See notes to financial statements.                                                              

 F-5

11-K 6th Page of 16 TOC 1st Previous Next ↓Bottom Just 6th
American Stores Retirement Estates

 Notes to Financial Statements

 December 31, 1998

NOTE A - Summary of Significant Accounting Policies                             

Investments in Master Trust:  Investments in the Master Trust Fund are stated at
fair value.  The majority of  investment  values are  ascertained  from national
security  exchanges.  American  Stores Company Common Stock,  which is traded on
national securities exchanges, and other equity securities are valued within the
Master Trust Fund at the last  reported  sales price on the last business day of
the Plan year. All  government  and corporate  debentures are valued at the last
reported  sales  price on the last  business  day of the Plan year on a national
security  exchange  plus any accrued  interest  within the Master Trust Fund. If
there are no such sales or listings on a national security exchange, alternative
sources  are  used.  Loans to  participants  are  stated  at  their  outstanding
balances, which approximates fair value.                                        

Investments  in Mutual  Funds:  Investments  in Mutual Funds  represent the fair
value of the  accumulated  assets of 158 mutual fund options.  The values of the
Mutual  Funds  are  ascertained  from  independently   published  sources.   The
investment amounts of each individual mutual fund are less than 5% of net assets
available for benefits and have been aggregated in the financial statements. The
income from investments in Mutual Funds is also aggregated and is not indicative
of the results of any individual fund.                                          

Exchanges:  Exchanges  between  investment  fund  options  by  participants  are
recorded based upon the specific proceeds and cost of the investment at the date
of withdrawal or exchange.                                                      

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ from those estimates.          

 F-6

11-K 7th Page of 16 TOC 1st Previous Next ↓Bottom Just 7th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE B - Description of Plan                                                    

American  Stores  Retirement  Estates (the Plan) was  authorized by the Board of
Directors of American  Stores Company and was effective  January 1, 1985 for the
benefit of certain  employees of American  Stores  Company and its  subsidiaries
(the Company). The Plan is a defined contribution profit sharing plan maintained
primarily for the purpose of providing retirement income for participants and is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).                                                                        

Effective  July 1, 1995,  employees  become  eligible to participate in the Plan
upon  completion  of  one  year  of  service.  Employees  represented  by  labor
organizations are not eligible to participate in the Plan unless the Company and
the labor organization specifically agree to participation.                     

Plan participants may make personal deposits to the Plan on either or both a tax
deferred and an after-tax basis. Company  contributions to the Plan are set each
year at the  discretion of the  Company's  Board of Directors for the prior Plan
year and are irrevocable.  The Company  contributions  and forfeitures are first
used to restore  the  previously  forfeited  accounts  of  rehired  participants
pursuant to Plan provisions. The remainder of such contributions and forfeitures
are then  allocated to Plan  participants,  as described  below:  one quarter is
allocated among  participants who made personal  deposits to the Plan, pro rata,
based upon the  amounts of their  deposits  of up to 6% of  compensation.  Three
quarters are allocated among  participants as follows:  (i) each participant who
has received  compensation  in excess of the Social  Security  wage base for the
year is  allocated  an amount  equal to such  excess  times the  maximum  amount
allowable under Code Section 401(1);  and (ii) any amount remaining is allocated
among all  participants in proportion to the total  compensation of each for the
year.  Allocations  to  collective  bargaining  unit  employees  are  offset  by
obligations of the Company to contribute to a collective bargaining unit plan. A
participant's  compensation  in excess of $160,000  (adjusted  periodically)  is
excluded  in  determining  the amount of Company  contribution  and  forfeitures
allocated to the participant.                                                   

Company  contributions  made on behalf of  participants  that are not based upon
deposits  made  by  such  participants  vest on a  graduated  schedule.  For all
participants  who perform at least one hour of service in any year  beginning on
or after  January 1, 1989,  the  schedule  commences  with 30% at three years of
service and  increases  annually to full  vesting at seven years of service (the
7-Year  Vesting  Schedule).   Personal  deposits  of  participants  and  Company
contribution allocations based upon personal deposits of participants fully vest
immediately.                                                                    

 F-7

11-K 8th Page of 16 TOC 1st Previous Next ↓Bottom Just 8th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE B - Description of Plan (continued)                                        

The Plan  presently  maintains  five custom  investment  fund options within the
Master  Trust in which  participants  may  invest.  The custom  investment  fund
options are as follows:  (i) Company Stock Fund - consisting  solely of American
Stores Company Common Stock. This fund provides a high degree of risk because of
the volatility generally  associated with a single stock investment;  (ii) Fixed
Income Fund - provides a low to moderate  level of risk because of the diversity
of interest bearing  government and corporate  securities in the fund. This fund
contains  both  domestic and global  investments;  (iii) Regular Fund - provides
moderate  risk  because  of  the  balance   between   stocks  and  fixed  income
investments. The fund is diversified across industry sectors and types of equity
and fixed income  securities and contains both domestic and global  investments;
(iv) Short  Maturity  Fund -  provides  a very low level of risk  because of the
high-quality,  short-maturity fixed income investments included in the fund; (v)
All Equity Fund  provides a moderate to high level of risk.  The All Equity fund
is  diversified  across  industry  sectors and contains both domestic and global
equity investments. On October 1, 1996, the plan began offering a broad range of
Mutual Funds.  The Mutual Funds are managed by a variety of fund  managers.  The
investment  objectives  are stated by each fund and vary from fund to fund.  The
investment  objectives  of  each  fund  have  been  communicated  to  each  plan
participant.  As of December 31, 1998,  the plan offered 158 Mutual Fund options
from 21 investment companies, all of which had activity during the year.        

Participants  may apportion their deposits between more than one investment fund
option and can change their current deposit  investment mix as often as desired.
Existing  participant  account balances can be exchanged between investment fund
options once per day,  except for the American Stores Common Stock Fund. For the
American  Stores  Common  Stock  Fund,  participants  may make  investment  fund
exchanges  once a day,  as long as those  exchanges  are in the same  direction,
i.e.,  into or out of the fund.  However,  exchanges in the  opposite  direction
cannot be made until 30 days from the last exchange.                            

Each  participant's  share  of  the  Company  contribution  and  forfeitures  is
automatically  invested  according  to their  current  deposit  investment  mix.
Participants not making personal  deposits may specify an investment  option for
the  Company  contribution.   If  a  specification  is  not  made,  the  Company
contribution will be invested in the Short Maturity Fund.                       

Usual and  customary  investment  manager fees,  trustee  fees,  and all outside
administrative costs are paid by the Plan.                                      

 F-8

11-K 9th Page of 16 TOC 1st Previous Next ↓Bottom Just 9th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE B - Description of Plan (concluded)                                        

The number of  participants  investing  in each custom fund option and in Mutual
Funds in total (a  participant  can  invest in more than one fund  option and in
more than one mutual fund) at December 31, 1998 was:                            

Investment Fund Option                          Participants      
----------------------                          ------------      

American Stores Company Common Stock Fund         17,207          
Fixed Income Fund                                 24,200          
Regular Fund                                      35,483          
Short Maturity Fund                               15,730          
All Equity Fund                                   11,422          
Mutual Funds                                      34,420          

Upon separation from service, participants can elect to withdraw balances either
in a lump  sum or in  installments,  or the  balances  can be left in the  Plan.
Individuals  who transferred  amounts to the Plan which are  attributable to the
former  American  Stores Company  Retirement  Plan may receive their entire Plan
account balance as a deferred annuity.  Active employees may withdraw  after-tax
personal  deposits at any time,  but may only  withdraw  tax  deferred  personal
deposits upon the occurrence of an extreme financial hardship.  Participants may
also obtain loans from the Plan within certain limits.                          

NOTE C - Investments                                                            

All of the Plan's  assets are held by Fidelity  Management  Trust  Company,  the
Trustee of the Plan, which executes all transactions therein under the direction
of the Benefit Plans Committee.  The majority of the Plan's assets are held in a
Master Trust (84% as of December 31, 1998). The remaining assets are invested in
Mutual Funds.                                                                   

The  assets  held in the  Master  Trust are  commingled  with  assets of another
benefit plan.  The Company's  benefit  plans  participating  in the Master Trust
collectively  own,  through the Master Trust,  the assets based upon  investment
percentages.  Participant  transaction activity is designated to specific plans.
Accordingly,  each plan's  investment  percentage  in the Master  Trust  changes
regularly.  Income  earned by the Master  Trust is  allocated to the plans based
upon the investment percentage on the day the income is earned.                 

 F-9

11-K 10th Page of 16 TOC 1st Previous Next ↓Bottom Just 10th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE C - Investments (continued)                                                

ASRE's  investment  percentages of each fund in the Master Trust at December 31,
are:                                                                            

                   1998               1997
                    ------------------ -----------------

American Stores Company                                                         
Common Stock Fund                    20%               11%                  
Fixed Income Fund                       8%                8%                    
Regular Fund                           59%               67%                    
Short Maturity Fund                     4%                4%                    
All Equity Fund                         6%                7%                    
Participant Loans                       3%                3%                    

The total assets,  liabilities and results of operations of the Master Trust are
as follows:                                                                     

                                  December 31,
                                1998              1997
                                   ---------------- ------------------
                                  (In Thousands)

Assets                               $3,890,078          $3,638,128 

Liabilities                              14,377               7,435 
                                   ---------------- ------------------

Net Assets in Master Trust           $3,875,701          $3,630,693 
                                   ================ ==================

Change in Net Assets                 $  245,008          $  123,115 
                                   ================ ==================

The cost of investments for ASRE at December 31, 1998 and 1997 are as follows:  

                                                                [Download Table]

                            Number of Shares            Cost of Investments        
                            1998         1997           1998            1997       
                         ------------- ------------ --------------- ---------------
                             (In Thousands)                (In Thousands)          
                                                                                   
American Stores Company                                                            
 Common Stock Fund         20,511       18,525       $   411,379     $   288,467   
Fixed Income Fund                                        249,038         235,525   
Regular Fund                                           1,461,909       1,689,183   
Short Maturity Fund                                      132,117         123,586   
All Equity Fund                                          147,891         186,897   
Mutual Funds                                             692,434         379,346   
                                                    --------------- ---------------
                                                      $3,094,768      $2,903,004   
                                                    =============== ===============

F-10

11-K 11th Page of 16 TOC 1st Previous Next ↓Bottom Just 11th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE C - Investments  (concluded)                                               

The net  unrealized  appreciation  for ASRE in the  aggregate  from cost to fair
value of investments are as follows:                                            

                                                    (In Thousands)

Net unrealized appreciation at December 31, 1996            $    758,459        
Net 1997 unrealized appreciation                                 226,104        
                                                      ------------------------
Net unrealized appreciation at December 31, 1997                 984,563        
Net 1998 unrealized appreciation                                 429,067        
                                                      ========================
Net unrealized appreciation at December 31, 1998              $1,413,630        
                                                      ========================

Unrealized  appreciation for the year is the difference  between the fair values
at the beginning and the end of the year.                                       

NOTE D - Financial Instruments                                                  

Certain Plan investment  managers invest in derivative  foreign exchange forward
contracts for purposes of hedging or moderating  the currency  risks  associated
with holding  investments  denominated in foreign  currencies.  Foreign exchange
forward contracts  represent  agreements to exchange the currency of one country
for the currency of another  country at an agreed-upon  price, on an agreed-upon
settlement date. Contracts are generally taken for periods ranging from 30 to 90
days,  then renewed,  generally,  if the Plan  continues to hold the  underlying
foreign investment. Each investment manager's usage of such derivative financial
instruments is limited by the Plan's  contractual  investment  guidelines  which
prohibit the speculative or leveraged use of derivatives.                       

F-11

11-K 12th Page of 16 TOC 1st Previous Next ↓Bottom Just 12th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE D - Financial Instruments (continued)                                      

Foreign exchange forward  contracts are stated at fair value,  under the heading
of `Value of  Investments  in the Master Trust' in the  Statements of Net Assets
Available  for  Benefits,  which  represents  the amounts that the Plan would be
required to pay, at December 31, 1998,  to cancel the contracts or transfer them
to other parties.                                                               

The notional or contract amounts of foreign  exchange forward  contracts are not
recorded as assets or liabilities on the Statements of Net Assets  Available for
Benefits and do not represent the potential  gain or loss  associated  with such
transactions.                                                                   

At December 31, 1998, the Plan had the following open foreign  exchange  forward
contracts:                                                                      

Forward Contracts to Sell Foreign Currencies and Buy U.S. Dollars               

                      Notional Amount               Fair Value
                         ---------------------------- --------------------------
                        (In Thousands)

Fixed Income Fund                 $17,238                      $  47        
Regular Fund                       48,972                       (218)       
All Equity Fund                       531                        (52)       
                         ============================ ==========================
                           $66,741                      $(223)
                         ============================ ==========================

Forward Contracts to Buy Foreign Currencies and Sell U.S. Dollars               

                         Notional Amount                Fair Value
                         ----------------------------- -------------------------
                          (In Thousands)

Fixed Income Fund                 $18,924                     $  (69)       
Regular Fund                       50,981                       (190)       
All Equity Fund                       160                         (1)       
                         ============================== ========================
                           $70,065                      $(260)
                         ============================== ========================

Credit risk  represents the Plan's  potential loss on foreign  exchange  forward
contracts if all  counterparties  to such contracts fail to perform according to
the terms of the contract.  Credit risk is calculated  using  year-end  currency
exchange  rates.  Historically,  there have not been any losses  associated with
counterparty non-performance on foreign exchange forward contracts.  Exposure to
loss on  these  contracts  will  increase  or  decrease  over  the  lives of the
contracts as currency exchange rates fluctuate.                                 

F-12

11-K 13th Page of 16 TOC 1st Previous Next ↓Bottom Just 13th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE D - Financial Instruments (concluded)                                      

At December 31, 1998, credit risk related to these contracts was as follows:    

                                  (In Thousands)

Fixed Income Fund                      $   289  
Regular Fund                             1,904  
                                     =====================
                                      $2,193
                                     =====================

NOTE E - Allocation of Plan Assets to Investment Fund Options                   

                                                        [Enlarge/Download Table]
                                                                                                                  

                                                    Receivable                                                    
                                                       from               Interest and            Net Assets      
  Investment Fund Option                          American Stores           Dividends          Available for Plan 
                              Investments            Company*              Receivable               Benefits      
-------------------------- ------------------- ---------------------- ---------------------- ---------------------
                                                             (In Thousands)                                       

As of December 31, 1998:                                                                                          
ASC Common                                                                                                        
    Stock Fund                 $  765,230               $                     $1,843               $  767,073     
Fixed Income Fund                 320,457                                                             320,457     
Regular Fund                    2,286,487                                                           2,286,487     
Short Maturity Fund               149,524                                                             149,524     
All Equity Fund                   216,970                                                             216,970     
Mutual Funds                      767,887                     -                    -                  767,887     
Company Contribution                                     88,000                                        88,000     
Loans to Participants             135,450                                          -                  135,450     
                           ------------------- ---------------------- --------------------- ----------------------

Total                          $4,642,005               $88,000               $1,843               $4,731,848     
                           =================== ====================== ===================== ======================

As of December 31, 1997:                                                                                          
ASC Common                                                                                                        
     Stock Fund                $  382,495               $10,522               $1,716               $  394,733     
Fixed Income Fund                 295,262                 7,544                                       302,806     
Regular Fund                    2,427,841                37,347                                     2,465,188     
Short Maturity Fund               137,373                 8,294                                       145,667     
All Equity Fund                   257,609                10,270                                       267,879     
Mutual Funds                      385,271                12,023                    -                  397,294     
Loans to Participants             128,601                     -                    -                  128,601     
                           ------------------- ---------------------- --------------------- ----------------------

Total                          $4,014,452               $86,000               $1,716               $4,102,168     
                           =================== ====================== ===================== ======================
*  Balances reclassified to reflect actual allocations for 1997.                                                  

F-13

11-K 14th Page of 16 TOC 1st Previous Next ↓Bottom Just 14th
American Stores Retirement Estates

 Notes to Financial Statements (continued)

NOTE F  -  Allocation  of Plan  Income and Changes  in Plan Assets to Investment
Fund Options                                              

                                                        [Enlarge/Download Table]
                                                                                                                                    

                                           Income from                                                                              
                   Participant   Company   Investment in    Transfers    Withdrawals       Exchange of         Admini-   Net        
Year Ended         Contri-       Contri-   Master Trust     (to)from     less For-     Participant Holdings    strative  Additions  
December 31, 1998  butions       butions*  & Mutual Funds   Other Plans  feitures     Additions   Deductions   Fees     (Deductions)

                   -----------------------------------------------------------------------------------------------------------------
                               (In Thousands)                                                                                       
ASC Common Stock                                                                                                                    
   Fund                $11,389   $     -   $315,118         $   (26)     $ (22,802)   $  290,803  $  (218,280)  $  (885)  $ 375,317 
Fixed Income Fund        8,005         -     24,625               -        (32,693)      144,996     (125,310)     (594)     19,029 
Regular Fund            38,970         -    267,059              (4)      (157,620)      203,904     (522,095)   (3,026)   (172,812)
Short Maturity Fund      3,578         -      8,370               -        (19,356)      373,832     (361,971)     (237)      4,216 
All Equity Fund         10,907         -     24,919               -        (14,877)       64,104     (135,300)     (437)    (50,684)
Mutual Funds            18,610         -    113,056              23        (43,986)    2,479,362   (2,194,045)     (348)    372,672 
Company                                                                                                                             
   Contribution              -    88,000          -               -              -             -             -        -      88,000 
Loan Defaults                -         -          -               -         (6,058)            -             -        -      (6,058)
------------------------------------------------------------------------------------------------------------------------------------
Total                  $91,459   $88,000   $753,147         $    (7)     $(297,392)   $3,557,001  $(3,557,001)  $(5,527)  $ 629,680 
====================================================================================================================================

Year Ended                                                                                                                          
December 31, 1997                                                                                                                   

ASC Common Stock                                                                                                                    
   Fund                $11,888   $10,522   $  6,729         $   (71)     $ (15,496)   $  850,722  $  (779,515)  $  (673)  $  84,106 
Fixed Income Fund        8,897     7,544     22,747            (603)       (26,012)       74,206     (103,299)     (441)    (16,961)
Regular Fund            44,049    37,347    337,501            (418)      (142,926)      296,637     (507,074)   (2,585)     62,531 
Short Maturity Fund      3,023     8,294      8,639             (32)       (16,187)      530,774     (540,392)     (152)     (6,033)
All Equity Fund         13,239    10,270     38,071            (269)       (13,763)      181,404     (227,952)     (399)        601 
Mutual Funds             9,258    12,023     37,652             (27)       (11,038)    1,184,665     (960,176)        -     272,357 
Loan Defaults                -         -          -               -         (4,852)            -            -         -      (4,852)
-------------------=================================================================================================================
Total                  $90,354   $86,000   $451,339         $(1,420)     $(230,274)   $3,118,408  $(3,118,408)  $(4,250)  $ 391,749 
====================================================================================================================================

*  Balances reclassified to reflect actual allocations for 1997.                                                                    

F-14

11-K 15th Page of 16 TOC 1st Previous Next ↓Bottom Just 15th
American Stores Retirement Estates

 Notes to Financial Statements (concluded)

NOTE G - Income Tax Status                                                      

The Plan has received a determination  letter from the Internal  Revenue Service
dated May 9, 1995,  stating that the Plan is qualified  under Section  401(a) of
the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the
IRC to maintain its qualification.  The Plan administrator  believes the Plan is
being operated in compliance  with the applicable  requirements  of the IRC and,
therefore,  believes  that the Plan is  qualified  and the related  trust is tax
exempt.                                                                         

NOTE H - Transactions with Parties-in-Interest                                  

During 1998 and 1997,  the ASC Stock Fund received  $6,611,903  and  $5,380,059,
respectively, in common stock dividends from American Stores Company.           

NOTE I - Merger of American Stores Company with Albertson's Inc.                

On June 23, 1999, the Company finalized a merger agreement with Albertson's Inc.
The Company  became a wholly-owned  subsidiary of Albertson's  and each share of
American  Stores Company common stock held in the American Stores Company Common
Stock  Fund was  converted  into 0.63  shares  of  Albertson's  Common  Stock in
accordance with the merger agreement.  Contributions  previously directed to the
ASC Common Stock Fund will be invested in Albertson's Common Stock.             

NOTE J - Year 2000 (unaudited)                                                  

The Company has  determined  that it will be necessary to take certain  steps in
order to ensure that the Plan's information  systems are prepared to handle year
2000  dates.  The  Company  is taking a two  phase  approach.  The  first  phase
addresses  internal  systems  that must be  modified  or  replaced  to  function
properly.  Both internal and external resources are being utilized to replace or
modify existing software  applications,  and test the software and equipment for
the year 2000  modifications.  The Company  believes  that it has  substantially
completed this phase of the project.  Costs  associated with modifying  software
and  equipment  are not  estimated  to be  significant  and  will be paid by the
Company.                                                                        

For  the  second  phase  of the  project,  Plan  management  established  formal
communications  with its third party  service  providers to determine  that they
developed  plans to address  year 2000 as they relate to the Plan's  operations.
All third party service  providers  have  indicated  that they will be year 2000
compliant by late 1999. If modification of data processing systems of either the
Plan, the Company,  or its service providers are not completed timely,  the year
2000  problem  could  have a  material  impact  on the  operations  of the Plan.
Contingency plans are expected to involve manual work arounds.                  

F-15

11-K Last Page of 16 TOC 1st Previous Next ↓Bottom Just 16th
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-25613)  pertaining to the American Stores  Retirement  Estates of our
report  dated June 23,  1999,  with  respect  to the  financial  statements  and
schedule  of the  American  Stores  Retirement  Estates  included in this Annual
Report (Form 11-K) for the year ended December 31, 1998.                        

                       /s/ ERNST & YOUNG LLP

Salt Lake City, Utah                                                            
June 23, 1999                                                                   

F-16

11-K	1st Page of 16	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

11-K	2nd Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 2nd

11-K	3rd Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 3rd

11-K	4th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 4th

11-K	5th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 5th

11-K	6th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 6th

11-K	7th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 7th

11-K	8th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 8th

11-K	9th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 9th

11-K	10th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 10th

11-K	11th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 11th

11-K	12th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 12th

11-K	13th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 13th

11-K	14th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 14th

11-K	15th Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 15th

11-K	Last Page of 16	TOC	1st	Previous	Next	↓Bottom	Just 16th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘11-K’ Filing	Date	First	Last	Other Filings

Filed on:	6/25/99	2
	6/23/99	3	16
For Period End:	12/31/98	1	16
	12/31/97	2	14	11-K
	12/31/96	11		11-K
	10/1/96	8
	7/1/95	7
	5/9/95	15
				List all Filings

↑Top

Filing Submission 0000090811-99-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

American Stores Co/New – ‘11-K’ for 12/31/98

On: Friday, 6/25/99 · For: 12/31/98 · Accession #: 90811-99-6 · File #: 0-19534

Previous ‘11-K’: ‘11-K’ on 6/26/98 for 12/31/97 · Latest ‘11-K’: This Filing

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-KFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report of an Employee Stock Purchase, Savings or Similar Plan — Form 11-K
Filing Table of Contents