EX-1
from 8-A12B/A
1 page
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 Albertson's, 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: Albertson's, Inc. By: /S/ Kaye L. O'RIORDAN By: /S/ Gary G. Michael Kaye L. O'RIORDAN Gary G. Michael Corporate Secretary Chairman of the Board and Chief Executive Officer Attest: Chasemellon Shareholder Services, L.L.C. By: /S/ Patricia D. Dedrick By: /S/ Asa Drew Name: Patricia D. Dedrick Name: Asa Drew Title: Assistant Vice President Title: Assistant Vice President
12/34/56
