64FR35160 Albertson's Inc., et al., Analysis To Aid Public Comment

[Federal Register: June 30, 1999 (Volume 64, Number 125)]
[Notices]
[Page 35160-35168]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr30jn99-90]

=======================================================================
-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

[File No. 9810339]

Albertson's Inc., et al., Analysis To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

-----------------------------------------------------------------------

SUMMARY: The consent agreement in this matter settles alleged
violations of federal law prohibiting unfair methods or deceptive acts
or practices or unfair methods of competition. The attached Analysis to
Aid Public Comment describes both the allegations in the draft
complaint that accompanies the consent agreement and the terms of the
consent order--embodied in the consent agreement--that would settle
these allegations.

DATES: Comments must be received on or before August 30, 1999.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary,
Room 159, 600 Pennsylvania Avenue, NW, Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Richard Liebeskind or James Fishkin,
FTC/S-2105, 601 Pennsylvania Avenue, NW, Washington, DC 20580, (202)
326-2441 or (202) 326-2663.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46, and Section 2.34 of
the Commission's Rules of Practice, 16 CFR 2.34, notice is hereby given
that the above-captioned consent agreement containing a consent order
to cease and desist, having been filed with and accepted, subject to
final approval, by the Commission, has been placed on the public record
for a period of sixty (60) days. The following Analysis to Aid Public
Comment describes the terms of the consent agreement, and the
allegations in the complaint. An electronic copy of the full text of
the consent agreement package can be obtained from the FTC Home Page
(for June 22, 1999), on the World Wide Web, at ``http://www.ftc.gov/os/
actions97.htm.'' A paper copy can be obtained from the FTC Public
Reference Room, Room H-130, 600 Pennsylvania Avenue, NW, Washington, DC
20580, either in person or by calling (202) 326-3627.
Pubic comment is invited. Comments should be directed to: FTC/
Office of the Secretary, Room 159, 600 Pennsylvania Avenue, NW,
Washington, DC 20580. Two paper copies of each comment should be filed,
and should be accompanied, if possible, by a 3\1/2\ inch diskette
containing an electronic copy of the comments. Such comments or views
will be considered by the Commission and will be available for
inspection and copying at its principal office in accordance with
Section 4.9(b)(6)(ii) of the Commission's Rules of Practice (16 CFR
4.9(b)(6)(ii)).

Analysis of the Draft Complaint and Proposed Consent Order To Aid
Public Comment

I. Introduction

The Federal Trade Commission (``Commission'') has accepted for
public comment from Albertson's, Inc. (``Albertson's'') and American
Stores Company (``American Stores'') (collectively ``the Proposed
Respondents'') an Agreement Containing Consent Order (``the proposed
consent order''). The Proposed Respondents have also reviewed a draft
complaint that the Commission contemplates issuing. The proposed
consent order is designed to remedy likely anticompetitive effects
arising from Albertson's proposed stock-for-stock acquisition of all of
the outstanding securities of American Stores.

II. Description of the Parties and the Proposed Acquisition

Albertson's, a Delaware corporation headquartered in Boise, Idaho,
operates approximately 994 supermarkets in 25 Western, Midwestern, and
Southern states. Albertson's supermarkets operate primarily under the
``Albertson's,'' ``Max Grocery Warehouse,'' ``Seessel's'' and
``Smitty's'' trade names. Albertson's competes with American Stores in
California, Nevada and New Mexico. Albertson's operates 177
supermarkets in California, 31 supermarkets in Nevada, and 19
supermarkets in New Mexico. Albertson's total sales for the fiscal year
that ended on January 28, 1999, were approximately $16.0 billion.
Albertson's is the fourth largest supermarket chain in the United
States, based on total sales. After the merger with American Stores,
Albertson's will become the second largest supermarket chain in the
United States.
American Stores, a Delaware corporation headquartered in Salt Lake
City, Utah, operates approximately 802 supermarkets and 773 stand-alone
pharmacies in 31 states. American Stores operates supermarkets,
including combination supermarket and pharmacies, in 12 Western,
Midwestern and Eastern states under the ``Lucky.'' ``Lucky Sav-On,''
``SuperSaver,'' ``Acme Markets,'' and ``Jewel Food Stores'' trade
names. American Stores operates approximately 411 supermarkets in
California, 25 supermarkets in Nevada, and 11 supermarkets in New
Mexico. These American Stores supermarkets are all in the company's
Lucky Division and operate under the ``Lucky,'' ``SuperSaver'' and
``Lucky Sav-On'' trade names. American Stores' total sales for the
fiscal year that ended on January 30, 1999, were $19.9 billion. Based
on total sales, American Stores is the second largest supermarket chain
in the United States.
On August 2, 1999, Albertson's, Abacus Holdings, Inc. (``Abacus''),
a wholly owned subsidiary of Albertson's, and American Stores entered
into an Agreement and Plan of Merger pursuant to which Abacus will
acquire all of the outstanding securities of American Stores. Under the
merger agreement, Abacus will convert the American Stores stock into
Albertson's stock based on a 0.63 exchange rate. As a result, 100
shares of American Stores stock will be converted to 63 shares of
Albertson's stock. The transaction, at the time it was negotiated, had
a total value of approximately $11.7 billion, including an equity value
of $8.3 billion and debt of $3.4 billion. Today, the acquisition is
valued at approximately $13 billion.

III. The Draft Complaint

The draft complaint alleges that the relevant line of commerce
(i.e., the product market) is the retail sale of food and grocery items
in supermarkets.

[[Page 35161]]

Supermarkets provide a distinct set of products and services for
consumers who desire to one-stop shop for food and grocery products.
Supermarkets carry a full line and wide selection of both food and
nonfood products (typically more than 10,000 different stock-keeping
units (``SKUs'')), as well as a deep inventory of those SKUs in a
variety of brand names and sizes. In order to accommodate the large
number of food and nonfood products necessary for one-stop shopping,
supermarkets are large stores that typically have at least 10,000
square feet of selling space. Supermarkets in California, Nevada and
New Mexico tend to have at least 20,000 square feet and carry at least
20,000 SKUs.
Supermarkets compete primarily with other supermarkets that provide
one-stop shopping for food and grocery products. Supermarkets base
their food and grocery prices on the prices primarily of food and
grocery products sold at nearby supermarkets. Supermarkets do not
regularly price-check food and grocery products sold at other types of
stores such as club stores or limited assortment stores, and do not
significantly change their food and grocery prices in response to
prices at other types of stores. Most consumers shopping for food and
grocery products at supermarkets are not likely to shop elsewhere in
response to a small price increase by supermarkets.
Retail stores other than supermarkets that sell food and grocery
products, such as neighborhood ``mom & pop'' grocery stores, limited
assortment stores, convenience stores, specialty food stores (e.g.,
seafood markets, bakeries, etc.), club stores military commissaries,
and mass merchants, do not effectively constrain most prices at
supermarkets. These other stores operate significantly different retail
formats and sell far more limited assortments of items. None of these
stores offers a supermarket's distinct set of products and services
that enable consumers to one-stop shop for food and grocery products.
The draft complaint alleges that the relevant sections of the
country (i.e., the geographic markets) in which to analyze the
acquisition are the areas in an near the following cities and towns:
(a) Antioch/Pittsburg, California; (b) Apple Valley/Hesperia/
Victorville, California; (c) Atascadero, California; (d) Auburn,
California; (e) Greater Bakersfield, California, (f) Claremont/Pomona/
Rancho Cucamonga, California; (g) Danville/San Ramon/Dublin/Pleasanton,
California; (h) Davis, California; (i) Encinitas, California; (j)
Escondido, California; (k) Fallsbrook, California; (1) Grass Valley,
California; (m) Grover City/Arroyo Grande, California; (n) Jackson,
California; (o) La Mesa/El Cajon, California; (p) Laguna Beach,
California; (q) Lancaster/Palmdale, California; (r) Livermore,
California; (s) Lompoc, California; (t) Monterey/Seaside/Del Rey Oaks/
Pacific Grove, California; (u) Moorpark, California; (v) Morro Bay/Los
Osos, California; (w) Murrieta/Temecula, California; (x) Napa,
California; (y) Northern Covina, California, an area that includes
Azusa, Baldwin Park, Charter Oak, Citrus, Covina, Glendora, La Puenta,
Valinda, Vincent, West Covina, and West Puente; (z) Oceanside/Vista/
Carlsbad, California; (aa) Oxnard, California; (bb) Palm Springs/Indio,
California; (cc) Paso Robles, California; (dd) Petaluma, California;
(ee) Poway/North San Diego, California; (ff) Ramona, California; (gg)
Redlands, California; (hh) Rialto/Fontana, California; (ii) Riverside/
Corona, California; (jj) Greater Sacramento, California, and narrower
markets contained therein; (kk) Salinas, California; (ll) San Luis
Obispo, California; (mm) Santa Barbara/Goleta, California; (nn) Santa
Clarita, California; (oo) Santa Cruz/Capitola, California; (pp) Santa
Maria/Orcutt, California; (qq) SantaRosa, California; (rr) Simi Valley,
California; (ss) Sonoma/Hot Springs, California; (tt) South Los Angeles
County/North Orange County, California; and narrower markets contained
therein;\1\ (uu) South Orange County, California, and narrower markets
contained therein; (vv) Southern Covina California, an area that
includes the communities of Diamond Bar, Hacienta Heights, South San
Jose Hills, and Walnut; (ww) Thousand Oaks/Newbury Park/Casa Conejo,
California; (xx) Torrance, California; (yy) Vacaville, California; (zz)
Watsonville/Freedom, California; (aaa) Eastern Albuquerque, New Mexico;
(bbb) Las Cruces, New Mexico; (ccc) Roio Rancho/Northwest Albuquerque,
New Mexico; (ddd) Santa Fe, New Mexico; and (eee) Greater Las Vegas/
Henderson, Nevada, and narrower markets contained therein.
---------------------------------------------------------------------------

\1\ The draft complaint defines ``South Los Angeles County/North
Orange County'' as an area bordered on the north by the Santa Monica
and San Joes Hills/Puente Hills/Chino Hills, on the west by
Interstate 710 and the Pacific Ocean, on the east by the Santa Ana
Mountains, and on the south by the Laguna Hills and El Toro Marine
Corps Air Base.
---------------------------------------------------------------------------

Albertson's and American Stores are actual and direct competitors
in all the above listed markets other than Antioch/Pittsburg,
Atascadero, Fallbrook, Morro Bay/Los Osos, and Santa Maria/Orcutt.
Albertson's is an actual potential competitor against American Stores
in and near Antioch/Pittsburg, Atascadero, Fallbrook, and Santa Maria/
Orcutt, California. American Stores is an actual potential competitor
against Albertson's in Morro Bay/Los Osos, California. But for the
acquisition, Albertson's and American Stores would have become direct
competitors in and near Antioch/Pittsburg, Atascadero, Fallbrook, Morro
Bay/Los Osos, and Santa Maria/Orcutt, California. The acquisition will
eliminate that competition.
The draft complaint alleges that the post-merger markets would all
be highly concentrated, whether measured by the Herfindahl-Hirschman
Index (commonly referred to as ``HHI'') or by four-firm concentration
ratios.\2\ The acquisition would substantially increase concentration
in each market. The post-acquisition HHIs in the geographic markets
would range from 2,000 to 8,090. Concentration levels in the geographic
markets alleged in the draft complaint would not materially different
even if club stores and limited assortment stores were included in
product market.
---------------------------------------------------------------------------

\2\ The HHI is a measurement of market concentration calculated
by summing the squares of the individual market shares of all the
participants.
---------------------------------------------------------------------------

The draft complaint further alleges that entry is difficult and
would not be timely, likely, or sufficient to prevent anticompetitive
effects in the relevant geographic markets.
The draft complaint also alleges that Albertson's proposed
acquisitions of all of the outstanding securities of American Stores,
if consummated, may substantially lessen competition in the relevant
markets in violations of Section 7 of the Clayton Act, as amended, 15
U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. 45, by eliminating direct competition between
supermarkets owned or controlled by Alberton's and supermarkets owned
or controlled by American Stores; by eliminating actual potential
competition between supermarkets owned or controlled by Alberton's and
supermarkets owned or controlled by American Stores; by increasing the
likelihood that Albertons's will unilaterally exercise power; and by
increasing the likelihood of, or facilitating, collusion or coordinated
interaction among the remaining supermarket firms. Each of these
effects increases the likelihood that the prices of food, groceries or
services will increase, and the quality and selection of food,
groceries or services will decrease, in the geographic

[[Page 35162]]

markets alleged in the proposed complaint.

IV. Terms of the Agreement Containing Consent Order (``the Proposed
Consent Order'')

The proposed consent order will remedy the Commission's competitive
concerns about the proposed acquisition. Under the terms of the
proposed consent order, Alberton's and American Stores must divest 144
identified supermarkets and five identified supermarket sites in the
relevant markets to five different upfront buyers. The supermarkets and
sites that the Proposed Respondents must divest consist of 104
Alberton's supermarkets and three Albertson's sites, and 40 American
Stores supermarkets and two American Stores sites. The 104 Alberton's
supermarkets consist of 96 stores that operate under the ``Alberton's
trade name and eight stores that operate under the ``Max Grocery
Warehouse'' trade name. The 40 American Stores supermarkets consist of
36 stores that operate under the ``Lucky'' trade name, three stores
that operate under the ``SuperSaver'' trade name, and one store that
operates under the ``Lucky Sav-On'' trade name.
In 37 of the 57 geographic markets, the Proposed Respondents will
divest either all of the Alberton's supermarkets or all of the American
Stores supermarkets to buyers who do not currently operate supermarkets
in these markets. In the remaining markets, the Proposed Respondent
will divest some combination of Alberton's and American Stores
supermarkets or sites or both. Divesting all of one party's assets
within a particularly market achieves several important competitive
goals that the proposed consent order is designed to achieve. It
ensures that the merger will not result in any increase in
concentration in that market. The divestiture will result in the same
number of players in the market holding the same relative shares of the
market as existed before the merger.
However, the Commission is willing to evaluate and, under certain
conditions, accept other divestiture packages if and when the parties
can satisfy the Commission that the divestiture will eliminate the
anticompetitive effects of concern. In order to do so, the Commission
will analyze the financial and competitive condition of the proposed
divestiture assets and that of the stores the Proposed Respondents
intend to retain. In this instance, the Commission has declined to
accept divestiture of supermarkets that are not profitable or are
declining in sales or profitability, and has acquired that ``mix-and-
match'' divestitures consist solely of competitively viable stores.
In 13 of the markets in which the Proposed Respondents are not
divesting either all of the Albertson's or all of the American Stores
supermarkets to buyers who do not currently operate supermarkets in
these markets, there will be no significant increase in concentration.
In the remaining seven markets, although there is nominally an increase
in concentration from the combined effect of the merger and
divestiture, the proposed increase in concentration is significant in
only one market (Bakersfield). In markets where the Proposed
Respondents are not divesting either all of the Albertson's or all of
the American Stores supermarkets, the proposed divestiture assets
consist of more profitable stores, rather than a divestiture of sales
volume from unprofitable stores.
The Commission's goal in evaluating possible purchasers of divested
assets is to maintain the competitive environment that existed prior to
the acquisition. When divestiture is an appropriate remedy for a
supermarket merger, the Commission requires the merging parties to find
a buyer for the divested stores. A proposed buyer must not itself
present competitive problems. For example, the Commission is less
likely to approve a buyer that already has a large retail presence in
the relevant geographic area than a buyer without such a presence. The
Commission is preliminarily satisfied that the purchasers presented by
the parties are well qualified to run the divested stores and that
divestiture to these purchases poses no separate competitive issues.
Public comments may address the suitability of the designated acquirers
to acquire the supermarkets at issue.
The five upfront buyers and the number of stores each is acquiring
are as follows: 31 stores to Certified Grocers of California; 27 stores
and one land site to Raley's; 40 stores and two land sites to Ralphs (a
Kroger/Fred Meyer subsidiary); 43 stores and one land site to Stater
Bros.; and three stores and one land site to Vons (a Safeway
subsidiary). A list of the specific supermarkets that Albertson's and
American Stores must divest to each of the upfront buyers is attached
at the end of this Analysis to Aid Public Comment. The proposed consent
order also requires Certified Grocers, which is acquiring 31 stores, to
divest at least 20 of the stores within 90 days from the time the order
becomes final. Certified Grocers is a food wholesaler that does not
operate many corporate-owned stores. Certified Grocers must seek prior
approval from the Commission to divest, within three years of the final
order, any supermarkets to any firms not preapproved in the proposed
consent order to acquire specific stores. Certified Grocers is made a
party to the proposed consent order for relief purposes and is subject
to civil penalties if it does not meet its obligations under the order.
The preapproved independent buyers that Certified Grocers plans to
sell identified supermarkets to include the following: A.J. Markets,
Inc. (d/b/a Amar Ranch); Arden Group (d/b/a Gelsons and Mayfair);
Berberian Enterprises (d/b/a Jons Market); Bianchini's Apple Market (d/
b/a Apple Market); Ceiland Coast, Inc.; Colonial Shopping Center, a
general partnership (d/b/a Young's Market); El Tigre Inc.
(d/b/a El Tigre Market); Goodwin & Sons, Inc. (d/b/a Village Market);
Hope Mart, Inc. (d/b/a Best Value Grocery Warehouse); K.V. Mart Co. (d/
b/a Top Valu and Valu Plus Food Warehouse); Rodd Mart, Inc. (d/b/a
Payless Foods); Stump's Apple Markets (d/b/a Apple Market); UKA's Big
Saver Food, Inc.
(d/b/a Big Saver Foods); Vallarta Foods Enterprises, Inc. (d/b/a
Vallarta Super Markets); and Ronald Ziff. The supermarkets that
Certified Grocers plans to sell to each preapproved buyer are
identified by location in the proposed consent order.
The proposed consent order requires that the divestitures must
occur no later than the earlier of (1) 30 to 120 days from when the
Commission accepts the agreement for public comment, depending on the
business plans of the specific upfront buyer, or (2) four months after
the Commission accepts the agreement for public comment.\3\ The amount
of time required for the divestitures varies with each of the acquirers
based on the acquirer's need to convert large numbers of new stores
into its operations. The proposed consent order also requires
Albertson's to include rescission provisions in its upfront buyer
agreements that allow it to rescind the transaction(s) if the
Commission, after the comment period, decides to reject any of the
upfront buyers. If, at the time the Commission decides to make the
proposed consent order final, the Commission notifies Albertson's that
any of the upfront buyers to which Albertson's has divested a
supermarket or site is not an acceptable acquirer, or that any upfront
buyer agreement is not an acceptable

[[Page 35163]]

manner of divestiture, then Albertson's must immediately rescind the
transaction in question and divest those assets within three months
after the proposed consent order becomes final. At that time,
Albertson's must divest those assets only to an acquirer that receives
the prior approval of the Commission and only in a manner that receives
the prior approval of the Commission. In the event that any Commission-
approved buyer is unable to take or keep possession of any of the
supermarkets identified for divestiture, a trustee that the Commission
may appoint has the power to divest any additional ancillary assets and
effect such arrangements as are necessary to satisfy the requirements
of the proposed consent order.
---------------------------------------------------------------------------

\3\ Acceptance of the proposed consent order for public comment
terminates the Hart-Scott-Rodino waiting period and enables
Albertson's to immediately acquire the American Stores stock.
---------------------------------------------------------------------------

The proposed consent order specifically requires the Proposed
Respondents to: (1) Maintain the viability, competitiveness and
marketability of the assets to be divested; (2) not cause the wasting
or deterioration of the assets to be divested; (3) not sell, transfer,
encumber, or otherwise impair their marketability or viability; (4)
maintain the supermarkets consistent with past practices; (5) use best
efforts to preserve existing relationships with suppliers, customers
and employees; and (6) keep the supermarkets open for business and
maintain the inventory of products in each store consistent with past
practice. The proposed consent order also contains more specific
details relating to maintaining store operations.
The proposed consent order also enables the Commission to appoint
an interim auditor trustee to ensure that the parties expeditiously
perform their respective responsibilities as required by the agreement,
including the asset maintenance provisions. This provision is included
in the proposed consent order because such a large number of stores
must be divested and because the last of these divestitures may not
occur for 120 days. The interim auditor trustee shall serve until the
parties have completed all of the required divestitures. The interim
auditor trustee does not have any responsibilities relating to the
stores being divested to Certified Grocers once such divestitures have
been accomplished, even if Certified Grocers later divests 20 or more
of these stores to other retail operators.
The proposed consent order also enables the Commission to appoint a
trustee to divest any supermarkets or sites identified in the order
that Albertson's and American Stores have not divested to satisfy the
requirements of the proposed consent order. The proposed consent order
also enables the Commission to seek civil penalties against Albertson's
for non-compliance with the proposed consent order.
For a period of 10 years from the date the proposed consent order
becomes final, the Proposed Respondents are required to provide written
notice to the Commission prior to acquiring supermarket assets located
in, or any interest (such as stock) in any entity that owns or operates
a supermarket located in, Alameda, Amador, Contra Costa, Kern, Los
Angeles, Monterey, Napa, Nevada, Orange, Placer, Riverside, Sacramento,
San Bernardino, San Diego, San Luis Obispo, Santa Barbara, Santa Cruz,
Solano, Sonoma, Ventura, or Yolo counties in California; Clark County
in Nevada; or Bernalillo, Dona Ana, Sandoval, or Santa Fe counties in
New Mexico. Proposed Respondents may not complete such an acquisition
until they have provided information requested by the Commission. This
provision does not restrict the Proposed Respondents from constructing
new supermarket facilities on their own; nor does it restrict the
Proposed Respondents from leasing facilities not operated as
supermarkets within the previous six months.
For a period of 10 years, the proposed consent order also prohibits
the Proposed Respondents from entering into or enforcing any agreement
that restricts the ability of any person that acquires any supermarket,
any leasehold interest in any supermarket, or any interest in any
retail location used as a supermarket on or after January 1, 1998, to
operate a supermarket at that site if such supermarket was formerly
owned or operated by the Proposed Respondents in Alameda, Amador,
Contra Costa, Kern, Los Angeles, Monterey, Napa, Nevada, Orange,
Placer, Riverside, Sacramento, San Bernardino, San Diego, San Luis
Obispo, Santa Barbara, Santa Cruz, Solano, Sonoma, Ventura, or Yolo
counties in California; Clark County in Nevada; or Bernalillo, Dona
Ana, Sandoval, or Santa Fe counties in New Mexico. In addition, the
Proposed Respondents may not remove fixtures or equipment from a store
or property owned or leased in these counties that is no longer in
operation as a supermarket, except (1) prior to a sale, sublease,
assignment, or change in occupancy or (2) to relocate such fixtures or
equipment in the ordinary course of business to any other supermarket
owned or operated by Proposed Respondents.
The Proposed Respondents are required to provide to the Commission
a report of compliance with the proposed consent order within thirty
days following the date on which they signed the proposed consent,
every thirty days thereafter until the divestitures are completed, and
annually for a period of 10 years.
The proposed consent order also has a provision relating to the
settlement agreements negotiated by California, Nevada and New Mexico.
If a State fails to approve any divestiture that has not been
completed, even though the parties are in compliance with the other
provisions of the proposed consent order, the time period in which the
divestiture must be completed will be extended 60 days, during which
the parties must exercise utmost good faith and best efforts to
resolves the concerns of that particular State.

V. Opportunity for Public Comment

The proposed consent order has been placed on the public record for
60 days for receipt of comments by interested persons. Comments
received during this period will become part of the public record.
After 60 days, the Commission will again review the proposed consent
order and the comments received and will decide whether it should
withdraw from the agreement or make the proposed consent order final.
By accepting the proposed consent order subject to final approval,
the Commission anticipates that the competitive problems alleged in the
complaint will be resolved. The purpose of this analysis is to invite
public comment on the proposed consent order, including the proposed
sale of supermarkets to Certified Grocers, Raley's, Ralphs, Stater, and
Vons, and the proposed divestitures by Certified Grocers to the various
independent buyers listed above, in order to aid the Commission in its
determination of whether to make the proposed consent order final. This
analysis is not intended to constitute an official interpretation of
the proposed consent order nor is it intended to modify the terms of
the proposed consent order in any way.

Schedule A--Supermarkets Divested to Certified Grocers

Supermarket in the Apple Valley/Hesperia/Victorville, California Market

1. Albertson's store no. 1609 operating under the ``Albertson's''
trade name, which is located at 20801 Bear Valley Road, Apple Valley,
California 92307 (San Bernardino County).

Supermarket in the Greater Bakersfield California Market

1. American Stores store no. 281 operating under the ``Lucky''
trade

[[Page 35164]]

name, which is located at 4801 White Lane, Bakersfield, California
93309 (Kern County).

Supermarkets in the Claremont/Pomona/Rancho Cucamonga, California
Market

1. Albertson's store no. 1675 operating under the ``Albertson's''
trade name, which is located at 2340 Foothill Boulevard, Laverne,
California 91750 (Los Angeles County);
2. Albertson's store no. 1983 operating under the ``Max Grocery
Warehouse'' trade name, which is located at 1445 East Foothill
Boulevard, Upland, California 91785 (San Bernardino County);
3. American Stores store no. 431 operating under the ``Lucky''
trade name, which is located at 4200 Chino Hills Parkway 400, Chino
Hills, California 91709 (San Bernardino County);
4. American Stores store no. 670 operating under the ``Lucky''
trade name, which is located at 685 West Foothill Boulevard, Upland,
California 91786 (San Bernardino County); and
5. American Stores store no. 679 operating under the ``Lucky''
trade name, which is located at 6351 Haven Avenue, Rancho Cucamonga,
California 91737 (San Bernardino County).

Supermarket in the Escondido, California Market

1. American Stores store no. 211 operating under the ``Lucky''
trade name, which is located at 606 North Escondido Boulevard,
Escondido, California 92025 (San Diego County).

Supermarket in the La Mesa/El Cajon, California Market

1. American Stores store no. 565 operating under the ``Lucky''
trade name, which is located at 7908 El Cajon Boulevard, La Mesa,
California 91641 (San Diego County).

Supermarket in the Lancaster/Palmdale, California Market

1. Albertson's store no. 1963 operating under the ``Max Grocery
Warehouse'' trade name, which is located at 1111 West Avenue I,
Lancaster, California 93534 (Los Angeles County).

Supermarket in the Murrieta/Temecula, California Market

1. Albertson's store no. 1611 operating under the ``Albertson's''
trade name, which is located at 29530 Rancho California Road, Temecula,
California 92591 (Riverside County).

Supermarket in the Northern Covina, California Market

1. American Stores store no. 620 operating under the ``Lucky''
trade name, which is located at 1385 North Citrus Avenue, Covina,
California 91722 (Los Angeles County);
2. American Stores store no. 873 operating under the ``Lucky trade
name, which is located at 13925 Amar Road, La Puente, California 90746
(Los Angeles County); and
3. American Stores store no. 884 operating under the ``Lucky Sav-
On'' trade name, which is located at 543 North Azusa, Covina,
California 91723 (Los Angeles County).

Supermarkets in the Oxnard, California Market

1. Albertson's store no. 682 operating under the ``Albertson's''
trade name, which is located at 450 South Ventura Road, Oxnard,
California 93030 (Ventura County); and
2. Albertson's store no. 1953 operating under the ``Max Grocery
Warehouse'' trade name, which is located at 2800 Saviers Road, Oxnard,
California 93030 (Ventura County).

Supermarket in the Petaluma, California Market

1. Albertson's store no. 720 operating under the ``Albertson's''
trade name, which is located at 169 North McDowell Boulevard, Petaluma,
California 94954 (Sonoma County).

Supermarket in the Rialto/Fontana, California Market

1. Albertson's store no. 1978 operating under the ``Max Grocery
Warehouse'' trade name, which is located at 515 South Riverside Avenue,
Rialto, California 92376 (San Bernardino County).

Supermarket in the Riverside/Corona, California Market

1. Albertson's store no. 1613 operating under the ``Albertson's''
trade name, which is located at 430 McKinley, Corona, California 91719
(Riverside County).

Supermarket in the Santa Barbara/Goleta, California Market

1. Albertson's store no. 622 operating under the ``Albertson's''
trade name, which is located at 3305 State Street, Santa Barbara,
California 93105 (Santa Barbara County).

Supermarket in the Simi Valley, California Market

1. American store no. 650 operating under the ``Lucky'' trade name,
which is located at 3963 Cochran, Simi Valley, California 93063
(Ventura County).

Supermarkets in the South Los Angeles County/North Orange County,
California Market

1. Albertson's store no. 1650 operating under the ``Albertson's''
trade name, which is located at 1720 East 17th Street, Santa Ana,
California 92701 (Orange County);
2. Albertson's store no. 1905 operating under the ``Max Grocery
Warehouse'' trade name, which is located at 4700 Cherry Avenue, Long
Beach, California 90807 (Los Angeles County);
3. Albertson's store no. 1906 operating under the ``Max Grocery
Warehouse'' trade name, which is located at 15300 Goldenwest,
Westminster, California 92683 (Orange County);
4. Albertson's store no. 1909 operating under the ``Max Grocery
Warehouse'' trade name, which is located at 12120 Carson Street,
Hawaiian Gardens, California 90716 (Los Angeles County); and
5. Albertson's store no. 1930 operating under the `` Max Grocery
Warehouse'' trade name, which is located at 12891 Harbor Boulevard,
Garden Grove, California 92640 (Orange County).

Supermarket in South Orange County, California Market

1. Albertson's store no. 609 operating under the ``Albertson's''
trade name, which is located at 602 El Camino Real, San Clemente,
California 92672 (Orange County).

Supermarket in the Southern Covina, California Market

1. Albertson's store no. 1666 operating under the ``Albertson's''
trade name, which is located at 21080 Golden Springs, Walnut,
California 91789 (Los Angeles County).

Supermarkets in the Thousand Oaks/Newbury Park/Casa Conejo, California
Market

1. American Stores store no. 286 operating under the ``Lucky''
trade made, which is located at 740 Moorpark Avenue, Thousand Oaks,
California 91360 (Ventura County); and
2. American Stores store no. 674 operating under the ``Lucky''
trade name, which is located at 2100 Newbury Road, Newbury Park,
California 91320 (Ventura County).

Supermarket in the Torrance, California Market

1. American Stores store no. 630 operating under the ``Lucky''
trade name, which is located at 4848 West 190th Street, Torrance,
California 90503 (Los Angeles County).

[[Page 35165]]

Schedule B--Supermarkets and Land Site Divested to Raley's

Supermarket and Land Site in the Greater Las Vegas/Henderson, Nevada
Market

1. Albertson's store no. 611 operating under the ``Albertson's''
trade name, which is located at 4015 South Buffalo Drive, Las Vegas,
Nevada 89117 (Clark County);
2. Albertson's store no. 614 operating under the ``Albertson's''
trade name, which is located at 55 South Valle Verde Drive, Henderson,
Nevada 89012 (Clark County);
3. Albertson's store no. 634 operating under the ``Albertson's''
trade name, which is located at 4790 East Flamingo Road, Las Vegas,
Nevada 89121 (Clark County);
4. Albertson's store no. 637 operating under the ``Albertson's''
trade name, which is located at 1570 North Eastern Avenue, Las Vegas,
Nevada 89101 (Clark County);
5. Albertson's store no. 686 operating under the ``Albertson's''
trade name, which is located at 260 East Lake Mead Drive, Henderson,
Nevada 89015 (Clark County);
6. Albertson's store no. 1606 operating under the ``Albertson's''
trade name, which is located at 1421 North Jones Boulevard, Las Vegas,
Nevada 89108 (Clark County);
7. Albertson's store no. 1616 operating under the ``Albertson's''
trade name, which is located at 3160 North Rainbow, Las Vegas, Nevada
89107 (Clark County);
8. Albertson's store no. 1618 operating under the ``Albertson's''
trade name, which is located at 2271 North Green Valley Parkway,
Henderson, Nevada 89014 (Clark County);
9. Albertson's store no. 1621 operating under the ``Albertson's''
trade name, which is located at 9200 West Sahara Avenue, Las Vegas,
Nevada 89117 (Clark County);
10. Albertson's store no. 1628 operating under the ``Albertson's''
trade name, which is located at 8570 West Lake Mead Boulevard, Las
Vegas, Nevada 89128 (Clark County);
11. Albertson's store no. 1638 operating under the ``Albertson's''
trade name, which is located at 4821 West Craig Road, Las Vegas, Nevada
89129 (Clark County);
12. Albertson's store no. 1642 operating under the ``Albertson's''
trade name, which is located at 3864 West Sahara Avenue, Las Vegas,
Nevada 89102 (Clark County);
13. Albertson's store no. 1659 operating under the ``Albertson's''
trade name, which is located at 2545 South Eastern Avenue, Las Vegas,
Nevada 89109 (Clark County);
14. Albertson's store no. 1660 operating under the ``Albertson's''
trade name, which is located at 8150 South Eastern Avenue, Las Vegas,
Nevada 89123 (Clark County);
15. Albertson's store no. 1664 operating under the ``Albertson's''
trade name, which is located at 120 South Rainbow, Las Vegas, Nevada
89128 (Clark County);
16. Albertson's store no. 1665 operating under the ``Albertson's''
trade name, which is located at 1255 South Lamb Boulevard, Las Vegas,
Nevada 89104 (Clark County);
17. Albertson's store no. 1678 operating under the ``Albertson's''
trade name, which is located at 1955 North Nellis Boulevard, Las Vegas,
Nevada 89115 (Clark County);
18. Albertson's store no. 1681 operating under the ``Albertson's''
trade name, which is located at 6150 West Flamingo Road, Las Vegas,
Nevada 89103 (Clark County);
19. Albertson's store no. 1684 operating under the ``Albertson's''
trade name, which is located at 2475 East Tropicana Avenue, Las Vegas,
Nevada 89121 (Clark County); and
20. Land Site for Albertson's store no. 633, which is located at
the northwest corner of Eastern and Maryland Parkway, Henderson, Nevada
89012 (Clark County).

Supermarkets in the East Albuquerque, New Mexico Market

1. Albertson's store no. 905 operating under the ``Albertson's''
trade name, which is located at 2200 Juan Tabo Boulevard NE,
Albuquerque, New Mexico 87112 (Bernalillo County);
2. Albertson's store no. 906 operating under the ``Albertson's''
trade name, which is located at 4401 Wyoming Boulevard NE, Albuquerque,
New Mexico 87111 (Bernalillo County);
3. Albertson's store no. 912 operating under the ``Albertson's''
trade name, which is located at 5555 Zuni SE, Albuquerque, New Mexico
87108 (Bernalillo County); and
4. Albertson's store no. 923 operating under the ``Albertson's''
trade name, which is located at 13150 Central Avenue SE, Albuquerque,
New Mexico 87123 (Bernalillo County).

Supermarkets in the Rio Rancho/Northwest Albuquerque, New Mexico Market

1. Albertson's store no. 915 operating under the ``Albertson's''
trade name, which is located at 6200 Coors Boulevard NW, Albuquerque,
New Mexico 87120 (Bernalillo County); and
2. Albertson's store no. 920 operating under the ``Albertson's''
trade name, which is located at 1660 Rio Rancho Drive SE, Rio Rancho,
New Mexico 87124 (Sandoval County).

Supermarkets in the Las Cruces, New Mexico Market

1. America Stores store no. 668 operating under the ``Lucky'' trade
name, which is located at 320 Wyatt Drive, Las Cruces, New Mexico 88001
(Dona Ana County); and
2. American Stores store no. 698 operating under the ``Lucky''
trade name, which is located at 3861 North Main, Las Cruces, New Mexico
88005 (Dona Ana County).

Schedule C--Supermarkets and Land Sites Divested to Ralphs

Supermarket in the Antioch/Pittsburg, California Market

1. American Stores store no. 122 operating under the ``SuperSaver''
trade name, which is located at 300 Atlantic Avenue, Pittsburg,
California 94565 (Contra Costa County).

Supermarket in the Atascadero, California Market

1. American Stores store no. 273 operating under the ``Lucky''
trade name, which is located at 8665 El Camino Real, Atascadero,
California 93422 (San Luis Obispo County).

Supermarket in the Auburn, California Market

1. Albertson's store no. 759 operating under the ``Albertson's''
trade name, which is located at 2795 Bell Road, Auburn, California
95603 (Placer County).

Supermarket in the Greater Bakersfield, California Market

1. American Stores store no. 280 operating under the ``Lucky''
trade name, which is located at 1121 Olive Drive, Bakersfield,
California 93308 (Kern County).

Supermarkets in the Danville/San Ramon/Dublin/Pleasant, California
Market

1. Albertson's store no. 703 operating under the ``Albertson's''
trade name, which is located at 9100 Alcosta Avenue, San Ramon,
California 94568 (Contra Costa County); and
2. Albertson's store no. 733 operating under the ``Albertson's''
trade name, which is located at 7333 Regional Street, Dublin,
California 94568 (Alameda County).

[[Page 35166]]

Supermarket in the Davis, California Market

1. Albertson's store no. 725 operating under the ``Albertson's''
trade name, which is located at 1800 East 8th Street, Davis, California
95616 (Yolo County).

Supermarket in the Grass Valley, California Market

1. American Stores store no. 323 operating under the ``Lucky''
trade name, which is located at 11867 Sutton Way, Grass Valley,
California 95945 (Nevada County).

Supermarket in the Grover/ City/Arroyo Grande, California Market

1. Albertson's store no. 1688 operating under the ``Albertson's''
trade name, which is located at 829 Oak Park Boulevard, Pismo Beach,
California 93449 (San Luis Obispo County).

Supermarket in the Jackson, California Market

1. American Stores store no. 193 operating under the ``Lucky''
trade name, which is located at 555 Highway 49, Jackson, California
95642 (Amador County).

Supermarket in the Laguna Beach, California Market

1. Albertson's store no. 612 operating under the ``Albertson's''
trade name, which is located at 700 South Coast Highway, Laguna Beach,
California 92651 (Orange County).

Supermarket in the Livermore, California Market

1. Albertson's store no. 763 operating under the ``Albertson's''
trade name, which is located at 919 East Stanley Boulevard, Livermore,
California 94550 (Alameda County).

Supermarket in the Lompoc, California Market

1. American Stores store no. 270 operating under the ``Lucky''
trade name, which is located at 729 North H Street, Lompoc, California
93436 (Santa Barbara County).

Supermarket in the Monterey/Seaside/Del Rey Oaks/Pacific Grove,
California Market

1. Albertson's store no. 794 operating under the ``Albertson's''
trade name, which is located at 815 Canyon Del Ray, Monterey,
California 93940 (Monterey County).

Land Site in the Morro Bay/Los Osos, California Market

1. Land Site for American Stores store no 592, which is located at
the northwest corner of Los Osos Valley Road and Southbay Boulevard,
Los Osos, California 93402 (San Luis Obispo County).

Supermarket in the Napa, California Market

1. Albertson's store no. 750 operating under the ``Albertson's''
trade name, which is located at 3682 Bel Aire Plaza, Napa, California
94558 (Napa County).

Supermarket in the Paso Robles, California Market

1. American Stores store no. 266 operating under the ``Lucky''
trade name, which is located at 2121 Spring Street, Paso Robles,
California 93446 (San Luis Obispo County).

Supermarkets in the Greater Sacramento, California Market

1. Albertson's store no. 702 operating under the ``Albertson's''
trade name, which is located at 5001 Foothills Boulevard, Roseville,
California 95678 (Placer County).
2. Albertson's store no. 761 operating under the ``Albertson's''
trade name, which is located at 2280 Sunrise Boulevard, Rancho Cordova,
California 95670 (Sacramento County).
3. Albertson's store no. 762 operating under the ``Albertson's''
trade name, which is located at 9522 Greenback Lane, Folsom, California
95630 (Sacramento County).
4. Albertson's store no. 765 operating under the ``Albertson's''
trade name, which is located at 6737 Watt Avenue, North Highlands,
California 95660 (Sacramento County).
5. Albertson's store no. 766 operating under the ``Albertson's''
trade name, which is located at 3615 Bradshaw Road, Sacramento
California 95827 (Sacramento County).
6. Albertson's store no. 769 operating under the ``Albertson's''
trade name, which is located at 5330 Stockton Boulevard, Sacaramento
California 95820 (Sacramento County).
7. Albertson's store no. 770 operating under the ``Albertson's''
trade name, which is located at 4560 Mack Road, Sacaramento California
95823 (Sacramento County).
8. Albertson's store no. 771 operating under the ``Albertson's''
trade name, which is located at 4080 Douglas Boulevard, Granite Bay,
California 95746 (Placer County).
9. Albertson's store no. 774 operating under the ``Albertson's''
trade name, which is located at 6124 San Juan, Citrus Heights,
California 95610 (Sacramento County).
10. Albertson's store no. 777 operating under the ``Albertson's''
trade name, which is located at 8122 Gerber Road, Sacramento,
California 95828 (Sacramento County).
11. Albertson's store no. 783 operating under the ``Albertson's''
trade name, which is located at 5025 Marconi Avenue, Carmichael,
California 95608 (Sacramento County).
12. Albertson's store no. 788 operating under the ``Albertson's''
trade name, which is located at 25000 Blue Ravine Road, Folsom,
California 95630 (Sacramento County);
13. American Stores no. 179 operating under the ``Super Saver''
trade name, which is located at 2351 Northgate Boulevard, Sacramento,
California 95833 (Sacramento County); and
14. American Stores no. 195 operating under the ``Lucky'' trade
name, which is located at 8539 Elk Grove Boulevard, California 95624
(Sacramento County).

Supermarket in the Salinas, California Market

1. Albertson's store no. 795 operating under the ``Albertson's''
trade name, which is located at 1030 East Alisal, Salinas, California
93905 (Monterey County).

Supermarket in the San Luis Obispo, California Market

1. American Stores store no. 271 operating under the ``Lucky''
trade name, which is located at 201 Madonna Road, San Luis Obispo,
California 93401 (San Luis Obispo County).

Supermarket in the Santa Cruz/Capitola, California Market

1. Albertson's store no. 719 operating under the ``Albertson's''
trade name, which is located at 1710 41st Avenue, Capitola, California
95010 (Santa Cruz County).

Supermarket in the Santa Maria/Orcutt, California Market

1. American Stores store no. 262 operating under the ``Lucky''
trade name, which is located at 4869 South Bradley, Orcutt, California
93455 (Santa Barbara County).

Supermarkets in the Santa Rosa, California Market

1. Albertson's store no. 760 operating under the ``Albertson's''
trade name, which is located at 461 Stony Point Road, Santa Rosa,
California 95401 (Sonoma County); and
2. American Stores no. 29 operating under the ``Lucky'' trade name,
which is located at 390 Coddingtown Center, Santa Rosa, California
95401 (Sonoma County).

[[Page 35167]]

Supermarket in the Sonoma, California Market

1. Albertson's store no. 756 operating under the ``Albertson's''
trade name, which is located at 201 West Napa Street, Sonoma,
California 95476 (Sonoma County).

Supermarket in the Vacaville, California Market

1. American Stores store no. 399 operating under the ``Lucky''
trade name, which is located at 615 Elmira Road, Vacaville, California
95687 (Solano County).

Supermarket in the Watsonville/Freedom, California Market

1. Albertson's store no. 786 operating under the ``Albertson's''
trade name, which is located at 2010 Freedom Boulevard, Freedom,
California 95019 (Santa Cruz County).

Supermarket and Land Site in the Santa Fe, New Mexico Market

1. American Stores store no. 688 operating under the ``Lucky''
trade name, which is located at 2308 Cerrillos Road, Santa Fe, New
Mexico 87505 (Sante Fe County); and
2. Land Site for American Stores store no. 701, which is located at
the northeast corner of Airport and South Meadows, Santa Fe, New Mexico
87505 (Santa Fe County).

Schedule D--Supermarkets and Land Site Divested to Stater

Supermarket in the Encinitas, California Market

1. Albertson's store no. 613 operating under the ``Albertson's''
trade name, which is located at 1048 North El Camino Real, Encinitas,
California 92024 (San Diego County).

Supermarkets in the Escondido, California Market

1. Albertson's store no. 1672 operating under the ``Albertson's''
trade name, which is located at 635 North Broadway, Escondido,
California 92025 (San Diego County); and
2. American Stores no. 561 operating under the ``Lucky'' trade
name, which is located at 1330 Mission Road, San Marcos, California
92069 (San Diego County).

Land Site for Supermarket in the Fallbrook, California Market

1. Land Site for Albertson's store no. 1692, which is located at
Mission and Pepper, Fallbrook, California 92028 (San Diego County).

Supermarkets in the Lancaster/Palmdale, California Market

1. Albertson's store no. 1619 operating under the ``Albertson's''
trade name, which is located at 1840 East Avenue J, Lancaster,
California 93536 (Los Angeles County);
2. Albertson's store no. 1634 operating under the ``Albertson's''
trade name, which is located at 37218 47th Street East, Palmdale,
California 93550 (Los Angeles County);
3. Albertson's store no. 1670 operating under the ``Albertson's''
trade name, which is located at 2845 West Avenue L, Lancaster,
California 93536 (Los Angeles County); and
4. American Stores store no. 458 operating under the ``Lucky''
trade name, which is located at 2535 East Avenue South, Palmdale,
California 93550 (Los Angeles County).

Supermarkets in the Murrieta/Temecula, California Market

1. Albertson's store no. 619 operating under the ``Albertson's''
trade name, which is located at 31813 Highway 79 South, Temecula,
California 92592 (Riverside County); and
2. American Stores store no. 504 operating under the ``Lucky''
trade name, which is located at 25050 Hancock Avenue, Murrieta Hot
Springs, California 92563 (Riverside County).

Supermarkets in the Oceanside/Vista/Carlsbad, California Market

1. Albertson's store no. 1631 operating under the ``Albertson's''
trade name, which is located at 1451 North Santa Fe Avenue, Vista,
California 92083 (San Diego County);
2. Albertson's store no. 1687 operating under the ``Albertson's''
trade name, which is located at 780 Sycamore Avenue, Vista, California
92083 (San Diego County);
3. American Stores store no. 231 operating under the ``SuperSaver''
trade name, which is located at 3770 Mission Avenue, Oceanside,
California 92054 (San Diego County); and
4. American Stores store no. 298 operating under the ``Lucky''
trade name, which is located at 2170 Vista Way, Oceanside, California
92054 (San Diego County).

Supermarkets in the Palm Springs/Indio, California Market

1. Albertson's store no. 683 operating under the ``Albertson's''
trade name, which is located at 1717 Vista Chino, Palm Springs,
California 92262 (Riverside County);
2. Albertson's store no. 1623 operating under the ``Albertson's''
trade name, which is located at 69255 Ramon Road, Cathedral City,
California 92234 (Riverside County); and
3. Albertson's store no. 1627 oiperating under the ``Albertson's''
trade name, which is located at 78-630 Highway 111, La Quinta,
California 92253 (Riverside County).

Supermarkets in the Poway/North San Diego, California Market

1. Albertson's store no. 1644 operating under the ``Albertson's''
trade name, which is located at 13589 Poway Road, Poway, California
92064 (San Diego County); and
2. American Stores store no. 553 operating under the ``Lucky''
trade name, which is located at 9909 Carmel Mountain Road, San Diego,
California 92129 (San Diego County).

Supermarket in the Ramona, California Market

1. Albertson's store no. 1630 operating under the ``Albertson's''
trade name, which is located at 1674 Main Street, Ramona, California
92065 (San Diego County).

Supermarket in the Santa Clarita, California Market

1. Albertson's store no. 681 operating under the ``Albertson's''
trade name, which is located at 26900 Sierra Highway, Santa Clarita,
California 91355 (Los Angeles County).

Supermarkets in the South Los Angeles County/North Orange County,
California Market

1. Albertson's store no. 607 operating under the ``Albertson's''
trade name, which is located at 3225 East Chapman Avenue, Orange,
California 92669 (Orange County);
2. Albertson's store no. 620 operating under the
``Albertsons's''trade name, which is located at 610 South Broookhurst,
Anaheim California 92804 (Orange County);
3. Albertson's store no. 627 operating under the ``Albertson's''
trade name, which is located at 8640 East Alondra Boulevard, Paramount,
California 90723 (Los Angeles County);
4. Albertson's store no. 629 operating under the ``Albertson's''
trade name, which is located at 851 North Harbor Boulevard, La Habra,
California 90631 (Orange County);
5. Albertson's store no. 651 operating under the ``Albertson's''
trade name, which is located at 11815 Artesia Boulevard, Artesia,
California 90701 (Los Angeles County);
6. Albertson's store no. 666 operating under the ``Albertson's''
trade name, which is located at 1131 State College Boulevard, Anaheim,
California 92806 (Orange County);

[[Page 35168]]

7. Albertson's store no. 1601 operating under the ``Albertson's''
trade name, which is located at 7814 East Firestone Boulevard, Downey,
California 90241 (Los Angeles County);
8. Albertson's store no. 1604 operating under the ``Albertson's''
trade name, which is located at 1111 East Imperial Highway, Placentia,
California 92670 (Orange County);
9. Albertson's store no. 1608 operating under the ``Albertson's''
trade name, which is located at 10051 Valley View, Cypress, California
90630 (Orange County);
10. Albertson's store no. 1635 operating under the ``Albertson's''
trade name, which is located at 1040 East Bastanchury Road, Fullerton,
California 92635 (Orange County);
11. Albertson's store no. 1641 operating under the ``Albertson's''
trade name, which is located at 6501 East Spring, Long Beach,
California 90808 (Los Angeles County);
12. Albertson's store no. 1648 operating under the ``Albertson's''
trade name, which is located at 7511 East Orangethorp, Buena Park,
California 90621 (Orange County);
13. Albertson's store no. 1652 operating under the ``Albertson's''
trade name, which is located at 12800 La Mirada Boulevard, La Mirada,
California 90638 (Los Angeles County);
14. Albertson's store no. 1656 operating under the ``Albertson's''
trade name, which is located at 10114 Adams Street, Huntington Beach,
California 92646 (Orange County);
15. Albertson's store no. 1668 operating under the ``Albertson's''
trade name, which is located at 7101 Warner Avenue, Huntington Beach,
California 92647 (Orange County);
16. Albertson's store no. 1674 operating under the ``Albertson's''
trade name, which is located at 11300 Firestone Boulevard, Norwalk,
California 90650 (Los Angeles County);
17. American Stores store no. 425 operating under the ``Lucky''
trade name, which is located at 333 North Euclid Avenue, Fullerton,
California 92632 (Orange County);
18. American Stores store no. 442 operating under the ``Lucky''
trade name, which is located at 17220 South Lakewood Boulevard,
Bellflower, California 90706 (Los Angeles County); and
19. American Stores store no. 473 operating under the ``Lucky''
trade name, which is located at 11750 East Whittier Boulevard,
Whittier, California 90601 (Los Angeles County)

Supermarkets in the South Orange County, California Market

1. Albertson's store no. 1673 operating under the ``Albertson's''
trade name, which is located at 22351 El Toro Road, El Toro, California
92630 (Orange County);
2. Albertson's store no. 1677 operating under the ``Albertson's''
trade name, which is located at 26892 La Paz Road, Laguna Hills,
California, 92653 (Orange County); and
3. American Stores store no. 624 operating under the ``Lucky''
trade name, which is located at 616 Camino de los Mares, San Clemente,
California 92673 (Orange County).

Supermarket in the Southern Covina, California Market

1. Albertson's store no. 1662 operating under the ``Albertson's''
trade name, which is located at 20677 Amar Road, Walnut, California
91789 (Los Angeles County).

Schedule E--Supermarkets and Land Site Divested to Vons

Supermarket in the Moorpark, California Market

1. American Stores store no. 558 operating under the ``Lucky''
trade name, which is located at 4241 Tierra Rejada, Moorpark,
California 93021 (Ventura County).

Supermarket in the Redlands, California Market

1. Albertson's store no. 1605 operating under the ``Albertson's''
trade name, which is located at 522 North Orange, Redlands, California
92374 (San Bernardino County).

Land Site for Supermarket in the Rialto/Fontana, California Market

1. Land Site for Albertson's store no. 628, which is located at
Cherry and Baseline, Fontana, California 92336 (San Bernardino County).

Supermarket in the Riverside/Corona, California Market

1. Albertson's store no. 1622 operating under the ``Albertson's''
trade name, which is located at 1130 West 6th Street, Corona,
California 91720 (Riverside County).

By direction of the Commission.
Benjamin I. Berman,
Acting Secretary.
[FR Doc. 99-16572 Filed 6-29-99; 8:45 am]
BILLING CODE 6750-01-M