LUCKY STORES &lt;LKS>, EDELMAN IN STANDSTILL PACT

  Lucky Stores Inc said it and
  investor Asher Edelman agreed on a settlement that prohibits
  Edelman and his group from taking specified actions to obtain
  control of the company and that limits the Edelman group's
  ownership of Lucky's stock to less than five pct of any voting
  securities.
      The arrangement also provides for the dismissal of pending
  litigation between the parties, Lucky Stores said.
      The settlement also calls for the withdrawal of Edelman's
  motion to intervene in pending shareholder actions against
  Lucky Stores and its directors, the company said.
      In addition, the standstill provisions also apply to
  Hancock Fabrics after it is spun off to Lucky stockholders, the
  company said.
      Lucky Stores said the arrangement also calls for the
  company to submit to stockholders at a special meeting set for
  December 31 a proposal from Edelman seeking their views
  concerning repeal of a charter provision that limits the voting
  power of substantial Lucky stockholders.
      Edelman, who owns about five pct of Lucky Stores' stock,
  last year was rebuffed in his effort to acquire the company.
      Last October Lucky Stores implimented a restructuring
  program that included the repurchase of 28 pct of its own
  common shares and reincorporation in Delaware.
      The spinoff of Hancock Textile Co, a chain of 324 retail
  stores, was one of the key parts of the restructuring program.
      Edelman and his Plaza Securities Co partnership
  subsequently sued in an attempt to block the proposed
  reincorporation, which was a condition of the repurchase and
  restructuring plan.
      Under this latest arrangement, Lucky Stores said it agreed
  to reimburse the Edelman group for 2.8 mln dlrs of
  out-of-pocket expenses, which include litigation and other
  costs.
      "This agreement serves the interests of Lucky stockholders
  by avoiding the significant cost of continued litigation and
  the accompanying demands on management time," Lucky Stores
  chairman John Lillie said in a statement.
  

