Lucky Stores Inc., the California-based grocery chain that has been a hostile takeover target for American Stores since March 22, said Thursday it has agreed to a $61 per share acquisition by Gibbons, Green, van Amerongen, a New York investment group.

The merger agreement, a $2.35 billion deal for some 92 percent of Lucky's 35.7 million outstanding shares, would seem to kill American's $45 per share tender offer and its earlier offer to raise the price to $50 if Lucky would agree to a "friendly" merger.But just prior to the Lucky-Gibbons announcement, American issued a statement saying it would agree to a two-step acquisition of Lucky. The first step would be a $60 per share offer for 85 percent of the stock. The remaining 15 percent would be bought for securities valued at $60 per share.

And American indicated it might pay even more for Lucky Stores if Lucky management could convince American it was worth a higher price.

American said in the statement it wants a meeting with Lucky management as soon as possible, adding its belief that it should be able to beat any competitive bid for the shares.

American Stores management was not available for comment Thursday on the merger agreement between Lucky and Gibbons Green.

Under the Lucky-Gibbons agreement, a company formed by Gibbons Green will make a cash tender offer on or prior to May 4, subject to financing, a majority of Lucky shares being tendered, and other conditions. Gibbons Green said it has received a "highly confident" letter from Drexel Burnham Lambert. Based on that and proposals from commercial banks Gibbons, Green said it expects a financing commitment very soon.

Following completion of the tender offer, Gibbons Green will be merged with Lucky and the remaining stockholders will receive preferred stock with a stated value of $7 for each of their shares, assuming the tender offer is fully subscribed. The preferred stock will have a dividend of 15 percent payable in shares of preferred stock for the first five years, and thereafter in cash.

The preferred stock is redeemable after two years at par value plus accrued and unpaid dividends, with mandatory redemption in years 14 and 15. As a result of the offer and the merger, Lucky stockholders taken as a whole will receive $56 in cash and $7 stated value of 15 percent PIK preferred stock for each of their Lucky shares.

Lucky Stores said it also granted an option to Gibbons Green to acquire a number of Lucky shares to result in ownership of approximately 90 percent of Lucky shares, but only after Gibbons, Green, van Amerongen has acquired at least a majority of the Lucky shares in the tender offer. "This option will expedite the completion of the merger in a timely fashion with no dilutive effect to stockholders," said Lucky.

Before agreeing to the merger, Lucky said its directors received the opinions of Goldman Sachs & Co., financial advisers to the company, and Salomon Brothers Inc., financial advisers to the Lucky independent directors, that the deal is fair to stockholders. Lucky said the board rejected other proposals including a revised offer from American Stores.

"We believe that the transaction with Gibbons, Green, van Amerongen is very beneficial to our stockholders and allows Lucky to continue with its plans for growth," said John M. Lilie, chairman of Lucky Stores.

Leonard Green, a partner of Gibbons, Green, van Amerongen, agreed. "We are enthusiastic about the prospects of Lucky Stores. We believe it is the pre-eminent supermarket company in the areas of its operations. We also intend to retain current Lucky management and employees and maintain Lucky's corporate headquarters in Dublin, California."