LOS ANGELES (AP) _ Vons Cos. Inc. agreed to a takeover offer from Safeway Inc. that has been cheapened because of Safeway's recently sagging stock price.

The offer values Vons stock at $2.46 billion _ about 2.5 percent less than when the deal was announced in October. Safeway already owns 34.5 percent of Vons, which has most of its stores in southern California.

A combination of the two would solidify Safeway's position as the second-largest supermarket company in North America.

Safeway said will try to make the deal more attractive to Vons investors by offering them more shares than originally planned and by buying back some of its stock to boost its value.

Since the deal was first announced, Safeway's stock has fallen more than 10 percent. The original offer was worth about $56.45 to Vons shareholders. Even with the increased number of shares, the bid is now worth about $55.

Safeway also said it would buy 15 million of its shares from Kohlberg Kravis Roberts & Co., which owns just more than 100 million shares _ amounting to about half of Safeway.

Safeway said it was buying back the shares to lift its stock price. However, Safeway's stock was up only 12 1/2 cents per share to close at $38.50 in trading Monday. Vons, which was trading around $44 when Safeway first proposed buying the company in October, was up $4.62 1/2 Monday to close at $53.50.

In addition to Vons stock, Safeway is also buying about $565 million of its debt.

Vons would continue to operate under the Vons and Pavilions names.

Already the second-largest by revenue, the new Safeway would still rank behind Cincinnati-based Kroger Co.

Safeway operates 1,050 stores in the United States and Canada. Vons' 325 stores would bring Safeway back to Southern California, a market the company left eight years ago when it sold 172 stores to Vons. Vons also has stores in Nevada.

The combination would result in a chain through 16 states, the District of Columbia and five Canadian provinces, with sales in excess of $22.5 billion.