<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
FRED MEYER, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
592907-10-9
(CUSIP Number)
Robert P. Bermingham
The Yucaipa Companies
10000 Santa Monica Boulevard, Fifth Floor
Los Angeles, California 90067
(310) 789-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 1997
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 17 Pages)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 2 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
THE YUCAIPA COMPANIES
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,289,366
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,306,946
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,289,366
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,306,946
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,596,312
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 3 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA ARIZONA PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
574,522
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 574,522
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,522
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 4 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA SMITTY'S PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
631,400
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 631,400
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 5 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA SMITTY'S PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
287,264
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 287,264
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,264
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 6 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA SSV PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,813,760
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,813,760
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,813,760
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 7 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
JEFFREY P. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,372,994
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,647,742
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,372,994
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,647,742
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,020,736
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 8 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
FRED L. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
530,686
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,383,996
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 530,686
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,383,996
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,682
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 9
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 9 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
DEE GLEN SMITH MARITAL TRUST I
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
471,002
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 471,002
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,002
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 10
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 10 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
TRUST FOR THE CHILDREN OF JEFFREY P. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,176,740
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,176,740
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,740
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 11
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 11 OF 17
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
TRUST FOR THE CHILDREN OF FRED L. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,383,996
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,383,996
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,383,996
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 12
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed
by The Yucaipa Companies ("Yucaipa"), Yucaipa Arizona Partners, L.P. ("Arizona
Partners"), Yucaipa Smitty's Partners, L.P. ("Smitty's Partners"), Yucaipa
Smitty's Partners II, L.P. ("Smitty's Partners II") and Yucaipa SSV Partners,
L.P. ("SSV Partners" and, together with Yucaipa, Arizona Partners, Smitty's
Partners and Smitty's Partners II, the "Original Reporting Persons") and Jeffrey
P. Smith, Fred L. Smith, the Dee Glen Smith Marital Trust I, the Trust for the
Children of Jeffrey P. Smith and the Trust for the Children of Fred L. Smith
(collectively, the "New Reporting Persons" and, together with the Original
Reporting Persons, the "Reporting Persons"). This Amendment No. 1 amends the
Statement on Schedule 13D dated September 9, 1997 filed with the Securities and
Exchange Commission on September 19, 1997 (the "Statement") by the Original
Reporting Persons relating to the Common Stock, par value $.01 per share (the
"Common Stock"), of Fred Meyer, Inc., a Delaware corporation (the "Company"),
which has its principal executive offices located at 3800 S.E. 22nd Avenue,
Portland, Oregon 97202, and reflects that the Reporting Persons have entered
into a Voting Agreement with Quality Food Centers, Inc., a Washington
corporation. Capitalized terms used herein that are not otherwise defined shall
have the meanings given to them in the Statement.
Item 2. Identity and Background.
The response to Item 2 is amended as follows:
Item 2(a) is restated in its entirety as follows:
(a) This statement is being filed jointly by the Reporting Persons.
Yucaipa is the sole general partner of each of Arizona Partners, Smitty's
Partners, Smitty's Partners II and SSV Partners. Ronald W. Burkle, Patrick L.
Graham, Ira L. Tochner, Robert I. Bernstein, Lawrence K. Kalantari, Darren W.
Karst and Linda McLoughlin Figel are the general partners of Yucaipa. Jeffrey P.
Smith is the trustee of the Dee Glen Smith Marital Trust I and the Trust for the
Children of Jeffrey P. Smith. Fred L. Smith is the trustee of the Trust for the
Children of Fred L. Smith.
Item 2(b) is restated in its entirety as follows:
(b) The address of the principal business and principal office of each
of the Original Reporting Persons is 10000 Santa Monica Boulevard, Fifth Floor,
Los Angeles, California 90067. The business address of Ronald W. Burkle, Patrick
L. Graham, Ira L. Tochner, Robert I. Bernstein, Lawrence K. Kalantari and Linda
McLoughlin Figel is 10000 Santa Monica Boulevard, Fifth Floor, Los Angeles,
California 90067. The business address of Darren W. Karst is 505 Railroad
Avenue, Northlake, Illinois 60164. The address of the principal business and
principal office of each of Jeffrey P. Smith, Fred L. Smith, the Trust for the
Children of Jeffrey P. Smith and the Trust for the Children of Fred L. Smith is
c/o Smith's Food & Drug Centers, Inc., 1550 South Redwood Road, Salt Lake City,
Utah 84104. The address of the principal business and principal office of the
Dee Glen Smith Marital Trust I is c/o Ida W. Smith, 1066 North East Capital
Boulevard, Salt Lake City, Utah 84101. Each of the Dee Glen Smith Marital Trust
I, the Trust for the Children of Jeffrey P. Smith and the Trust for the Children
of Fred L. Smith was formed under Utah law.
Item 2(c) is amended to incorporate the following:
Jeffrey P. Smith and Fred L. Smith are directors of the Company. The Dee
Glen Smith Marital Trust manages trust investments for the primary benefit of
Ida Smith, the beneficiary. The Trust for the Children of Jeffrey P. Smith
manages trust investments for the primary benefit of Sean Dee Smith, Jaci Leigh
Smith and Joshua Jeff Smith, the beneficiaries. The Trust for the Children of
Fred L. Smith manages trust investments for the primary benefit of Fred Lloyd
Smith, Zachary Dee Smith and Stacy Elaine Smith, the beneficiaries.
Item 2(d) is amended to incorporate the following:
None of the New Reporting Persons has during the last five years been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
Item 2(e) is amended to incorporate the following:
None of the New Reporting Persons has during the last five years been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 2(f) is amended to incorporate the following:
Each of Jeffrey P. Smith and Fred L. Smith is a United States Citizen.
Item 4. Purpose of the Transaction.
The response to Item 4 is restated in its entirety as follows:
As further described below in Item 6, the Reporting Persons have entered
into a Voting Agreement (the "Voting Agreement"), dated as of November 6, 1997,
with Quality Food Centers, Inc., a Washington corporation. The Voting Agreement
was entered into by the parties in connection with the Merger Agreement (as
defined herein) as more fully described in Item 6 below.
On November 6, 1997, Food 4 Less Holdings, Inc., a Delaware corporation
("F4L") which is the parent of Ralphs Grocery Company, the Company, and FFL
Acquisition Corp., a Delaware corporation ("Acquisition") and a wholly owned
subsidiary of the Company, entered into an Agreement and Plan of Merger (the
"F4L Merger Agreement"), a copy of which is attached as Exhibit 99.1 to the Form
8-K filed by F4L on November 13, 1997. Pursuant to the terms of the F4L Merger
Agreement, Acquisition would merge with and into F4L (the "F4L Merger") with F4L
surviving the F4L Merger and becoming a wholly owned subsidiary of the Company,
subject to certain conditions being satisfied or waived. Certain stockholders of
the Company, including Yucaipa and certain of its affiliates, holding
approximately 64.3% of the aggregate voting power of F4L have entered into an
agreement to vote their shares of F4L stock in favor of the F4L Merger. Pursuant
to the F4L Merger Agreement, holders of shares, options and warrants of F4L
would receive an aggregate of the greater of (i) 22.5 million shares of Common
Stock of the Company or (ii) the lesser of (A) the number of shares of Common
Stock of the Company equal to $600 million divided by the average closing price
of the Common Stock of the Company on the New York Stock Exchange for 15 out of
the 35 trading days ending on the second day preceding the effective date of the
F4L Merger or (B) 24 million shares of Common Stock of the Company, subject to
certain adjustments if any divestitures are required under the antitrust laws.
Item 5. Interest in Securities of the Issuer.
The response to Item 5 is amended as follows:
(Page 12 of 17)
<PAGE> 13
Item 5(a) is restated in its entirety as follows:
(a) Arizona Partners owns 574,522 shares of Common Stock (approximately
0.6% of the total number of outstanding shares of Common Stock as of November 6,
1997); Smitty's Partners owns 631,400 shares of Common Stock (approximately 0.7%
of the total number of outstanding shares of Common Stock as of November 6,
1997); Smitty's Partners II owns 287,264 shares of Common Stock (approximately
0.3% of the total number of outstanding shares of Common Stock as of November 6,
1997); SSV Partners owns 2,813,760 shares of Common Stock (approximately 3.1% of
the total number of outstanding shares of Common Stock as of November 6, 1997);
Yucaipa owns 420,000 shares of Common Stock (approximately 0.5% of the total
number of outstanding shares of Common Stock as of November 6, 1997) and is the
record holder of a currently exercisable warrant entitling it to purchase up to
3,869,366 shares of Common Stock, which shares it may be deemed to beneficially
own pursuant to Section 13d-3(d)(1) of the Act; Jeffrey P. Smith owns 1,372,994
shares of Common Stock (approximately 1.5% of the total number of outstanding
shares of Common Stock as of November 6, 1997) and is the trustee of the Dee
Glen Smith Marital Trust I and the Trust for the Children of Jeffrey P. Smith;
Fred L. Smith owns 530,686 shares of Common Stock (approximately 0.6% of the
total number of outstanding shares of Common Stock as of November 6, 1997) and
is the trustee of the Trust for the Children of Fred L. Smith; the Dee Glen
Smith Marital Trust I owns 471,002 shares of Common Stock (approximately 0.5% of
the total number of outstanding shares of Common Stock as of November 6, 1997);
the Trust for the Children of Jeffrey P. Smith owns 1,176,740 shares of Common
Stock (approximately 1.3% of the total number of outstanding shares of Common
Stock as of November 6, 1997); and the Trust for the Children of Fred L. Smith
owns 1,383,996 shares of Common Stock (approximately 1.5% of the total number of
outstanding shares of Common Stock as of November 6, 1997).
Item 5(b) is amended to incorporate the following:
The Dee Glen Smith Marital Trust I and the Trust for the Children of
Jeffrey P. Smith, acting through their trustee, Jeffrey P. Smith, have the sole
power to vote or direct the vote, and to dispose or to direct the disposition of
the shares of Common Stock beneficially owned by them. As a result, Jeffrey P.
Smith may be deemed to beneficially own the shares of Common Stock directly
owned by the Dee Glen Smith Marital Trust I and the Trust for the Children of
Jeffrey P. Smith, but disclaims any such ownership (except to the extent of his
pecuniary interest therein). The Trust for the Children of Fred L. Smith, acting
through its trustee, Fred L. Smith, has the sole power to vote or direct the
vote, and to dispose of or direct the disposition of the shares of Common Stock
beneficially owned by it. As a result, Fred L. Smith may be deemed to
beneficially own the shares of Common Stock directly owned by the Trust for the
Children of Fred L. Smith, but disclaims any such ownership (except to the
extent of his pecuniary interest therein).
Item 5 (c) is restated in its entirety as follows:
(c) On October 20, 1997, SSV Partners gifted an aggregate of 1,860
shares of Common Stock to Forum For Early Childhood Development, 2105 Kenilworth
Avenue, Los Angeles, California 90039. Except as set forth in the immediately
preceding sentence, there have not been any transactions in the Common Stock
effected by or for the account of the Reporting Persons during the past 60 days.
On September 30, 1997, the Company effected a 2-for-1 stock split with respect
to holders of its Common Stock on September 19, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended to incorporate the following:
THE VOTING AGREEMENT
On November 6, 1997, the Company, Q-Acquisition Corp., a Washington
corporation and a wholly owned subsidiary of the Company, and Quality Food
Centers, Inc., a Washington corporation ("QFC"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"), a copy of which is attached as Exhibit
99.1 to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 13, 1997. Concurrently with the execution of the
Merger Agreement, the Reporting Persons entered into a Voting Agreement (the
"Voting Agreement") with QFC pursuant to which each
(Page 13 of 17)
<PAGE> 14
Reporting Person agreed, among other things, that, at any meeting of
stockholders of the Company called to vote upon the issuance of Common Stock in
the Merger (as defined in the Voting Agreement) or at any adjournment thereof or
in any other circumstances upon which a vote, consent or other approval with
respect to the issuance of Common Stock in the Merger is sought, the Reporting
Person shall be present (in person or by proxy) and shall vote (or cause to be
voted) all Subject Shares (as defined in the Voting Agreement) then beneficially
owned by such Reporting Person in favor of the issuance of Common Stock in the
Merger. As of November 6, 1997, the shares subject to the Voting Agreement
represented approximately 10.6% of the aggregate voting power of the Company.
As a result of the Voting Agreement, the Reporting Persons may be
deemed to constitute a "group." A group consisting of such persons may be
deemed to beneficially own all shares beneficially owned by each of the persons
constituting such a group. The Reporting Persons disclaim the existence of such
a group and disclaim beneficial ownership of shares of Common Stock owned by any
other person.
The foregoing summary of the Voting Agreement is qualified in its
entirety by reference to the agreement which is attached hereto as an exhibit
and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1. Voting Agreement, dated as of November 6, 1997, by and
among Quality Food Centers, Inc. and the persons listed on
the signature pages thereto.
Exhibit 99.2. Joint Filing Agreement.
(Page 14 of 17)
<PAGE> 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 1997 Yucaipa Arizona Partners, L.P.
Yucaipa Smitty's Partners, L.P.
Yucaipa Smitty's Partners II, L.P.
Yucaipa SSV Partners, L.P.
By: The Yucaipa Companies
Its General Partner
By: /s/ PATRICK L. GRAHAM
-----------------------------------
Name: Patrick L. Graham
Title: General Partner
Dated: November 14, 1997 The Yucaipa Companies
By: /s/ PATRICK L. GRAHAM
-----------------------------------
Name: Patrick L. Graham
Title: General Partner
Dated: November 14, 1997
/s/ JEFFREY P. SMITH
-------------------------------------
Name: Jeffrey P. Smith
Dated: November 14, 1997
/s/ FRED L. SMITH
-------------------------------------
Name: Fred L. Smith
Dated: November 14, 1997 The Dee Glen Smith Marital Trust
By: /s/ JEFFREY P. SMITH
-----------------------------------
Name: Jeffrey P. Smith
Title: Trustee
Dated: November 14, 1997 The Trust for the Children of
Jeffrey P. Smith
By: /s/ JEFFREY P. SMITH
-----------------------------------
Name: Jeffrey P. Smith
Title: Trustee
(Page 15 of 17)
<PAGE> 16
Dated: November 14, 1997 The Trust for the Children of
Fred L. Smith
By: /s/ Fred L. Smith
--------------------------------
Name: Fred L. Smith
Title: Trustee
(Page 16 of 17)
<PAGE> 17
EXHIBIT INDEX
Exhibit 99.1. Voting Agreement, dated as of November 6, 1997, by and
among Quality Food Centers, Inc. and the persons listed
on the signature pages thereto.
Exhibit 99.2. Joint Filing Agreement.
(Page 17 of 17)
<PAGE> 1
VOTING AGREEMENT, dated as of November 6, 1997, among Quality
Food Centers, Inc., a Washington corporation (the "Company"), and the
individuals and other parties listed on Schedule A attached hereto (each, a
"Stockholder" and, collectively, the "Stockholders").
WHEREAS, the Company, Fred Meyer, Inc., a Delaware corporation
("Parent"), and Q-Acquisition Corp., a Washington corporation and a wholly owned
subsidiary of Parent ("Sub"), propose to enter into an Agreement and Plan of
Merger dated as of the date hereof (as the same may be amended or supplemented,
the "Merger Agreement"; capitalized terms used but not defined herein shall have
the meanings set forth in the Merger Agreement) providing for the merger of Sub
with and into the Company (the "Merger"), upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS, each Stockholder owns the number of shares of Common
Stock, par value $.01 per share, of Parent (the "Parent Common Stock") set forth
opposite his or its name on Schedule A attached hereto (such shares of Parent
Common Stock, together with any other shares of capital stock of Parent acquired
by such Stockholder after the date hereof and during the term of this Agreement,
being collectively referred to herein as the "Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the
Merger Agreement, the Company has requested that each Stockholder enter into
this Agreement;
NOW, THEREFORE, to induce the Company to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. Representations and Warranties of each Stockholder. Each
Stockholder hereby, severally and not jointly, represents and warrants to the
Company as of the date hereof in respect of himself or itself as follows:
(a) Authority. The Stockholder has all requisite power and
authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly
authorized, executed and delivered by the Stockholder and constitutes a
valid and binding obligation of the Stockholder enforceable in
accordance with its terms. The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or result in
any violation of, or default (with or without notice or lapse of time or
both) under any provision of, any trust agreement, loan or credit
agreement,
<PAGE> 2
2
note, bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise, license, judgment, order, notice, decree,
statute, law, ordinance, rule or regulation applicable to the
Stockholder or to the Stockholder's property or assets. If the
Stockholder is married and the Stockholder's Subject Shares constitute
community property or otherwise need spousal or other approval to be
legal, valid and binding, this Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement
of, the Stockholder's spouse, enforceable against such spouse in
accordance with its terms. No trust of which such Stockholder is a
trustee requires the consent of any beneficiary to the execution and
delivery of this Agreement or to the consummation of the transactions
contemplated hereby.
(b) The Subject Shares. The Stockholder is the record and
beneficial owner of, and has good and marketable title to, the Subject
Shares set forth opposite his or its name on Schedule A attached hereto,
free and clear of any Encumbrances. The Stockholder does not own, of
record or beneficially, any shares of capital stock of Parent other than
the Subject Shares set forth opposite his or its name on Schedule A
attached hereto. The Stockholder has the sole right to vote, and the
sole power of disposition with respect to, such Subject Shares, and none
of such Subject Shares is subject to any voting trust or other
agreement, arrangement or restriction with respect to the voting or
disposition of such Subject Shares, except as contemplated by this
Agreement.
2. Representations and Warranties of the Company. The Company
hereby represents and warrants to each Stockholder that the Company has all
requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by the Company, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of the Company. This Agreement has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of the Company
enforceable in accordance with its terms. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the certificate of incorporation or by-laws of the Company,
any trust agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation
applicable to the Company or to the Company's property or assets.
<PAGE> 3
3
3. Agreement to Vote. Until the termination of this Agreement in
accordance with Section 6, each Stockholder, severally and not jointly, agrees
that, at any meeting of stockholders of Parent called to vote upon the issuance
of Parent Common Stock in the Merger or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval with respect to
the issuance of Parent Common Stock in the Merger is sought, the Stockholder
shall be present (in person or by proxy) and shall vote (or cause to be voted)
all Subject Shares then beneficially owned by such Stockholder in favor of the
issuance of Parent Common Stock in the Merger.
4. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as the Company may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
5. No Restriction on Transfer. Nothing in this Agreement shall
limit the right of any Stockholder to sell, transfer, hypothecate, pledge or
otherwise dispose of (collectively, "Transfer") any of the Subject Shares and no
Transferee of any Subject Shares shall have any obligation hereunder.
6. Termination. This Agreement shall terminate upon the earlier
of (a) the date of termination of the Merger Agreement, (b) the date of
termination of the Shareholders Agreement dated as of November 6, 1997 between
Fred Meyer, Inc. and Zell/Chilmark Fund L.P. or (c) the Effective Time.
7. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or sent
by overnight courier (providing proof of delivery) to the Company in
accordance with Section 8.2 of the Merger Agreement and to the
Stockholders at their respective addresses set forth on Schedule A
attached hereto (or at such other address for a party as shall be
specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include",
"includes" or "including" are used in this
<PAGE> 4
4
Agreement, they shall be deemed to be followed by the words "without
limitation".
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more of the
counterparts have been signed by each of the parties and delivered to
the other party, it being understood that each party need not sign the
same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This
Agreement (including the documents and instruments referred to herein)
(i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (ii) is not intended to confer
upon any Person other than the parties hereto any rights or remedies
hereunder.
(f) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
regardless of the laws that might otherwise govern under applicable
principles of conflicts of law thereof.
8. Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court; (iii) agrees that such party will not
bring any action relating to this Agreement or the transactions contemplated
hereby in any court other than a Federal court sitting in the state of Delaware
or a Delaware state court and (iv) waives any right to trial by jury with
respect to any claim or proceeding related to or arising out of this Agreement
or any of the transactions contemplated hereby.
<PAGE> 5
5
IN WITNESS WHEREOF, the Company has caused this Agreement to be
signed by its officer thereunto duly authorized and each Stockholder has signed
this Agreement, all as of the date first written above.
QUALITY FOOD CENTERS, INC.
By:
-------------------------------------
Name:
Title:
Stockholders:
THE YUCAIPA COMPANIES
By: /s/ RONALD W. BURKLE
-------------------------------------
Name: Ronald W. Burkle
Title: General Partner
YUCAIPA ARIZONA PARTNERS, L.P.
YUCAIPA SMITTY'S PARTNERS, L.P.
YUCAIPA SMITTY'S PARTNERS II, L.P.
YUCAIPA SSV PARTNERS, L.P.
By: THE YUCAIPA COMPANIES as the
General Partner of each of the
entities listed above
By: /s/ RONALD W. BURKLE
----------------------------------------
Name: Ronald W. Burkle
Title: General Partner
/s/ JEFFREY P. SMITH
----------------------------------------
Name: Jeffrey P. Smith
/s/ FRED L. SMITH
----------------------------------------
Name: Fred L. Smith
/s/ RICHARD D. SMITH
----------------------------------------
Name: Richard D. Smith
<PAGE> 6
6
THE DEE GLENN MARITAL TRUST
By: /s/ JEFFREY P. SMITH
-------------------------------------
Name: Jeffrey P. Smith
Title: Trustee
THE TRUST FOR THE CHILDREN OF
JEFFREY P. SMITH
By: /s/ JEFFREY P. SMITH
-------------------------------------
Name: /s/ Jeffrey P. Smith
Title: Trustee
THE TRUST FOR THE CHILDREN OF
FRED L. SMITH
By: /s/ FRED L. SMITH
-------------------------------------
Name: Fred L. Smith
Title: Trustee
THE TRUST FOR THE CHILDREN OF
RICHARD D. SMITH
By: /s/ RICHARD D. SMITH
-------------------------------------
Name: Richard D. Smith
Title: Trustee
<PAGE> 7
7
SCHEDULE A
SHARES OF FRED MEYER, INC.
--------------------------
NAME COMMON STOCK
---- ------------
The Yucaipa Companies 420,000
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa Arizona Partners, L.P. 574,522
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa Smitty's Partners, L.P. 631,400
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa Smitty's Partners II, L.P. 287,264
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa SSV Partners, L.P. 2,813,760
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Jeffrey P. Smith 1,372,994
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101
Fred L. Smith 530,686
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101
Dee Glen Smith Marital Trust I 471,002
c/o Ida W. Smith
1066 North East Capital Blvd.
Salt Lake City, UT 84103
Trust for the Children of Jeffrey P. Smith 1,176,740
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101
Trust for the Children of Fred L. Smith 1,383,996
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101 ---------
- ------------------------------
<PAGE> 8
8
(1) The children of Fred L. Smith have individual trusts for shares of Class
A Common Stock. Fred L. Smith is the trustee and the trusts are as
follows: Fred Lloyd Smith Trust -- 41,353 shares, Staci Elaine Smith
Trust -- 28,670 shares and Zachary Dee Smith trust -- 28,670
shares.
<PAGE> 1
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock, par value $.01
per share, of Fred Meyer, Inc., a Delaware corporation, and that this Agreement
may be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
November 14, 1997.
Yucaipa Arizona Partners, L.P.
Yucaipa Smitty's Partners, L.P.
Yucaipa Smitty's Partners II, L.P.
Yucaipa SSV Partners, L.P.
By: The Yucaipa Companies
Its General Partner
By: /s/ PATRICK L. GRAHAM
-------------------------------------
Name: Patrick L. Graham
Title: General Partner
The Yucaipa Companies
By: /s/ PATRICK L. GRAHAM
-------------------------------------
Name: Patrick L. Graham
Title: General Partner
/s/ JEFFREY P. SMITH
-------------------------------------
Name: Jeffrey P. Smith
/s/ FRED L. SMITH
-------------------------------------
Name: Fred L. Smith
<PAGE> 2
The Dee Glen Smith Marital Trust
By: /s/ Jeffrey P. Smith
-------------------------------------
Name: Jeffrey P. Smith
Title: Trustee
The Trust for the Children of Jeffrey P. Smith
By: /s/ Jeffrey P. Smith
-------------------------------------
Name: Jeffrey P. Smith
Title: Trustee
The Trust for the Children of Fred L. Smith
By: /s/ Fred L. Smith
-------------------------------------
Name: Fred L. Smith
Title: Trustee
