SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MEYER-SMITH HOLDCO, INC.
(Name to be changed to Fred Meyer, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 91-1826443
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
3800 SE 22nd Avenue, Portland, Oregon 97202
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-32927 (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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None
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information under the caption "Description of Holdings Capital Stock"
in the Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of
the Registration Statement on Form S-4 (No. 333-32927), filed with the
Securities and Exchange Commission by the Registrant pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, is incorporated herein by
reference.
ITEM 2. EXHIBITS
Exhibit
Number Description
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3.1 Restated Certificate of Incorporation of Meyer-Smith Holdco, Inc.
Incorporated by reference to Appendix D to the Joint Proxy
Statement/Prospectus dated August 6, 1997, which is part of the
Registration Statement on Form S-4 (No. 333-32927), filed with the
Securities and Exchange Commission by the Registrant.
3.2 Bylaws of Meyer-Smith Holdco, Inc. Incorporated by reference to
Appendix E to the Joint Proxy Statement/Prospectus dated August 6,
1997, which is part of the Registration Statement on Form S-4 (No.
333-32927), filed with the Securities and Exchange Commission by
the Registrant.
4.1 Specimen Stock Certificate.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
MEYER-SMITH HOLDCO, INC.
By: KENNETH THRASHER
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Kenneth Thrasher
Executive Vice President
Date: September 8, 1997.
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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3.1 Restated Certificate of Incorporation of Meyer-Smith Holdco, Inc.
Incorporated by reference to Appendix D to the Joint Proxy
Statement/Prospectus dated August 6, 1997, which is part of the
Registration Statement on Form S-4 (No. 333-32927), filed with the
Securities and Exchange Commission by the Registrant.
3.2 Bylaws of Meyer-Smith Holdco, Inc. Incorporated by reference to
Appendix E to the Joint Proxy Statement/Prospectus dated August 6,
1997, which is part of the Registration Statement on Form S-4 (No.
333-32927), filed with the Securities and Exchange Commission by
the Registrant.
4.1 Specimen Stock Certificate.
4
Temporary Certificate - Exchangeable for Definitive
Certificate When Ready for Delivery
FRED MEYER, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
Number Shares
- ------------ ------------
NY
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY
COMMON STOCK See Reverse For Certain Definitions
Par Value $.01 Per Share CUSIP 592907 10 9
This certifies that SPECIMEN
is the registered owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
FRED MEYER, INC.
transferable on the books of the Corporation by the registered owner
hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
ROGER A. COOKE ROBERT G. MILLER
Secretary President
[SEAL]
Countersigned and Registered:
THE BANK OF NEW YORK
Transfer Agent And Registrar
By
Authorized Signature
<PAGE>
FRED MEYER, INC.
The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT -- _________Custodian __________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ________________________________
in common (State)
UNIF TRF MIN ACT -- ________ Custodian (until age ___)
(Cust)
_______________ under Uniform Transfers
(Minor)
to Minors Act _______________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _________________________
X _________________________________________
X _________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
NOTICE: WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By ________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
