As filed with the Securities and Exchange Commission on September 26, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
FRED MEYER, INC.
(Formerly named Meyer-Smith Holdco, Inc.)
(Exact name of registrant as specified in its charter)
--------------
Delaware 91-1826443
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3800 SE 22nd Avenue
Portland, Oregon 97202
(Address of Principal (Zip Code)
Executive Offices)
--------------
Fred Meyer, Inc. 1997 Stock Incentive Plan
Fred Meyer, Inc. Employee Stock Purchase Program
Fred Meyer, Inc. Non-Employee Directors' Deferred Compensation Plan
(Full title of plans)
--------------
Roger A. Cooke
Senior Vice President
General Counsel and Secretary
Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, Oregon 97202
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 232-8844
<PAGE>
Copy to:
Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered(1) Share(1) Price(1) Fee
- ------------------- ------------- --------- -------- ---------
<S> <C> <C> <C> <C>
Common Stock 5,285,000 Shares $51.61006976 $272,759,218.70 $82,654.31
- --------------------------------------------------------------------------------------------
(1) This Registration Statement registers the following shares:
Name of Plan Number of Shares
------------ ----------------
Fred Meyer, Inc. 1997 Stock Incentive Plan 5,000,000
Fred Meyer, Inc. Employee Stock Purchase
Program 185,000
Fred Meyer, Inc. Non-Employee Directors'
Deferred Compensation Plan 100,000
TOTAL 5,285,000
</TABLE>
The proposed maximum offering price per share and the proposed maximum
aggregate offering price were estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. The estimated offering price for the shares to be
issued under the Fred Meyer, Inc. 1997 Stock Incentive Plan was calculated
based on the exercise price of outstanding options granted under such plan
and, with respect to shares not covered by outstanding options, $52.46875,
which was the average of the high and low prices of the Common Stock on
September 19, 1997 as reported by the New York Stock Exchange. With respect
to the Fred Meyer, Inc. Employee Stock Purchase Program and the Fred Meyer,
Inc. Non-Employee Directors' Deferred Compensation Plan, the calculation of
the registration fee is based on $52.46875, which was the average of the
high and low prices of the Common Stock on September 19, 1997 as reported
by the New York Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Fred Meyer, Inc. (the "Registrant") with
the Securities and Exchange Commission are incorporated herein by reference:
(a) The Registrant's and its predecessors' latest annual reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
or the latest prospectus filed pursuant to rule 424(b) under the Securities
Act of 1933 that contain audited financial statements for the Registrant's
or its predecessors' latest fiscal year for which such statements have been
filed.
(b) All other reports of the Registrant and its predecessors filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual reports or
prospectus referred to in (a) above.
(c) The description of the Common Stock contained in a registration
statement filed under Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
-------------------------
The information contained under the caption "Description of Holdings
Capital Stock" in the Registrant's Joint Proxy Statement/Prospectus dated August
6, 1997, which is part of the Registration Statement on Form S-4 (File No.
333-32927) and was filed by the Registrant with the Securities and Exchange
Commission, attached as Exhibit 99 hereto (the "Joint Proxy Statement/Prospectus
Excerpt") is incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware GCL") grants each corporation the power to indemnify officers and
directors under certain circumstances. Article VII.A of the Registrant's
Certificate of Incorporation (the "Certificate") and Article V of the
Registrant's Bylaws (the "Bylaws") provide for indemnification to the fullest
extent permitted by Section 145.
As authorized by Section 102 of the Delaware GCL, the Registrant has
included in the Certificate a provision eliminating the liability of a director
to the Registrant or its stockholders for monetary damages for breaches of a
director's fiduciary duty to the Registrant. Liability may not be and has not
been limited for breaches of the duty of loyalty, intentional misconduct,
distributions made in contravention of Section 174 of the Delaware GCL or for
any transaction in which a director derives an improper personal benefit.
The Registrant has a directors and officers liability insurance policy
that, under certain circumstances, insures its directors and officers against
the costs of defense, settlement or payment of a judgment.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any agreement, vote of stockholders or directors or otherwise.
The Agreement and Plan of Reorganization and Merger (the "Merger
Agreement") dated May 11, 1997 between Smith's Food & Drug Centers, Inc., a
Delaware corporation ("Smith's"), and Fred Meyer, Inc., a Delaware corporation
which has subsequently been renamed Fred Meyer Stores, Inc. ("Fred Meyer"),
provides that, from and after the time at which the merger (the "Merger")
becomes effective (the "Effective Time"), the Registrant will indemnify, defend
and hold harmless the current and former directors, officers and employees of
Smith's, Fred Meyer and their respective subsidiaries (each, an "Indemnified
Party") against all costs or expenses (including reasonable attorneys' fees),
judgments, fines, losses, claims, damages or liabilities incurred in connection
with any claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of actions or omissions
occurring at or prior to the Effective Time (including, without limitation, the
transactions contemplated by the Merger Agreement and the Voting Agreements) to
the fullest extent that such persons are indemnified under the laws of the State
of Delaware and the certificates of incorporation and bylaws, as in effect on
the date thereof, of Smith's, Fred Meyer and their respective subsidiaries or
any existing indemnification agreement with either Fred Meyer or Smith's, and
during such period, the Registrant shall advance expenses (including expenses
related to enforcing the indemnity under the Merger Agreement) as incurred to
the fullest extent permitted under applicable law, provided that the person to
whom expenses are advanced provides an undertaking to repay such advances if it
is ultimately determined that such person is not entitled to indemnification
with no bond or security to be required. Any determination required to be made
with respect to whether an officer's or director's conduct
II-2
<PAGE>
complies with the standards set forth under Delaware law and any such
certificate of incorporation or bylaws shall be made by independent counsel
(which shall not be counsel that provides material services to the Registrant or
its subsidiaries) selected by the Registrant and reasonably acceptable to such
officer or director; provided, that in the absence of applicable Delaware
judicial precedent to the contrary, such counsel, in making such determination,
shall presume such officer's or director's conduct complied with such standard
and the Registrant shall have the burden to demonstrate that such officer's or
director's conduct failed to comply with such standard.
In addition, the Merger Agreement provides that for a period of five years
after the Effective Time, the Registrant will maintain officers' and directors'
liability insurance covering the Indemnified Parties who are covered, in their
capacities as current or former officers and directors, by Smith's or Fred
Meyer's existing officers' and directors' liability insurance policies on terms
substantially no less advantageous to such Indemnified Parties than such
existing insurance. Additionally, the Registrant is required to keep in effect
provisions in its certificate of incorporation and bylaws providing for
exculpation of director and officer liability and its indemnification of the
indemnified parties to the fullest extent permitted under the Delaware GCL,
which provisions will not be amended except as required by applicable law or
except to make changes permitted by law that would enlarge the Indemnified
Parties' right of indemnification.
Pursuant to the Fred Meyer certificate of incorporation ("Fred Meyer
Certificate") and bylaws ("Fred Meyer Bylaws") in effect prior to the Effective
Time, Fred Meyer was obligated to indemnify its then current and former
directors and officers (the "Fred Meyer Indemnified Parties") to the fullest
extent permitted under applicable law. Fred Meyer also maintained directors' and
officers' liability insurance covering the Fred Meyer Indemnified Parties in
their capacities as directors and officers of Fred Meyer. The Registrant is
obligated to indemnify the Fred Meyer Indemnified Parties to the fullest extent
that the Fred Meyer Indemnified Parties are indemnified by Fred Meyer pursuant
to the provisions of the Fred Meyer Certificate and the Fred Meyer Bylaws. In
addition, for a period of five years after the Effective Time, the Registrant
will maintain officers' and directors' liability insurance covering the Fred
Meyer Indemnified Parties on terms substantially no less advantageous to the
Fred Meyer Indemnified Parties than such existing insurance.
Prior to the Effective Time, Smith's entered into Indemnification
Agreements (the "Smith's Indemnification Agreements") with its then current and
former directors and officers (the "Smith's Indemnified Parties") which provide
that Smith's shall indemnify the Smith's Indemnified Parties, to the fullest
extent permitted under applicable law and Smith's certificate of incorporation
and bylaws, against all liabilities incurred by reason of such person's status
as a director or officer of Smith's. In addition, Smith's maintained directors'
and officers' liability insurance covering the Smith's Indemnified Parties in
their capacities as directors and officers of Smith's. The Registrant is
obligated to indemnify the Smith's Indemnified Parties to the fullest extent
that the Smith's Indemnified Parties are indemnified by Smith's pursuant to the
provisions of the Smith's Indemnification Agreements. In addition, for a period
of five years
II-3
<PAGE>
after the Effective Time, the Registrant will maintain officers' and directors'
liability insurance covering the Smith's Indemnified Parties on terms
substantially no less advantageous to the Smith's Indemnified Parties than such
existing insurance.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
5 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Stoel Rives LLP (included in Exhibit 5).
24 Powers of Attorney.
99 Joint Proxy Statement/Prospectus Excerpt
Item 9. Undertakings.
------------
(a) The Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
II-4
<PAGE>
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon on September 25, 1997.
FRED MEYER, INC.
By: ROGER A. COOKE
-------------------------------------
Roger A. Cooke
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 25, 1997.
Signature Title
Principal Executive Officer:
* ROBERT G. MILLER Chief Executive Officer and
- ---------------------------------- President, and Director
Robert G. Miller
Principal Financial and
Accounting Officer:
* DAVID R. JESSICK Senior Vice President
- ---------------------------------- and Chief Financial Officer
David Jessick
* VIVIAN A. BULL Director
- ----------------------------------
Vivian A. Bull
* RONALD W. BURKLE Director
- ----------------------------------
Ronald W. Burkle
II-6
<PAGE>
* JAMES J. CURRAN Director
- ----------------------------------
James J. Curran
* A. M. GLEASON Director
- ----------------------------------
A. M. Gleason
* BRUCE KARATZ Director
- ----------------------------------
Bruce Karatz
* JOHN G. KING Director
- ----------------------------------
John G. King
* ROGER S. MEIER Director
- ----------------------------------
Roger S. Meier
* STEVEN R. ROGEL Director
- ----------------------------------
Steven R. Rogel
* FRED L. SMITH Director
- ----------------------------------
Fred L. Smith
* JEFFREY P. SMITH Director
- ----------------------------------
Jeffrey P. Smith
*By: ROGER A. COOKE
----------------------------------
Roger A. Cooke
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
5 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Stoel Rives LLP (included in Exhibit 5).
24 Powers of Attorney.
99 Joint Proxy Statement/Prospectus Excerpt.
II-8
Exhibit 5
September 26, 1997
Board of Directors
Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, Oregon 97202
We have acted as counsel for Fred Meyer, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering 5,285,000
shares of common stock (the "Shares") of the Company of which 5,000,000 shares
are issuable in connection with the Fred Meyer, Inc. 1997 Stock Incentive Plan,
185,000 shares are issuable in connection with the Fred Meyer, Inc. Employee
Stock Purchase Program and 100,000 shares are issuable in connection with the
Fred Meyer, Inc. Non-Employee Directors' Deferred Compensation Plan
(collectively, the "Plans"). We have reviewed the corporate actions of the
Company in connection with this matter and have examined those documents,
corporate records, and other instruments we deemed necessary for the purposes of
this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Delaware; and
2. The Shares have been duly authorized and, when issued pursuant to the
applicable Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
STOEL RIVES LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fred Meyer, Inc. (the "Registrant") on Form S-8 of our report dated March 12,
1997, appearing in the Annual Report on Form 10-K of Fred Meyer, Inc., a
Delaware corporation renamed Fred Meyer Stores, Inc. and a subsidiary of the
Registrant, for the year ended February 1, 1997, as amended by Forms 10-K/A
dated May 20, 1997 and August 6, 1997.
DELOITTE & TOUCHE LLP
September 25, 1997
Exhibit 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) of Fred Meyer, Inc. (the "Registrant") of our report dated
January 27, 1997, with respect to the consolidated financial statements of
Smith's Food & Drug Centers, Inc., a subsidiary of the Registrant, incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 28,
1996, filed with the Securities and Exchange Commission and amended by Forms
10-K/A dated April 7, 1997 and August 6, 1997.
ERNST & YOUNG LLP
Salt Lake City, Utah
September 23, 1997
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
RONALD W. BURKLE
-----------------------------------------
Ronald W. Burkle
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
ROBERT G. MILLER
-----------------------------------------
Robert G. Miller
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
BRUCE KARATZ
-----------------------------------------
Bruce Karatz
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
JAMES J. CURRAN
-----------------------------------------
James J. Curran
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
JOHN G. KING
-----------------------------------------
John G. King
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
A.M. GLEASON
-----------------------------------------
A.M. Gleason
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
ROGER S. MEIER
-----------------------------------------
Roger S. Meier
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
VIVIAN A. BULL
-----------------------------------------
Vivian A. Bull
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
STEVEN R. ROGEL
-----------------------------------------
Steven R. Rogel
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
FRED L. SMITH
-----------------------------------------
Fred L. Smith
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
JEFFREY P. SMITH
-----------------------------------------
Jeffrey P. Smith
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-8)
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-8
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco,
Inc., and any and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; granting unto
said attorneys and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 14, 1997.
DAVID R. JESSICK
-----------------------------------------
David R. Jessick
Exhibit 99
JOINT PROXY STATEMENT/PROSPECTUS EXCERPT
(The following Excerpt is from the Joint Proxy Statement/Prospectus dated
August 6, 1997, which is part of the Registration Statement on Form S-4
(File No. 333-32927), filed by the Registrant with the Securities
and Exchange Commission. Capitalized terms which are not
defined herein shall have the meanings ascribed to
them in the Joint Proxy Statement/Prospectus.)
DESCRIPTION OF HOLDINGS CAPITAL STOCK
The following description of the capital stock of Holdings, which is
complete in all material respects, is subject, in all respects, and is qualified
by reference to applicable Delaware law and to the provisions of the Holdings
Certificate, a copy of which is attached hereto as Appendix D, and is
incorporated herein by reference.
Authorized Capital Stock
The authorized capital stock of Holdings upon completion of the Merger will
consist of 400,000,000 shares of Holdings Common Stock, and 100,000,000 shares
of preferred stock, $.01 par value per share (the "Holdings Preferred Stock").
Based upon shares of Common Stock of Fred Meyer and Smith's outstanding on July
18, 1997, it is anticipated that approximately 43,410,969 shares of Holdings
Common Stock and no shares of Holdings Preferred Stock will be issued and
outstanding immediately after the completion of the Merger.
Holdings Common Stock
The holders of Holdings Common Stock are entitled to one vote per share for
each share held of record on all matters submitted to a vote of the
stockholders. Under the Holdings Certificate, the Holdings Board will be
classified into three classes each consisting of, as nearly as may be possible,
one-third of the total number of directors constituting the entire Holdings
Board. The holders of Holdings Common Stock will not be entitled to cumulate
votes for the election of directors.
The holders of Holdings Common Stock are entitled to receive ratably such
dividends as are declared by the Holdings Board out of funds legally available
therefor. In the event of a liquidation, dissolution or winding up of Holdings,
holders of Holdings Common Stock have the right to a ratable portion of the
assets remaining after payment of liabilities and liquidation preferences of any
outstanding shares of Holdings Preferred Stock. The holders of Holdings Common
Stock have no preemptive rights or rights to convert their Holdings Common Stock
into other securities. All outstanding shares of Holdings Common Stock are, and
the shares of Holdings Common Stock to be issued in connection with the Merger,
when so issued, will be, fully paid and nonassessable. The rights of the holders
of Holdings Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of Holdings Preferred Stock, if any.
It is a condition to the completion of the Merger that Holdings Common
Stock be approved for listing on the NYSE, subject to official notification of
issuance.
<PAGE>
Holdings Preferred Stock
The Holdings Board may, without further action of the stockholders, issue
Holdings Preferred Stock in one or more series and fix or alter the rights,
preferences, privileges and restrictions thereof, including dividend rights,
dividend rates, conversion rights, voting rights, redemption terms and prices,
liquidation terms and preferences, and the number of shares constituting any
series or the designations of such series. No Holdings Preferred Stock is
outstanding, no Holdings Preferred Stock will be issued in connection with the
Merger, and Holdings has no present plans to issue any shares of Holdings
Preferred Stock.
Certain Anti-Takeover Provisions
The Holdings Certificate and the Holdings Bylaws contain provisions that
may have the effect of discouraging persons from acquiring large blocks of
voting stock of Holdings or delaying or preventing a change in control of
Holdings. The material provision that may have such an effect are: (i)
classification of the Holdings Board into three classes with the terms of only
one class expiring each year; (ii) a provision that directors may be removed
only for cause and only with the affirmative vote of holders of at least 75% of
the outstanding shares of Holdings; (iii) authorization for the Holdings Board
to issue Holdings Preferred Stock in series and to fix rights and preferences of
the series (including, among other things, whether, and to what extent, the
shares of any series will have voting rights and the extent of the preferences
of the shares of any series with respect to dividends and other matters); (iv) a
provision that stockholders may take action only at an annual or special meeting
and not by written consent in lieu of a meeting; (v) advance notice procedures
with respect to nominations of directors or proposals other than those adopted
or recommended by the Holdings Board; and (vi) provisions permitting amendment
of certain of these and related provisions only by an affirmative vote of the
holders of at least 75% of the outstanding shares of Holdings Common Stock
entitled to vote. See "Comparison of Stockholders' Rights."
