UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 27, 1998
FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13339 91-1826443
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
3800 SE 22nd Avenue, Portland, Oregon 97202
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(Address of principal executive offices) (Zip Code)
(503) 232-8844
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(Registrant's telephone number, including area code)
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Item 5. Other Events
The consolidated financial statements of Smith's Food & Drug Centers, Inc.
("Smith's") as of December 28, 1996 and December 30, 1995, and for each of the
three years in the period ended December 28, 1996 incorporated by reference in
Smith's Form 10-K for the year ended December 28, 1996 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated by reference in the Joint Proxy and Consent
Solicitation Statement/Prospectus dated January 27, 1998 of Fred Meyer, Inc.,
Quality Food Centers, Inc. and Food 4 Less Holdings, Inc. and the Prospectus
dated February 4, 1998 of Fred Meyer, Inc. Such consolidated financial
statements are incorporated therein by reference in reliance upon such report
given upon the authority of said firm as experts in accounting and auditing.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
23.1 Consent of Ernst & Young LLP.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: February 27, 1998
FRED MEYER, INC.
By: ROGER A. COOKE
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Roger A. Cooke
Senior Vice President, General Counsel and
Secretary
2
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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23.1 Consent of Ernst & Young LLP.
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in this
current report on Form 8-K dated February 27, 1998 of Fred Meyer, Inc. and in
the Prospectuses relating to the Registration Statements (Form S-4 No.
333-44871, Form S-3 No. 333-44537 and Form S-3 No. 333-46835 of Fred Meyer, Inc.
(the "Registrant")) and to the incorporation by reference therein 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
in its annual report (Form 10-K) for the year ended December 28, 1996, filed
with the Securities and Exchange Commission and incorporated by reference in the
Fred Meyer, Inc. Form 8-K filed with the Securities and Exchange Commission on
September 9, 1997.
ERNST & YOUNG LLP
Salt Lake City, Utah
February 27, 1998
