Rule 424(b)(1)
Registration No. 333-46835
PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 10, 1998)
FRED MEYER, INC.
7,121,283 Shares of Common Stock
($.01 par value)
This Prospectus Supplement and the accompanying Prospectus relate to
7,121,283 shares of Common Stock (the "Shares"), par value $.01 per share, of
Fred Meyer, Inc. (The "Company" or "Fred Meyer"), offered hereby (the
"Offering") by Apollo Investment Fund III, L.P., Apollo U.K. Partners III, L.P.,
Apollo Overseas Partners III, L.P., F4L/AB Investors, L.P. and Apollo Investment
Fund, L.P. (collectively, the "Apollo Selling Stockholders"), and sold by
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ").
The Common Stock of the Company is traded on the New York Stock Exchange
(the "NYSE"). On March 17, 1998, the closing price for the Common Stock as
reported on the NYSE was $46.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The Shares will be purchased from the Apollo Selling Stockholders by DLJ at
a price of $45.75 per share (resulting in $325,798,698 aggregate net proceeds
(before expenses) to the Apollo Selling Stockholders). The Company will not
receive any of the proceeds from the Offering.
The Shares may be offered by DLJ from time to time in one or more
transactions (which may involve block transactions) on the NYSE, or on other
national securities exchanges on which the Common Stock is traded, in the
over-the-counter market, through negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated,
subject to prior sale, when, as and if delivered to and accepted by DLJ.
The Company and the Apollo Selling Stockholders have agreed to indemnify
DLJ against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the "Securities Act").
The Shares are offered, subject to prior sale, when, as and if accepted by
DLJ. It is expected that delivery of the Shares will be made on or about March
23, 1998 at the office of DLJ, New York, New York, against payment therefor in
immediately available funds.
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Donaldson, Lufkin & Jenrette
Securities Corporation
The date of this Prospectus Supplement is March 18, 1998.
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No dealer, salesperson or any other person has been authorized in
connection with any offering made hereby to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus Supplement or the accompanying Prospectus, and if given or made, such
information or representations must not be relied upon as having been authorized
by the Company, the Apollo Selling Stockholders or DLJ. This Prospectus
Supplement and the accompanying Prospectus do not constitute an offer to sell or
a solicitation of an offer to buy any security other than the Shares offered
hereby, nor do they constitute an offer to sell or a solicitation of an offer to
buy any of the Shares offered hereby by anyone in any jurisdiction in which such
offer or solicitation is not authorized, or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus Supplement or the accompanying Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the respective dates as to which
information has been given herein and therein.
PLAN OF DISTRIBUTION
DLJ has agreed to purchase, and the Apollo Selling Stockholders have agreed
to sell, the Shares. The obligation of DLJ to pay for and accept delivery of the
Shares is subject to certain conditions. DLJ is obligated to take and pay for
all the Shares if any are taken.
It is expected that all or a substantial portion of the Shares may be sold
by DLJ to purchasers in one or more transactions (which may involve block
transactions) on the NYSE or on other national securities exchanges on which the
Common Stock is traded or otherwise. The distribution of the Shares may also be
effected from time to time in special offerings, exchange distributions and/or
secondary distributions pursuant to and in accordance with the rules of the NYSE
or such other exchanges, in the over-the-counter market, in negotiated
transactions through the writing of options on the Shares (whether such options
are listed on an options exchange or otherwise), or in a combination of such
methods at prevailing market prices or at negotiated prices. DLJ may effect such
transactions by selling Shares to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
DLJ and/or the purchasers of such Shares for whom they may act as agents or to
whom they may sell as principal.
The Company and the Apollo Selling Stockholders have agreed to indemnify
DLJ against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the "Securities Act").
LEGAL MATTERS
The validity of the issuance of Shares offered hereby will be passed upon
for the Company by Stoel Rives LLP. Certain legal matters will be passed upon
for DLJ by Cahill Gordon & Reindel (a partnership including a professional
corporation).
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