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) March 9, 1998
-------------
FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13339 91-1826443
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
3800 SE 22nd Avenue, Portland, Oregon 97202
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(503) 232-8844
--------------
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On March 9, 1998, upon filing Articles of Merger with the Washington
Secretary of State, Fred Meyer, Inc., a Delaware corporation (the "Company"),
acquired Quality Food Centers, Inc., a Washington corporation ("QFC"), as a
result of a merger through which QFC became a wholly owned subsidiary of the
Company (the "QFC Merger"). The QFC Merger, as contemplated by the Agreement and
Plan of Merger dated November 6, 1997, as amended on January 20, 1998, between
the Company and QFC, was approved by the stockholders of Fred Meyer at a
stockholders meeting held on March 5, 1998 and by the shareholders of QFC at a
shareholders meeting held on March 6, 1998. Proxies for both meetings were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
On March 10, 1998, upon filing a Certificate of Merger with the Delaware
Secretary of State, the Company acquired Food 4 Less Holdings, Inc., a Delaware
corporation ("Food 4 Less"), as a result of a merger through which Food 4 Less
became a wholly owned subsidiary of the Company (the "Food 4 Less Merger" and
together with the QFC Merger, the "Mergers"). The Food 4 Less Merger, as
contemplated by the Agreement and Plan of Merger dated November 6, 1997, as
amended on January 20, 1998, between the Company and Food 4 Less, was approved
by the stockholders of Fred Meyer at a stockholders meeting held on March 5,
1998, for which proxies were solicited pursuant to Section 14(a) of the Exchange
Act, and by the stockholders of Food 4 Less through a consent solicitation that
was completed on March 4, 1998.
The Joint Proxy and Consent Solicitation Statement/Prospectus dated January
27, 1998, which is part of the Registration Statement on Form S-4 (No.
333-44871) filed by the Company (the "Joint Proxy Statement"), contains
information regarding the Mergers, is filed as an exhibit to this Report and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The audited financial statements of QFC for the three previous fiscal
years, and the accountants' report related thereto, set forth in QFC's Annual
Report on Form 10-K for the fiscal year ended December 28, 1996, as amended by
Forms 10-K/A, and the unaudited financial statements for the 36 week period
ended September 6, 1997 set forth in QFC's Quarterly Report on Form 10-Q for the
quarter ended September 6, 1997, as amended by Forms 10-Q/A, are filed as an
exhibit to this Report and are incorporated herein by reference.
The audited financial statements of Food 4 Less for the three previous
fiscal years, and the accountants' report related thereto, set forth in Food 4
Less' Annual Report on Form
2
<PAGE>
10-K for the year ended February 2, 1997, as amended by Form 10-K/A, and the
unaudited financial statements for the period ended October 12, 1997 set forth
in Food 4 Less' Quarterly Report on Form 10-Q for the quarter ended October 12,
1997 are filed as an exhibit to this Report and are incorporated herein by
reference.
Supplemental financial statements of the Company reflecting the acquisition
of QFC will be filed by May 15, 1998 with an amendment to this Form 8-K.
(b) Pro forma financial information.
The information set forth under the caption "The FM/QFC Merger and FM/Food
4 Less Merger Unaudited Pro Forma Condensed Combined Financial Statements" in
the Joint Proxy Statement, which is filed as Exhibit 99.1 to this Report, is
incorporated herein by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and QFC.
Incorporated by reference from Appendix A to the Joint Proxy
Statement.
2.2 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and Food
4 Less. Incorporated by reference from Appendix B to the
Joint Proxy Statement.
23.1 Consent of Deloitte & Touche LLP (Seattle office).
23.2 Consent of Arthur Andersen LLP.
99.1 Joint Proxy Statement. Incorporated by reference from the
Company's Registration Statement on Form S-4 (No.
333-44871).
99.2 Financial Statements of QFC. Incorporated by reference from
QFC's Annual Report on Form 10-K, as amended by Forms 10-K/A
filed March 31, 1997, May 16, 1997 and July 23, 1997, for
the fiscal year ended December 28, 1996, and from QFC's
Quarterly Report on Form 10-Q, as amended by Form 10-Q/A
filed October 28, 1997, for the quarter ended September 6,
1997.
3
<PAGE>
99.3 Financial Statements of Food 4 Less. Incorporated by
reference from Food 4 Less' Annual Report on Form 10-K, as
amended by Form 10- K/A filed December 8, 1997, for the
fiscal year ended February 2, 1997, and from Food 4 Less'
Quarterly Report on Form 10-Q for the quarter ended October
12, 1997.
4
<PAGE>
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: March 17, 1998
FRED MEYER, INC.
By: ROGER A. COOKE
-------------------------------------
Roger A. Cooke
Senior Vice President, General
Counsel and Secretary
5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential
- ----------- ----------- Page No.
----------
2.1 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and QFC.
Incorporated by reference from Appendix A to the Joint Proxy
and Consent Solicitation Statement/Prospectus dated January
27, 1998, which is part of the Company's Registration
Statement on Form S-4 (No. 333-44871).
2.2 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and Food
4 Less. Incorporated by reference from Appendix B to the
Joint Proxy and Consent Solicitation Statement/Prospectus
dated January 27, 1998, which is part of the Company's
Registration Statement on Form S-4 (No. 333-44871).
23.1 Consent of Deloitte & Touche LLP (Seattle office).
23.2 Consent of Arthur Andersen LLP.
99.1 Joint Proxy Statement. Incorporated by reference from the
Company's Registration Statement on Form S-4 (No. 333-
44871).
99.2 Financial Statements of QFC. Incorporated by reference from
QFC's Annual Report on Form 10-K, as amended by Forms 10-K/A
filed March 31, 1997, May 16, 1997 and July 23, 1997, for
the fiscal year ended December 28, 1996, and from QFC's
Quarterly Report on Form 10-Q, as amended by Form 10-Q/A
filed October 28, 1997, for the quarter ended September 6,
1997.
99.3 Financial Statements of Food 4 Less. Incorporated by
reference from Food 4 Less' Annual Report on Form 10- K, as
amended by Form 10-K/A filed December 8, 1997, for the
fiscal year ended February 2, 1997, and from Food 4 Less'
Quarterly Report on Form 10-Q for the quarter ended October
12, 1997.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form 8-K
of Fred Meyer, Inc. of our report dated March 21, 1997, included in the Annual
Report on Form 10-K/A dated July 23, 1997 of Quality Food Centers, Inc. for the
year ended December 28, 1996.
DELOITTE & TOUCHE LLP
Seattle, Washington
March 13, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated March 21, 1997 (except with
respect to the matter discussed in Note 14, as to which the date is April 17,
1997) included in the Food 4 Less Holdings, Inc. Form 10-K, as amended, for the
year ended February 2, 1997. It should be noted that we have not audited any
financial statements of Food 4 Less Holdings, Inc. subsequent to February 2,
1997, or performed any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Los Angeles, California
March 16, 1998
