As filed with the Securities and Exchange Commission on March 6, 1998
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.
(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)
---------------
Quality Food Centers, Inc. 1997 Stock Option Plan
Quality Food Centers, Inc. 1987 Incentive Stock Option Plan
Quality Food Centers, Inc. 1993 Executive Stock Option 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
Copy to:
Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<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 3,838,903 Shares $16.29043948 $62,537,417 $18,449
- -------------------------------------------------------------------------------------------
(1) This Registration Statement registers the following shares:
Name of Plan Number of Shares
------------ ----------------
Quality Food Centers, Inc. 1997 Stock Option
Plan 847,115
Quality Food Centers, Inc. 1987 Incentive
Stock Option Plan 966,762
Quality Food Centers, Inc. 1993 Executive
Stock Option Plan 2,025,026
TOTAL 3,838,903
</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 prices for the shares to be
issued under the Quality Food Centers, Inc. plans were calculated based on
the exercise prices of outstanding options granted under such plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
1. The latest Annual Reports on Form 10-K, as amended, of the Registrant,
Quality Food Centers, Inc. ("QFC") and Food 4 Less Holdings, Inc.
("Food 4 Less"), filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
2. All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
Act since the end of the fiscal year covered by the Annual Reports on
Form 10-K referred to in (1) above.
3. The definitive Joint Proxy and Consent Solicitation
Statement/Prospectus of the Registrant, QFC and Food 4 Less dated
January 27, 1998; and
4. The description of the Common Stock contained in the Registrant's
registration statement under section 12 of the 1934 Act including any
amendment or report updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the
termination of the offering 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 Commission, attached as
Exhibit 99 to the Registration Statement (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 Merger (the "QFC Merger Agreement") dated
November 6, 1997, as amended on January 20, 1998, between Quality Food Centers,
Inc., a Washington corporation ("QFC"), and the Registrant, provides that the
Bylaws of QFC (the "QFC Bylaws") after the effective time (the "QFC Merger
Effective Time") of the merger between a subsidiary of the Registrant and QFC
(the "QFC Merger") shall contain provisions no less favorable with respect to
indemnification and exculpation from liability than are set forth in the
Articles of Incorporation of QFC (the "QFC Charter") and QFC Bylaws on the date
of the QFC Merger Agreement, which provisions shall not be amended, repealed or
otherwise modified for a period of six years from the QFC Merger Effective Time
in any manner that would adversely affect the rights thereunder of individuals
who at the QFC Merger Effective Time were directors, officers, employees or
agents of QFC. Without limiting the generality of the foregoing, in the event
any person entitled to indemnification under such provisions becomes involved in
any claim, action, proceeding or investigation after the QFC Merger Effective
Time, QFC shall periodically advance to such person his or her reasonable legal
and other reasonably incurred expenses (including the cost of any investigation
and preparation incurred in connection therewith), subject to such person
providing an undertaking to reimburse all amounts so advanced in the event of a
final non-appealable determination by a court of competent jurisdiction that
such person is not entitled thereto.
For six years from the QFC Merger Effective Time, the Registrant shall
maintain in effect the current directors' and officers' liability insurance
covering those persons who are
II-2
<PAGE>
currently covered by QFC's directors' and officers' liability insurance policy
to the extent that it provides coverage for events occurring on or prior to the
QFC Merger Effective Time, so long as the annual premium therefor would not be
in excess of 150% of the last annual premium paid prior to the date of the QFC
Merger Agreement (the "QFC Current Premium"). If such premiums for such
insurance would at any time exceed 150% of the QFC Current Premium, then the
Registrant shall cause to be maintained policies of insurance which in the
Registrant's good faith determination, provide the maximum coverage available at
an annual premium equal to 150% of the QFC Current Premium.
The Bylaws (the "Food 4 Less Bylaws") of Food 4 Less Holdings, Inc., a
Delaware corporation ("Food 4 Less"), after the effective time (the "Food 4 Less
Merger Effective Time") of the merger between a subsidiary of the Registrant and
Food 4 Less (the "Food 4 Less Merger") shall contain provisions no less
favorable with respect to indemnification and exculpation from liability than
were set forth in the Certificate of Incorporation of Food 4 Less (the "Food 4
Less Certificate") and the Food 4 Less Bylaws on the date of the Agreement and
Plan of Merger (the "Food 4 Less Merger Agreement") dated November 6, 1997, as
amended on January 20, 1998, between the Registrant and Food 4 Less, which
provisions shall not be amended, repealed or otherwise modified for a period of
six years from the Food 4 Less Merger Effective Time in any manner that would
adversely affect the rights thereunder of individuals who at the Food 4 Less
Merger Effective Time were directors, officers, employees or agents of Food 4
Less. Without limiting the generality of the foregoing, in the event any person
entitled to indemnification under such provisions becomes involved in any claim,
action, proceeding or investigation after the Food 4 Less Merger Effective Time,
Food 4 Less shall periodically advance to such person his or her reasonable
legal and other reasonably incurred expenses (including the cost of any
investigation and preparation incurred in connection therewith), subject to such
person providing an undertaking to reimburse all amounts so advanced in the
event of a final non-appealable determination by a court of competent
jurisdiction that such person is not entitled thereto.
For six years from the Food 4 Less Merger Effective Time, the Registrant
shall maintain in effect the current directors' and officers' liability
insurance covering those persons who are currently covered by Food 4 Less'
directors' and officers' liability insurance policy to the extent that it
provides coverage for events occurring on or prior to the Food 4 Less Merger
Effective Time, so long as the annual premium therefor would not be in excess of
150% of the last annual premium paid prior to the date of the Food 4 Less Merger
Agreement (the "Food 4 Less Current Premium"). If such premiums for such
insurance would at any time exceed 150% of the Food 4 Less Current Premium, then
the Registrant shall cause to be maintained policies of insurance which in the
Registrant's good faith determination, provide the maximum coverage available at
any annual premium equal to 150% of the Food 4 Less Current Premium.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
II-3
<PAGE>
Item 8. Exhibits.
---------
5 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP (Portland, Oregon).
23.2 Consents of Deloitte & Touche LLP (Seattle, Washington).
23.3 Consents of Arthur Andersen LLP.
23.4 Consent of Ernst & Young LLP.
23.5 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
(iii) Include any additional or changed material information on
the plan of distribution.
II-4
<PAGE>
(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
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 March 6, 1998.
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 March 6, 1998.
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
* RONALD W. BURKLE Chairman of the Board
- ----------------------------------
Ronald W. Burkle
* VIVIAN A. BULL Director
- ----------------------------------
Vivian A. Bull
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 (Portland, Oregon).
23.2 Consents of Deloitte & Touche LLP (Seattle, Washington).
23.3 Consents of Arthur Andersen LLP.
23.4 Consent of Ernst & Young LLP.
23.5 Consent of Stoel Rives LLP (included in Exhibit 5).
24 Powers of Attorney.
99 Joint Proxy Statement/Prospectus Excerpt.
Exhibit 5
March 6, 1998
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 3,838,903
shares of common stock (the "Shares") of the Company of which 847,115 shares are
issuable in connection with the Quality Food Centers, Inc. 1997 Stock Option
Plan, 966,762 shares are issuable in connection with the Quality Food Centers,
Inc. 1987 Incentive Stock Option Plan and 2,025,026 shares are issuable in
connection with the Quality Food Centers, Inc. 1993 Executive Stock Option 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
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fred Meyer, Inc. on Form S-8 of our report dated March 12, 1997, appearing in
the Annual Report on Form 10-K of Fred Meyer, Inc., for the year ended February
1, 1997, as amended by Forms 10-K/A.
DELOITTE & TOUCHE LLP
March 6, 1998
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fred Meyer, Inc. on Form S-8 of our report dated March 21, 1997, appearing 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 4, 1998
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fred Meyer, Inc. on Form S-8 of our report dated February 10, 1997 (February 14,
1997, as to Notes 1, 3, 9 and 10) relating to the financial statements of Keith
Uddenberg, Inc. appearing in the Current Report on Form 8-K/A dated November 12,
1996 and filed February 20, 1997, of Quality Food Centers, Inc.
DELOITTE & TOUCHE LLP
Seattle, Washington
March 4, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 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
for the year ended February 2, 1997 and to all references to our Firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
March 6, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report for Hughes Markets, Inc.
and Subsidiaries dated May 10, 1996, except for the matters disclosed in Note 11
for which the date is November 20, 1996, included in Quality Food Centers,
Inc.'s previously filed Form 8-K/A dated February 20, 1997 and to the reference
to our Firm under the "Experts" section included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
March 4, 1998
Exhibit 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) of Fred Meyer, Inc. (the "Registrant")
pertaining to the Prospectus relating to the stock option plans of Quality Food
Centers, Inc. and to the incorporation by reference 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 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
Exhibit 24
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
RONALD W. BURKLE
-----------------------------------------
Ronald W. Burkle
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
ROBERT G. MILLER
-----------------------------------------
Robert G. Miller
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
BRUCE KARATZ
-----------------------------------------
Bruce Karatz
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
JAMES J. CURRAN
-----------------------------------------
James J. Curran
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
JOHN G. KING
-----------------------------------------
John G. King
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
A.M. GLEASON
-----------------------------------------
A.M. Gleason
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
ROGER S. MEIER
-----------------------------------------
Roger S. Meier
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
VIVIAN A. BULL
-----------------------------------------
Vivian A. Bull
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
STEVEN R. ROGEL
-----------------------------------------
Steven R. Rogel
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
FRED L. SMITH
-----------------------------------------
Fred L. Smith
<PAGE>
POWER OF ATTORNEY
(S-8)
The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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 Fred Meyer, 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: January 20, 1998.
JEFFREY P. SMITH
-----------------------------------------
Jeffrey P. Smith
<PAGE>
POWER OF ATTORNEY
(S-8)
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 Fred Meyer, 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: January 20, 1998.
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.
<PAGE>
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.
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."
