Rule 424(b)(3)
Registration No. 333-46835
PROSPECTUS
FRED MEYER, INC.
12,644,835 Shares of Common Stock
($.01 par value)
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.
The Common Stock of Fred Meyer, Inc. (the "Company" or "Fred Meyer")
offered hereby (the "Shares") may be sold by certain stockholders of the Company
(the "Selling Stockholders"). The Company will not receive any of the proceeds
from the offering.
The Common Stock of the Company is traded on the New York Stock Exchange.
On March 10, 1998, the closing price for the Common Stock as reported in The
Wall Street Journal was $46.00 per share.
The Shares may be offered or sold from time to time by the Selling
Stockholders at market prices then prevailing, in negotiated transactions or
otherwise. Brokers or dealers will receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale. See
"Plan of Distribution."
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No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. This Prospectus does not constitute an offering in any
jurisdiction in which such offering may not lawfully be made.
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Neither the delivery of this 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.
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The date of this Prospectus is March 10, 1998.
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THE COMPANY
Fred Meyer is a regional retailer of a wide range of food and drug products
and general merchandise, including apparel, photo and electronics, products for
the home and fine jewelry. As of January 1, 1998, Fred Meyer operated 112
multi-department stores under the Fred Meyer banner in the Pacific Northwest and
Intermountain states, 155 food and drug combination stores and multi-department
stores under the Smith's Food & Drug Centers and Smitty's banners in the
Intermountain and Southwest states and 164 mall jewelry stores under the Fred
Meyer Jewelers, Merksamer Jewelers, and Fox's Jewelers banners.
Fred Meyer acquired by merger Quality Food Centers, Inc. ("QFC") and Food 4
Less Holdings, Inc. ("Ralphs/Food 4 Less") in two separate transactions. The
consideration paid in each of the mergers was common stock of Fred Meyer. A
portion of the shares received in the merger with Ralphs/Food 4 Less are offered
for resale pursuant to this Prospectus. As of January 1, 1998, QFC operated 89
premium supermarkets principally under the QFC banner in the Seattle/Puget Sound
area of Washington and 56 conventional supermarkets under the Hughes Family
Markets banner in Southern California. As of January 1, 1998, Ralphs/Food 4 Less
operated 264 conventional supermarket stores principally under the Ralphs banner
in Southern California and 80 price-impact supermarkets in a warehouse format
principally under the Food 4 Less banner in Southern California.
Fred Meyer was incorporated in Delaware in July 1997 as a successor to the
business of a company which opened its first store in downtown Portland, Oregon
in 1922 and was incorporated in Oregon in 1923. Fred Meyer's principal executive
offices are located at 3800 SE 22nd Avenue, Portland, Oregon 97202, and its
telephone number is (503) 232-8844. Except where the context otherwise requires,
references to Fred Meyer or the Company are to Fred Meyer, Inc., its
subsidiaries and its predecessors.
AVAILABLE INFORMATION
The Company, QFC and Ralphs/Food 4 Less are subject to the informational
requirements of the Securities Exchange Act of 1934 and in accordance therewith
file periodic reports and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements, and other information
concerning the Company, QFC and Ralphs/Food 4 Less may be inspected and copies
may be obtained at prescribed rates at the offices of the SEC, Judiciary Plaza,
450 Fifth Street, NW, Washington, D.C. 20549, as well as at the following
regional offices: 75 Park Place, 14th Floor, New York, New York 10007; and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. The Company has filed
with the SEC a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities offered pursuant to this Prospectus. For
further information, reference is made to the Registration Statement and the
exhibits thereto, which are available for inspection at no fee at the public
reference section of the SEC at its principal office at Judiciary Plaza, 450
Fifth Street, NW, Washington, D.C. 20549. All of the above-referenced documents
can also be obtained from commercial document retrieval
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services and at the web site maintained by the SEC at "http://www.sec.gov." In
addition, the Common Stock is listed on the New York Stock Exchange, and
reports, proxy and information statements and other information concerning the
Company can be inspected at the offices of the New York Stock Exchange.
The Company, QFC and Ralphs/Food 4 Less hereby undertake to provide without
charge to each person to whom a copy of this Prospectus is delivered, upon
written or oral request to, (1) for the Company, Roger A. Cooke, Secretary, Fred
Meyer, Inc., 3800 SE 22nd Avenue, Portland, Oregon 97202, telephone (503)
232-8844, (2) for QFC, Roger A. Cooke, Secretary, Quality Food Centers, Inc.,
c/o Fred Meyer, Inc., 3800 SE 22nd Avenue, Portland, Oregon 97202, telephone
(503) 232-8844, and (3) for Ralphs/Food 4 Less, Roger A. Cooke, Secretary, Food
4 Less Holdings, Inc., c/o Fred Meyer, Inc., 3800 SE 22nd Avenue, Portland,
Oregon 97202, telephone (503) 232-8844, copies of any and all of the information
that has been incorporated by reference into this Prospectus, other than
exhibits to such information unless such exhibits are specifically incorporated
by reference therein. The information relating to the Company, QFC and
Ralphs/Food 4 Less contained in this Prospectus does not purport to be
comprehensive and should be read together with the information contained in the
documents or portions of documents incorporated by reference into this
Prospectus.
SELLING STOCKHOLDERS
The following table sets forth certain information provided to the Company
by the Selling Stockholders.
<TABLE>
<CAPTION>
Name of Selling Common Stock beneficially Common Stock offered
Stockholder owned as of March 10, 1998 by this Prospectus
- --------------- -------------------------- --------------------
<S> <C> <C>
Apollo Investment Fund III, L.P. 5,807,908 5,807,908
Apollo U.K. Partners III, L.P. 215,802 215,802
Apollo Overseas Partners III, L.P. 348,334 348,334
Apollo Investment Fund, L.P. 644,089 644,089
F4L/AB Investors, L.P. 105,150 105,150
F4L Equity Partners, L.P. 3,798,526 3,798,526
Ronald W. Burkle 827,321 827,321
FFL Partners 365,429 365,429
Yucaipa Capital Fund 335,712 335,712
The Yucaipa Companies 116,845 116,845
Yucaipa/F4L Partners 79,719 79,719
</TABLE>
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PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
on stock exchanges (including the New York Stock Exchange) or otherwise at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following methods: (a) block trades in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal, in a market maker capacity or otherwise, and
resale by such broker or dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated immediately prior to the sale. The
Selling Stockholders, such brokers or dealers, and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 (the "1933 Act") in connection with such sales.
Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading transaction, a
supplemented prospectus will be filed, if required, pursuant to Rule 424 under
the 1933 Act, disclosing (i) the name of such Selling Stockholder and of the
participating brokers or dealers, (ii) the number of Shares involved, (iii) the
price at which such Shares will be sold, (iv) the commission paid or discounts
or concessions allowed to such brokers or dealers, where applicable, (v) that
such brokers or dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, and (vi)
other facts material to the transaction.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated herein by
reference:
1. The latest Annual Reports on Form 10-K, as amended, of Fred Meyer, QFC
and Ralphs/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 Company, QFC and Ralphs/Food 4 Less dated
January 27, 1998; and
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4. The description of the Common Stock contained in the Company'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 Company 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.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended February 1, 1997 have been audited by Deloitte &
Touche LLP (Portland, Oregon), independent auditors, as stated in their report,
which is incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report of
said firm given upon its authority as experts in accounting and auditing.
The financial statements of QFC as of December 30, 1995 and December 28,
1996 and for each of the three years in the period ended December 28, 1996
included in the QFC Form 10-K/A for the year ended December 28, 1996, dated July
23, 1997, and incorporated in this prospectus by reference, have been audited by
Deloitte & Touche LLP (Seattle, Washington), independent auditors, as stated in
their report included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated balance sheets of Ralphs/Food 4 Less as of February 2,
1997, January 28, 1996 and January 29, 1995 and the related consolidated
statements of operations, cash flows and stockholders' equity for the 53 weeks
ended February 2, 1997, the 52 weeks ended January 28, 1996, the 31 weeks ended
January 29, 1995 and the 52 weeks ended June 25, 1994 and the related financial
statement schedules incorporated by reference herein, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said reports.
The financial statements of Keith Uddenberg, Inc. as of December 31, 1994
and December 30, 1995 and for each of the two years in the period ended December
30, 1995 included in the QFC Form 8-K/A dated November 12, 1996, and filed
February 20, 1997, and incorporated in this prospectus by reference, have been
audited by Deloitte & Touche LLP (Seattle, Washington), independent auditors, as
stated in their report included therein and incorporated herein by reference.
Such financial statements are incorporated herein by
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reference in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
The consolidated financial statements of Hughes Markets, Inc. incorporated
by reference herein from QFC's Current Report on Form 8-K/A dated February 20,
1997 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
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