As filed with the Securities and Exchange Commission on September 25, 1996
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Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
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Delaware 93-0798201
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3800 SE 22nd Avenue
Portland, Oregon 97202
(503) 232-8844
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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ROGER A. COOKE
Senior Vice President, General Counsel and Secretary
Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, Oregon 97202
(503) 232-8844
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
HENRY H. HEWITT ANTHONY J. RICHMOND
Stoel Rives LLP Latham & Watkins
900 SW Fifth Avenue, Suite 2300 633 West Fifth Street, Suite 4000
Portland, Oregon 97204 Los Angeles, California 90071
(503) 224-3380 (213) 485-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this registration statement becomes
effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / X / REG.
NO. 333-11403
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. / / ______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value........ 32,146 $33.00 $1,060,818 $366
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average high and low prices as reported on the New York
Stock Exchange on September 24, 1996.
</FN>
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH A DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
1
<PAGE>
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The information in the Registration Statement originally filed by Fred
Meyer, Inc. with the Securities and Exchange Commission (the "SEC") on
September 5, 1996 (File No. 333-11403), as amended by Amendment No. 1 filed
with the SEC on September 19, 1996, pursuant to the Securities Act of 1933,
as amended, is incorporated by reference into this Registration Statement.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and 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
September 24, 1996.
FRED MEYER, INC.
By KENNETH THRASHER
--------------------------------
Kenneth Thrasher
Senior Vice President--Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
September 24, 1996 in the capacities indicated.
Signature Title
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*ROBERT G. MILLER Chief Executive Officer and
- ----------------------------- Chairman of the Board
Robert G. Miller (Principal Executive Officer)
KENNETH THRASHER Senior Vice President--Finance and
- ----------------------------- Chief Financial Officer
Kenneth Thrasher (Principal Financial Officer)
*THOMAS R. HUGHES Vice President and Corporate
- ----------------------------- Controller (Principal Accounting
Thomas R. Hughes Officer)
*JAMES J. CURRAN Director
- -----------------------------
James J. Curran
*SAUL A. FOX Director
- -----------------------------
Saul A. Fox
*A.M. GLEASON Director
- -----------------------------
A.M. Gleason
3
<PAGE>
*ROGER S. MEIER Director
- -----------------------------
Roger S. Meier
*MICHAEL W. MICHELSON Director
- -----------------------------
Michael W. Michelson
*PAUL E. RAETHER Director
- -----------------------------
Paul E. Raether
*By KENNETH THRASHER
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Kenneth Thrasher
As Attorney-in-Fact
4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE NO.
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5. Opinion of Counsel
23A Consent of Deloitte & Touche LLP
23B Consent of Counsel (included in Exhibit 5).
5
EXHIBIT (5)(23B)
September 24, 1996
Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, OR 97202
We have acted as counsel for Fred Meyer, Inc. (The "Company") in
connection with the filing of a Registration Statement on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, as amended,
covering 32,146 shares of Common Stock, $.01 par value, of the Company
(the "Shares") to be offered for the account of a selling stockholder of
the Company (the "Selling Stockholder"). We have reviewed the corporate
action of the Company in connection with this matter and have examined the
documents, corporate records and other instruments we deemed necessary for
the purpose of this opinion.
Based upon the foregoing, it is our opinion that:
(i) The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;
(ii) The Shares are duly authorized shares of Common Stock of the
Company,
(iii) The 32,146 shares to be offered for the account of the Selling
Stockholder are legally issued, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
and in the Prospectus filed as part thereof and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES LLP
DELOITTE &
TOUCHE LLP ----------------------------------------------------------------
Suite 3900 Telephone: (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, Oregon 97204-3698
EXHIBIT 23A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3, of our report dated March 11, 1996 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to a
change in the method of accounting for income taxes in the fiscal year
ended January 29, 1994), appearing in the Annual Report on Form 10-K of
Fred Meyer, Inc. for the year ended February 3, 1996 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of
Registration Statement No. 333-11403 and is incorporated by reference in
this Registration Statement.
DELOITTE & TOUCHE LLP
Portland, Oregon
September 24, 1996
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DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
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