As filed with the Securities and Exchange Commission on August 21, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
-------------------
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)
-------------------
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:
MARGARET HILL NOTO
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204
(503) 224-3380
-------------------
Approximate date of commencement of proposed sale to the public: As
promptly as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
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. [ ] _______
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
=====================================================================================================================
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........ 165,750 $54.375 $9,012,656.25 $2,731.11
=====================================================================================================================
(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 August 18, 1997.
</TABLE>
-------------------
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.
================================================================================
<PAGE>
PROSPECTUS
FRED MEYER, INC.
165,750 Shares of Common Stock
($0.01 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") offered hereby (the
"Shares") may be sold by a shareholder of the Company (the "Selling
Shareholder"). 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 August 19, 1997, the closing price for the Common Stock as reported in The
Wall Street Journal was $54-3/16 per share.
The Shares may be offered or sold from time to time by the Selling
Shareholder at market prices then prevailing, in negotiated transactions or
otherwise. Brokers or dealers will receive commissions or discounts from Selling
Shareholder in amounts to be negotiated immediately prior to the sale. See "PLAN
OF DISTRIBUTION."
-------------------
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.
-------------------
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.
The date of this Prospectus is August ___, 1997.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
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 at the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
Fred Meyer, Inc. ("Fred Meyer" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files periodic reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information may be inspected and
copies may be obtained at the Commission's Public Reference Section, Judiciary
Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, as well as the following
regional offices: 7 World Trade Center, New York, New York 10048 and 500 West
Madison Street, Chicago, Illinois 60661. The Commission maintains a Website that
contains reports, proxy and information statements and other information
regarding reporting companies under the Exchange Act, including the Company, at
http://www.sec.gov. The Company has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act"),
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
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street NW,
Washington, D.C. 20549. Copies of the foregoing material can also be obtained at
prescribed rates from the Public Reference Section of the Commission. The Common
Stock is listed on the New York Stock Exchange, and such reports and other
information may also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
(a) the Company's Annual Report on Form 10-K for the year ended February 1,
1997, Amendment No. 1 thereto on Form 10-K/A filed May 20, 1997, Amendment No. 2
thereto on Form 10-K/A filed August 6, 1997 and Amendment No. 3 thereto on Form
10-K/A filed August 6, 1997; (b) the Company's Quarterly Report on Form 10-Q for
the quarter ended May 24, 1997, Amendment No. 1 thereto on Form 10-Q/A filed
August 6, 1997 and Amendment No. 2 thereto on Form 10-Q/A filed August 6, 1997;
(c) Fred Meyer's Current Report on Form 8-K dated May 11, 1997;and (d) the
description of the Company's Common Stock contained in the Company's
registration under
2
<PAGE>
Section 12 of the Exchange Act, dated September 25, 1986, including any
amendment or report updating such description. In addition, all documents filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Prospectus and prior to the termination of the
offering (the "Offering") shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests
should be directed to Fred Meyer, Inc., 3800 SE 22nd Avenue, Portland, Oregon
97202, Attention: Roger A. Cooke, Senior Vice President, General Counsel and
Secretary (telephone number (503) 232-8844).
This Prospectus constitutes a part of the Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act. This
Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the Common Stock. Any statements contained herein concerning the provisions
of any documents are not necessarily complete, and reference is made to the copy
of such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. The information relating to the Company contained in this
Prospectus should be read together with the information contained in the
Incorporated Documents.
THE COMPANY
The Company was incorporated in Delaware in 1981, as a successor to the
business of a company which opened its first store in downtown Portland in 1922
and was incorporated in Oregon in 1923. The Company's principal executive
offices are located at 3800 SE 22nd Avenue, Portland, Oregon 97202, and its
telephone number is (503) 232-8844. References in this Prospectus to the Company
mean Fred Meyer, Inc., including its subsidiaries, unless the context requires
otherwise.
3
<PAGE>
THE SELLING SHAREHOLDER
The Selling Shareholder is Fox Jewelry Company ("Fox"), which acquired the
Shares offered hereby in connection with the purchase by the Company of certain
assets of Fox and its wholly-owned subsidiary. The following table sets forth
certain information provided to the Company by the Selling Shareholder.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Before Offering Owned After Offering
----------------------- ---------------------
Number of Shares Offered Number
Name Shares Percent for Sale of Shares Percent
---- --------- ------- -------------- --------- -------
<S> <C> <C> <C> <C> <C>
Fox Jewelry Company 165,750 * 165,750 0 *
- ----------
* Less than 1%.
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholder or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in the over-the-counter market 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 Shareholder may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Shareholder in amounts to be
negotiated immediately prior to the sale. The Selling Shareholder, such brokers
or dealers, and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales.
Upon the Company being notified by the any of the Selling Shareholder 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 Act, disclosing (i) the name of such Selling Shareholder 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
4
<PAGE>
investigation to verify the information set out or incorporated by reference in
this Prospectus, and (vi) other facts material to the transaction.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended February 1, 1997
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon such report given upon the authority of that firm
as experts in accounting and auditing.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
will be paid by the Company. Such expenses are estimated as follows:
Registration fee.................................. $ 2,731
Legal fees and expenses........................... $ 3,000
Accounting fees and expenses...................... $ 1,000
Miscellaneous..................................... $ 269
-------
Total......................................... $ 7,000
Item 15. Indemnification of Officers and Directors
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 V of the Company's Amended and
Restated Bylaws (the "Bylaws") provides for indemnification to the fullest
extent permitted by Section 145. Reference is made to the Bylaws of the Company,
which are incorporated by reference as Exhibit 4B hereto.
As authorized by Section 102 of the Delaware GCL, the Company has included
in its Certificate of Incorporation a provision eliminating the liability of a
director to the Company or its stockholders for monetary damages for breaches of
a director's fiduciary duty to the Company. 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.
Reference is made to the Restated Certificate of Incorporation of the Company
incorporated by reference as Exhibit 4A hereto.
The Company has a directors and officers liability insurance policy, under
certain circumstances, insures its directors and officers against the costs of
defense, settlement or payment of a judgment.
II-1
<PAGE>
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.
Item 16. Exhibits
4A. Restated Certificate of Incorporation of the Company. Incorporated by
reference to Exhibit 3A to the Company's Registration Statement on
Form S-1, Reg. No. 33-08574.
4B. Amended and Restated Bylaws of the Company. Incorporated by reference
to Exhibit 4B to the Company's Registration Statement on Form S-8,
Reg. No. 33-49638.
4C. Specimen Stock Certificate. Incorporated by reference to Exhibit 4C to
the Company's Registration Statement on Form S-3, Reg. No. 33-67670.
5. Opinion of Counsel.
23A. Consent of Deloitte & Touche LLP.
23B. Consent of Counsel (included in Exhibit 5).
24. Powers of Attorney.
Item 17. Undertakings
(a) The undersigned 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, as amended (the "Exchange Act") 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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
II-2
<PAGE>
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<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 August 20, 1997.
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 below by the following persons on August
20, 1997 in the capacities indicated.
Signature Title
* ROBERT G. MILLER
- ---------------------------------- Chief Executive Officer and
Robert G. Miller Chairman of the Board
(Principal Executive Officer)
* DAVID R. JESSICK
- ---------------------------------- Chief Financial Officer and
David R. Jessick Senior Vice President--
Finance (Principal Financial
Officer)
* THOMAS R. HUGHES
- ---------------------------------- Vice President and Corporate
Thomas R. Hughes Controller (Principal
Accounting Officer)
* VIVIAN A. BULL
- ---------------------------------- Director
Vivian A. Bull
* JAMES J. CURRAN
- ---------------------------------- Director
James J. Curran
* A.M. GLEASON
- ---------------------------------- Director
A.M. Gleason
II-4
<PAGE>
* ROGER S. MEIER
- ---------------------------------- Director
Roger S. Meier
* STEVEN R. ROGEL
- ---------------------------------- Director
Steven R. Rogel
*By ROGER A. COOKE
------------------------------
Roger A. Cooke
As Attorney-in-Fact
II-5
EXHIBIT 5
STOEL RIVES LLP
----------------------------------
A T T O R N E Y S
STANDARD INSURANCE CENTER
900 SW FIFTH AVENUE, SUITE 2300
PORTLAND, OREGON 97204-1268
Telephone (503) 224-3380 Fax (503) 220-2480
TDD (503) 221-1045
Internet:www.stoel.com
August 20, 1997
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 165,750
shares of Common Stock, $.01 par value, of the Company (the "Shares") to be
offered for the account of a 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 165,750 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
EXHIBIT 23A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Fred Meyer, Inc. on Form S-3, 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 Form 10-K/A dated May 20, 1997 and Forms 10-K/A
dated August 6, 1997, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
August 20, 1997
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
DAVID R. JESSICK
-----------------------------------------
David R. Jessick
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
ROBERT G. MILLER
-----------------------------------------
Robert G. Miller
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
THOMAS R. HUGHES
-----------------------------------------
Thomas R. Hughes
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
JAMES J. CURRAN
-----------------------------------------
James J. Curran
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
A.M. GLEASON
-----------------------------------------
A.M. Gleason
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
ROGER S. MEIER
-----------------------------------------
Roger S. Meier
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
VIVIAN A. BULL
-----------------------------------------
Vivian A. Bull
<PAGE>
Exhibit 24
POWER OF ATTORNEY
(S-3)
KNOW ALL MEN BY THESE PRESENTS that 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-3
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: July 14, 1997.
STEVEN R. ROGEL
-----------------------------------------
Steven R. Rogel
