<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
FRED MEYER, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
592907-10-9
(CUSIP Number)
Robert P. Bermingham
The Yucaipa Companies
10000 Santa Monica Boulevard, Fifth Floor
Los Angeles, California 90067
(310) 789-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box:[ ]
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 25 Pages)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 2 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
THE YUCAIPA COMPANIES
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,856,211
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,752,094
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,856,211
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,752,094
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,608,305
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 3 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA ARIZONA PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
574,522
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 574,522
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,522
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 4 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA SMITTY'S PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
631,400
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 631,400
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 5 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA SMITTY'S PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
287,264
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 287,264
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,264
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 6 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA SSV PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,813,760
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,813,760
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,813,760
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 7 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
F4L EQUITY PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,798,526
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,798,526
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,798,526
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 8 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
FFL PARTNERS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
365,429
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 365,429
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,429
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 9
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 9 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
FRED MEYER/SMITH'S FOUNDATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OREGON
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
28,165
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 28,165
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,165
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE> 10
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 10 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA CAPITAL FUND
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
335,712
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 79,719
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 335,712
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
79,719
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,431
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 11
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 11 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA/F4L PARTNERS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
79,719
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 79,719
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,719
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 12
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 12 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
RONALD W. BURKLE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
827,321
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 13,770,708
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 827,321
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
13,770,708
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,598,029
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 13
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 13 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
JEFFREY P. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,372,994
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,647,742
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,372,994
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,647,742
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,020,736
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 14
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 14 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
FRED L. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
530,686
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,383,996
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 530,686
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,383,996
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,682
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 15
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 15 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
DEE GLEN SMITH MARITAL TRUST I
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
471,002
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 471,002
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,002
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE> 16
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 16 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
TRUST FOR THE CHILDREN OF JEFFREY P. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,176,740
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,176,740
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,740
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE> 17
SCHEDULE 13D
CUSIP No. 592907-10-9 PAGE 17 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
TRUST FOR THE CHILDREN OF FRED L. SMITH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,383,996
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,383,996
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,383,996
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE> 18
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D (this "Amendment") is being filed
by The Yucaipa Companies, a California general partnership ("Yucaipa"), Yucaipa
Arizona Partners, L.P., a California limited partnership ("Arizona Partners"),
Yucaipa Smitty's Partners, L.P., a California limited partnership ("Smitty's
Partners"), Yucaipa Smitty's Partners II, L.P., a California limited partnership
("Smitty's Partners II"), Yucaipa SSV Partners, L.P., a California limited
partnership ("SSV Partners"), Jeffrey P. Smith, Fred L. Smith, the Dee Glen
Smith Marital Trust I, the Trust for the Children of Jeffrey P. Smith and the
Trust for the Children of Fred L. Smith (collectively, the "Original Reporting
Persons") and F4L Equity Partners, L.P., a California limited partnership ("F4L
Equity Partners"), FFL Partners, a California general partnership ("FFL
Partners"), Fred Meyer/Smith's Foundation, an Oregon non-profit corporation
("Foundation"), Yucaipa Capital Fund, a California limited partnership ("Yucaipa
Capital Fund"), Yucaipa/F4L Partners, a California general partnership
("Yucaipa/F4L Partners"), and Ronald W. Burkle (collectively, the "New Reporting
Persons" and, together with the Original Reporting Persons, the "Reporting
Persons"). This Amendment No. 2 amends the Statement on Schedule 13D dated
September 9, 1997 filed with the Securities and Exchange Commission (the
"Commission") on September 19, 1997 and Amendment No. 1 thereto dated November
6, 1997 filed with the Commission on November 17, 1997 (the "Statement") by the
Original Reporting Persons relating to the Common Stock, par value $.01 per
share (the "Common Stock"), of Fred Meyer, Inc., a Delaware corporation ("Fred
Meyer" or the "Company"), which has its principal executive offices located at
3800 S.E. 22nd Avenue, Portland, Oregon 97202. This Amendment No. 2 reflects
that (i) certain of the Reporting Persons have become the beneficial owners of
additional shares of Common Stock in connection with the consummation of the
merger (the "Fred Meyer/Food 4 Less Merger") of FFL Acquisition Corp., a
Delaware corporation ("FFL Sub") and wholly owned subsidiary of Fred Meyer, with
and into Food 4 Less Holdings, Inc., a Delaware corporation ("Food 4 Less"),
with Food 4 Less surviving the Fred Meyer/Food 4 Less Merger and becoming a
wholly owned subsidiary of Fred Meyer; (ii) the Company and certain of the
Reporting Persons have entered into a Registration Rights Agreement, dated as of
March 10, 1998, as further described below; (iii) the Company and certain of the
Reporting Persons have entered into an Amendment to Registration Rights
Agreement, dated as of March 10, 1998, as further described below; (iv) the
termination of the Voting Agreement on March 10, 1998; and (v) the deletion of
Jeffrey P. Smith, Fred L. Smith, the Dee Glen Smith Marital Trust I, the Trust
for the Children of Jeffrey P. Smith and the Trust for the Children of Fred L.
Smith (collectively, the "Former Reporting Persons") as Reporting Persons under
the Statement. The Fred Meyer/Food 4 Less Merger was consummated on March 10,
1998 pursuant to the terms of that certain Agreement and Plan of Merger, dated
as of November 6, 1997, by and among the Company, FFL Sub and Food 4 Less.
Capitalized terms used herein that are not otherwise defined shall have the
meanings given to them in the Statement.
Item 2. Identity and Background.
The response to Item 2 is amended as follows:
Item 2(a) is restated in its entirety as follows:
(a) This statement is being filed jointly by the Reporting Persons.
Yucaipa is the sole general partner of each of Arizona Partners, Smitty's
Partners, Smitty's Partners II and SSV Partners. Ronald W. Burkle, Patrick L.
Graham, Ira L. Tochner, Robert I. Bernstein, Lawrence K. Kalantari, Darren W.
Karst and Linda McLoughlin Figel are the general partners of Yucaipa. Ronald W.
Burkle, Yucaipa Capital Advisors, Inc., a California corporation ("Yucaipa
Capital Advisors"), and George G. Golleher are the sole general partners of F4L
Equity Partners. Ronald W. Burkle is the sole executive officer, director and
controlling stockholder of Yucaipa Capital Advisors. Ronald W. Burkle, Joe
Burkle, Richard d'Abo, David Gammon, Greg Gammon, Larry Larkin, Rex H. Lewis,
Harold McIntire, Douglas L. McKenzie, Michael Saltman, Charles Smith, Darrel
Willoughby, Yucaipa Capital Partners, L.P., Yucaipa and Yucaipa Auto Partners,
L.P. are the sole general partners of FFL Partners. Ronald W. Burkle is the sole
general partner of each of Yucaipa Capital Partners, L.P. and Yucaipa Auto
Partners, L.P. Ronald W. Burkle, Robert G. Miller, Roger A. Cooke and Kenneth
Thrasher are the President, Vice President, Secretary and Treasurer,
respectively, and each is a director, of Foundation. Yucaipa Capital Advisors is
the sole general partner of Yucaipa Capital Fund. Yucaipa Capital Fund and
Yucaipa are the sole partners of Yucaipa/F4L Partners. Jeffrey P. Smith is the
trustee of the Dee Glen Smith Marital Trust I and the Trust for the Children of
Jeffrey P. Smith. Fred L. Smith is the trustee of the Trust for the Children of
Fred L. Smith.
(Page 18 of 25)
<PAGE> 19
Item 2(b) is restated in its entirety as follows:
(b) The address of the principal business and principal office of
Yucaipa, Arizona Partners, Smitty's Partners, Smitty's Partners II, SSV
Partners, F4L Equity Partners, FFL Partners, Foundation, Yucaipa Capital Fund
and Yucaipa/F4L Partners is c/o The Yucaipa Companies, 10000 Santa Monica
Boulevard, Fifth Floor, Los Angeles, California 90067. The business address of
Ronald W. Burkle, Patrick L. Graham, Ira L. Tochner, Robert I. Bernstein,
Lawrence K. Kalantari and Linda McLoughlin Figel is c/o The Yucaipa Companies
10000 Santa Monica Boulevard, Fifth Floor, Los Angeles, California 90067. The
business address of Darren W. Karst is c/o Dominick's Finer Foods, 505 Railroad
Avenue, Northlake, Illinois 60164. The address of the principal business and
principal office of each of Yucaipa Capital Advisors, Yucaipa Capital Partners,
L.P. and Yucaipa Auto Partners, L.P. is c/o The Yucaipa Companies, 10000 Santa
Monica Boulevard, Los Angeles, California 90067. The business address of each of
George G. Golleher, Harold McIntire and Darrel Willoughby is c/o Ralphs Grocery
Company, 1100 West Artesia Boulevard, Compton, California 90220. The business
address of each of Joe Burkle and David Gammon is c/o Falley's, Inc., 3120 S.
Kansas Avenue, Topeka, Kansas 66611. The business address of Richard d'Abo is
c/o Creative Cafe Wilshire, 640 San Vicente Boulevard, Suite 70, Los Angeles,
California 90048. The business address of Greg Gammon is 15751 Golden Spur,
Riverside, California 92504. The business address of Larry Larkin is c/o Larkin
Properties, 1700 E. Desert Inn Road, Suite 405, Las Vegas, Nevada 89109. The
business address of Rex H. Lewis is c/o Avante Homes, 2325 A Renaissance Drive,
Las Vegas, Nevada 89119. The business address of Douglas L. McKenzie is c/o Big
Sur Bottled Water, 21875 Rosehart Way, Salinas, California 93921. The business
address of Michael Saltman is c/o The Vista Group, 2295 A Renaissance Drive, Las
Vegas, Nevada 89119. The address of Charles Smith is 3527 Copper Kettle Way,
Orange, California 92867. The business address of each of Robert G. Miller,
Roger A. Cooke and Kenneth Thrasher is c/o Fred Meyer, Inc., 3800 SE 22nd
Avenue, Portland, Oregon 97202. The address of the principal business and
principal office of each of Jeffrey P. Smith, Fred L. Smith, the Trust for the
Children of Jeffrey P. Smith and the Trust for the Children of Fred L. Smith is
c/o Smith's Food & Drug Centers, Inc., 1550 South Redwood Road, Salt Lake City,
Utah 84104. The address of the principal business and principal office of the
Dee Glen Smith Marital Trust I is c/o Ida W. Smith, 1066 North East Capital
Boulevard, Salt Lake City, Utah 84103. Each of the Dee Glen Smith Marital Trust
I, the Trust for the Children of Jeffrey P. Smith and the Trust for the Children
of Fred L. Smith was formed under Utah law.
Item 2(c) is amended to incorporate the following:
The principal business of each of F4L Equity Partners, FFL Partners,
Yucaipa Capital Fund and Yucaipa/F4L Partners is to invest in the Common Stock.
The principal business of each of Yucaipa Capital Advisors and Yucaipa Capital
Partners, L.P. is to own an interest in and manage certain entities which invest
in the Common Stock. The principal business of Yucaipa Auto Partners, L.P. is to
own an interest in and manage certain assets, including entities which invest in
the Common Stock. The principal purpose of Foundation is as a not-for-profit
charitable organization. The present principal occupation or employment of
George G. Golleher and Harold McIntire is as the Chief Executive Officer of Food
4 Less and the President of the Food 4 Less Division of Ralphs Grocery Company,
respectively. The present principal occupation or employment of Joe Burkle and
David Gammon is as the President and Assistant to the President, respectively,
of Falley's, Inc. The present principal occupation or employment of Richard
d'Abo is in the operations of a post-production film company. The present
principal occupation or employment of Greg Gammon is as a salesman. Larry Larkin
and Charles Smith are retired. The present principal occupation or employment of
Rex H. Lewis and Michael Saltman is as a developer. The present principal
occupation or employment of Douglas L. McKenzie is as the President of Big Sur
Bottled Water. The present principal occupation or employment of Darrel
Willoughby is as a construction manager. The present principal occupation of
Robert G. Miller, Roger A. Cooke and Kenneth Thrasher is as the Chief Executive
Officer, Senior Vice President and General Counsel and Executive Vice President
and Chief Administrative Officer, respectively, of the Company.
Item 2(f) is amended to incorporate the following:
To the best of the Reporting Persons' knowledge, each of George G.
Golleher, Joe Burkle, David Gammon, Greg Gammon, Larry Larkin, Rex H. Lewis,
Harold McIntire, Douglas L. McKenzie, Michael Saltman,
(Page 19 of 25)
<PAGE> 20
Charles Smith, Darrel Willoughby, Robert G. Miller, Roger A. Cooke and Kenneth
Thrasher is a United States citizen. To the best of the Reporting Persons'
knowledge, Richard d'Abo is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to incorporate the following:
The consideration for (i) the additional shares of Common Stock acquired
by certain of the Reporting Persons and (ii) the shares of Common Stock acquired
by the New Reporting Persons was common stock, par value $.01 per share, of Food
4 Less and, in the case of Yucaipa, a warrant to purchase shares thereof, in
each case held by the Reporting Persons prior to March 10, 1998. On March 10,
1998 (the "Fred Meyer/Food 4 Less Merger Closing Date"), pursuant to the
Agreement and Plan of Merger, dated as of November 6, 1997 (the "Fred Meyer/Food
4 Less Merger Agreement"), by and among the Company, Food 4 Less and FFL Sub,
FFL Sub merged with and into Food 4 Less with Food 4 Less surviving the Fred
Meyer/Food 4 Less Merger and becoming a wholly owned subsidiary of Fred Meyer.
In connection therewith, all outstanding shares of capital stock of Food 4 Less,
together with the warrant to purchase shares of common stock of Food 4 Less held
by Yucaipa, were converted into shares of Common Stock.
Item 4. Purpose of Transaction.
Item 4 is restated in its entirety as follows:
The New Reporting Persons acquired the Common Stock and certain of the
Original Reporting Persons acquired additional shares of the Common Stock for
investment pursuant to the Fred Meyer/Food 4 Less Merger. A copy of the Fred
Meyer/Food 4 Less Merger Agreement is filed as Exhibit 99.2 to the Current
Report on Form 8-K dated November 6, 1998 of the Company, filed with the
Commission on November 14, 1997.
The Reporting Persons intend to review their investment in the Company
from time to time and, depending upon the price and availability of the Common
Stock, subsequent developments affecting the Company, the Company's business and
prospects, other investments and business opportunities available to the
Reporting Persons, general stock market and economic conditions, tax
considerations and other factors deemed relevant, may decide to increase or
decrease the size of their investment in the Company.
Except as described herein and in Item 6 below, neither the Reporting
Persons, nor to the best of their knowledge, any of the individuals referred to
in paragraph (a) of Item 2, has any present plan or proposal which relates to,
or could result in, any of the events referred to in paragraphs (a) through (j)
inclusive of Item 4 to Schedule 13D. However, the Reporting Persons will
continue to review the business of the Company and, depending upon one or more
of the factors referred to above, may in the future propose that the Company
take one or more of such actions.
Item 5. Interest in Securities of the Issuer.
The response to Item 5 is amended as follows:
Item 5(a) is restated in its entirety as follows:
(a) Arizona Partners owns 574,522 shares of Common Stock (approximately
0.4% of the total number of outstanding shares of Common Stock as of March 10,
1998); Smitty's Partners owns 631,400 shares of Common Stock (approximately 0.4%
of the total number of outstanding shares of Common Stock as of March 10, 1998);
Smitty's Partners II owns 287,264 shares of Common Stock (approximately 0.2% of
the total number of outstanding shares of Common Stock as of March 10, 1998);
SSV Partners owns 2,813,760 shares of Common Stock (approximately 1.8% of the
total number of outstanding shares of Common Stock as of March 10, 1998);
Yucaipa owns 986,845 shares of Common Stock (approximately 0.6% of the total
number of outstanding shares of Common Stock as of March 10, 1998) and is the
record holder of a currently exercisable warrant entitling it to purchase up to
3,869,366 shares of Common Stock, which shares it may be deemed to beneficially
own pursuant to Section 13d-
(Page 20 of 25)
<PAGE> 21
3(d)(1) of the Act; F4L Equity Partners owns 3,798,526 shares of Common Stock
(approximately 2.5% of the total number of outstanding shares of Common Stock as
of March 10, 1998); FFL Partners owns 365,429 shares of Common Stock
(approximately 0.2% of the total number of outstanding shares of Common Stock as
of March 10, 1998); Foundation owns 28,165 shares of Common Stock (less than
0.1% of the total number of outstanding shares of Common Stock as of March 10,
1998); Yucaipa Capital Fund owns 335,712 shares of Common Stock (approximately
0.2% of the total number of outstanding shares of Common Stock as of March 10,
1998); Yucaipa/F4L Partners owns 79,719 shares of Common Stock (approximately
0.1% of the total number of outstanding shares of Common Stock as of March 10,
1998); Ronald W. Burkle owns 827,321 shares of Common Stock (approximately 0.5%
of the total number of outstanding shares of Common Stock as of March 10, 1998);
Jeffrey P. Smith owns 1,372,994 shares of Common Stock (approximately 0.9% of
the total number of outstanding shares of Common Stock as of March 10, 1998) and
is the trustee of the Dee Glen Smith Marital Trust I and the Trust for the
Children of Jeffrey P. Smith; Fred L. Smith owns 530,686 shares of Common Stock
(approximately 0.3% of the total number of outstanding shares of Common Stock as
of March 10, 1998) and is the trustee of the Trust for the Children of Fred L.
Smith; the Dee Glen Smith Marital Trust I owns 471,002 shares of Common Stock
(approximately 0.3% of the total number of outstanding shares of Common Stock as
of March 10, 1998); the Trust for the Children of Jeffrey P. Smith owns
1,176,740 shares of Common Stock (approximately 0.8% of the total number of
outstanding shares of Common Stock as of November 6, 1997); and the Trust for
the Children of Fred L. Smith owns 1,383,996 shares of Common Stock
(approximately 0.9% of the total number of outstanding shares of Common Stock as
of March 10, 1998).
Item 5(b) is amended to incorporate the following:
Each of F4L Equity Partners, FFL Partners, Yucaipa Capital Fund and
Yucaipa/F4L Partners, acting through its respective general partner(s), has the
sole power to vote or direct the vote, and to dispose or to direct the
disposition of the shares of Common Stock beneficially owned by them. In
addition, (i) Yucaipa may be deemed to beneficially own the shares of Common
Stock directly owned by FFL Partners and Yucaipa/F4L Partners, but disclaims any
such ownership (except to the extent of its pecuniary interest therein), (ii)
Yucaipa Capital Fund may be deemed to beneficially own the shares of Common
Stock directly owned by Yucaipa/F4L Partners, but disclaims any such ownership
(except to the extent of its pecuniary interest therein) and (iii) Ronald W.
Burkle may be deemed to beneficially own the shares of Common Stock directly
owned by Yucaipa, Arizona Partners, Smitty's Partners, Smitty's Partners II, SSV
Partners, F4L Equity Partners, FFL Partners, Foundation, Yucaipa Capital Fund
and Yucaipa/F4L Partners, but disclaims any such ownership (except to the extent
of his pecuniary interest therein). Ronald W. Burkle has the sole power to vote
or direct the vote, and to dispose or to direct the disposition of shares of
Common Stock beneficially held by him. Foundation, acting through its board of
directors, has the sole power to vote or direct the vote, and to dispose or
direct the disposition of the shares of Common Stock beneficially owned by it.
Item 5 (c) is restated in its entirety as follows:
(c) Except as described in Item 4 above, there have not been any
transactions in the Common Stock effected by or for the account of the Reporting
Persons during the past 60 days.
Item 5(e) is restated in its entirety as follows:
The Voting Agreement terminated upon consummation of the Fred Meyer/Food
4 Less Merger on March 10, 1998, and the Former Reporting Persons and the other
Reporting Persons no longer have any agreement with respect to the voting of
shares of Common Stock, as previously reported in Amendment No. 1 to the
Statement. As a result, (i) the Former Reporting Persons can no longer be deemed
to beneficially own shares of Common Stock beneficially owned by the other
Reporting Persons and (ii) none of the Former Reporting Persons is the
beneficial of more than five percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended to incorporate the following:
(Page 21 of 25)
<PAGE> 22
In connection with the Fred Meyer/Food 4 Less Merger, (i) the Company,
certain of the Reporting Persons and certain other Persons entered into that
certain Registration Rights Agreement dated as of March 10, 1998 (the "Food 4
Less Registration Rights Agreement"), (ii) the Company and certain affiliates of
Yucaipa amended the terms of that certain Registration Rights Agreement, dated
as of September 9, 1997, by and among the Company and the parties listed on the
signature pages thereto and (iii) the Voting Agreement terminated pursuant to
its terms.
THE FOOD 4 LESS REGISTRATION RIGHTS AGREEMENT
On the Fred Meyer/Food 4 Less Merger Closing Date, the Company entered
into the Food 4 Less Registration Rights Agreement with F4L Equity Partners,
Ronald W. Burkle, FFL Partners, Yucaipa Capital Fund, Yucaipa, Yucaipa/F4L
Partners, Apollo Investment Fund, L.P., Apollo Investment Fund III, L.P., Apollo
UK Partners, III, L.P., Apollo Overseas Partners III, L.P. and F4L/AB Investors.
Under the terms of the Food 4 Less Registration Rights Agreement, the Company
has filed with the Commission a shelf registration statement on Form S-3 that
registers for possible resale all of the Common Stock acquired by those parties
pursuant to the Fred Meyer/Food 4 Less Merger. The Company is obligated to keep
such shelf registration statement effective, subject to certain conditions,
until the one year anniversary date (the "Shelf Termination Date") of the date
such shelf registration statement has been declared effective.
Upon written notice to the Company from Apollo Investment Fund, L.P. or
certain of its affiliates at any time after the Shelf Termination Date (but not
later than the date which is 180 days after the Shelf Termination Date)
requesting that the Company effect the registration under the Securities Act of
any or all of the Registrable Securities held by such persons, the Company shall
prepare and, within 60 days after such request, file with the Commission a
registration statement with respect to such Registrable Securities and
thereafter use its reasonable best efforts to cause such registration statement
to be declared effective under the Securities Act.
The Company has agreed to pay its expenses associated with the
registration of Registrable Securities, regardless of whether any registration
statement required by the Food 4 Less Registration Rights Agreement becomes
effective. In addition, the Company will provide customary indemnification to
any party who participates in any registration effected under the Food 4 Less
Registration Rights Agreement.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
That certain Registration Rights Agreement, dated as of September 9,
1997, by and between the Company, Yucaipa and certain of its affiliates has been
amended to provide that Registrable Securities of Yucaipa are "registrable
securities" under such agreement.
The foregoing summaries of the Food 4 Less Registration Rights Agreement
and the Amendment to Registration Rights Agreement are qualified in their
entirety by reference to the agreements which are attached hereto as exhibits
and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1. Registration Rights Agreement, dated as of March 10,
1998, by and among Fred Meyer, Inc. and the persons listed
on the signature pages thereto.
Exhibit 99.2. Amendment to Registration Rights Agreement, dated as
of March 10, 1998, by and among Fred Meyer, Inc. and the
persons listed on the signature pages thereto.
Exhibit 99.3. Joint Filing Agreement.
(Page 22 of 25)
<PAGE> 23
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 19, 1998 Yucaipa Arizona Partners, L.P.
Yucaipa Smitty's Partners, L.P.
Yucaipa Smitty's Partners II, L.P.
Yucaipa SSV Partners, L.P.
FFL Partners
Yucaipa/F4L Partners
By: The Yucaipa Companies
Its General Partner
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title: General Partner
Dated: March 19, 1998 The Yucaipa Companies
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title: General Partner
Dated: March 19, 1998 F4L Equity Partners, L.P.
Yucaipa Capital Fund
By: Yucaipa Capital Advisors, Inc.
Its General Partner
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title:
Dated: March 19, 1998 Fred Meyer/Smith's Foundation
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title:
(Page 23 of 25)
<PAGE> 24
Dated: March 19, 1998
/s/ Ronald W. Burkle
---------------------------------
Ronald W. Burkle
Dated: March 19, 1998
/s/ Jeffrey P. Smith
---------------------------------
Name: Jeffrey P. Smith
Dated: March 19, 1998
/s/ Fred L. Smith
---------------------------------
Name: Fred L. Smith
Dated: March 19, 1998 The Dee Glen Smith Marital Trust
By: /s/ Jeffrey P. Smith
---------------------------------
Name: Jeffrey P. Smith
Title: Trustee
Dated: March 19, 1998 The Trust for the Children of
Jeffrey P. Smith
By: /s/ Jeffrey P. Smith
---------------------------------
Name: Jeffrey P. Smith
Title: Trustee
Dated: March 19, 1998 The Trust for the Children of
Fred L. Smith
By: /s/ Fred L. Smith
---------------------------------
Name: Fred L. Smith
Title: Trustee
(Page 24 of 25)
<PAGE> 25
EXHIBIT INDEX
Exhibit 99.1. Registration Rights Agreement, dated as of March 10,
1998, by and among Fred Meyer, Inc. and the persons listed
on the signature pages thereto.
Exhibit 99.2. Amendment to Registration Rights Agreement, dated as
of March 10, 1998, by and among Fred Meyer, Inc. and the
persons listed on the signature pages thereto.
Exhibit 99.3. Joint Filing Agreement.
(Page 25 of 25)
<PAGE> 1
EXHIBIT 99.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of March 10, 1998 among
FRED MEYER, INC., a Delaware corporation (the "ISSUER"), and the Holders (as
defined herein).
WHEREAS, this Agreement is being entered into in connection with
the closing under the Merger Agreement referred to below;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions. Terms defined in the Agreement and Plan
of Merger dated as of November 6, 1997 among the Issuer, Food 4 Less Holdings,
Inc., a Delaware corporation ("F4LH"), and FFL Acquisition Corp., a Delaware
corporation, are used herein as defined therein. In addition, the following
terms, as used herein, shall have the following respective meanings:
"APOLLO HOLDER" means the Investors listed on the signature pages
hereto as an "Apollo Holder" and any Affiliate thereof that is a Holder.
"APOLLO HOLDERS' AGENT" has the meaning ascribed
thereto in Section 3.11.
"COMMISSION" means the Securities and Exchange
Commission or any successor governmental body or agency.
"COMMON STOCK" means the common stock, par value $.01
per share, of the Issuer.
"DEMAND REGISTRATION" has the meaning ascribed thereto
in Section 2.2(a).
"DEMAND REQUEST" has the meaning ascribed thereto in
Section 2.2(a).
"DISADVANTAGEOUS CONDITION" has the meaning ascribed
thereto in Section 2.4.
"HOLDER" means a person who owns Registrable Securities and is
either (i) an Investor or (ii) a Person that (A) has agreed to be bound by the
terms of this Agreement as if such Person were an Investor and (B) is (1) upon
the death of any Investor, the executor of the estate of such Investor or such
Investor's heirs, devisees, legatees or assigns, (2) upon the
<PAGE> 2
2
disability of any Investor, any guardian or conservator of such Investor or (3)
(x) a general or limited partner or member of any Investor that has received
Registrable Securities pursuant to a distribution to such partners or members of
Registrable Securities, (y) an individual that has a direct or indirect equity
interest in a general partner or limited partner or member of any Investor and
has received Registrable Securities directly or indirectly from such Investor or
(z) on an Affiliate of any Investor or of any Person specified in clauses (x) or
(y) above to whom Registrable Securities have been transferred or (iii) a Person
that has agreed to be bound by the terms of this Agreement as if such Person
were an Investor and who has received Registrable Securities by way of sale or
transfer from an Investor, provided that not more than six transferees of any
Yucaipa Holder and not more than six transferees of any Apollo Holder shall be
deemed Holders by virtue of this clause (iii).
"HOLDERS' AGENT" means the Apollo Holders' Agent or Yucaipa
Holders' Agent, as the case may be.
"INVESTOR" means a party to this Agreement (other than
the Issuer).
"PERMITTED HOLDER" means, with respect to either of the Apollo
Holders or Yucaipa Holders, the applicable Holders' Agent (or one representative
of such Holders that (x) is designated by such Holders that hold a majority of
the Registrable Securities proposed to be sold by such Holders in the applicable
offering and (y) is reasonably acceptable to the Issuer).
"REGISTRABLE SECURITIES" means Common Stock acquired by the
Holders pursuant to the Merger (and any shares of stock or other securities into
which or for which such Common Stock may hereafter be changed, converted or
exchanged and any other shares or securities issued to Holders of such Common
Stock (or such shares of stock or other securities into which or for which such
shares are so changed, converted or exchanged) upon any reclassification, share
combination, share subdivision, share dividend, share exchange, merger,
consolidation or similar transaction or event) or otherwise. As to any
particular Registrable Securities, such Registrable Securities shall cease to be
Registrable Securities as soon as (i) such Registrable Securities have been sold
or otherwise disposed of pursuant to a registration statement that was filed
with the Commission in accordance with this Agreement and declared effective
under the Securities Act, (ii) based on an opinion of counsel or a no-action
letter of the Commission, in either case reasonably acceptable to the Issuer
(and the applicable Holders' Agent), such Registrable Securities are eligible
for immediate sale pursuant to Rule 144 or Rule 145 (whether or not subject to
applicable volume limitations thereunder), provided that, notwithstanding such
opinion or no-action letter, (x) no Registrable Securities held by an Apollo
Holder shall cease to be Registrable Securities unless all Registrable
Securities held by all Apollo Holders could then be sold in a single transaction
<PAGE> 3
3
(assuming for these purposes the aggregation of all such Registrable Securities
of all Apollo Holders) without violation of applicable Rule 144 volume
limitations and (y) no Registrable Securities held by a Yucaipa Holder shall
cease to be Registrable Securities unless all Registrable Securities held by all
Yucaipa Holders could then be sold in a single transaction (assuming for these
purposes the aggregation of all such Registrable Securities of all Yucaipa
Holders) without violation of applicable Rule 144 volume limitations, (iii) they
shall have been otherwise sold, transferred or disposed of by a Holder to any
Person that is not a Holder, or (iv) they shall have ceased to be outstanding.
"REGISTRATION EXPENSES" means any and all expenses incident to
performance of or compliance with any registration of securities pursuant to
Article II, including, without limitation, (i) the fees, disbursements and
expenses of the Issuer's counsel and accountants (including in connection with
the delivery of opinions and/or comfort letters) in connection with this
Agreement and the performance of the Issuer's obligations hereunder; (ii) all
expenses, including filing fees, in connection with the preparation, printing
and filing of one or more registration statements hereunder; (iii) the cost of
printing or producing any agreements among underwriters, underwriting
agreements, and blue sky or legal investment memoranda; (iv) the filing fees
incident to securing any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the securities to be
disposed of; (v) transfer agents' and registrars' fees and expenses in
connection with such offering; (vi) all security engraving and security printing
expenses; (vii) all fees and expenses payable in connection with the listing of
the Registrable Securities on any securities exchange or automated interdealer
quotation system on which the Common Stock is then listed; (viii) all reasonable
fees and expenses of one legal counsel for the Holders in connection with each
of the Required Shelf Registration and the Demand Registration, which legal
counsel shall be selected by Holders owning a majority of the Registrable
Securities then being registered and (ix) fees and expenses of compliance with
securities or blue sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities and determination of their eligibility for investment
under the laws of such jurisdictions as the managing underwriter or Holders may
designate); provided that Registration Expenses shall exclude (x) all
underwriting discounts and commissions, selling or placement agent or broker
fees and commissions, and transfer taxes, if any, in connection with the sale of
any securities and (y) the fees and expenses of counsel for any Holder (other
than pursuant to clause (viii) and (ix)).
"REQUIRED SHELF REGISTRATION" has the meaning ascribed
thereto in Section 2.1.
"RULE 144" means Rule 144 (or any successor rule to similar
effect) promulgated under the Securities Act.
<PAGE> 4
4
"RULE 145" means Rule 145 (or any successor rule to similar
effect) promulgated under the Securities Act.
"RULE 415 OFFERING" means an offering on a delayed or continuous
basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated
under the Securities Act.
"SECURITIES ACT" means the Securities Act of 1933, as
amended.
"SELLING HOLDER" means any Holder who sells Registrable
Securities pursuant to a public offering registered hereunder.
"SHELF REGISTRATION" means the registration under the Securities
Act of a Rule 415 Offering.
"SHELF REGISTRATION STATEMENT" means a registration statement
intended to effect a Shelf Registration.
"YUCAIPA HOLDER" means the Investors listed on the signature
pages hereto as a "Yucaipa Holder" and any Affiliate thereof that is a Holder.
"YUCAIPA HOLDERS' AGENT" has the meaning ascribed
thereto in Section 3.11.
SECTION 1.2 Internal References. Unless the context indicates
otherwise, references to Articles, Sections and paragraphs shall refer to the
corresponding articles, sections and paragraphs in this Agreement, and
references to the parties shall mean the parties to this Agreement.
ARTICLE 2
REGISTRATION RIGHTS
SECTION 2.1 Shelf Registration. The Issuer has prepared and filed
with the Commission a Shelf Registration Statement on Form S-3 that includes all
Registrable Securities (the "REQUIRED SHELF REGISTRATION"). Unless the Shelf
Registration Statement previously has been declared effective, the Issuer shall
use its reasonable best efforts to cause such Shelf Registration Statement to be
declared effective as soon as practicable after the date hereof; provided,
however, that to the extent necessary to preserve "pooling-of-interest"
accounting treatment for the transactions contemplated by the QFC Merger
Agreement (as reasonably determined by Issuer and its independent public
accountants), the Issuer shall have no such obligation to effect such
registration until 15 days after the first public release by the Issuer of
combined financial results of the Issuer and F4LH. Notwithstanding anything else
contained in this Agreement, the Issuer shall be obligated to keep such Shelf
Registration Statement effective only until the earliest of (a) 12 months after
the date such Shelf Registration Statement has
<PAGE> 5
5
been declared effective, provided that such 12-month period shall be extended by
(i) the length of any period during which the Issuer delays in maintaining the
Shelf Registration Statement current pursuant to Section 2.4, (ii) the length of
any period (in which such Shelf Registration Statement is required to be
effective hereunder) during which such Shelf Registration Statement is not
maintained effective, and (iii) such number of days that equals the number of
days elapsing from (x) the date the written notice contemplated by Section
2.6(e) below is given by the Issuer to (y) the date on which the Issuer delivers
to the Holders of Registrable Securities the supplement or amendment
contemplated by Section 2.6(e) below, (b) such time as all Registrable
Securities have been sold or disposed of thereunder or sold, transferred or
otherwise disposed of to a Person that is not a Holder and (c) such time as all
securities that were Registrable Securities on the date hereof have ceased to be
Registrable Securities (the earliest of (a), (b) and (c) being the "SHELF
TERMINATION DATE"). The Required Shelf Registration shall not be counted as a
Demand Registration for purposes of Section 2.2 of this Agreement.
SECTION 2.2 Demand Registration. (a) Upon written notice to the
Issuer from an Apollo Holder or Apollo Holders holding a majority in interest of
the Registrable Securities held by the Apollo Holders (but not later than the
date that is 180 days after the Shelf Termination Date) (the "DEMAND REQUEST")
requesting that the Issuer effect the registration under the Securities Act of
any or all of the Registrable Securities held by such requesting Holders, which
notice shall specify the intended method or methods of disposition of such
Registrable Securities, the Issuer shall prepare as soon as practicable and,
within 60 days after such request, file with the Commission a registration
statement with respect to such Registrable Securities and thereafter use its
reasonable best efforts to cause such registration statement to be declared
effective under the Securities Act for purposes of dispositions in accordance
with the intended method or methods of disposition stated in such request.
Notwithstanding any other provision of this Agreement to the contrary:
(i) the Apollo Holders may collectively exercise their rights
to request registration under this Section 2.2(a) on not more than one
occasion (such registration being referred to herein as the "DEMAND
REGISTRATION");
(ii) the Issuer shall not be required to effect any Demand
Registration unless the aggregate number of Registrable Securities to be
registered pursuant to the Demand Registration is equal to or more than
35% of the initial Registrable Securities held by the Apollo Holders;
(iii) the method of disposition requested by the Apollo Holders
in connection with any Demand Registration may not, without the Issuer's
written consent, be a Rule 415 Offering; and
<PAGE> 6
6
(iv) the Issuer shall not be required to effect the Demand
Registration hereunder if all securities that were Registrable
Securities on the date hereof have ceased to be Registrable Securities.
(b) Notwithstanding any other provision of this Agreement to the
contrary, a Demand Registration requested by the Apollo Holders pursuant to this
Section 2.2 shall not be deemed to have been effected, and, therefore, not
requested and the rights of each Apollo Holder shall be deemed not to have been
exercised for purposes of paragraph (a) above, (i) if such Demand Registration
has not become effective under the Securities Act or (ii) if such Demand
Registration, after it became effective under the Securities Act, was not
maintained effective under the Securities Act (other than as a result of any
stop order, injunction or other order or requirement of the Commission or other
government agency or court solely on the account of a material misrepresentation
or omission of a Holder) for at least 30 days (or such shorter period ending
when all the Registrable Securities covered thereby have been disposed of
pursuant thereto) and, as a result thereof, the Registrable Securities requested
to be registered cannot be distributed in accordance with the plan of
distribution set forth in the related registration statement. So long as a
Demand Request is made by the Apollo Holders within the 180-day period referred
to in Section 2.2(a), the Apollo Holders shall not lose their right to their
Demand Registration under Section 2.2 if the Demand Registration related to such
Demand Request is delayed or not effected in the circumstances set forth in this
clause (b).
(c) The Issuer shall have the right to cause the registration of
additional equity securities for sale for the account of the Issuer in the
registration of Registrable Securities requested by the Apollo Holders pursuant
to Section 2.2(a) above, provided that if such Holders are advised in writing
(with a copy to the Issuer) by the lead or managing underwriter referred to in
Section 2.3(b) that, in such underwriters good faith view, all or a part of such
Registrable Securities and additional equity securities cannot be sold and the
inclusion of such Registrable Securities and additional equity securities in
such registration would be likely to have an adverse effect on the price, timing
or distribution of the offering and sale of the Registrable Securities and
additional equity securities then contemplated, then the number of securities
that can, in the good faith view of such underwriter, be sold in such offering
without so adversely affecting such offering shall be allocated pro rata among
the requesting Apollo Holders on the basis of the relative number requested to
be included therein by each such Holder before any equity securities may be
included for the account of the Issuer. The Holders of the Registrable
Securities to be offered pursuant to paragraph (a) above may require that any
such additional equity securities be included by the Issuer in the offering
proposed by such Holders on the same conditions as the Registrable Securities
that are included therein.
<PAGE> 7
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(d) Within 7 days after delivery of a Demand Request by an Apollo
Holder, the Issuer shall provide a written notice to each Apollo Holder (or, if
so requested by the Issuer after appropriate notice to the Apollo Holders' Agent
by the Issuer, the Apollo Holders' Agent shall provide written notice to each
Apollo Holder), advising such Apollo Holder of its right to include any or all
of the Registrable Securities held by such Apollo Holder for sale pursuant to
the Demand Registration and advising such Apollo Holder of procedures to enable
such Apollo Holder to elect to so include Registrable Securities for sale in the
Demand Registration. Any Apollo Holder may, within 7 days of delivery to such
Apollo Holder of a notice pursuant to this Section 2.2(d), elect to so include
Registrable Securities in the Demand Registration by written notice to such
effect to the Issuer specifying the number of Registrable Securities desired to
be so included by such Apollo Holder.
SECTION 2.3 Other Matters In Connection With Registrations. (a)
In connection with any Demand Registration or Shelf Registration, each Holders'
Agent shall keep the Issuer informed promptly (x) of the name, address and other
contact information of each Holder for whom such Holders' Agent is acting as
agent hereunder, (y) of the number of Registrable Securities held by each such
Holder which are or will be included in such registration and (z) of each sale,
transfer or other disposition of Registrable Securities covered by such
registration (including the number of shares sold) by each such Holder.
(b) In the event that any public offering pursuant to this
Agreement shall involve, in whole or in part, an underwritten offering, the
Issuer shall have the right to designate an underwriter or underwriters as the
lead or managing underwriters of such underwritten offering who shall be
reasonably acceptable to Holders owning a majority of the Registrable Securities
proposed to be sold therein.
(c) The Yucaipa Holders agree that, notwithstanding anything to
the contrary contained in that certain Registration Rights Agreement dated
September 9, 1997 among the Company, certain of the Yucaipa Holders, and the
other parties named therein (the "Yucaipa Agreement"), as amended, none of the
Yucaipa Holders or their affiliates shall have any "piggyback" registration
rights pursuant to Section 2.2 of the Yucaipa Agreement with respect to any
Demand Request by the Apollo Holders hereunder. The Apollo Holders' Agent shall
give concurrent written notice to the Yucaipa Holders' Agent of any Demand
Request hereunder, and the Yucaipa Holders' Agent shall give concurrent written
notice to the Apollo Holders' Agent of any Demand Notice delivered by the
Yucaipa Group as defined in, and pursuant to, the Yucaipa Agreement. At the
election of the Yucaipa Holders' Agent and the Apollo Holders' Agent, any Demand
Registration hereunder that includes the Apollo Holders' Registrable Securities
and any demand registration under the Yucaipa Agreement that includes
registrable securities held thereunder by the Yucaipa Group, may be combined
into a single
<PAGE> 8
8
registration statement and offering (which may be underwritten if so requested
by holders of a majority of the shares held by the Apollo Holders and the
Yucaipa Group). If mutually agreed to by the Yucaipa Holders' Agent and the
Apollo Holders' Agent, such registration shall count as a single demand under,
and shall be governed by the provisions of, either this Agreement or the Yucaipa
Agreement, as specified in the mutual agreement of such agents.
SECTION 2.4 Certain Delay Rights. Notwithstanding any other
provision of this Agreement to the contrary, if at any time while the Required
Shelf Registration is effective the Issuer provides written notice to each
Holder (whether by notice directly to such Holder or through the Holders' Agent
acting as agent for such Holder hereunder) that in the Issuer's good faith and
reasonable judgment, as evidenced by a resolution of the Issuer's board of
directors, it would be materially disadvantageous to the Issuer (because the
sale of Registrable Securities covered by such registration statement or the
disclosure of information therein or in any related prospectus or prospectus
supplement would materially interfere with any acquisition, financing or other
material event or transaction in connection with which a registration of
securities under the Securities Act for the account of the Issuer is then
intended or the public disclosure of which at the time would be materially
prejudicial to the Issuer) (a "DISADVANTAGEOUS CONDITION") for sales of
Registrable Securities thereunder to then be permitted, and setting forth the
reasons for such judgment, the Issuer may refrain from maintaining current the
prospectus contained in the Shelf Registration Statement until such
Disadvantageous Condition no longer exists (notice of which the Issuer shall
promptly deliver to each Holder (directly or through the applicable Holders'
Agent)). Furthermore, notwithstanding anything else contained in this Agreement,
with respect to any registration statement filed, or to be filed, pursuant to
Section 2.2, if the Issuer provides written notice to each Holder (whether by
notice directly to such Holder or through the Holders' Agent acting as agent for
such Holder hereunder) that in the Issuer's good faith and reasonable judgment,
as evidenced by a resolution of the Issuer's board of directors, it would be
materially disadvantageous to the Issuer (because of a Disadvantageous
Condition) for such a registration statement to be maintained effective, or to
be filed and become effective, and setting forth the general reasons for such
judgment, the Issuer shall be entitled to cause such registration statement to
be withdrawn or the effectiveness of such registration statement terminated, or,
in the event no registration statement has yet been filed, shall be entitled not
to file any such registration statement, until such Disadvantageous Condition no
longer exists (notice of which the Issuer shall promptly deliver to each Holder
(directly or through the applicable Holders' Agent)). With respect to each
Holder, upon the receipt by such Holder of any such notice of a Disadvantageous
Condition (directly from the Issuer or through the applicable Holders' Agent)
(i) in connection with the Required Shelf Registration, such Holder shall
forthwith
<PAGE> 9
9
discontinue use of the prospectus and any prospectus supplement under such
registration statement and shall suspend sales of Registrable Securities until
such Disadvantageous Condition no longer exists and (ii) in connection with the
Required Shelf Registration or the Demand Registration, as applicable, if so
directed by the Issuer by notice as aforesaid, such Holder will deliver to the
Issuer all copies, other than permanent filed copies then in such Holder's
possession, of the prospectus and prospectus supplements then covering such
Registrable Securities at the time of receipt of such notice as aforesaid.
Notwithstanding anything else contained in this Agreement, (x) neither the
filing nor the effectiveness of any registration statement under Section 2.2 may
be delayed for more than a total of 60 days pursuant to this Section 2.4 and (y)
the maintaining current of a prospectus (and the suspension of sales of
Registrable Securities) in connection with the Required Shelf Registration may
not be delayed under this Section 2.4 for more than a total of 60 days in any
twelve-month period.
SECTION 2.5 Expenses. Except as provided herein, the Issuer shall
pay all Registration Expenses with respect to each registration hereunder.
Notwithstanding the foregoing, (i) each Holder and the Issuer shall be
responsible for its own internal administrative and similar costs, which shall
not constitute Registration Expenses, (ii) each Holder shall be responsible for
the legal fees and expenses of its own counsel (except as provided in clause
(viii) of the definition of Registration Expenses) and (iii) each Holder shall
be responsible for all underwriting discounts and commissions, selling or
placement agent or broker fees and commissions, and transfer taxes, if any, in
connection with the sale of securities by such Holder.
SECTION 2.6 Registration and Qualification. If and whenever the
Issuer is required to effect the registration of any Registrable Securities
under the Securities Act as provided in Sections 2.1 or 2.2, the Issuer shall as
promptly as practicable (but subject to the provisions of Sections 2.1 and 2.2):
(a) prepare, file and cause to become effective a registration
statement under the Securities Act relating to the Registrable
Securities to be offered in accordance with the intended method of
disposition thereof;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities (i) in
the case of the Required Shelf Registration, until the Shelf Termination
Date and (ii) in the case of the Demand Registration, until the earlier
of (A) such time as all Registrable Securities proposed to be sold
therein have been disposed of in accordance with the intended methods of
disposition set forth in such registration statement and (B)
<PAGE> 10
10
the expiration of 30 days after such registration statement becomes
effective, provided, that such 30-day period shall be extended for such
number of days that equals the number of days elapsing from (x) the date
the written notice contemplated by paragraph (e) below is given by the
Issuer to (y) the date on which the Issuer delivers to the Holders of
Registrable Securities the supplement or amendment contemplated by
paragraph (e) below;
(c) furnish to the Holders of Registrable Securities and to any
underwriter of such Registrable Securities such number of conformed
copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number of
copies of the prospectus included in such registration statement
(including each preliminary prospectus), in conformity with the
requirements of the Securities Act, and such documents incorporated by
reference in such registration statement or prospectus, as the Holders
of Registrable Securities or such underwriter may reasonably request;
(d) furnish to any underwriter of such Registrable Securities an
opinion of counsel for the Issuer and a "cold comfort" letter signed by
the independent public accountants who have audited the financial
statements of the Issuer included in the applicable registration
statement, in each such case covering substantially such matters with
respect to such registration statement (and the prospectus included
therein) and the related offering as are customarily covered in opinions
of issuer's counsel with respect thereto and in accountants' letters
delivered to underwriters in underwritten public offerings of securities
and such other matters as such underwriters may reasonably request;
(e) promptly notifying the Selling Holders in writing (i) at any
time when a prospectus relating to a registration pursuant to Section
2.1 or 2.2 is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and (ii) of any request by the Commission or any other
regulatory body or other body having jurisdiction for any amendment or
supplement to any registration statement or other document relating to
such offering, and in either such case, at the request of the Selling
Holders prepare and furnish to the Selling Holders a reasonable number
of copies of a supplement to or an amendment of such prospectus as may
be necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or
<PAGE> 11
11
necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading;
(f) use its reasonable best efforts to list all such Registrable
Securities covered by such registration on each securities exchange and
automated interdealer quotation system on which the Common Stock is then
listed;
(g) use reasonable efforts to assist the Holders in the marketing
of Common Stock in connection with up to two underwritten offerings
hereunder (including, to the extent reasonably consistent with work
commitments, using reasonable efforts to have officers of the Issuer
attend "road shows" and analyst or investor presentations scheduled in
connection with such registration);
(h) furnish for delivery in connection with the closing of any
offering of Registrable Securities pursuant to a registration effected
pursuant to Sections 2.1 or 2.2 unlegended certificates representing
ownership of the Registrable Securities being sold in such denominations
as shall be requested by the Selling Holders or the underwriters; and
(i) if requested by any Selling Holders or the managing
underwriters, if any, promptly include in any registration statement or
prospectus, pursuant to a supplement or post-effective amendment if
necessary, such information as such Selling Holders and such managing
underwriters, if any, may reasonably request to have included therein,
including without limitation, information relating to the "Plan of
Distribution" of the Registrble Securities, the purchase price being
paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering, and make all required filing of
such supplement or post-effective amendment as soon as practicable after
the Issuer is notified of the matters to be included in such supplement
or post-effective amendment.
SECTION 2.7 Underwriting; Due Diligence. (a) If requested by the
underwriters for any underwritten offering of Registrable Securities pursuant to
a registration requested under this Article II, the Issuer shall enter into an
underwriting agreement with such underwriters for such offering, which agreement
will contain such representations and warranties by the Issuer and such other
terms and provisions as are customarily contained in underwriting agreements
with respect to secondary distributions, including, without limitation,
indemnification and contribution provisions substantially to the effect and to
the extent provided in Section 2.8, and agreements as to the provision of
opinions of counsel and accountants' letters to the effect and to the extent
provided in Section 2.6(d). Such underwriting agreement shall also contain such
representations and warranties by such Selling Holders and such other terms and
provisions as are customarily contained in underwriting
<PAGE> 12
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agreements with respect to secondary distributions, including, without
limitation, indemnification and contribution provisions substantially to the
effect and to the extent provided in Section 2.8.
(b) In connection with the preparation and filing of each
registration statement registering Registrable Securities under the Securities
Act pursuant to this Article II, the Issuer shall give the Permitted Holders of
such Registrable Securities and the underwriters, if any, and their respective
counsel and accountants (the identity and number of whom shall be reasonably
acceptable to the Issuer), such reasonable and customary access to its books,
records and properties and such opportunities to discuss the business and
affairs of the Issuer with its officers and the independent public accountants
who have certified the financial statements of the Issuer as shall be necessary,
in the opinion of such Holders and such underwriters or their respective
counsel, to conduct a reasonable investigation within the meaning of the
Securities Act; provided that (i) each Holder and the underwriters and their
respective counsel and accountants shall have entered into a confidentiality
agreement reasonably acceptable to the Issuer and (ii) the Permitted Holders and
the underwriters and their respective counsel and accountants shall use their
reasonable best efforts to minimize the disruption to the Issuer's business and
coordinate any such investigation of the books, records and properties of the
Issuer and any such discussions with the Issuer's officers and accountants so
that all such investigations occur at the same time and all such discussions
occur at the same time.
SECTION 2.8 Indemnification and Contribution. (a) The Issuer
agrees to indemnify and hold harmless each Selling Holder, each person, if any,
who controls each Selling Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and their respective officers,
directors, partners, members, employees, representatives and agents from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or alleged
untrue statement of any material fact contained in any registration statement or
any amendment thereof, any preliminary prospectus or prospectus (as amended or
supplemented if the Issuer shall have furnished any amendments or supplements
thereto) relating to the Registrable Securities, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished to the Issuer in writing by a Selling Holder expressly for
use therein. The Issuer also agrees to indemnify any underwriter of the
Registrable Securities so offered and each person, if any, who controls such
underwriter
<PAGE> 13
13
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act and their respective officers, directors, partners, members,
employees, representatives and agents on substantially the same basis as that of
the indemnification by the Issuer of the Selling Holder provided in this Section
2.8(a).
(b) Each Selling Holder agrees to indemnify and hold harmless the
Issuer, its directors, the officers who sign the registration statement and each
person, if any who controls the Issuer within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages, liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) insofar as such losses, claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement of
a material fact contained in any registration statement or any amendment
thereof, any preliminary prospectus or prospectus (as amended or supplemented if
the Issuer shall have furnished any amendments or supplements thereto) relating
to the Registrable Securities, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only with reference to information
furnished in writing by a Selling Holder (or any representative thereof)
expressly for use in a registration statement, any preliminary prospectus,
prospectus or any amendments or supplements thereto. Each Selling Holder also
agrees to indemnify any underwriter of the Registrable Securities so offered,
each person, if any, who controls such underwriter and their respective
officers, directors, partners, members, employees, representatives and agents on
substantially the same basis as that of the indemnification by such Selling
Holder of the Issuer provided in this Section 2.8(b).
(c) Each party indemnified under paragraph (a) or (b) above
shall, promptly after receipt of notice of a claim or action against such
indemnified party in respect of which indemnity may be sought hereunder, notify
the indemnifying party in writing of the claim or action; provided that the
failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified party on account of the indemnity agreement
contained in paragraph (a) or (b) above except to the extent that the
indemnifying party was actually prejudiced by such failure, and in no event
shall such failure relieve the indemnifying party from any other liability that
it may have to such indemnified party. If any such claim or action shall be
brought against an indemnified party, and it shall have notified the
indemnifying party thereof, unless based on the written advice of counsel to
such indemnified party a conflict of interest between such indemnified party and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate therein, and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof. Except to the extent that
<PAGE> 14
14
such conflict of interest exists, after notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 2.8 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof. Any indemnifying
party against whom indemnity may be sought under this Section 2.8 shall not be
liable to indemnify an indemnified party if such indemnified party settles such
claim or action without the consent of the indemnifying party. The indemnifying
party may not agree to any settlement of any such claim or action, other than
solely for monetary damages for which the indemnifying party shall be
responsible hereunder, the result of which any remedy or relief shall be applied
to or against the indemnified party, without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld. In any
action hereunder as to which the indemnifying party has assumed the defense
thereof, the indemnified party shall continue to be entitled to participate in
the defense thereof, with counsel of its own choice, but the indemnifying party
shall not be obligated hereunder to reimburse the indemnified party for the
costs thereof.
(d) If the indemnification provided for in this Section 2.8 shall
for any reason be unavailable (other than in accordance with its terms) to an
indemnified party in respect of any loss, liability, cost, claim or damage
referred to therein, then each indemnifying party shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, cost, claim or damage (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Issuer on the one hand and the Selling Holders on the other hand from the
offering of the Registrable Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party or parties on the
one hand and of the indemnified party or parties on the other hand in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Issuer on the one hand and the Selling Holders
on the other hand in connection with the offering of the Registrable Securities
shall be deemed to be in the same respective proportions as the net proceeds
from the offering of the Registrable Securities (before deducting expenses)
received by the Issuer and the Selling Holders, respectively, bear to the
aggregate public offering price of the Registrable Securities. The relative
fault of the Issuer on the one hand and the Selling Holders on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Issuer or a
Selling Holder and the parties' relative intent, knowledge,
<PAGE> 15
15
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by an indemnified party as a result of the
loss, cost, claim, damage or liability, or action in respect thereof, referred
to above in this paragraph (d) shall be deemed to include, for purposes of this
paragraph (d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. The Issuer and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 2.8 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in this paragraph. Notwithstanding
any other provision of this Section 2.8, no Selling Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities of such Selling Holder were offered to the public
exceeds the amount of any damages which such Selling Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The obligations of the parties under this Section 2.8 shall
be in addition to any liability which any party may otherwise have to any other
party.
SECTION 2.9 Holdback Agreement. If the Demand Registration
pursuant to this Article II shall be in connection with an underwritten public
offering of Registrable Securities, each Apollo Holder agrees not to effect any
sale or distribution, including any sale under Rule 144, of any equity security
of the Issuer (otherwise than through the registered public offering then being
made), within 10 days prior to or 180 days (or such lesser period as the lead or
managing underwriters may permit) after the effective date of the applicable
registration statement.
ARTICLE 3
MISCELLANEOUS
SECTION 3.1 Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
SECTION 3.2 Assignment. No party may assign any of its rights or
obligations hereunder by operation of law or otherwise, except to any successor
Holder, without the prior written consent of the other parties.
<PAGE> 16
16
SECTION 3.3 Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
Issuer and Holders representing a majority of the Registrable Securities then
held by the Apollo Holders and a majority of the Registrable Securities then
held by the Yucaipa Holders.
SECTION 3.4. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received if given) by hand delivery or telecopy, or
by any courier service, such as Federal Express, providing proof of delivery.
All communications hereunder shall be delivered to the respective parties at the
address or telecopy number set forth on the signature pages hereto (unless such
contact information in the case of the Holders is updated pursuant to Section
2.3(a)).
SECTION 3.5 Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
SECTION 3.6 No Waiver. The failure of any party hereto to
exercise any right, power or remedy provided under this Agreement or otherwise
available in respect hereof at law or in equity, or to insist upon compliance by
any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute
a waiver by such party of its right to exercise any such or other right, power
or remedy or to demand such compliance.
SECTION 3.7 No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any Person
who or which is not a party hereto, other than a Holder of Registrable
Securities.
SECTION 3.8 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.
SECTION 3.9 Jurisdiction. Each party hereby irrevocably submits
to the exclusive jurisdiction of the United States District Court for the
Southern District of New York or any state court sitting in the City of New
York, Borough of Manhattan in any action, suit or proceeding arising in
connection
<PAGE> 17
17
with this Agreement, and agrees that any such action, suit or proceeding shall
be brought only in such courts (and waives any objection based on forum non
conveniens or any other objection to venue therein); provided, however, that
such consent to jurisdiction is solely for the purpose referred to in this
Section 3.9 and shall not be deemed to be a general submission to the
jurisdiction of said Courts or in the State of New York other than for such
purposes. Each party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.
SECTION 3.10 Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
SECTION 3.11 Holders' Agents. Each Apollo Holder hereby appoints
Apollo Management L.P. as its agent and attorney-in-fact (the "APOLLO HOLDERS'
AGENT") and each Yucaipa Holder hereby appoints the Yucaipa Companies as its
agent and attorney-in-fact (the "YUCAIPA HOLDERS' AGENT"), in each case for
purposes of the delivery and receipt of all notices and requests pursuant to
this Agreement. The Issuer may give notice to any Holder hereunder by giving
such notice directly to such Holder. Alteratively, the Issuer may request that
the applicable Holders' Agent deliver to each Holder any notice given by the
Issuer hereunder, in which event the applicable Holders' Agent will promptly so
give such notice to each Holder. Prompt delivery by the applicable Holders'
Agent to the Holders will be deemed satisfied if delivery is made to the
Holders, in accordance with Section 3.4, not later than the third business day
after actual receipt of the applicable notice or document by the applicable
Holders' Agent from the Issuer. Notwithstanding anything else contained herein,
the applicable Holders' Agent will not be liable or responsible to any Person
should any Holder fail to act in accordance with any notice so given to such
Holder hereunder.
SECTION 3.12 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
<PAGE> 18
18
IN WITNESS WHEREOF, the Issuer and the Holders have caused this
Agreement to be duly executed as of the day and year first above written.
FRED MEYER, INC.
By: /s/ Roger A. Cooke
-----------------------------------
Name: Roger A. Cooke
Title: Senior Vice President
Yucaipa Holders:
F4L EQUITY PARTNERS, L.P.
By: Yucaipa Capital Advisors, Inc., as
general partner
By: /s/ Ronald W. Burkle
-------------------------------
Name:
Title:
/s/ Ronald W. Burkle
---------------------------------------
Ronald W. Burkle
FFL PARTNERS
By: /s/ Ronald W. Burkle
-----------------------------------
Name:
Title:
<PAGE> 19
19
YUCAIPA CAPITAL FUND, L.P.
By: Yucaipa Capital Advisors, Inc., as
general partner
By: /s/ Ronald W. Burkle
-------------------------------
Name:
Title:
THE YUCAIPA COMPANIES
By: /s/ Ronald W. Burkle
-----------------------------------
Name:
Title:
YUCAIPA/F4L PARTNERS
By: The Yucaipa Companies, as general
partner
By: /s/ Ronald W. Burkle
--------------------------------
Name:
Title:
By: Yucaipa Capital Fund, L.P., as
general partner
By: Yucaipa Capital Advisors, Inc., as
general partner
By: /s/ Ronald W. Burkle
--------------------------------
Name:
Title:
Address (for all Yucaipa Holders):
c/o The Yucaipa Companies
10000 Santa Monica Boulevard
Fifth Floor
Los Angeles, CA 90067
Attn: Ronald W. Burkle
<PAGE> 20
20
Apollo Holders:
APOLLO INVESTMENT FUND, L.P.
By: Apollo Advisors, L.P.
Its General Partner
By: Apollo Capital Management,
Inc., Its General Partner
By: /s/ Michael D. Weiner
---------------------------
Name:
Title:
APOLLO INVESTMENT FUND III, L.P.
By: Apollo Advisors II, L.P.,
Its General Partner
By: Apollo Capital Management II,
Inc., Its General Partner
By: /s/ Michael D. Weiner
---------------------------
Name:
Title:
APOLLO UK PARTNERS III, L.P.
By: Apollo Advisors II, L.P.,
Its General Partner
By: Apollo Capital Management II,
L.P., Its General Partner
By: /s/ Michael D. Weiner
---------------------------
Name:
Title:
APOLLO OVERSEAS PARTNERS III, L.P.
By: Apollo Advisors II, L.P.,
Its Managing General Partner
By: Apollo Capital Management II,
Inc., Its General Partner
By: /s/ Michael D. Weiner
---------------------------
Name:
Title:
<PAGE> 21
21
F4L/AB INVESTORS
By: /s/ Michael D. Weiner
---------------------------
Name:
Title:
Address (for all Apollo Holders):
Apollo Management L.P.
1999 Avenue of the Stars
Suite 1900
Los Angeles, CA 90067
Attn: Michael D. Weiner
<PAGE> 1
EXHIBIT 99.2
AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made and entered into as of March 10, 1998 by and among Fred
Meyer, Inc., a Delaware corporation ("Fred Meyer"), The Yucaipa Companies, a
California general partnership ("Yucaipa"), and each of the other holders of the
common stock of the Company executing this Amendment. Capitalized terms used but
not otherwise defined herein have the meanings given them in the Agreement (as
defined below).
RECITALS
A. The Company, Yucaipa and certain other holders of the common
stock of the Company, par value $0.01 per share (the "Company Common Stock"),
entered into that certain Registration Rights Agreement as of September 9, 1997
(the "Agreement") under which the Company granted to Yucaipa and such other
holders certain registration rights with respect to the Company Common Stock.
B. On November 6, 1997, the Company and Food 4 Less Holdings,
Inc. ("Food 4 Less") entered into that certain Agreement and Plan of Merger (as
amended, the "Merger Agreement") pursuant to which, among other things, (i) Food
4 Less agreed to merge with FFL Acquisition Corp., a wholly-owned subsidiary of
the Company (the "Merger") and (ii) the outstanding capital stock of Food 4 Less
is to be converted into Company Common Stock. At the time the Merger Agreement
was entered into, Yucaipa and certain of its affiliates who hold common stock of
Food 4 Less agreed to vote their Food 4 Less shares in favor of the Merger.
C. Pursuant to Section 5.15(a) of the Merger Agreement, the
Company agreed to enter into a Registration Rights Agreement (the "New
Agreement") under which the Company is to grant certain registration rights to
holders of Company Common Stock acquired pursuant to the Merger Agreement.
D. Pursuant to Section 5.15(d) of the Merger Agreement, the
Company further agreed to amend the Agreement to provide for the shares issuable
to Yucaipa and its affiliates pursuant to the Merger Agreement to be
"Registrable Securities" for purposes of the Agreement.
AGREEMENT
In consideration of the foregoing and the mutual covenants herein
contained, the parties hereto agree as follows:
1. Following the Merger, Yucaipa, Ronald W. Burkle, F4L
Equity Partners, L.P., FFL Partners, Yucaipa Capital Fund, L.P. and Yucaipa/F4L
Partners (collectively, the "Yucaipa Holders") shall be deemed "Holders" and
members of the "Yucaipa Group" for all
<PAGE> 2
purposes under the Agreement, and shall be entitled to all rights and benefits,
and shall be subject to all obligations, of the Holders who are members of the
Yucaipa Group under the Agreement.
2. All of the Company Common Stock that will be acquired pursuant
to the Merger Agreement by the Yucaipa Holders shall be deemed "Registrable
Securities" for all purposes under the Agreement.
3. The Yucaipa Holders acknowledge and agree that they will have
no "piggyback" registration rights under Section 2.2 of the Agreement with
respect to any Demand Registration filed pursuant to Section 2.2 of the New
Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the 10th day of March, 1998.
THE YUCAIPA COMPANIES
By: /s/ Ronald W. Burkle
--------------------------------
Ronald W. Burkle
Managing Partner
/s/ Ronald W. Burkle
------------------------------------
Ronald W. Burkle
F4L EQUITY PARTNERS, L.P.
By: Yucaipa Capital Advisors, Inc.
as general partner
By: /s/ Ronald W. Burkle
--------------------------------
Ronald W. Burkle
President
2
<PAGE> 3
FFL PARTNERS
By: /s/ Ronald W. Burkle
-----------------------------------
Ronald W. Burkle
Managing Partner
YUCAIPA CAPITAL FUND, L.P.
By: Yucaipa Capital Advisors, Inc.
as general partner
By: /s/ Ronald W. Burkle
Ronald W. Burkle
President
YUCAIPA/F4L PARTNERS
By: The Yucaipa Companies
-----------------------------------
as general partner
By: /s/ Ronald W. Burkle
------------------------------
Ronald W. Burkle
Managing Partner
By: Yucaipa Capital Fund, L.P.
as general partner
By: Yucaipa Capital Advisors, Inc.
as general partner
By: /s/ Ronald W. Burkle
--------------------------------
Ronald W. Burkle
President
3
<PAGE> 4
YUCAIPA SSV PARTNERS, L.P.
By: The Yucaipa Companies
as general partner
By: /s/ Ronald W. Burkle
--------------------------------
Ronald W. Burkle
General Partner
YUCAIPA SMITTY'S PARTNERS, L.P.
By: The Yucaipa Companies
as general partner
By: /s/ Ronald W. Burkle
-------------------------------
Ronald W. Burkle
General Partner
YUCAIPA SMITTY'S PARTNERS II, L.P.
By: The Yucaipa Companies
as general partner
By: /s/ Ronald W. Burkle
-------------------------------
Ronald W. Burkle
General Partner
YUCAIPA ARIZONA PARTNERS, L.P.
By: The Yucaipa Companies
as general partner
By: /s/ Ronald W. Burkle
-------------------------------
Ronald W. Burkle
General Partner
4
<PAGE> 5
/s/ Jeffrey P. Smith
----------------------------------------
Jeffrey P. Smith
/s/ Fred L. Smith
----------------------------------------
Fred L. Smith
/s/ Richard D. Smith
----------------------------------------
Richard D. Smith
TRUST FOR THE CHILDREN OF JEFFREY P.
SMITH
By: /s/ Jeffrey P. Smith
-----------------------------------
Jeffrey P. Smith
Trustee
TRUST FOR THE CHILDREN OF FRED L. SMITH
By: /s/ Fred L. Smith
-----------------------------------
Fred L. Smith
Trustee
TRUST FOR THE CHILDREN OF RICHARD D.
SMITH
By: /s/ Richard D. Smith
-----------------------------------
Richard D. Smith
Trustee
5
<PAGE> 6
FRED MEYER, INC.
By: /s/ David R. Jessick
-----------------------------------
Name: David R. Jessick
Title: Senior Vice President and
Chief Financial Officer
6
<PAGE> 1
EXHIBIT 99.3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock, par value $.01
per share, of Fred Meyer, Inc., a Delaware corporation, and that this Agreement
may be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
March 20, 1998.
Yucaipa Arizona Partners, L.P.
Yucaipa Smitty's Partners, L.P.
Yucaipa Smitty's Partners II, L.P.
Yucaipa SSV Partners, L.P.
FFL Partners
Yucaipa/F4L Partners
By: The Yucaipa Companies
Its General Partner
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title: General Partner
The Yucaipa Companies
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title: General Partner
F4L Equity Partners, L.P.
Yucaipa Capital Fund
By: Yucaipa Capital Advisors, Inc.
Its General Partner
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title:
<PAGE> 2
Fred Meyer/Smith's Foundation
By: /s/ Ronald W. Burkle
---------------------------------
Name: Ronald W. Burkle
Title:
/s/ Ronald W. Burkle
----------------------------------------
Ronald W. Burkle
/s/ Jeffrey P. Smith
----------------------------------------
Name: Jeffrey P. Smith
/s/ Fred L. Smith
----------------------------------------
Name: Fred L. Smith
The Dee Glen Smith Marital Trust
By: /s/ Jeffrey P. Smith
-------------------------------------
Name: Jeffrey P. Smith
Title: Trustee
The Trust for the Children of
Jeffrey P. Smith
By: /s/ Jeffrey P. Smith
---------------------------------
Name: Jeffrey P. Smith
Title: Trustee
The Trust for the Children of
Fred L. Smith
By: /s/ Fred L. Smith
---------------------------------
Name: Fred L. Smith
Title: Trustee
