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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 12, 1996
Quality Food Centers, Inc.
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(Exact name of registrant as specified in its charter)
Washington
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(State or other jurisdiction of incorporation)
0-15590 91-1330075
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(Commission File Number) (IRS Employer Identification No.)
10112 N.E. 10th Street
Bellevue, Washington 98004
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (206) 455-3761
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(Former name or former address, if changed since last report)
Page 1 of Pages
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS
As previously reported under Item 5 in the Company's Current Report
on Form 8-K dated November 12, 1996, QFC entered into a letter of intent with
Keith Uddenberg, Inc. ("KUI") to acquire KUI, which operates 25 stores in the
western and southern Puget Sound region of the state of Washington. On
December 18, 1996, the Company entered into a definitive Agreement and Plan
of Merger with KUI providing for the acquisition by the Company of KUI for
approximately $76.1 million, less any debt of KUI outstanding at the time of
the Merger, plus working capital of KUI at the time of the Merger, plus the
appraised fair market value of certain properties of KUI (which KUI estimates
to have a value of approximately $11.3 million), subject to certain further
adjustments. The consideration will be paid 50% in cash and 50% in QFC
common stock, based on a fixed price per share of QFC common stock of
$39.075. The shareholders of KUI will have the option of being paid entirely
in cash. The transaction is expected to be completed in early 1997, subject
to certain conditions and regulatory approval.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
2(a) Agreement and Plan of Merger, dated as of December 18, 1996,
among QFC, KU Acquisition Corporation, Keith Uddenberg, Inc. and
the shareholders named therein (filed as exhibit 2(c) to QFC's
Registration Statement on Form S-3 filed on December 23, 1996
(file No. 333-18567)).
2(b) Form of Investors Rights Agreement to be entered into by and
among QFC and certain shareholders of Keith Uddenberg, Inc.
(filed as exhibit 2(d) to QFC's Registration Statement on Form S-3
filed on December 23, 1996 (file No. 333-18567))
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SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
QUALITY FOOD CENTERS, INC.
December 27, 1996 By: /s/ MARC W. EVANGER
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Marc W. Evanger, Vice President
and Chief Financial Officer
and Secretary/Treasurer
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INDEX TO EXHIBITS
Exhibit Number Exhibit Page
2(a) Agreement and Plan of Merger, dated as of December 18, 1996,
among QFC, KU Acquisition Corporation, Keith Uddenberg,
Inc. and the shareholders named therein (filed as exhibit 2(c) to
QFC's Registration Statement on Form S-3 filed on December 23,
1996 (file No. 333-18567)).
2(b) Form of Investors Rights Agreement to be entered into by and
among QFC and certain shareholders of Keith Uddenberg, Inc.
(filed as exhibit 2(d) to QFC's Registration Statment on Form S-3
filed on December 23, 1996 (file No. 333-18567))
