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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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 offices) (Zip Code)
Registrant's telephone number, including area code (206) 455-3761
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 12, 1996, Quality Food Centers, Inc. ("QFC" or the "Company")
issued a press release which announced that the Company had signed a letter of
intent with Keith Uddenberg, Inc. to acquire 25 stores in the western and
southern Puget Sound region of Washington (the "Uddenberg Acquisition"). As
announced, the purchase price for the Uddenberg stores will be a combination of
cash and QFC stock with a combined value of approximately $65 million. The
transaction is expected to be completed in early 1997, subject to certain
conditions and regulatory approval. Such press release is included as Exhibit
20.1 to this Current Report on Form 8-K.
On November 20, 1996, QFC issued a press release which announced that the
Company and Hughes Family Markets ("Hughes") had signed a definitive merger
agreement pursuant to which QFC will acquire Hughes for $360 million cash (the
"Hughes Acquisition"). Hughes is an independently owned supermarket chain of 56
stores in southern California. The transaction is expected to be completed in
early 1997, and is subject to certain conditions, including regulatory approval.
Such press release is included as Exhibit 20.2 to this Current Report on Form
8-K.
As announced, QFC plans to finance both the Hughes and Uddenberg
Acquisitions through a combination of debt and equity.
The Company will file an additional Current Report on Form 8-K pursuant to
Items 2 and 7 thereof, for each of the Hughes and Uddenberg Acquisitions at such
time as the respective companies have been acquired.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
20.1 Press Release dated November 12, 1996.
20.2 Press Release dated November 20, 1996.
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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.
November 27, 1996 By: /s/ MARC W. EVANGER
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Date Marc W. Evanger, Vice President
and Chief Financial Officer
and Secretary/Treasurer
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INDEX TO EXHIBITS
Exhibit Number Exhibit
20.1 Press Release dated November 12, 1996.
20.2 Press Release dated November 20, 1996
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[LETTERHEAD]
News
Release
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For Immediate Release
ANALYST CONTACT: MEDIA CONTACT:
MARC EVANGER ROSANNE MARKS OR KERRY STURGILL
VICE PRESIDENT AND CFO MWW/SAVITT
(206) 462-2177 (206) 689-8505
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QUALITY FOOD CENTERS (QFC) AND UDDENBERG TO MERGE
FAST-GROWING QFC ADDS 25 STORES IN LARGEST ACQUISITION TO DATE
BELLEVUE, WASHINGTON -- November 12, 1996 -- Quality Food Centers, Inc.
(NASDAQ:QFCI) and Keith Uddenberg, Inc., announced today that QFC will acquire
Uddenberg's 21 Stock Markets and four Thriftway stores. The two supermarket
chains signed a letter of intent in which QFC will acquire 25 Uddenberg stores
in the western and southern Puget Sound, including Tacoma and Gig Harbor. The
transaction is expected to be completed in early 1997, subject to certain
conditions and regulatory approval.
In his announcement to employees, president and chief executive officer Dan
Kourkoumelis said, "This is an excellent partnership. We're extremely pleased
to welcome Keith's organization to our growing QFC family, and build on our
tradition of offering Puget Sound customers the best grocery shopping experience
we possibly can."
The purchase price for the Uddenberg stores will be a combination of cash and
QFC stock, with a combined value of approximately $65 million. QFC plans to do
an in-depth analysis of the stores, customer base and markets before determining
which stores to convert to QFCs. Under the agreement, QFC plans on maintaining
present Uddenberg store-based employees. Keith Uddenberg will retain the Gig
Harbor Thriftway store and his businesses in the Gig Harbor area. QFC plans to
combine certain administrative operations. "We have shared values and home-
grown roots, as owners and food retailers," said Uddenberg. "I'm very pleased
with the merger. QFC's attention to its customers and employees is very similar
to the Uddenberg approach."
Over the past seven years, QFC has acquired 30 stores from 11 independent
supermarket chains in the Puget Sound region of Washington State, including 12
Olson's stores in 1995.
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Christopher A. Sinclair, who came on board in September as president and chief
executive officer and a director of a soon-to-be-formed holding company of QFC
said, "This kind of merger, which builds economies of scale in our home market,
is a critical part of QFC's overall expansion plan. It is just the beginning.
QFC continues to aggressively seek out contiguous and new market acquisitions as
well."
QFC is the second largest supermarket chain in the Puget Sound region. QFC
has served the Seattle area for more than 41 years and today operates 64
stores and employs more than 4,400 people. QFC's top priority is satisfying the
needs of its customers by providing superior service, high-quality perishables
and competitive prices at convenient store locations. Keith Uddenberg, Inc. is
a supermarket operator based in Gig Harbor, Washington. It currently operates
26 stores in the western and southern Puget Sound, and employs more than 2,000
people.
Quality Food Centers, Inc. press releases are available at no charge through PR
Newswire's Company News On-Call fax service and on PR Newswire's Web site. For
a menu of QFC's press releases or to retrieve a specific release, call 800-758-
5804, extension 134257, or use the Internet at http://www.prnewswire.com/cgi-
bin/liststory?134257^1
<PAGE>
[LETTERHEAD]
News
Release
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For Immediate Release
ANALYST CONTACT: MEDIA CONTACT:
MARC EVANGER ROSANNE MARKS OR KERRY STURGILL
VICE PRESIDENT AND CFO MWW/SAVITT
(206) 462-2177 (206) 689-8505
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QUALITY FOOD CENTERS (QFC) AND HUGHES FAMILY MARKETS TO MERGE
GROWING PACIFIC NORTHWEST SUPERMARKET CHAIN AGREES TO ACQUIRE MAJOR FOOD
RETAILER IN SOUTHERN CALIFORNIA
BELLEVUE, WASHINGTON -- November 20, 1996 -- Quality Food Centers, Inc.
(NASDAQ:QFCI) and Hughes Family Markets, an independently owned supermarket
chain of 56 stores in southern California, announced today that they have signed
a definitive merger agreement under which QFC will acquire Hughes for $360
million cash. Both Hughes, and QFC's existing operations in Washington, will
operate as separate business units under a holding company. The transaction is
expected to be completed in early 1997, and is subject to certain conditions,
including regulatory approval.
In announcing the agreement, QFC chairman Stuart M. Sloan said, "This merger is
an important part of our plan to expand into attractive new markets through
compatible, high-quality operators." Christopher A. Sinclair, president and
chief executive officer of the holding company said, "The merger of these two
companies provides us with a great opportunity to design and build a well-
positioned, multi-regional business -- one that utilizes the best of both
companies to achieve distinction in product offerings and customer service, and
improve operating practices, systems and buying at each company. I look forward
to working with Roger Hughes, Fred McLaren and the entire Hughes team to build
on the momentum of two outstanding operations."
Hughes management and store employees will remain in place. Fred McLaren will
continue as president and chief operating officer of Hughes. Roger Hughes will
remain as chief executive officer and will become a director of QFC. "We have
known the QFC team for a number of years. This is a great match of visions and
cultures," said Roger Hughes. "Our employees are the key to our success. The
service they provide to our customers is what has made Hughes a preferred place
to shop," he added.
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"The strength of Hughes' employee and customer loyalty was one of the most
attractive qualities of Hughes," said Sinclair. "It's an outstanding
combination of two vital companies. Together, we have a lot to offer," added
Fred McLaren.
Hughes is a leading retail grocery chain in the southern California marketplace
with annual revenues of approximately $1 billion. It is known for its high-
quality perishables and strength in customer service. In 1993, Hughes built a
700,000 square-foot, state-of-the-art distribution center in Irwindale. Hughes
also co-owns Santee Dairies, Inc., the largest dairy plant in California, with
the Stater Bros. supermarket chain.
Last week, QFC announced it had signed a letter of intent with Keith Uddenberg,
Inc. to acquire 25 stores in the western and southern Puget Sound region of
Washington. "We're pleased to be moving ahead on two key opportunities that are
a good fit for us. Each enhances our company in a unique way," said Sinclair.
Upon completion of the Hughes and Uddenberg mergers, the combined companies will
have annual revenues of more than $2 billion, and both acquisitions are expected
to be accretive to QFC's future earnings per share. QFC plans to finance the
acquisitions through a combination of debt and equity.
QFC is the second largest supermarket chain in the Puget Sound region. The
company has served the Seattle area for more than 41 years and today, excluding
the Uddenberg stores, operates 64 stores and employs more than 4,400 people.
QFC's top priority is satisfying the needs of its customers by providing
superior service, high-quality perishables and competitive prices at convenient
store locations.
Hughes is a privately held company that operates 56 supermarkets averaging
35,000 square feet in the counties of Los Angeles, Orange, Riverside, San
Bernardino, and Ventura. Hughes was founded in 1952 by Joseph Hughes. Its
headquarters are currently in the city of Irwindale. Hughes employs more than
5,000 people. Hughes' priority is to satisfy its customers' needs by being a
consistent provider of a large variety of competitively priced, high-quality
products, provided in updated, well-maintained supermarkets by a staff focused
on a high level of customer service.
Quality Food Centers, Inc. press releases are available at no charge through PR
Newswire's Company News On-Call fax service and on PR Newswire's Web site. For
a menu of QFC's press releases or to retrieve a specific release, call 800-758-
5804, extension 134257, or use the Internet at http://www.prnewswire.com/cgi-
bin/liststory?134257^1
