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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G/A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)(1)
QUALITY FOOD CENTERS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
747565109
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(CUSIP Number)
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Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(SEE Rule 13d-7)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
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 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).
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CUSIP No. 747565109 13G Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stuart M. Sloan
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY 1,698,982
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING POWER
PERSON WITH -0-
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(7) SOLE DISPOSITIVE POWER
1,698,982
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(8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,698,982
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 747565109 13G Page 3 of 7 Pages
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ITEM 1 (a). NAME OF ISSUER:
Quality Food Centers, Inc.
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10112 NE 10th Street
Bellevue, Washington 98004
ITEM 2 (a). NAME OF PERSON FILING:
Stuart M. Sloan
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Sloan Capital Companies
1301 Fifth Avenue, Ste. 3000
Seattle, Washington 98101
ITEM 2 (c). CITIZENSHIP:
U.S.A.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e). CUSIP NUMBER:
747565 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A: N/A
(a) / / Broker or dealer registered under Section 15 of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8 of the
Investment Company Act,
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; SEE 13d-(1)(ii)(F),
(g) / / Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); SEE Item 7,
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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CUSIP No. 747565109 13G Page 4 of 7 Pages
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ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
1,698,982(1) shares of Common Stock
(b) Percent of class:
11.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,698,982 shares of Common Stock
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or to direct the disposition of
1,698,982 shares of Common Stock
(iv) Shared power to dispose or to direct the disposition of
-0-
____________________________________
(1) Reflects sale of 2,975,000 shares of Common Stock by Mr.
Sloan to Zell/Chilmark Fund L.P. on January 16, 1996 pursuant to the terms of
a Stock Purchase and Sale Agreement dated as of January 14, 1995 between
Zell/Chilmark Fund L.P. and Stuart M. Sloan.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If the statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ]. N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
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CUSIP No. 747565109 13G Page 5 of 7 Pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
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CUSIP No. 747565109 13G Page 6 of 7 Pages
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ITEM 10. CERTIFICATION.
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: February 12, 1997
/s/ Stuart M. Sloan
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Stuart M. Sloan
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CUSIP No. 747565109 13G Page 7 of 7 Pages
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EXHIBITS TO AMENDMENT NO. 8
OF
SCHEDULE 13G
Exhibit A Stock Purchase and Sale Agreement dated as of January 14, 1995
between Zell/Chilmark Fund L.P. and Stuart M. Sloan (incorporated
by reference to Exhibit (c)(3) to Schedule 13E-4 filed with the
SEC on January 19, 1995).
