<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FRED MEYER, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
592907-10-9
(CUSIP Number)
Marc W. Evanger
Senior Vice President
QUALITY FOOD CENTERS, INC.
10112 N.E. 10th Street
Bellevue, Washington 98004
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 1997
(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 8 Pages)
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SCHEDULE 13D
CUSIP NO. 592907-10-9 PAGE 2 OF 8
1 NAME OF REPORTING PERSON
QUALITY FOOD CENTERS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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
WASHINGTON
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
8 SHARED VOTING POWER
9,664,224***
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,664,224***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14 TYPE OF REPORTING PERSON
PN
***Reporting Person disclaims beneficial ownership of all shares.
(Page 2 of 8)
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ITEM 1. SECURITY AND ISSUER
This Statement relates to shares of Common Stock, $0.01 par value ("Common
Stock"), of Fred Meyer, Inc., a corporation organized under the laws of Delaware
("Fred Meyer"). Fred Meyer's principal executive offices are located at 3800
S.E. 22nd Avenue, Portland, Oregon 97202.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Quality Food Centers, Inc. ("QFC"), whose
business address is 10112 N.E. 10th Street, Bellevue, Washington 98004. QFC's
principal business is to own and operate supermarkets. During the past five
years, QFC has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has it been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Set forth below are the names, principal occupations and business addresses
of the executive officers and directors of QFC. Each executive officer and
director is a citizen of the United States of America. During the past five
years, none of the executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Executive Officers of QFC:
NAME POSITION WITH QFC
- ----- ------------------
**Christopher A. Sinclair President and Chief Executive Officer
*Dan Kourkoumelis President and Chief Executive Officer
**Fredrick S. Meils Senior Vice President, Corporate Development
**William P. Ketcham Senior Vice President, Marketing and Public
Affairs
*Marc W. Evanger Senior Vice President
*Michael Huse Senior Vice President
*The business address of these executive officers is 10112 N.E. 10th Street,
Bellevue, Washington, 98004.
**The business address of these executive officers is 300 Atlantic Street,
Suite 1001, Stamford, Connecticut 06901
(Page 3 of 8)
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Directors of QFC:
PRINCIPAL OCCUPATION, ADDRESS OF
NAME EMPLOYER AND BUSINESS ADDRESS OF DIRECTOR
- ---- -----------------------------------------
Stuart M. Sloan Chairman of Sloan Capital Companies, 1301 Fifth
Avenue, Suite 3000, Seattle, Washington 98101
Christopher A. Sinclair President and Chief Executive Officer, QFC, 300
Atlantic Street, Suite 1001, Stamford,
Connecticut 06901
Dan Kourkoumelis President and Chief Executive Officer, QFC,
10112 N.E. 10th Street, Bellevue, Washington 90004
John W. Creighton, Jr. Chief Executive Officer of Weyerhaeuser Company,
33663 Weyerhaeuser Way South, Federal Way,
Washington 98003
Roger K. Hughes Chairman of Hughes Markets, Inc., 14665 Live Oak
Avenue, Irwindale, CA 91706
Maurice F. Olson Controlling Member of Olson Management Group,
LLC., 2707 Colby Avenue #1201, Everett,
Washington 98201
Marc H. Rapaport Chairman LA Soccer Partners, L.P., 11625 Morgana
Lane, Los Angeles, California 90049
Sheli Z. Rosenberg President and Chief Executive Officer of Equity
Group Investments, Inc., Two North Riverside
Plaza, Suite 600, Chicago, Illinois 60606
Ronald A. Weinstein Private Investor, 4823 Lake Was Boulevard N.E.
#1, Kirkland, Washington 98033
Samuel Zell Chairman of the Board of Directors of Equity
Group Investments, Inc., Two North Riverside Plaza,
Suite 600, Chicago, Illinois 60606
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
On November 6, 1997, QFC, Fred Meyer and Q-Acquisition Corp., a Washington
corporation and a wholly-owned subsidiary of Fred Meyer ("Q-Acquisition"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), a copy of
which is incorporated herein by reference to Form 8-K, dated the date hereof,
filed by QFC. Pursuant to the terms of the Merger Agreement, Q-Acquisition
would merge with and into QFC (the "Merger"), subject to certain conditions
being satisfied or waived. Pursuant to the Merger Agreement, each outstanding
share of QFC Common Stock, $.001 par value, would be converted into the right to
receive the
(Page 4 of 8)
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greater of either (i) 1.9 shares of Fred Meyer common stock, $.01 par value
("Fred Meyer Common Stock"), or (ii) the lesser of (A) 2.3 shares of Fred
Meyer Common Stock or (B) a number of shares equal to $55 divided by the
average closing price of the Fred Meyer Common Stock on the New York Stock
Exchange for 15 out of the 35 trading days ending on the second trading day
preceding the effective date of the merger, subject to certain adjustments if
any divestitures are required under the antitrust laws. Conditions to the
consummation of the Merger include the receipt of regulatory approvals and
approval by the shareholders of Fred Meyer and QFC.
Concurrently with execution of the Merger Agreement, QFC and certain
stockholders of Fred Meyer (the "Stockholders") entered into a Voting Agreement
(the "Voting Agreement") pursuant to which each Stockholder agreed, among other
things, that, at any meeting of stockholders of Fred Meyer called to vote upon
the issuance of Common Stock in the Merger (as defined in the Voting Agreement)
or at any adjournment thereof or in any other circumstances upon which a vote,
consent or other approval with respect to the issuance of Common Stock in the
Merger is sought, the Stockholder shall be present (in person or by proxy) and
shall vote (or cause to be voted) all Subject Shares (as defined in the Voting
Agreement) then beneficially owned by such Stockholder in favor of the issuance
of Common Stock in the Merger. As of November 6, 1997, the shares subject to
the Voting Agreement represented approximately 10.5% of the aggregate voting
power of Fred Meyer.
The foregoing summary of the Voting Agreement is qualified in its entirety
by reference to the agreement which is attached hereto as an exhibit and
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c) By reason of the Voting Agreement, QFC may be deemed to be the
beneficial owner of 9,664,224 shares (the "Shares") of Fred Meyer Common Stock.
QFC disclaims beneficial ownership of the Shares. The Shares represent
approximately 10.5% of the outstanding shares of Fred Meyer Common Stock.
Except as described in this Schedule 13D, neither QFC nor, to the best knowledge
of QFC, any of the persons listed in Item 2 above beneficially owns any shares
of Fred Meyer Common Stock. Except as described in this Schedule 13D, neither
QFC nor, to the best of its knowledge, any of the persons listed in Item 2 above
has effected any transactions in Fred Meyer Common Stock during the past 60
days. By virtue of the limited nature of the Voting Agreement, QFC expressly
disclaims beneficial ownership of the Shares.
(d) Not applicable.
(e) Not applicable
(Page 5 of 8)
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See item 4 with respect to the Merger Agreement and Voting Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 Voting Agreement dated as of November 6, 1997 between QFC and certain
stockholders of Fred Meyer, Inc.
7.3 Agreement and Plan of Merger by and among Quality Food Centers, Inc.,
Fred Meyer, Inc. and Q-Acquisition Corp., dated November 6, 1997.
(Incorporated by reference to Exhibit 2.1 of Quality Food Center,
Inc.'s Form 8-K (filed on November 14, 1997)).
(Page 6 of 8)
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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: November 14, 1997 QUALITY FOOD CENTERS, INC.
By: /s/ MARC W. EVANGER
------------------------
Name: Marc W. Evanger
Title: Senior Vice President
(Page 7 of 8)
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
7.1 Voting Agreement dated as of November 6,
1997 between Quality Food Centers, Inc.
and certain stockholders and Fred Meyer,
Inc.
7.3 Agreement and Plan of Merger by and among
Quality Food Centers, Inc., Fred Meyer,
Inc. and Q-Acquisition Corp., dated
November 6, 1997. (Incorporated by
reference to Exhibit 2.1 of Quality Food
Centers, Inc.'s Form 8-K (filed on
November 14, 1997)).
(Page 8 of 8)
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VOTING AGREEMENT, dated as of November 6, 1997, among Quality Food
Centers, Inc., a Washington corporation (the "Company"), and the individuals and
other parties listed on Schedule A attached hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, the Company, Fred Meyer, Inc., a Delaware corporation
("Parent"), and Q-Acquisition Corp., a Washington corporation and a wholly owned
subsidiary of Parent ("Sub"), propose to enter into an Agreement and Plan of
Merger dated as of the date hereof (as the same may be amended or supplemented,
the "Merger Agreement"; capitalized terms used but not defined herein shall have
the meanings set forth in the Merger Agreement) providing for the merger of Sub
with and into the Company (the "Merger"), upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS, each Stockholder owns the number of shares of Common Stock,
par value $.01 per share, of Parent (the "Parent Common Stock") set forth
opposite his or its name on Schedule A attached hereto (such shares of Parent
Common Stock, together with any other shares of capital stock of Parent acquired
by such Stockholder after the date hereof and during the term of this Agreement,
being collectively referred to herein as the "Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Company has requested that each Stockholder enter into this
Agreement;
NOW, THEREFORE, to induce the Company to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER. Each
Stockholder hereby, severally and not jointly, represents and warrants to the
Company as of the date hereof in respect of himself or itself as follows:
(a) AUTHORITY. The Stockholder has all requisite power and authority
to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes a valid and binding obligation
of the Stockholder enforceable in accordance with its terms. The execution
and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will
not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time or both) under any provision of, any trust
agreement, loan or credit agreement,
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2
note, bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise, license, judgment, order, notice, decree,
statute, law, ordinance, rule or regulation applicable to the Stockholder
or to the Stockholder's property or assets. If the Stockholder is married
and the Stockholder's Subject Shares constitute community property or
otherwise need spousal or other approval to be legal, valid and binding,
this Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, the Stockholder's spouse,
enforceable against such spouse in accordance with its terms. No trust of
which such Stockholder is a trustee requires the consent of any beneficiary
to the execution and delivery of this Agreement or to the consummation of
the transactions contemplated hereby.
(b) THE SUBJECT SHARES. The Stockholder is the record and beneficial
owner of, and has good and marketable title to, the Subject Shares set
forth opposite his or its name on Schedule A attached hereto, free and
clear of any Encumbrances. The Stockholder does not own, of record or
beneficially, any shares of capital stock of Parent other than the Subject
Shares set forth opposite his or its name on Schedule A attached hereto.
The Stockholder has the sole right to vote, and the sole power of
disposition with respect to, such Subject Shares, and none of such Subject
Shares is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting or disposition of such Subject
Shares, except as contemplated by this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to each Stockholder that the Company has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Company, and the consummation of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable in
accordance with its terms. The execution and delivery of this Agreement do not,
and the consummation of the transactions contemplated hereby and compliance with
the terms hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any provision
of, the certificate of incorporation or by-laws of the Company, any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule or regulation applicable to
the Company or to the Company's property or assets.
<PAGE>
3
3. AGREEMENT TO VOTE. Until the termination of this Agreement in
accordance with Section 6, each Stockholder, severally and not jointly, agrees
that, at any meeting of stockholders of Parent called to vote upon the issuance
of Parent Common Stock in the Merger or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval with respect to
the issuance of Parent Common Stock in the Merger is sought, the Stockholder
shall be present (in person or by proxy) and shall vote (or cause to be voted)
all Subject Shares then beneficially owned by such Stockholder in favor of the
issuance of Parent Common Stock in the Merger.
4. FURTHER ASSURANCES. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as the Company may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
5. NO RESTRICTION ON TRANSFER. Nothing in this Agreement shall
limit the right of any Stockholder to sell, transfer, hypothecate, pledge or
otherwise dispose of (collectively, "Transfer") any of the Subject Shares and no
Transferee of any Subject Shares shall have any obligation hereunder.
6. TERMINATION. This Agreement shall terminate upon the earlier of (a)
the date of termination of the Merger Agreement, (b) the date of termination of
the Shareholders Agreement dated as of November 6, 1997 between Fred Meyer, Inc.
and Zell/Chilmark Fund L.P. or (c) the Effective Time.
7. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to the Company in
accordance with Section 8.2 of the Merger Agreement and to the Stockholders
at their respective addresses set forth on Schedule A attached hereto (or
at such other address for a party as shall be specified by like notice).
(c) INTERPRETATION. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include", "includes"
or "including" are used in this
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4
Agreement, they shall be deemed to be followed by the words "without
limitation".
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that each party need not sign the same counterpart.
(e) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement
(including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) is not intended to confer upon any
Person other than the parties hereto any rights or remedies hereunder.
(f) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware regardless
of the laws that might otherwise govern under applicable principles of
conflicts of law thereof.
8. ENFORCEMENT. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court; (iii) agrees that such party will not
bring any action relating to this Agreement or the transactions contemplated
hereby in any court other than a Federal court sitting in the state of Delaware
or a Delaware state court and (iv) waives any right to trial by jury with
respect to any claim or proceeding related to or arising out of this Agreement
or any of the transactions contemplated hereby.
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5
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its officer thereunto duly authorized and each Stockholder has signed this
Agreement, all as of the date first written above.
QUALITY FOOD CENTERS, INC.
By:
----------------------------------------------
Name:
Title:
STOCKHOLDERS:
THE YUCAIPA COMPANIES
By:
----------------------------------------------
Name: Ronald W. Burkle
Title: General Partner
YUCAIPA ARIZONA PARTNERS, L.P.
YUCAIPA SMITTY'S PARTNERS, L.P.
YUCAIPA SMITTY'S PARTNERS II, L.P.
YUCAIPA SSV PARTNERS, L.P.
By: THE YUCAIPA COMPANIES as the
General Partner of each of the
entities listed above
By:
----------------------------------------------
Name: Ronald W. Burkle
Title: General Partner
-------------------------------------------------
Name: Jeffrey P. Smith
-------------------------------------------------
Name: Fred L. Smith
-------------------------------------------------
Name: Richard D. Smith
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6
THE DEE GLENN MARITAL TRUST
By:
----------------------------------------------
Name: Jeffrey P. Smith
Title: Trustee
THE TRUST FOR THE CHILDREN OF
JEFFREY P. SMITH
By:
----------------------------------------------
Name: Jeffrey P. Smith
Title: Trustee
THE TRUST FOR THE CHILDREN OF
FRED L. SMITH
By:
----------------------------------------------
Name: Fred L. Smith
Title: Trustee
THE TRUST FOR THE CHILDREN OF
RICHARD D. SMITH
By:
----------------------------------------------
Name: Richard D. Smith
Title: Trustee
<PAGE>
7
SCHEDULE A
NAME SHARE OF FRED MEYER, INC.
---- COMMON STOCK
-------------------------
The Yucaipa Companies 420,000
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa Arizona Partners, L.P. 574,522
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa Smitty's Partners, L.P. 631,400
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa Smitty's Partners II, L.P. 287,264
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Yucaipa SSV Partners, L.P. 2,815,620
c/o The Yucaipa Companies
10000 Santa Monica Boulevard, 5th Floor
Los Angeles, CA 90067
Jeffrey P. Smith 1,372,994
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101
Fred L. Smith 530,686
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101
Dee Glen Smith Marital Trust I 471,002
c/o Ida W. Smith
1066 North East Capital Blvd.
Salt Lake City, UT 84103
Trust for the Children of Jeffrey P. Smith 1,176,740
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101
Trust for the Children of Fred L. Smith 1,383,996
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, UT 84101
----------
- -------------------
(1) The children of Fred L. Smith have individual trusts of shares of
Class A Common Stock. Fred L. Smith is the trustee and the trusts are
as follows: Fred Lloyd Smith Trust -- 41,353 shares, Staci Elaine
Smith Trust -- 28,670 shares and Zachary Dee Smith Trust -- 28,670
shares
