QUALITY FOOD CENTERS INC
8-K, 1998-02-06
GROCERY STORES
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<PAGE>   1




                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                  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): February 4, 1998

                         QUALITY FOOD CENTERS, INC.

           (Exact name of registrant as specified in its charter)




         WASHINGTON                     0-15590                  91-1330075    
(State of other jurisdiction     (Commission File Number)     (I.R.S. Employer 
incorporation or organization)                              Identification No.)




                           10112 N.E. 10TH STREET
                            BELLEVUE, WASHINGTON
                  (Address of principal executive offices)



                               (206) 455-3761
                       (Registrant's telephone number,
                            including area code)



<PAGE>   2

Item 5.  Other Events.

     On February 4, 1998, Quality Food Centers, Inc. ("QFC") issued a press
release summarizing certain financial data released by QFC, a copy of which is
attached hereto as exhibit 99.1 and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits
         
         99.1     Press release dated February 4, 1998 announcing the release 
                  of QFC's Consolidated Financial Highlights








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<PAGE>   3


                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
      Exchange Act of 1934, the registrant has duly caused this report to be
      signed on its behalf by the undersigned, thereunto duly authorized.


      Date:  February 5, 1998               QUALITY FOOD CENTERS, INC.


                                            By   /s/ Marc W. Evanger
                                                 ---------------------
                                                 Marc W. Evanger
                                                 Senior Vice President

























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<PAGE>   4

                                EXHIBIT INDEX



<TABLE>
<CAPTION>
                                                                                
Ex. No.  Description                                                            
- -------  -----------                                                            
<S>      <C>                                                                    
99.1     Press release dated February 4, 1998 announcing the                    
         release of QFC's Consolidated Financial Highlights                     
</TABLE>




















              
              
                                      4

<PAGE>   1



ANALYST CONTACT                                              MEDIA CONTACT
Marc Evanger                                                 MWW/Savitt
Sr. Vice President, Chief Financial Officer                  Kerry Sturgill
(425) 462-2177                                               (206) 689-8505
===============================================================================

            QFC REPORTS RECORD FOURTH QUARTER & YEAR END RESULTS

Bellevue, Washington - February 4, 1998 - Quality Food Centers, Inc. (QFC)
(NYSE:XQ) announced today that the company's record growth continued in the
fourth quarter of 1997.  The company reported record sales, operating income,
net earnings and earnings per share for the 16 and 52 weeks ended December 27,
1997.

QFC's fourth quarter sales were $652.8 million, a 152.9% increase over the
prior year.  Same store sales increased approximately 1% in the fourth quarter
versus a year ago, in spite of approximately 0.5% food price deflation.  Sales
for the year were $1.9 billion, a 133.2% increase over 1996, with same-store
sales increasing 2.0%.

"Our total sales increase reflects the acquisition of Hughes Markets in
Southern California in March 1997 and strong increases in the Pacific
Northwest.  In addition to strong same store sales, QFC sales in the Pacific
Northwest reflected the addition of two Food Giant stores acquired in the
fourth quarter of 1996, 25 Keith Uddenberg, Inc. (KUI) stores acquired in
February 1997,  the acquisition of a store in Port Hadlock in June 1997, the
opening of the new Harvard Market store in April 1997, and 20 store remodels
completed in 1997," said Marc Evanger, Senior Vice President and CFO.

Net earnings for the quarter were $13.7 million, a 58.6% increase over the
fourth quarter last year.  Net earnings for the year were $40.0 million, a
57.4% increase versus the same period of 1996.  Earnings per share (EPS) in the
fourth quarter were 62 cents, compared to 57 cents in the same period of 1996,
reflecting approximately seven million additional shares outstanding in 1997
due to QFC's secondary stock offering in March 1997 and $1 million in one-time
expenses  associated with the merger with Fred Meyer, Inc. announced on
November 7, 1997.   EPS for the 52 weeks ended December 27, 1997, were $1.95,
an increase of 14.0% over 1996 EPS of $1.71.  Excluding the 


                                  - more -

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merger expenses, 1997 EPS would have been 64 cents and $1.98 for the fourth     
quarter and 52 weeks, respectively.

Operating income increased 96.2% to $31.8 million for the 16 weeks ending
December 27, 1997, and increased 88.9% to $92.6 million for the year compared
to the same period in 1996.  Earnings before interest, taxes, depreciation,
amortization and LIFO (EBITDA) were $47.1 million, up 108.5% for the quarter
versus the prior year.  As a percentage of sales, EBITDA was 7.2% for the
fourth quarter of 1997 compared to 8.7% for the same period in 1996. The
reduction in EBITDA margin was expected with the addition in 1997 of lower
margin KUI and Hughes stores.  EBITDA for the year was $136.3 million, an
increase of 97.1% over 1996.

"These results reflect continued progress toward integrating our acquisitions.
We are seeing margin growth in the acquired stores and are beginning to see the
benefits of our larger scale," Evanger noted.  "Our strong results reflect the
outstanding efforts of 11,000 people in the Pacific Northwest and Southern
California, continually improving merchandising and customer service to
ever-higher standards."

The Fred Meyer merger is expected to close by mid-March 1998.  At that point,
QFC will become a wholly owned subsidiary of Fred Meyer, Inc. and will continue
to be operated by QFC's current management team.  Dan Kourkoumelis, President
and CEO, commented, "We look forward to creating a quality partnership that
rewards our customers, employees and shareholders through two distinct and
complementary formats."

Kourkoumelis continued, "The merger will support our plans to continue our
growth in the Pacific Northwest.  We expect to open six to nine new stores and
remodel 10 -15 stores over the next year.  Our expansion of QFC into the
southern and western areas of the Puget Sound region continues with new and
remodeled stores in major markets such as Olympia, and on the Olympic
peninsula.  Expansion into the greater Portland, Oregon area also is continuing
as planned. We have two stores under construction in West Portland that will
open in April 1998," added Kourkoumelis.

QFC is the second-largest supermarket chain in the Puget Sound region of
Washington state, with 89 stores and more than 6,000 employees.  QFC also owns
and operates Hughes Family Markets,  a 56-store supermarket chain serving
Southern California, with more than 5,000 employees based in Irwindale,
California.  QFC has become a leading regional operator of premium supermarkets
by providing customers with a high value shopping experience through superior
quality, service and convenience at a fair price.


<PAGE>   3


QFC's press releases are available at no charge by calling PR Newswire at
1-800-758-5804, ext. 134257, or visiting PR Newswire's web site at
http://www.prnewswire.com.

























<PAGE>   4
QUALITY FOOD CENTERS, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                   16 WEEKS ENDED 
                                               ======================================================
                                                 DEC 27,       % OF   DEC 28,       % OF        %                             
                                                  1997        SALES    1996         SALES     CHANGE 
                                               ------------------------------------------------------  
<S>                                            <C>           <C>     <C>           <C>        <C>
 Sales                                         $652,854      100.0%  $258,115      100.0%     152.9%                        
                                                                                                                            
 Cost of sales and related                                                                                                  
    occupancy expenses                          490,619       75.1%   193,398       74.9%     153.7%                        
                                                                                                                            
 Marketing, general and                                                                                                     
    administrative expenses                     130,392       20.0%    48,487       18.8%     168.9%                        
                                               ------------------------------------------------------   
 Operating Income                                31,843        4.9%    16,230        6.3%      96.2%                        
                                                                                                                            
 Interest Income                                    990        0.1%       166        0.1%     496.4%                        
 Interest Expense                               (10,395)      -1.6%    (2,989)      -1.2%     247.8%                        
                                               ------------------------------------------------------    
 Earnings before income taxes                    22,438        3.4%    13,407        5.2%      67.4%                        
                                                                                                                            
 Income taxes                                     8,760        1.3%     4,784        1.9%      83.1%                        
                                               ------------------------------------------------------    
 Net earnings                                   $13,678        2.1%    $8,623        3.3%      58.6%                        
                                               ======================================================  
 EBITDA                                         $47,092        7.2%   $22,584        8.7%     108.5%                        
                                               ======================================================   
 Earnings per share                               $0.62                 $0.57                   8.8%                        
                                               ========              ========                ========    
 Weighted average shares                         22,169                15,140                  46.4%                        
                                               ========              ========                ========    

 Consolidated Balance Sheet Information:

    Total Cash and Cash Equivalents:            $44,702               $14,571
    Total Assets                                984,570               304,017
    Long-term Debt, including current                      
         portion                                364,293               145,000
    Capitalized Lease Obligations                31,098    
    Shareholders' Equity                        351,785                76,798



<CAPTION>
                                                                 52 WEEKS ENDED
                                            =========================================================
                                               DEC 27,        % OF    DEC 28,       % OF        %
                                                1997         SALES     1996        SALES      CHANGE
                                            ---------------------------------------------------------
<S>                                          <C>            <C>      <C>          <C>         <C>
 Sales                                       $1,878,115      100.0%  $805,281      100.0%     133.2%
                                               
 Cost of sales and related                     
    occupancy expenses                        1,417,081      75.5%    603,947       75.0%     134.6%   
                                                                                                       
 Marketing, general and                                                                                
    administrative expenses                     368,457      19.6%    152,337       18.9%     141.9%   
                                            ---------------------------------------------------------
 Operating Income                                92,577       4.9%     48,997        6.1%      88.9%   
                                                                                                       
 Interest Income                                  2,591       0.1%        467        0.1%     454.8%   
 Interest Expense                               (29,181)     -1.5%     (9,890)      -1.3%     195.1%   
                                            ---------------------------------------------------------   
 Earnings before income taxes                    65,987       3.5%     39,574        4.9%      66.7%   
                                                                                                       
 Income taxes                                    25,980       1.4%     14,156        1.7%      83.5%   
                                            ---------------------------------------------------------  
 Net earnings                                   $40,007       2.1%    $25,418        3.2%      57.4%   
                                            =========================================================   
 EBITDA                                        $136,287       7.3%    $69,150        8.6%      97.1%   
                                            =========================================================   
 Earnings per share                               $1.95                 $1.71                  14.0%   
                                            ===========              ========               =========         
 Weighted average shares                         20,517                14,888                  37.8%
                                            ===========              ========               =========            
</TABLE>
                                               




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