<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1995
REGISTRATION NO. 33-57185
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FOOD 4 LESS SUPERMARKETS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5411 95-4222386
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
SUBSIDIARY REGISTRANTS
ALPHA BETA COMPANY CALIFORNIA 95-1456805
BAY AREA WAREHOUSE STORES, INC. CALIFORNIA 93-1087199
BELL MARKETS, INC. CALIFORNIA 94-1569281
CALA CO. DELAWARE 95-4200005
CALA FOODS, INC. CALIFORNIA 94-1342664
FALLEY'S, INC. KANSAS 48-0605992
FOOD 4 LESS OF CALIFORNIA, INC. CALIFORNIA 33-0293011
FOOD 4 LESS GM, INC. CALIFORNIA 95-4390407
FOOD 4 LESS MERCHANDISING, INC. CALIFORNIA 33-0483193
FOOD 4 LESS OF SOUTHERN CALIFORNIA, INC. DELAWARE 33-0483203
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
777 SOUTH HARBOR BOULEVARD
LA HABRA, CALIFORNIA 90631
(714) 738-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
------------------------
MARK A. RESNIK, ESQ.
VICE PRESIDENT AND SECRETARY
FOOD 4 LESS SUPERMARKETS, INC.
777 SOUTH HARBOR BOULEVARD
LA HABRA, CALIFORNIA 90631
(714) 738-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
THOMAS C. SADLER, ESQ. WILLIAM M. HARTNETT, ESQ.
PAMELA B. KELLY, ESQ. CAHILL GORDON & REINDEL
LATHAM & WATKINS 80 PINE STREET
633 WEST FIFTH STREET NEW YORK, NEW YORK 10005
LOS ANGELES, CALIFORNIA 90071 (212) 701-3000
(213) 485-1234
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. / /
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
FOOD 4 LESS SUPERMARKETS, INC.
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404(a) AND ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM NO. FORM S-1 CAPTION PROSPECTUS CAPTION
-------- ----------------------------------------- -----------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................... Facing Page; Cross Reference Sheet;
Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ Inside Front Cover Page; Outside Back
Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges....... Summary; Risk Factors; Business; Selected
Historical Financial Data of Food 4
Less
4. Use of Proceeds.......................... Summary; The Merger and the Financing;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
5. Determination of Offering Price.......... *
6. Dilution................................. *
7. Selling Security Holders................. *
8. Plan of Distribution..................... Underwriting
9. Description of Securities to be
Registered............................... Summary; Description of the New Notes
10. Interests of Named Experts and Counsel... *
11. Information with Respect to the
Registrant............................... Summary; Selected Historical Financial
Data of Food 4 Less; Pro Forma
Capitalization; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Executive Compensation;
Principal Stockholders; Certain
Relationships and Related Transactions;
Consolidated Financial Statements of
Food 4 Less; Consolidated Financial
Statements of RSI; Unaudited Pro Forma
Combined Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. *
</TABLE>
---------------
* Inapplicable
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 24, 1995
PROSPECTUS
[LOGO] FOOD 4 LESS SUPERMARKETS, INC. [LOGO]
[FOOD 4 LESS] TO BE COMBINED THROUGH MERGER WITH [RALPHS]
RALPHS GROCERY COMPANY
$295,000,000 % SENIOR NOTES DUE 2004
$200,000,000 % SENIOR SUBORDINATED NOTES DUE 2005
------------------------
Food 4 Less Supermarkets, Inc. ("Food 4 Less") is offering $295,000,000
aggregate principal amount of its % Senior Notes due 2004 (the "New
Senior Notes") and $200,000,000 aggregate principal amount of its % Senior
Subordinated Notes due 2005 (the "New Senior Subordinated Notes" and, together
with the New Senior Notes, the "New Notes"). The offering of the New Notes
made hereby (the "Offering") is part of the financing required to consummate
the proposed merger (the "RSI Merger") of Food 4 Less with and into Ralphs
Supermarkets, Inc. ("RSI"). Immediately following the RSI Merger, Ralphs
Grocery Company ("RGC"), a wholly-owned subsidiary of RSI, will merge with
and into RSI (the "RGC Merger," and together with the RSI Merger, the
"Merger") and RSI will change its name to Ralphs Grocery Company ("Ralphs
Grocery Company" or the "Company"). As a result of the Merger, the New
Notes will be the obligations of the Company.
Interest on the New Notes will be payable semiannually on each June 1 and
December 1, commencing on December 1, 1995, at the rate set forth above. The New
Senior Notes will mature on June 1, 2004 and the New Senior Subordinated Notes
will mature on June 1, 2005. The New Notes will be redeemable, in whole or in
part, at the option of the Company, at any time on and after June 1, 2000 at the
respective redemption prices set forth herein, plus accrued and unpaid interest
to the redemption date. In addition, on or prior to June 1, 1998, the Company
may, at its option, use the net cash proceeds of one or more Public Equity
Offerings (as defined) to redeem up to an aggregate of 35% of the New Senior
Notes originally issued and up to 35% of the New Senior Subordinated Notes
originally issued, at the respective redemption prices set forth herein plus
accrued and unpaid interest to the redemption date. Upon a Change of Control (as
defined) each holder of New Notes has the right to require the Company to
repurchase such holder's New Notes at a price equal to 101% of their principal
amount plus accrued and unpaid interest to the date of repurchase. In addition,
subject to certain conditions, the Company will be obligated to make an offer to
repurchase the New Notes at 100% of their principal amount, plus accrued and
unpaid interest to the date of repurchase, with the net cash proceeds of certain
sales or other dispositions of assets.
------------------------
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY POTENTIAL INVESTORS.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
===========================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(3)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per New Senior Note...................... % % %
-----------------------------------------------------------------------------------------------------------
Per New Senior Subordinated Note......... % % %
-----------------------------------------------------------------------------------------------------------
Total.................................... $ $ $
===========================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from , 1995.
(2) Food 4 Less and the Subsidiary Guarantors (as defined), jointly and
severally, have agreed to indemnify the Underwriters (as defined) against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(3) Before deducting expenses payable by Food 4 Less, estimated at $ .
------------------------
The New Notes are offered by the Underwriters, subject to prior sale, when,
as and if delivered to and accepted by the Underwriters, and subject to approval
of certain legal matters by counsel. It is expected that delivery of the New
Notes will be made on or about , 1995, at the offices of BT Securities
Corporation, One Bankers Trust Plaza, New York, New York.
------------------------
BT SECURITIES CORPORATION
CS FIRST BOSTON
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
------------------------
The date of this Prospectus is , 1995
<PAGE> 4
(cover page continued)
The New Senior Notes will be senior unsecured obligations of the Company
and will rank pari passu in right of payment with other senior unsecured
indebtedness of the Company. However, the New Senior Notes will be effectively
subordinated to all secured indebtedness of the Company and its subsidiaries,
including indebtedness under the New Credit Facility (as defined). See "Risk
Factors -- Corporate Structure; Effects of Asset Encumbrances." The New Senior
Notes will rank senior in right of payment to all subordinated indebtedness of
the Company, including the New Senior Subordinated Notes, the F4L Senior
Subordinated Notes (as defined) and the Old RGC Notes (as defined), if any. At
January 29, 1995, on a pro forma basis after giving effect to the Merger and the
Financing (as defined) (and certain related assumptions), the Company and its
subsidiaries would have had outstanding $1,046.1 million aggregate principal
amount of secured indebtedness.
The New Senior Subordinated Notes will be senior subordinated unsecured
obligations of the Company and will be subordinated in right of payment to all
Senior Indebtedness (as defined) of the Company, including the Company's
obligations under the New Credit Facility, the New Senior Notes and the Old F4L
Senior Notes (as defined), if any. At January 29, 1995, on a pro forma basis
after giving effect to the Merger and the Financing (and certain related
assumptions), the aggregate outstanding amount of Senior Indebtedness of the
Company (excluding Company guarantees of certain Guarantor Senior Indebtedness
(as defined)) would have been approximately $1,501.0 million and the aggregate
outstanding amount of Guarantor Senior Indebtedness of the Subsidiary Guarantors
(excluding guarantees by Subsidiary Guarantors of certain Senior Indebtedness of
the Company) would have been approximately $16.9 million and the Company would
have had $185.1 million available to be borrowed under the New Revolving
Facility (as defined).
The New Senior Notes will be unconditionally guaranteed (the "Senior Note
Guarantees") on a senior unsecured basis by each of the Company's wholly-owned
subsidiaries (the "Subsidiary Guarantors") and the New Senior Subordinated Notes
will be unconditionally guaranteed (the "Senior Subordinated Note Guarantees"
and, together with the Senior Note Guarantees, the "Guarantees") on a senior
subordinated unsecured basis by each of the Subsidiary Guarantors. Upon the
issuance of the New Notes, the Subsidiary Guarantors will be Alpha Beta Company,
Bay Area Warehouse Stores, Inc., Bell Markets, Inc., Cala Co., Cala Foods, Inc.,
Falley's Inc., Food 4 Less of California, Inc., Food 4 Less GM, Inc., Food 4
Less Merchandising, Inc., and Food 4 Less of Southern California, Inc. The
Guarantees of the New Notes will be released upon the occurrence of certain
events. See "Description of the New Notes -- Guarantees."
Concurrently with this Offering, (i) Food 4 Less is (A) offering to holders
of its 10.45% Senior Notes due 2000 (the "Old F4L Senior Notes") to exchange
such Old F4L Senior Notes for additional New Senior Notes (which will be part of
the same issue as the New Senior Notes offered hereby) plus $5.00 in cash for
each $1,000 principal amount of Old F4L Senior Notes exchanged and to holders of
its 13.75% Senior Subordinated Notes due 2001 (the "Old F4L Senior Subordinated
Notes," and together with the Old F4L Senior Notes, the "Old F4L Notes") to
exchange such Old F4L Senior Subordinated Notes for new 13.75% Senior
Subordinated Notes due 2005 (the "New F4L Senior Subordinated Notes," and
together with the New Senior Notes, the "New F4L Notes") plus $20.00 in cash for
each $1,000 principal amount of Old F4L Senior Subordinated Notes exchanged, (B)
soliciting consents from holders of the Old F4L Notes to certain amendments to
the indentures (collectively, the "Old F4L Indentures"), under which the Old F4L
Notes were issued (such transactions being referred to herein collectively as
the "F4L Exchange Offers"), (C) offering to holders of RGC's 9% Senior
Subordinated Notes due 2003 (the "Old RGC 9% Notes") and to holders of RGC's
10 1/4% Senior Subordinated Notes due 2002 (the "Old RGC 10 1/4% Notes," and
together with the Old RGC 9% Notes, the "Old RGC Notes") (1) to exchange such
Old RGC Notes for additional New Senior Subordinated Notes (which will be part
of the same issue as the New Senior Subordinated Notes offered hereby) plus
$20.00 in cash for each $1,000 principal amount of Old RGC Notes exchanged and
(2) to purchase any or all of such holders' Old RGC Notes for $1,010.00 in cash
per $1,000 principal amount of Old RGC Notes accepted for purchase, plus accrued
and unpaid interest thereon and (D) soliciting consents from the holders of Old
RGC Notes to certain amendments to the indentures (collectively, the "Old RGC
Indentures") under which the Old RGC Notes were issued (such transactions being
referred to herein collectively as the "RGC Offers," and together with the F4L
Exchange Offers, the "Exchange Offers") and
ii
<PAGE> 5
(cover page continued)
(ii) Food 4 Less Holdings, Inc. ("Holdings"), which currently owns 100% of the
outstanding stock of Food 4 Less, is (A) offering to holders of its 15.25%
Senior Discount Notes due 2004 (the "Discount Notes") to purchase such Discount
Notes for $785.00 in cash, plus accrued cash interest thereon at a rate of
15.25% per annum from and after March 15, 1995 until the Closing Date (as
defined) for each $1,000 principal amount (at maturity) of Discount Notes
accepted for purchase and (B) soliciting consents from the holders of Discount
Notes to certain amendments to the indenture (the "Discount Note Indenture")
under which the Discount Notes were issued (such transactions being referred to
herein collectively as the "Holdings Offer to Purchase"). Prior to the Merger,
Holdings' parent corporation, Food 4 Less, Inc. ("FFL"), will merge with and
into Holdings, which will be the surviving corporation (the "FFL Merger").
Immediately following the FFL Merger, Holdings will change its jurisdiction of
incorporation by merging into a newly-formed, wholly-owned subsidiary
incorporated in Delaware ("New Holdings"). See "The Merger and the Financing,"
"Description of Holding Company Indebtedness" and "The Exchange Offers." The New
F4L Senior Subordinated Notes and any Old F4L Senior Subordinated Notes not
exchanged in the F4L Exchange Offers are collectively referred to herein as the
"F4L Senior Subordinated Notes."
Concurrently with the consummation of this Offering and the Other Debt
Financing Transactions (as defined), Food 4 Less and RGC intend to obtain new
senior financing (the "Bank Financing") pursuant to a senior bank facility of up
to $1,075 million (the "New Credit Facility") and to obtain $140 million in cash
equity financing (the "New Equity Investment"). In addition, New Holdings will
issue as part of the consideration for the RSI Merger $131.5 million aggregate
principal amount of 13 5/8% Senior Subordinated Pay-In-Kind Debentures due 2007
(the "Seller Debentures") and will issue (the "New Discount Debenture
Placement") up to $100 million in initial accreted value of 13 5/8% Senior
Discount Debentures due 2005 (the "New Discount Debentures"). See "The Merger
and the Financing." The Exchange Offers, the Holdings Offer to Purchase and the
New Discount Debenture Placement are sometimes hereinafter referred to as the
"Other Debt Financing Transactions."
Standard & Poor's Ratings Group ("Standard & Poor's") has publicly
announced that, upon consummation of the Merger, it intends to assign a new
rating to the Old RGC Notes. Such new rating assignment, if implemented, would
constitute a Rating Decline (as defined) under the Old RGC Indentures. The
consummation of the Merger (which is conditioned on, among other things,
successful consummation of this Offering, the Other Debt Financing Transactions,
the New Equity Investment and the Bank Financing) and the resulting change in
composition of the Board of Directors of RGC, together with the anticipated
Rating Decline, would constitute a Change of Control Triggering Event (as
defined) under the Old RGC Indentures. Although Food 4 Less does not anticipate
that there will be a significant amount of Old RGC Notes outstanding following
consummation of the RGC Offers, upon such a Change of Control Triggering Event
the Company would be obligated to make a change of control purchase offer
following the consummation of the Merger for all outstanding Old RGC Notes at
101% of the principal amount thereof plus accrued and unpaid interest to the
date of purchase (the "Change of Control Offer"). The Merger will not constitute
a change of control under the Old F4L Indentures or the Discount Note Indenture
and no change of control purchase offer will be made with respect to the Old F4L
Notes or the Discount Notes.
iii
<PAGE> 6
(cover page continued)
FOR CALIFORNIA RESIDENTS ONLY
WITH RESPECT TO SALES OF THE SECURITIES BEING OFFERED HEREBY TO
CALIFORNIA RESIDENTS, SUCH SECURITIES MAY BE SOLD ONLY TO (1)
"ACCREDITED INVESTORS" WITHIN THE MEANING OF REGULATION D UNDER THE
SECURITIES ACT OF 1933, (2) BANKS, SAVINGS AND LOAN ASSOCIATIONS,
TRUST COMPANIES, INSURANCE COMPANIES, INVESTMENT COMPANIES REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, PENSION AND PROFIT SHARING
TRUSTS, ANY CORPORATIONS OR OTHER ENTITIES WHICH, TOGETHER WITH SUCH
CORPORATION'S OR OTHER ENTITY'S AFFILIATES, HAVE A NET WORTH ON A
CONSOLIDATED BASIS ACCORDING TO THEIR MOST RECENT REGULARLY PREPARED
FINANCIAL STATEMENTS (WHICH SHALL HAVE BEEN REVIEWED, BUT NOT
NECESSARILY AUDITED, BY OUTSIDE ACCOUNTANTS) OF NOT LESS THAN
$14,000,000 AND SUBSIDIARIES OF THE FOREGOING, (3) ANY CORPORATION,
PARTNERSHIP OR ORGANIZATION (OTHER THAN A CORPORATION, PARTNERSHIP OR
ORGANIZATION FORMED FOR THE SOLE PURPOSE OF PURCHASING THE SECURITIES
BEING OFFERED HEREBY) WHO PURCHASES AT LEAST $1,000,000 AGGREGATE
AMOUNT OF THE SECURITIES OFFERED HEREBY, OR (4) ANY NATURAL PERSON WHO
(A) HAS INCOME OF $65,000 AND A NET WORTH OF $250,000, OR (B) HAS A
NET WORTH OF $500,000 (IN EACH CASE, EXCLUDING HOME, HOME FURNISHINGS
AND PERSONAL AUTOMOBILES). EACH CALIFORNIA RESIDENT PURCHASING THE
SECURITIES OFFERED HEREBY WILL BE DEEMED TO REPRESENT BY SUCH PURCHASE
THAT IT COMES WITHIN ONE OF THE AFOREMENTIONED CATEGORIES AND THAT IT
WILL NOT SELL OR OTHERWISE TRANSFER SUCH SECURITY TO A CALIFORNIA
RESIDENT UNLESS THE TRANSFEREE COMES WITHIN ONE OF THE AFOREMENTIONED
CATEGORIES AND THAT IT WILL ADVISE THE TRANSFEREE OF THIS CONDITION
WHICH TRANSFEREE, BY BECOMING SUCH, WILL BE DEEMED TO BE BOUND BY THE
SAME RESTRICTIONS ON RESALE.
iv
<PAGE> 7
(cover page continued)
AVAILABLE INFORMATION
Food 4 Less has filed a Registration Statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act") with respect to the New Notes. Each of Food 4 Less and RGC is subject to
the reporting and other informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder, and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by
Food 4 Less or RGC with the Commission can be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the following regional offices
of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048; and Chicago Regional Office, Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60601. Copies of such
materials can also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, whether or not it is required to do so by the rules and
regulations of the Commission, the Company will be obligated under the
respective indentures governing the New Notes (the "New Indentures") to file
with the Commission (i) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K, including a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and, with respect to the annual information
only, a report thereon by the Company's independent certified public accountants
and (ii) all reports that would be required to be filed with the Commission on
Form 8-K. The Company intends to furnish to each holder of New Notes, upon their
request, annual reports containing audited financial statements and quarterly
reports containing unaudited financial information for the first three quarters
of each fiscal year. Any such request should be directed to Jan Charles Gray,
Esq., Senior Vice President, General Counsel and Secretary of Ralphs Grocery
Company at 1100 West Artesia Boulevard, Compton, California 90220, telephone
number (310) 884-4000.
This Prospectus summarizes the contents and terms of documents not included
herewith. These documents are available upon request from, as applicable, Food 4
Less at 777 South Harbor Blvd., La Habra, California 90631, telephone number
(714) 738-2000, Attn: Linda McLoughlin Figel, Investor Relations; RGC at 1100
West Artesia Blvd., Compton, California 90220, telephone number (310) 884-4000,
Attn: Jan Charles Gray, Esq., Senior Vice President, General Counsel and
Secretary.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW SENIOR
NOTES OR THE NEW SENIOR SUBORDINATED NOTES AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
v
<PAGE> 8
SUMMARY
The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial data, including
the Financial Statements and notes thereto, appearing elsewhere in this
Prospectus. Unless the context otherwise requires, the terms "Food 4 Less" and
"Ralphs," as used herein, refer to Food 4 Less and RSI and their consolidated
subsidiaries, respectively, prior to the consummation of the Merger. The
"Company" refers to Ralphs Grocery Company as the surviving and renamed
corporation following the consummation of the Merger and includes, unless the
context otherwise requires, all of its consolidated subsidiaries. As used
herein, "Southern California" means Los Angeles, Orange, Ventura, San
Bernardino, Riverside and San Diego counties. Except as otherwise stated,
references in this Prospectus to numbers of stores prior to the consummation of
the Merger are as of October 1, 1994. References to the "pro forma" number of
stores to be operated by the Company following the consummation of the Merger
are based on October 1, 1994 totals, but give effect to certain anticipated
store conversions, divestitures and closings.
THE COMPANY
The combination of Ralphs Grocery Company and Food 4 Less Supermarkets,
Inc. will create the largest food retailer in Southern California. Pro forma for
the Merger, the Company will operate approximately 332 Southern California
stores with an estimated 26% market share among the area's supermarkets. The
Company will operate the second largest conventional supermarket chain in the
region under the "Ralphs" name and the largest warehouse supermarket chain under
the "Food 4 Less" name. In addition, the Company will operate approximately 24
conventional format stores and 39 warehouse format stores in Northern California
and the Midwest. Management believes that by the end of the fourth full year of
combined operations, approximately $90 million in net annual cost savings will
be achieved as a result of the Merger. Pro forma for the Merger, the Company
would have had sales of approximately $5.1 billion and $3.1 billion, operating
income of approximately $183 million and $99 million and EBITDA (as defined) of
approximately $343 million and $211 million for the 52 weeks ended June 25, 1994
and the 31 weeks ended January 29, 1995, respectively. Management believes the
Merger will enhance the growth and profitability of Ralphs and Food 4 Less by
providing the Company with the following benefits:
- TWO LEADING COMPLEMENTARY FORMATS. The Company will operate its conventional
supermarkets in Southern California under the "Ralphs" name and all of its
price impact warehouse format stores in Southern California under the "Food 4
Less" name. Pro forma for the Merger and certain planned store conversions,
the Company will operate 264 Ralphs conventional format stores and 68 Food 4
Less warehouse format stores in the region. The Ralphs stores will continue to
emphasize a broad selection of merchandise, high quality fresh produce, meat
and seafood and service departments, including bakery and delicatessen
departments in most stores. The Company's conventional stores will also
benefit from Ralphs' strong private label program and its strengths in
merchandising, store operations and systems. Passing on format-related
efficiencies, the price impact warehouse format stores will continue to offer
consumers the lowest overall prices while providing product selections
comparable to conventional supermarkets. Management believes the Food 4 Less
warehouse format has demonstrated its appeal to a wide range of demographic
groups in Southern California and offers a significant opportunity for future
growth. The Company plans to open nine new Food 4 Less warehouse stores and 21
new Ralphs stores over the next two years.
- SUBSTANTIAL COST SAVINGS OPPORTUNITIES. Management believes that approximately
$90 million of net annual cost savings (as compared to such costs for the pro
forma combined fiscal year ended June 25, 1994) will be achieved by the end of
the fourth full year of combined operations. It is also anticipated that
approximately $117 million in Merger-related capital expenditures and $50
million of other non-recurring costs will be required to complete store
conversions, integrate operations and expand warehouse facilities over the
same period. Although a portion of the anticipated cost savings is premised
upon the completion of such capital expenditures, management believes that
over 70% of the cost savings could be achieved without making any
Merger-related capital expenditures.
1
<PAGE> 9
The following anticipated savings are based on estimates and assumptions
made by the Company that are inherently uncertain, though considered reasonable
by the Company, and are subject to significant business, economic and
competitive uncertainties and contingencies, all of which are difficult to
predict and many of which are beyond the control of management. There can be no
assurance that such savings will be achieved. The sum of the components of the
estimated annual cost savings exceeds $90 million; however, management's
estimate of $90 million in net annual cost savings gives effect to an offsetting
adjustment to reflect its expectation that a portion of the savings will be
reinvested in the Company's operations. See "Risk Factors -- Ability to Achieve
Anticipated Cost Savings."
-- REDUCED ADVERTISING EXPENSES. Consolidating the conventional format stores
in Southern California under the "Ralphs" name will eliminate most of the
separate advertising associated with Food 4 Less' existing Alpha Beta, Boys
and Viva formats. Since Ralphs' current advertising program covers the
Southern California region, the Company will be able to advertise for all
of its Southern California stores under the existing Ralphs program.
Management estimates that there will be annual advertising cost savings of
approximately $28 million as compared to such costs for the pro forma
combined fiscal year ended June 25, 1994. Because of reductions in certain
advertising expenses that Food 4 Less has already begun to implement and
certain refinements in the post-Merger advertising plan, actual cost
savings related to advertising expenses are presently expected to be $19
million in the first full year of combined operations following the Merger
as compared to the current annualized costs.
-- REDUCED STORE OPERATIONS EXPENSE. Management expects to reduce store
operations costs as a result of both reduced labor and benefit costs and
reduced non-labor expenses. Store-level labor savings will be achieved when
Ralphs' labor scheduling, computerized record keeping and other advanced
store systems are applied to the Food 4 Less store base. In addition,
management believes that the adoption of Ralphs' store systems in non-labor
areas, such as energy management, safety programs and pooled supply
purchasing, will produce further annual cost savings. Management estimates
that annual store operations cost savings of approximately $21 million will
be achieved by the fourth full year of combined operations after certain
required capital expenditures are made.
-- INCREASED VOLUME PURCHASING EFFICIENCIES. The combined volume requirements
and leading market position of the Company should generally allow the
Company to obtain improved terms from vendors, including suppliers of
products carried on an exclusive or promoted basis, and to convert some
less-than-truckload shipping quantities to full truckload quantities.
Management estimates that annual purchasing cost savings of approximately
$19 million will be achieved by the second full year of combined
operations.
-- WAREHOUSING AND DISTRIBUTION EFFICIENCIES. Consolidating the Company's
warehousing and distribution operations into Ralphs' two primary facilities
located in Compton, California and in the Atwater district of Los Angeles
and Food 4 Less' primary facility located in La Habra, California will
result in lower outside storage, transportation and labor costs. In
addition, occupancy costs will be reduced as a result of the closure of
certain existing facilities. Management estimates that annual warehousing
and distribution cost savings of approximately $16 million will be achieved
by the third full year of combined operations after certain capital
expenditures on existing facilities are completed.
-- CONSOLIDATED MANUFACTURING. Ralphs and Food 4 Less operate manufacturing
facilities that produce similar products or have excess capacity.
Management believes that consolidating meat, bakery, dairy, and other
manufacturing and processing operations, and discontinuing external
purchases of certain goods that can be manufactured internally, will
achieve annual cost savings of approximately $10 million by the second full
year of combined operations.
-- CONSOLIDATED ADMINISTRATIVE FUNCTIONS. The Company expects to achieve
savings from the elimination of redundant administrative staff, the
consolidation of management information systems and a decreased reliance on
certain outside services and consultants. Management estimates that annual
savings of approximately $15 million associated with consolidating
administrative functions will be achieved by the second full year of
combined operations.
- TECHNOLOGICALLY ADVANCED WAREHOUSING AND DISTRIBUTION. The Company will
utilize Ralphs' technologically advanced warehousing and distribution
systems, which include a 17 million cubic foot high-rise
2
<PAGE> 10
automated storage and retrieval system warehouse (the "ASRS") for
non-perishable items and a 5.4 million cubic foot perishable service center
(the "PSC") designed for processing, storing and distributing all perishable
items. These facilities will provide the Company with substantial operating
benefits, including: (i) enhanced turnover to further improve the freshness
and quality of in-store products, (ii) added opportunities in forward buying
programs and (iii) an increased percentage of inventory supplied by the
Company's own warehousing and distribution system. Management believes the
utilization of these facilities and Food 4 Less' La Habra warehouse will
enable the Company to meet the combined inventory requirements of all stores
with fewer employees and lower operating and occupancy-related expenses.
- STORE LOCATIONS. As a result of Ralphs' 122-year history and Alpha Beta
Company's ("Alpha Beta") 91-year history in Southern California, the Company
will have valuable and well established store locations, many of which are in
densely populated metropolitan areas.
- RECENTLY REMODELED AND NEW STORE BASE. The Company will have a modern,
technologically advanced store base. During the five years ended June 25,
1994, on a combined basis, Ralphs and Food 4 Less opened 74 new stores and
remodeled 211 stores. Approximately 84% of the Company's stores have been
opened or remodeled during the last five years.
- EXPERIENCED MANAGEMENT TEAM. The executive officers of the Company have
extensive experience in the supermarket industry. The strength of Ralphs
management expertise is evidenced by Ralphs' reputation for quality and
service, technologically advanced systems, strong store operations and high
historical EBITDA margins. The Food 4 Less management team will provide
valuable experience in operating warehouse supermarkets and in effectively
integrating companies into a combined operation. Following the acquisition of
Alpha Beta in 1991, Food 4 Less management successfully integrated Alpha Beta
with its existing Southern California operations and (within three years)
achieved annual cost savings in excess of $40 million (compared to a
pre-acquisition estimate of approximately $33 million).
THE YUCAIPA COMPANIES
Food 4 Less was organized in 1989 by its sponsor, The Yucaipa Companies
("Yucaipa"), a private investment group which specializes in the supermarket
industry. Yucaipa has a successful track record in acquiring, integrating and
improving the cash flow of supermarket companies. Since 1986, Yucaipa and its
affiliated companies have completed eleven acquisition transactions, including
five acquisitions by Food 4 Less and its subsidiaries. Following completion of
the Merger, Yucaipa and its affiliates will control the Board of Directors of
New Holdings and the Company.
THE MERGER AND THE FINANCING
On September 14, 1994, Food 4 Less Supermarkets, Inc. ("Food 4 Less"), Food
4 Less Holdings, Inc. ("Holdings"), and the parent company of Holdings, Food 4
Less, Inc. ("FFL"), entered into a definitive Agreement and Plan of Merger (the
"Merger Agreement") with Ralphs Supermarkets, Inc. ("RSI") and its stockholders.
Pursuant to the terms of the Merger Agreement, Food 4 Less will be merged with
and into RSI (the "RSI Merger"). Immediately following the RSI Merger, RGC,
which is currently a wholly-owned subsidiary of RSI, will merge with and into
RSI (the "RGC Merger," and together with the RSI Merger, the "Merger"), and RSI
will change its name to Ralphs Grocery Company ("Ralphs Grocery Company" or the
"Company"). Prior to the Merger, FFL will merge with and into Holdings, which
will be the surviving corporation (the "FFL Merger"). Immediately following the
FFL Merger, Holdings will change its jurisdiction of incorporation by merging
into a newly-formed, wholly-owned subsidiary ("New Holdings"), incorporated in
Delaware (the "Reincorporation Merger"). As a result of the Merger, the FFL
Merger and the Reincorporation Merger, the Company will become a wholly-owned
subsidiary of New Holdings. See "-- Corporate Structure." Conditions to the
consummation of the RSI Merger include the receipt of regulatory approvals and
other necessary consents and the completion of financing. The purchase price for
RSI is approximately $1.5 billion, including the assumption of debt. The
consideration payable to the
3
<PAGE> 11
stockholders of RSI consists of $375 million in cash, $131.5 million principal
amount of the Seller Debentures and $18.5 million initial accreted value of the
New Discount Debentures to be issued by New Holdings. New Holdings will use $100
million of the cash received from the New Equity Investment, together with the
Seller Debentures and such New Discount Debentures, to acquire approximately 48%
of the capital stock of RSI immediately prior to consummation of the RSI Merger.
New Holdings will then contribute the $250 million of purchased shares of RSI
stock to Food 4 Less, and pursuant to the RSI Merger the remaining shares of RSI
stock will be acquired for $275 million in cash.
As currently contemplated, the Merger will be financed through the
following transactions (collectively, the "Financing"):
- Borrowings of up to $750 million aggregate principal amount pursuant to
the New Term Loans (as defined) under the New Credit Facility to be
provided by a syndicate of banks led by Bankers Trust Company ("Bankers
Trust"). The New Credit Facility will also provide for a $325 million
revolving credit facility (the "New Revolving Facility"), $8.2 million of
which is anticipated to be drawn at closing.
- The issuance of up to $295 million of New Senior Notes pursuant to this
Offering.
- The issuance of up to $200 million of New Senior Subordinated Notes
pursuant to this Offering.
- The issuance of preferred stock in a private placement by New Holdings to
a group of investors (the "New Equity Investors") led by Apollo Advisors,
L.P. and Apollo Advisors II, L.P. (on behalf of one or more managed
entities) or their respective affiliates and designees ("Apollo") and
including affiliates of BT Securities Corporation ("BT Securities"), CS
First Boston Corporation ("CS First Boston") and Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ") and other institutional
investors, yielding cash proceeds of $140 million pursuant to the New
Equity Investment. Concurrently with the New Equity Investment, the New
Equity Investors will purchase outstanding shares of New Holdings capital
stock from a stockholder of New Holdings for a purchase price of $57.8
million. See "Description of Capital Stock -- New Equity Investment."
- The exchange by Food 4 Less pursuant to the F4L Exchange Offers of (a) up
to $175 million aggregate principal amount of the Old F4L Senior Notes
for up to $175 million aggregate principal amount of New Senior Notes
plus $5.00 in cash per $1,000 principal amount exchanged and (b) up to
$145 million aggregate principal amount of the Old F4L Senior
Subordinated Notes for up to $145 million aggregate principal amount of
the New F4L Senior Subordinated Notes plus $20.00 in cash per $1,000
principal amount exchanged, together with the solicitation of consents
from the holders of the Old F4L Notes to certain amendments to the Old
F4L Indentures. It is a condition to the F4L Exchange Offers that at
least 80% of the outstanding principal amount of the Old F4L Notes are
exchanged pursuant to the F4L Exchange Offers.
- The RGC Offers by Food 4 Less to (i) exchange up to $450 million
aggregate principal amount of the Old RGC Notes for up to $450 million
aggregate principal amount of the New Senior Subordinated Notes plus
$20.00 in cash per $1,000 principal amount of Old RGC Notes exchanged and
(ii) purchase Old RGC Notes for $1,010.00 in cash per $1,000 principal
amount of Old RGC Notes accepted for purchase, together with the
solicitation of consents from the holders of the Old RGC Notes to certain
amendments to the Old RGC Indentures. It is a condition to the RGC Offers
that at least a majority of the outstanding principal amount of the Old
RGC Notes are exchanged for New Senior Subordinated Notes pursuant to the
RGC Offers (the "Minimum Exchange").
- The purchase by New Holdings of approximately 48% of the outstanding
common stock of RSI for an aggregate consideration of $250 million,
consisting of $100 million of the cash proceeds from the New Equity
Investment, $131.5 million principal amount of the Seller Debentures and
$18.5 million initial accreted value of the New Discount Debentures,
followed by the contribution of such common stock of RSI to Food 4 Less.
Pursuant to the RSI Merger, the remaining shares of RSI stock will be
acquired for $275 million in cash.
4
<PAGE> 12
- The placement by New Holdings pursuant to the New Discount Debenture
Placement of $100 million initial accreted value of New Discount
Debentures to a partnership including Yucaipa, the selling stockholders
of Ralphs, an affiliate of George Soros, Apollo, and an affiliate of each
of BT Securities, CS First Boston and DLJ. The $100 million initial
accreted value of New Discount Debentures includes (a) $18.5 million that
will be issued to the RSI stockholders, (b) $15 million, $5 million and
$2.5 million that will be issued to Yucaipa, BT Securities and Apollo,
respectively, in satisfaction of fees otherwise payable by the Company
and New Holdings in connection with the Merger and the Financing and (c)
$59 million that will be issued for cash to the partnership described
above. The $41 million in initial accreted value of New Discount
Debentures to be issued to the RSI stockholders, Apollo, BT Securities
and Yucaipa will be contributed to such partnership by the recipients
thereof.
- The assumption by the Company, pursuant to the Merger, of approximately
$162.9 million of other indebtedness of RGC and Food 4 Less.
- The purchase by Holdings pursuant to the Holdings Offer to Purchase of
Discount Notes for $785.00 in cash, plus accrued cash interest thereon at
a rate of 15.25% per annum from and after March 15, 1995 until the
Closing Date for each $1,000 principal amount (at maturity) of Discount
Notes (which, as of May 1, 1995 had an accreted value of $680.26 per
$1,000) accepted for purchase, together with the solicitation of consents
from the holders of the Discount Notes to certain amendments to the
Discount Note Indenture.
5
<PAGE> 13
The following table illustrates the sources and uses of funds to consummate
the Merger, assuming the transaction occurs as of June 15, 1995. This
presentation assumes that $225.5 million principal amount of Old RGC Notes is
tendered into the RGC Offers in exchange for New Senior Subordinated Notes
(representing 50.1% of the outstanding aggregate principal amount of Old RGC
Notes), $224.5 million principal amount of Old RGC Notes is tendered into the
RGC Offers for cash (representing 49.9% of the outstanding aggregate principal
amount of Old RGC Notes), $256 million principal amount of Old F4L Notes is
tendered into the F4L Exchange Offers (representing 80% of the outstanding
aggregate principal amount of Old F4L Notes) and $103.6 million principal amount
(at maturity) of Discount Notes is tendered into the Holdings Offer to Purchase
(representing 100% of the outstanding aggregate principal amount (at maturity)
of Discount Notes). This presentation assumes the use of the maximum amount of
cash proceeds that could be necessary to consummate the Merger (if holders
representing more than 49.9% of the outstanding principal amount of Old RGC
Notes tender into the RGC Offers in exchange for New RGC Notes, rather than for
cash (i.e. the RGC Minimum Exchange is exceeded), the non-cash sources and cash
uses would be correspondingly adjusted). Although management believes such
assumptions are reasonable under the circumstances, actual sources and uses may
differ from those set forth below depending upon the outcome of the F4L Exchange
Offers, the RGC Offers and the Holdings Offer to Purchase.
For additional information regarding the Financing, see "The Merger and the
Financing."
SOURCES AND USES
(in millions)
<TABLE>
<CAPTION>
CASH SOURCES CASH USES
--------------------------------------------- ---------------------------------------------
<S> <C> <C> <C>
New Term Loans(a)................ $ 750.0 Purchase RSI Common Stock(j)....... $ 375.9
New Revolving Facility(b)........ 8.2 Purchase Old RGC Notes(k).......... 226.8
New Senior Notes(c).............. 295.0 Purchase Discount Notes............ 84.4
New Senior Subordinated Repay Ralphs 1992 Credit
Notes(d)...................... 200.0 Agreement.......................... 238.2
New Equity Investment(e)......... 140.0 Repay F4L Credit Agreement......... 160.8
New Discount Debentures(f)....... 59.0 Pay Accrued Interest(l)............ 32.7
EAR Related Payments(m)............ 22.8
Repay Mortgage Indebtedness(n)..... 194.4
Purchase New Holdings Common
Stock(o)......................... 3.7
Fees and Expenses(p)............... 112.5
-------- --------
Total Cash Sources............ $1,452.2 Total Cash Uses.................... $1,452.2
======= =======
NON-CASH SOURCES NON-CASH USES
--------------------------------------------- ---------------------------------------------
New Senior Notes(g).............. $ 140.0 Old F4L Senior Notes Exchanged..... $ 140.0
Assumed Old F4L Senior Notes..... 35.0 Assumed Old F4L Senior Notes....... 35.0
New F4L Senior Subordinated Old F4L Senior Subordinated Notes
Notes......................... 116.0 Exchanged.......................... 116.0
Assumed Old F4L Senior Assumed Old F4L Senior Subordinated
Subordinated Notes............ 29.0 Notes.............................. 29.0
New Senior Subordinated
Notes(h)...................... 225.5 Old RGC Notes Exchanged............ 225.5
New Discount Debentures(f)....... 41.0 Fees and Expenses(p)............... 22.5
Assumed Capital Leases and Other Assumed Capital Leases and Other
Debt.......................... 162.9 Debt............................... 162.9
Seller Debentures(i)............. 131.5 Purchase RSI Common Stock(i)....... 150.0
-------- --------
Total Non-Cash Sources........ $ 880.9 Total Non-Cash Uses................ $ 880.9
======= =======
</TABLE>
---------------
(a) Food 4 Less has accepted a commitment letter from Bankers Trust pursuant to
which Bankers Trust has agreed, subject to certain conditions, to provide
the Company up to a maximum aggregate amount of $1,075 million of financing
under the New Credit Facility. It is anticipated that the New Credit
Facility will be syndicated to a number of financial institutions for whom
Bankers Trust will act as agent. The New Credit Facility will provide for
(i) term loans in the aggregate amount of up to $750 million, comprised of a
$375 million tranche with a six year term (the "Tranche A Loan"), a $125
million tranche with a seven year term (the "Tranche B Loan"), a $125
million tranche with an eight year term (the "Tranche C Loan"), and a $125
million tranche with a nine year term (the "Tranche D Loan," and, together
with the Tranche A Loan, Tranche B Loan and Tranche C Loan, the "New Term
Loans"); and (ii) a $325 million revolving credit facility (the "New
Revolving Facility"). The New Term Loans and the New Revolving Facility are
referred to collectively as the "New Credit Facility." The Tranche A Loan
may not be fully funded at the Closing Date. The New Credit Facility will
provide that the portion of the Tranche A Loan not funded at the Closing
Date will be available for a period of 91 days following the Closing Date to
fund the Change of Control Offer. See "Description of the New Credit
Facility."
6
<PAGE> 14
(b) The New Revolving Facility will provide for a $325 million line of credit
which will be available for working capital requirements and general
corporate purposes. Up to $150 million of the New Revolving Facility may be
used to support standby letters of credit. The letters of credit will be
used to cover workers' compensation contingencies and for other purposes
permitted under the New Revolving Facility. The Company anticipates that
letters of credit for approximately $92.6 million will be issued under the
New Revolving Facility at closing, in replacement of existing letters of
credit, primarily to satisfy the State of California's requirements relating
to workers compensation self-insurance.
(c) Represents New Senior Notes issued pursuant to this Offering. If Food 4 Less
receives tenders in excess of the Minimum Exchange in the RGC Offers, Food 4
Less may elect to decrease the amount of New Senior Notes being offered
pursuant to this Offering.
(d) Represents New Senior Subordinated Notes issued pursuant to this Offering.
If Food 4 Less receives tenders in excess of the Minimum Exchange in the RGC
Offers, Food 4 Less may elect to decrease the amount of New Senior
Subordinated Notes offered pursuant to this Offering. It is not anticipated
that the amount of New Senior Subordinated Notes offered pursuant to this
Offering will be reduced below $100 million principal amount.
(e) Does not include the $10 million equity contribution by Ralphs management.
See note (m) below. Concurrently with the New Equity Investment, certain
existing stockholders of New Holdings (formerly stockholders of FFL),
including affiliates of George Soros, will sell outstanding shares of New
Holdings stock to CLH Supermarket Corp. ("CLH"), a corporation owned by
certain Yucaipa partners, which in turn will sell such shares to the New
Equity Investors for an aggregate purchase price of $57.8 million (which
represents the same price per share as will be paid in the New Equity
Investment). In connection with the New Equity Investment, the New Equity
Investors will contribute the common stock so acquired to New Holdings in
consideration for newly-issued preferred shares. See "Description of Capital
Stock -- New Equity Investment."
(f) Represents $100 million initial accreted value of New Discount Debentures,
$59 million of which will be issued for cash, $18.5 million of which will be
issued to the RSI stockholders as Merger consideration and $15 million, $5
million and $2.5 million of which will be issued to Yucaipa, BT Securities
and Apollo, respectively, in satisfaction of fees otherwise payable by the
Company and New Holdings in connection with the Merger and the Financing.
(g) Represents New Senior Notes issued pursuant to the F4L Exchange Offers,
which will be part of the same issue as the New Senior Notes issued pursuant
to this Offering.
(h) Represents New Senior Subordinated Notes issued pursuant to the RGC Offers,
which will be part of the same issue as the New Senior Subordinated Notes
issued pursuant to this Offering.
(i) In connection with the RSI Merger, New Holdings will issue $131.5 million
principal amount of the Seller Debentures as part of the purchase price for
the RSI common stock, up to $10 million of which may be put to Yucaipa on
the closing date of the Merger at a purchase price equal to their principal
amount pursuant to the Put Agreement (as defined). In addition, Yucaipa will
be reimbursed by the Company for (i) any losses incurred upon the resale of
the $10 million principal amount of Seller Debentures which may be put to it
pursuant to the Put Agreement and (ii) its expenses in connection with the
Merger and the related transactions. See "The Merger and the Financing" and
"Description of Holding Company Indebtedness -- The Seller Debentures."
(j) Includes $375 million to be paid in cash to stockholders of RSI and $0.9
million to be paid in cash to holders of RSI management stock options. See
"Executive Compensation -- New Management Stock Option Plan and Management
Investment."
(k) Represents the purchase of Old RGC Notes tendered for cash pursuant to the
RGC Offers. In addition, to the extent any Old RGC Notes remain outstanding
following consummation of the RGC Offers, a portion of the Tranche A Loan
not fully funded at the Closing Date will be available to fund the purchase
of Old RGC Notes pursuant to the Change of Control Offer. See "The Exchange
Offers."
(l) Represents accrued interest payable on all debt securities assumed to be
tendered pursuant to the F4L Exchange Offers and the RGC Offers.
(m) Represents payments to or for the benefit of Ralphs management with respect
to outstanding equity appreciation rights (the "EARs" or "Equity
Appreciation Rights") in connection with the Merger. Ralphs management will
receive New Holdings stock options in exchange for the cancellation of the
remaining EAR liability of $10 million. See "Executive
Compensation -- Equity Appreciation Rights Plan" and "Certain Relationships
and Related Transactions -- Food 4 Less."
(n) Represents the repayment of outstanding mortgage indebtedness of Ralphs in
the principal amount of $174.0 million, plus the estimated amount of the
prepayment fees payable with respect thereto.
(o) Represents the purchase of shares of New Holdings common stock from
stockholders who have exercised statutory dissenters' rights in connection
with the FFL Merger. There are no other shares subject to statutory
dissenters' rights.
(p) Includes advisory fees of $19 million to be paid to Yucaipa, other fees of
$5 million to be paid to BT Securities and commitment fees of $5 million to
be paid to Apollo, upon closing of the Merger. Of such amounts, $15 million
of Yucaipa's advisory fee, $2.5 million of Apollo's commitment fee and BT
Securities' $5 million fee will be paid through the issuance of New Discount
Debentures in lieu of cash. Such New Discount Debentures will be contributed
by them to the partnership that will acquire all of the New Discount
Debentures. Yucaipa anticipates that it in turn will pay a cash fee of
approximately $3.5 million to Soros Fund Management in consideration for
advisory services which Soros Fund Management has rendered since 1991. See
"Certain Relationships and Related Transactions -- Food 4 Less."
7
<PAGE> 15
CORPORATE STRUCTURE
The following tables illustrate (i) the corporate structures of Food 4 Less
and Ralphs immediately prior to the RSI Merger, the RGC Merger, the
Reincorporation Merger and the FFL Merger and (ii) the corporate structure of
the Company and its parent, New Holdings, and the anticipated outstanding
indebtedness of the Company and New Holdings immediately after such mergers.
Pursuant to the terms of the Merger Agreement, Food 4 Less will merge with and
into RSI and RSI will be the surviving corporation in the RSI Merger.
Immediately following the RSI Merger, RGC will merge with and into RSI and RSI
will be the surviving corporation in the RGC Merger and will change its name to
Ralphs Grocery Company. Prior to these transactions, FFL will merge with and
into Holdings, and Holdings (which will be the surviving corporation) will
reincorporate in Delaware as New Holdings.
BEFORE MERGER
FOOD 4 LESS RALPHS
------------------------------------------ ------------------------------------
[See Edgar Appendix]
8
<PAGE> 16
AFTER MERGER, FFL MERGER AND REINCORPORATION MERGER
[See Edgar Appendix]
9
<PAGE> 17
THE OFFERINGS
NEW SENIOR NOTES:
ISSUER..................The Company, as successor by merger to Food 4 Less.
SECURITIES OFFERED......$295,000,000 aggregate principal amount of % Senior
Notes due 2004. The New Senior Notes offered hereby will
be part of an issue of up to $470,000,000 aggregate
principal amount of New Senior Notes, up to $175,000,000
aggregate principal amount of which will be issued
pursuant to the F4L Exchange Offers. See "The Exchange
Offers."
MATURITY DATE...........June 1, 2004.
INTEREST RATE...........The New Senior Notes will bear interest at the rate of
% per annum.
INTEREST PAYMENT
DATES...................June 1 and December 1, commencing on December 1, 1995.
OPTIONAL REDEMPTION.....The New Senior Notes will be redeemable at the option of
the Company, in whole or in part, at any time on or
after June 1, 2000, at the following redemption prices
if redeemed during the twelve-month period commencing on
June 1 of the year set forth below:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
------------------------------------------------------- ----------
<S> <C>
2000................................................... -- %
2001................................................... -- %
2002................................................... -- %
2003 and thereafter.................................... 100.000%
</TABLE>
in each case plus accrued and unpaid interest to the
date of redemption.
In addition, on or prior to June 1, 1998, the Company
may, at its option, use the net cash proceeds from one
or more Public Equity Offerings to redeem up to an
aggregate of 35% of the principal amount of the New
Senior Notes originally issued, at a redemption price
equal to % of the principal amount thereof if redeemed
during the 12 months commencing on June 1, 1995, %
of the principal amount thereof if redeemed during the
12 months commencing on June 1, 1996 and % of the
principal amount thereof if redeemed during the 12
months commencing on June 1, 1997, in each case plus
accrued and unpaid interest to the redemption date.
RANKING.................The New Senior Notes will be senior unsecured
obligations of the Company and will rank senior in right
of payment to all subordinated indebtedness of the
Company including the F4L Senior Subordinated Notes and
the New Senior Subordinated Notes. The New Senior Notes
will rank pari passu in right of payment with other
senior unsecured indebtedness of the Company. However,
the New Senior Notes will be effectively subordinated to
all secured indebtedness of the Company and its
subsidiaries, including indebtedness under the New
Credit Facility. At January 29, 1995, on a pro forma
basis after giving effect to the Merger and the
Financing (and certain related assumptions) the Company
would have had outstanding $1,046.1 million aggregate
principal amount of secured indebtedness.
GUARANTEES..............Each Subsidiary Guarantor will unconditionally
guarantee, jointly and severally, the full and prompt
performance of the Company's obligations under the
indenture governing the New Senior Notes (the "New
Senior Note Indenture") and the New Senior Notes.
10
<PAGE> 18
CHANGE OF CONTROL.......Upon the occurrence of a Change of Control (as defined),
each holder will have the right to require the Company
to repurchase such holder's New Senior Notes at a
purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest to the date of
repurchase.
CERTAIN COVENANTS.......The New Senior Note Indenture contains certain
covenants, including, but not limited to, covenants with
respect to the following: (i) limitation on restricted
payments; (ii) limitation on incurrences of additional
indebtedness; (iii) limitation on liens; (iv) limitation
on asset sales; (v) limitation on dividend and other
payment restrictions affecting subsidiaries; (vi)
guarantees of certain indebtedness; (vii) limitation on
transactions with affiliates; (viii) limitation on
mergers and certain other transactions; and (ix)
limitations on preferred stock of subsidiaries.
NEW SENIOR SUBORDINATED NOTES:
ISSUER..................The Company, as successor by merger to Food 4 Less.
SECURITIES OFFERED......$200,000,000 aggregate principal amount of % Senior
Subordinated Notes due 2005. The New Senior Subordinated
Notes offered hereby will be part of an issue of up to
$650,000,000 aggregate principal amount of New Senior
Subordinated Notes, up to $450,000,000 aggregate
principal amount of which will be issued pursuant to the
RGC Offers. See "The Exchange Offers."
MATURITY DATE...........June 1, 2005.
INTEREST RATE...........The New Senior Subordinated Notes will bear interest at
the rate of % per annum.
INTEREST PAYMENT
DATES...................June 1 and December 1, commencing on December 1, 1995.
OPTIONAL REDEMPTION.....The New Senior Subordinated Notes will be redeemable at
the option of the Company, in whole or in part, at any
time on or after June 1, 2000, at the following
redemption prices if redeemed during the twelve-month
period commencing on June 1 of the year set forth below:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
------------------------------------------------------- ----------
<S> <C>
2000................................................... -- %
2001................................................... -- %
2002................................................... -- %
2003 and thereafter.................................... 100.000%
</TABLE>
in each case plus accrued and unpaid interest to the
date of redemption.
In addition, on or prior to June 1, 1998, the Company
may, at its option, use the net cash proceeds from one
or more Public Equity Offerings to redeem up to an
aggregate of 35% of the principal amount of the New
Senior Subordinated Notes originally issued, at a
redemption price equal to % of the principal amount
thereof if redeemed during the 12 months commencing on
June 1, 1995, % of the principal amount thereof
if redeemed during the 12 months commencing June 1, 1996
and % of the principal amount thereof if redeemed
during the 12 months commencing on June 1, 1997, in each
case plus accrued and unpaid interest to the redemption
date.
RANKING.................The New Senior Subordinated Notes will be senior
subordinated unsecured obligations of the Company and
will be subordinated in right of payment to all Senior
Indebtedness (as defined) of the Company, including the
Company's obligations under the New Credit Facility, the
New Senior Notes and the Old
11
<PAGE> 19
F4L Senior Notes, if any. At January 29, 1995, on a pro
forma basis after giving effect to the Merger and the
Financing (and certain related assumptions), the
aggregate outstanding amount of Senior Indebtedness of
the Company (excluding Company guarantees of certain
Guarantor Senior Indebtedness) would have been
approximately $1,501.0 million and the aggregate
outstanding amount of Guarantor Senior Indebtedness of
the Subsidiary Guarantors excluding guarantees by
Subsidiary Guarantors of certain Senior Indebtedness of
the Company) would have been approximately $16.9 million
and the Company would have had $185.1 million available
to be borrowed under the New Revolving Facility.
GUARANTEES..............Each Subsidiary Guarantor will unconditionally
guarantee, jointly and severally, the full and prompt
performance of the Company's obligations under the New
Indenture governing the New Senior Subordinated Notes
(the "New Senior Subordinated Note Indenture," and
together with the New Senior Note Indenture, the "New
Indentures") and the New Senior Subordinated Notes.
CHANGE OF CONTROL.......Upon the occurrence of a Change of Control (as defined),
each holder will have the right to require the Company
to repurchase such holder's New Senior Subordinated
Notes at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest to the
date of repurchase.
CERTAIN COVENANTS.......The New Senior Subordinated Note Indenture contains
certain covenants, including, but not limited to,
covenants with respect to the following: (i) limitation
on restricted payments; (ii) limitation on incurrences
of additional indebtedness and incurrence of senior
subordinated indebtedness; (iii) limitation on liens;
(iv) limitation on asset sales; (v) limitation on
dividend and other payment restrictions affecting
subsidiaries; (vi) guarantees of certain indebtedness;
(vii) limitation on transactions with affiliates; (viii)
limitation on mergers and certain other transactions;
and (ix) limitations on preferred stock of subsidiaries.
12
<PAGE> 20
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following table sets forth summary unaudited pro forma combined
financial data for the 52 weeks ended June 25, 1994 and for the 31 weeks ended
January 29, 1995, after giving effect to the Merger, the FFL Merger, the
Reincorporation Merger and the Financing (and certain related assumptions), as
if such transactions had occurred on June 27, 1993 with respect to the pro forma
operating and other data, and as of January 29, 1995, with respect to the pro
forma balance sheet data. Such pro forma information combines the results of
operations of Food 4 Less for the 52 weeks ended June 25, 1994 and the results
of operations and balance sheet data as of and for the 31 weeks ended January
29, 1995, with the results of operations of Ralphs for the 52 weeks ended July
17, 1994 and the results of operations and balance sheet data as of and for the
32 weeks ended January 29, 1995, respectively. See "The Merger and the
Financing." The pro forma financial data set forth below is not necessarily
indicative of the results that actually would have been achieved had such
transactions been consummated as of the dates indicated, or that may be achieved
in the future. The following pro forma financial data should be read in
conjunction with the "Unaudited Pro Forma Combined Financial Statements,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical consolidated financial statements of Food 4 Less
and Ralphs and related notes thereto, included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
31 WEEKS ENDED
52 WEEKS ENDED JANUARY 29,
JUNE 25, 1994 1995
--------------- ---------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
OPERATING DATA:
Sales......................................................... $ 5,053.5 $ 3,121.0
Gross profit.................................................. 1,048.2 627.7
Selling, general and administrative expenses.................. 833.1 506.4
Interest expense:
Cash....................................................... 223.2 134.9
Non-cash................................................... 15.2 9.1
Amortization of debt issuance costs........................ 14.1 8.4
--------------- ---------------
Total interest expense........................................ 252.5 152.4
Net loss(a)................................................... (86.4) (54.1)
Ratio of earnings to fixed charges(b)......................... -- --
BALANCE SHEET DATA (END OF PERIOD):
Working capital (deficit)...................................................... $ (8.6)
Total assets................................................................... 3,115.0
Total debt..................................................................... 1,985.4
Stockholder's equity........................................................... 281.2
OTHER DATA:
Depreciation and amortization................................. $ 150.7 $ 87.9
Capital expenditures(c)....................................... 123.2 97.8
Stores open at end of period(d)............................... -- 395
EBITDA (as defined)(a)(e)(f).................................. $ 342.5 $ 211.3
EBITDA margin(g).............................................. 6.8% 6.8%
</TABLE>
---------------
(a) The summary unaudited pro forma combined financial data and the results of
operations and EBITDA (as defined) for the 52 weeks ended June 25, 1994 and
the 31 weeks ended January 29, 1995 do not include certain one-time
non-recurring costs related to (i) severance payments under certain
employment contracts with Food 4 Less management totaling $1.4 million that
are subject to change of control provisions and the achievement of earnings
and sales targets, (ii) costs related to the integration of the Company's
operations, which are estimated to be $50.0 million over a three-year
period, (iii) $1.8 million in costs related to the cancellation of an
employment agreement, and (iv) other costs related to warehouse closures,
which costs are not presently determinable.
(b) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of earnings before income taxes, cumulative effect of change in
accounting principles, extraordinary items and fixed charges before
capitalized interest. "Fixed charges" consist of interest expense (including
amortization of self-insurance reserves discount), capitalized interest,
amortization of deferred debt issuance costs and one-third of rental expense
(the portion deemed representative of the interest factor). The Company's
pro forma earnings were insufficient to cover pro forma fixed charges by
approximately $86.4 million and $54.1 million for the 52 weeks ended
13
<PAGE> 21
June 25, 1994 and the 31 weeks ended January 29, 1995, respectively.
However, such pro forma earnings included non-cash charges of $189.6 million
and $114.4 million, respectively, primarily consisting of depreciation and
amortization.
(c) Does not include Merger-related capital expenditures of $55.0 million and
$40.2 million for the 52 weeks ended June 25, 1994 and the 31 weeks ended
January 29, 1995, respectively. It is estimated that the gross capital
expenditures to be made by the Company in the first fiscal year following
the closing will be approximately $153 million (or $106 million net of
expected capital leases), of which approximately $98 million relate to
ongoing expenditures for new stores, equipment and maintenance and
approximately $55 million relate to store conversions and other
Merger-related and non-recurring items.
(d) The pro forma number of stores is based on October 1, 1994 totals, but gives
effect to the closing or divestiture of 32 stores (29 Food 4 Less
conventional supermarkets or warehouse stores and 3 Ralphs stores) in
connection with the Merger and the closure of 2 additional Food 4 Less
conventional stores open at October 1, 1994 which were subsequently closed.
The pro forma financial information presented herein has been based upon the
actual number of stores open as of the beginning of each period presented,
adjusted for the closing or divestiture of the 32 stores which have yet to
be consummated and does not include any pro forma adjustment attributable to
the 2 stores closed subsequent to October 1, 1994.
(e) "EBITDA", as defined and presented historically by RGC, represents net
earnings before interest expense, income tax expense (benefit),
depreciation and amortization expense, provision for Equity Appreciation
Rights, provision for tax indemnification payments to Federated Department
Stores, Inc. ("Federated"), provision for postretirement benefits, the LIFO
charge, extraordinary item relating to debt refinancing, provision for
legal settlement, provision for restructuring, provision for earthquake
losses, a one-time charge for Teamsters Union sick pay benefits, transition
expense and gains and losses on disposal of assets. EBITDA is a widely
accepted financial indicator of a company's ability to service debt.
However, EBITDA should not be construed as an alternative to operating
income or to cash flows from operating activities (as determined in
accordance with generally accepted accounting principles) and should not be
construed as an indication of the Company's operating performance or as a
measure of liquidity. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
(f) Pro forma EBITDA does not give any effect to $90 million of anticipated net
annual cost savings (as compared to such costs for the pro forma combined
fiscal year ended June 25, 1994) which management believes are achievable
by the end of the fourth full year of combined operations. It is
anticipated that approximately $117 million in Merger-related capital
expenditures and $50 million of other non-recurring costs will be required
to complete store conversions, integrate operations and expand warehouse
facilities over the same period. Although a portion of the anticipated cost
savings is premised upon the completion of such capital expenditures,
management believes that over 70% of the cost savings could be achieved
without making any Merger-related capital expenditures. As shown below, the
sum of the components of the estimated annual cost savings exceeds $90
million; however, management's estimate of $90 million net annual cost
savings gives effect to an offsetting adjustment to reflect its expectation
that a portion of the savings will be reinvested in the Company's
operations. These anticipated savings are based on estimates and
assumptions made by the Company that are inherently uncertain, though
considered reasonable by the Company, and are subject to significant
business, economic and competitive uncertainties and contingencies, all of
which are difficult to predict and many of which are beyond the control of
management. As a result, there can be no assurance that such savings will
be achieved. See "Business -- The Merger" and "Risk Factors -- Ability to
Achieve Anticipated Cost Savings." The components of the estimated cost
savings are as follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C>
Pro forma EBITDA for the 52 weeks ended June 25, 1994........................ $ 342.5
Estimated net annual cost savings:
Reduced advertising expenses............................................... 28.0
Reduced store operations expense........................................... 21.0
Increased volume purchasing efficiencies................................... 19.0
Warehousing and distribution efficiencies.................................. 16.0
Consolidated manufacturing................................................. 10.0
Consolidated administrative functions...................................... 15.0
Less: Annual reinvestment of cost savings.................................. (19.0)
------
Total estimated net annual cost savings...................................... $ 90.0
------
Sum of EBITDA (as defined) and full amount of estimated annual cost savings
to be realized over four years............................................. $ 432.5
===========
</TABLE>
Because of reductions in certain advertising expenses that Food 4 Less has
already begun to implement and certain refinements in the post-Merger
advertising plan, actual cost savings related to advertising expenses are
expected to be approximately $19 million in the first full year following
the Merger as compared to the current annualized costs.
(g) EBITDA margin represents EBITDA (as defined) as a percentage of sales.
14
<PAGE> 22
SUMMARY HISTORICAL FINANCIAL DATA OF RALPHS
The following table sets forth summary historical financial data of RGC (as
the predecessor of RSI) as of and for the 53 weeks ended February 3, 1991 and
the 52 weeks ended February 2, 1992, and summary historical financial data of
RSI as of and for the 52 weeks ended January 31, 1993, January 30, 1994 and
January 29, 1995, which have been derived from the financial statements of RSI
and RGC audited by KPMG Peat Marwick LLP, independent certified public
accountants. The following information should be read in conjunction with the
Unaudited Pro Forma Combined Financial Statements, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the historical
consolidated financial statements of RSI and RGC and related notes thereto
included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED ENDED ENDED
FEBRUARY 3, FEBRUARY 2, JANUARY 31, JANUARY 30, JANUARY 29,
1991 1992 1993 1994 1995
----------- ----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Sales............................................. $ 2,799.1 $ 2,889.2 $ 2,843.8 $ 2,730.2 $ 2,724.6
Gross profit...................................... 573.7 614.0 626.6 636.5 623.6
Selling, general and administrative expenses(a)... 438.0 459.2 470.0 471.0 467.0
Interest expense(b)............................... 128.5 130.2 125.6 108.8 112.7
Net earnings (loss)(c)............................ (51.4) (41.2) (76.1) 138.4(i) 32.1
Ratio of earnings to fixed charges(d)............. --(d) --(d) 1.02x 1.24x 1.24x
BALANCE SHEET DATA (end of period):
Working capital surplus (deficit)................. $ (93.9) $ (114.2) $ (122.0) $ (73.0) $ (119.5)
Total assets...................................... 1,406.4 1,357.6 1,388.5 1,483.7 1,509.9
Total debt(e)..................................... 986.1 941.9 1,029.8 998.9 1,018.5
Redeemable stock.................................. 3.0 3.0 -- -- --
Stockholders' equity (deficit).................... (16.0) (57.2) (133.3) 5.1 27.2
OTHER DATA:
Depreciation and amortization(f).................. $ 75.2 $ 76.6 $ 76.9 $ 74.5 $ 76.0
Capital expenditures.............................. 87.6 50.4 102.7 62.2 64.0
Stores open at end of period...................... 150 158 159 165 173
EBITDA (as defined)(g)............................ $ 207.0 $ 225.8 $ 227.3 $ 230.2 $ 230.2
EBITDA margin(h).................................. 7.4% 7.8% 8.0% 8.4% 8.4%
</TABLE>
---------------
(a) Includes provision for post retirement benefits other than pensions of $2.2
million, $2.6 million, $3.3 million, $3.4 million and $2.6 million for the
53 weeks ended February 3, 1991, the 52 weeks ended February 2, 1992,
January 31, 1993, January 30, 1994 and January 29, 1995, respectively.
(b) Interest expense includes non-cash charges related to the amortization of
deferred debt issuance costs of $4.1 million for the 53 weeks ended
February 3, 1991, $5.0 million for the 52 weeks ended February 2, 1992,
$5.5 million for the 52 weeks ended January 31, 1993, $6.5 million for the
52 weeks ended January 30, 1994 and $6.1 million for the 52 weeks ended
January 29, 1995, respectively.
(c) Net earnings (loss) includes expenses relating to provisions for Equity
Appreciation Rights and for tax indemnification payments to Federated,
extraordinary item relating to debt refinancing, loss on disposal of
assets, provisions for postretirement and pension benefits and provision
for earthquake losses. Net earnings (loss) includes a pre-tax provision for
self insurance, which is classified in cost of sales, selling, general and
administrative expenses and interest expense of $29.2 million, $31.2
million, $36.9 million, $36.3 million, and $20.0 million, for the 53 weeks
ended February 3, 1991, the 52 weeks ended February 2, 1992, the 52 weeks
ended January 31, 1993, the 52 weeks ended January 30, 1994 and the 52
weeks ended January 29, 1995, respectively. Included in the 52 weeks ended
January 30, 1994 and the 52 weeks ended January 29, 1995 are reduced
employer contributions of $11.8 million and $12.7 million, respectively,
related to union health and welfare benefit plans.
(d) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of earnings before income taxes, cumulative effect of
change in accounting principles, extraordinary item and fixed charges
before capitalized interest. "Fixed charges" consist of interest expense
(including amortization of self-insurance reserves discount), capitalized
interest, amortization of deferred debt issuance costs and one-third of
rental expense (the portion deemed representative of the interest factor).
Earnings were insufficient to cover fixed charges for the 53 weeks ended
February 3, 1991 and the 52 weeks ended February 2, 1992 by approximately
$25.5 million and $27.7 million, respectively.
(e) Total debt includes long-term debt, current maturities of long-term debt,
short-term debt and capital lease obligations.
(f) For the 53 weeks ended February 3, 1991, the 52 weeks ended February 2,
1992, January 31, 1993, January 30, 1994 and January 29, 1995, depreciation
and amortization includes amortization of the excess of cost over net
assets acquired of $11.0 million, $11.0 million, $11.0 million, $11.0
million and $11.0 million, respectively.
(g) "EBITDA," as defined and presented historically by RGC, represents earnings
before interest expense, income tax expense (benefit), depreciation and
amortization expense, provisions for Equity Appreciation Rights, provision
for tax indemnification payments to Federated, provision for postretirement
benefits, the LIFO charge, extraordinary item relating to debt refinancing,
provision for legal settlement, provision for restructuring, provision for
earthquake losses, a one-time charge for Teamsters Union sick pay benefits,
transition expense and gains and losses on disposal of assets. EBITDA is a
widely accepted financial indicator of a company's ability to service debt.
However, EBITDA should not be construed as an alternative to operating
income or to cash flows from operating activities (as determined in
accordance with generally accepted accounting principles) and should not be
construed as an indication of Ralphs' operating performance or as a measure
of liquidity. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
(h) EBITDA margin represents EBITDA (as defined) as a percentage of sales.
(i) Includes recognition of $109.1 million of deferred income tax benefit and
$1.1 million current income tax expense for Fiscal 1993 (see Note 11 of
Notes to Consolidated Financial Statements of Ralphs Supermarkets, Inc.).
15
<PAGE> 23
SUMMARY HISTORICAL FINANCIAL DATA OF FOOD 4 LESS
The following table sets forth summary historical financial data of Food 4
Less as of and for the 53 weeks ended June 30, 1990 and the 52 weeks ended June
29, 1991, June 27, 1992, June 26, 1993 and June 25, 1994 and the 31 weeks ended
January 29, 1995 which have been derived from the financial statements of Food 4
Less audited by Arthur Andersen LLP, independent public accountants. The summary
historical financial data of Food 4 Less presented below as of and for the 32
weeks ended February 5, 1994 have been derived from unaudited financial
statements of Food 4 Less which, in the opinion of management, reflect all
material adjustments, consisting of only normal recurring adjustments, necessary
for a fair presentation of such data. The following information should be read
in conjunction with the Unaudited Pro Forma Combined Financial Statements,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical consolidated financial statements of Food 4 Less
and related notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS 32 WEEKS 31 WEEKS
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
JUNE 30, JUNE 29, JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1990 1991(a) 1992 1993 1994(b) 1994 1995
-------- -------- -------- -------- -------- ----------- -----------
(DOLLARS IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Sales........................................ $1,318.2 $1,606.6 $2,913.5 $2,742.0 $2,585.2 $ 1,616.7 $ 1,556.5
Gross profit................................. 204.8 265.7 520.8 484.2 469.3 299.5 262.4
Selling, general, administrative and other
expenses................................... 157.8 213.1 469.7 434.9 388.8 252.3 222.4
Interest expense(c).......................... 50.8 50.1 70.2 69.8 68.3 42.2 42.2
Net loss(d).................................. (10.1) (9.6) (33.8) (27.4) (2.7) (0.8) (11.5)
Ratio of earnings to fixed charges(e)........ --(e) --(e) --(e) --(e) 1.0x 1.0x --(e)
BALANCE SHEET DATA (end of period)(f):
Working capital surplus (deficit)............ $ (40.5) $ 13.7 $ (66.3) $ (19.2) $ (54.9) $ (13.8) $ (74.8)
Total assets................................. 574.7 980.0 998.5 957.8 980.1 957.4 1,000.7
Total debt(g)................................ 360.7 558.9 525.3 538.1 517.9 526.3 533.8
Redeemable stock............................. 5.1 -- -- -- -- -- --
Stockholder's equity......................... 20.6 84.6 50.8 72.9 69.0 71.4 57.8
OTHER DATA:
Depreciation and amortization(h)............. $ 25.8 $ 31.9 $ 54.9 $ 57.6 $ 57.1 $ 34.8 $ 36.6
Capital expenditures......................... 36.4 34.7 60.3 53.5 57.5 29.1 49.0
Stores open at end of period................. 115 259 249 248 258 249 267
EBITDA (as defined)(i)....................... $ 69.5 $ 80.7 $ 103.1 $ 105.9 $ 130.5 $ 79.8 $ 76.9
EBITDA margin(j)............................. 5.3% 5.0% 3.5% 3.9% 5.0% 4.9% 4.9%
</TABLE>
---------------
(a) Operating data for the 52 weeks ended June 29, 1991 include the results of
Alpha Beta only from June 17, 1991, the date of its acquisition. Alpha
Beta's sales for the two weeks ended June 29, 1991 were $59.2 million.
(b) Operating data for the 52 weeks ended June 25, 1994 include the results of
the Food Barn stores, which were not material, from March 29, 1994, the
date of the Food Barn acquisition.
(c) Interest expense includes non-cash charges related to the amortization of
deferred financing costs of $4.1 million for the 53 weeks ended June 30,
1990, $5.2 million for the 52 weeks ended June 29, 1991, $6.3 million for
the 52 weeks ended June 27, 1992, $4.9 million for the 52 weeks ended June
26, 1993, $5.5 million for the 52 weeks ended June 25, 1994, $3.4 million
for the 32 weeks ended February 5, 1994 and $3.4 million for the 31 weeks
ended January 29, 1995.
(d) Net loss includes a pre-tax provision for self insurance, which is
classified in cost of sales, selling, general and administrative expenses,
and interest expense of $11.2 million, $15.1 million, $51.1 million, $43.9
million, $25.7 million, $24.8 million, and $9.8 million for the 53 weeks
ended June 30, 1990, the 52 weeks ended June 29, 1991, the 52 weeks ended
June 27, 1992, the 52 weeks ended June 26, 1993, the 52 weeks ended June
25, 1994, the 32 weeks ended February 5, 1994 and the 31 weeks ended
January 29, 1995, respectively. Included in the 52 weeks ended June 25,
1994, the 32 weeks ended February 5, 1994 and the 31 weeks ended January
29, 1995 are reduced employer contributions of $8.1 million, $3.7 million
and $14.3 million, respectively, related to union health and welfare
benefit plans.
(e) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of loss before provision for income taxes and
extraordinary charges plus fixed charges. "Fixed charges" consist of
interest on all indebtedness, amortization of deferred debt financing costs
and one-third of rental expense (the portion deemed representative of the
interest factor). Earnings were insufficient to cover fixed charges for the
53 weeks ended June 30, 1990, the 52 weeks ended June 29, 1991, June 27,
1992 and June 26, 1993 and the 31 weeks ended January 29, 1995, by
approximately $9.1 million, $3.4 million, $25.6 million, $25.9 million and
$11.5 million respectively. However, such earnings included non-cash
charges of $29.9 million for the 53 weeks ended June 30, 1990, $37.0
million for the 52 weeks ended June 29, 1991, $61.2 million for the 52
weeks ended June 27, 1992, $62.5 million for the 52 weeks ended June 26,
1993 and $40.0 million for the 31 weeks ended January 29, 1995, primarily
consisting of depreciation and amortization.
16
<PAGE> 24
(f) Balance sheet data as of June 30, 1990 relate to Food 4 Less and include
the effect of the acquisition of Breco Holding Company (the "BHC
Acquisition"), as well as the acquisitions of Bell Markets, Inc. and
certain assets of ABC Market Corp. Balance sheet data as of June 29, 1991,
June 27, 1992, June 26, 1993 and February 5, 1994 relate to Food 4 Less and
reflect the Alpha Beta acquisition and the financings and refinancings
associated therewith. Balance sheet data as of June 25, 1994 and January
29, 1995 relate to Food 4 Less and reflect the acquisition of the Food Barn
stores.
(g) Total debt includes long-term debt, current maturities of long-term debt
and capital lease obligations.
(h) For the 53 weeks ended June 30, 1990, the 52 weeks ended June 29, 1991,
June 27, 1992, June 26, 1993 and June 25, 1994, and for the 32 weeks ended
February 5, 1994 and the 31 weeks ended January 29, 1995, depreciation and
amortization includes amortization of excess of cost over net assets
acquired of $5.3 million, $5.3 million, $7.8 million, $7.6 million, $7.7
million, $4.7 million and $4.6 million, respectively.
(i) "EBITDA," as defined and presented historically by Food 4 Less, represents
income before interest expense, depreciation and amortization expense, the
LIFO provision, provision for income taxes, provision for earthquake
losses, provision for restructuring and a one-time charge for Teamsters
Union sick pay benefits. EBITDA is a widely accepted financial indicator of
a company's ability to service debt. However, EBITDA should not be
construed as an alternative to operating income or to cash flows from
operating activities (as determined in accordance with generally accepted
accounting principles) and should not be construed as an indication of Food
4 Less' operating performance or as a measure of liquidity. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
(j) EBITDA margin represents EBITDA (as defined) as a percentage of sales.
17
<PAGE> 25
RISK FACTORS
Prospective investors should carefully consider the following factors, in
addition to the other matters described in this Prospectus, before purchasing
New Notes.
LEVERAGE AND DEBT SERVICE
Following the consummation of the Merger and the Financing, the Company
will be highly leveraged. At January 29, 1995, pro forma for the Merger, the FFL
Merger, the Reincorporation Merger and the Financing (and certain related
assumptions), the Company's total indebtedness (including current maturities)
and stockholder's equity would have been $1,985.4 million and $281.2 million,
respectively, and the Company would have had an additional $185.1 million
available to be borrowed under the New Revolving Facility. In addition, as of
January 29, 1995, after giving effect to the Merger, the FFL Merger, the
Reincorporation Merger and the Financing (and certain related assumptions),
scheduled payments under operating leases of the Company and its subsidiaries
for the twelve months following the Merger would have been $123.4 million. On
the same pro forma basis, for the 52 weeks ended June 25, 1994 and the 31 weeks
ended January 29, 1995, the Company's earnings before fixed charges would have
been inadequate to cover fixed charges by $86.4 million and $54.1 million,
respectively. However, such earnings include non-cash charges of $189.6 million
and $114.4 million, respectively, primarily consisting of depreciation and
amortization. New Holdings will be required to make semi-annual cash payments of
interest on the New Discount Debentures and the Seller Debentures commencing
five years from their date of issuance in the amount of $61.0 million per annum.
In addition, New Holdings will be required to commence semi-annual cash payments
of interest on any Discount Notes that remain outstanding following the Merger
commencing June 15, 1998. The New Indentures permit the Company (in the absence
of a default or event of default thereunder) to pay cash dividends to New
Holdings in an amount sufficient to allow New Holdings to pay interest on such
Indebtedness when due. The Company's ability to make scheduled payments of the
principal of, or interest on, or to refinance its Indebtedness (including the
New Notes) and to make scheduled payments under its operating leases depends on
its future performance, which to a certain extent is subject to economic,
financial, competitive and other factors beyond its control.
The pro forma financial information presented in this Prospectus is based
on, among other things, the assumption that the interest rate borne by the New
Senior Notes and the New Senior Subordinated Notes will be 11% and 11.50%,
respectively. In the event that the interest rates on the New Senior Notes and
the New Senior Subordinated Notes are higher than the respective assumed
interest rates, the Company's interest expense and deficiency of earnings to
fixed charges would increase over the amounts reflected in such pro forma
financial information. For a description of the effects on the pro forma
financial information of varying acceptance levels in the F4L Exchange Offers
and the RGC Offers and of varying interest rates, see Note (l) to the Notes to
Unaudited Pro Forma Combined Statement of Operations.
Based upon the current level of operations and anticipated cost savings,
the Company believes that its cash flow from operations, together with
borrowings under the New Revolving Facility and its other sources of liquidity
(including leases), will be adequate to meet its anticipated requirements for
working capital, capital expenditures, interest payments and scheduled principal
payments over the next several years. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources." There can be no assurance, however, that the Company's business will
continue to generate cash flow at or above current levels or that anticipated
cost savings can be fully achieved. If the Company is unable to generate
sufficient cash flow from operations in the future to service its debt and make
necessary capital expenditures, or if its future earnings growth is insufficient
to amortize all required principal payments out of internally generated funds,
the Company may be required to refinance all or a portion of its existing debt,
sell assets or obtain additional financing. There can be no assurance that any
such refinancing or asset sales would be possible or that any additional
financing could be obtained, particularly in view of the Company's high level of
debt following the Merger and the fact that substantially all of its assets will
be pledged to secure the borrowings under the New Credit Facility and other
secured obligations.
18
<PAGE> 26
The Company's high level of debt will have several important effects on its
future operations, including the following: (a) the Company will have
significant cash requirements to service debt, reducing funds available for
operations and future business opportunities and increasing the Company's
vulnerability to adverse general economic and industry conditions; (b) the
financial covenants and other restrictions contained in the New Credit Facility
and other agreements relating to the Company's indebtedness and in the New
Indentures will require the Company to meet certain financial tests and will
restrict its ability to borrow additional funds, to dispose of assets or to pay
cash dividends; and (c) because of the Company's debt service requirements,
funds available for working capital, capital expenditures, acquisitions and
general corporate purposes, may be limited. The Company's leveraged position may
increase its vulnerability to competitive pressures. The Company's continued
growth depends, in part, on its ability to continue its expansion and store
conversion efforts, and, therefore, its inability to finance capital
expenditures through borrowed funds could have a material adverse effect on the
Company's future operations. Moreover, any default under the documents governing
the indebtedness of the Company could have a significant adverse effect on the
market value of the New Notes.
ABILITY TO ACHIEVE ANTICIPATED COST SAVINGS
Management of the Company has estimated that approximately $90 million of
annualized net cost savings (as compared to such costs for the pro forma
combined fiscal year ended June 25, 1994) can be achieved over a four year
period as a result of integrating the operations of Ralphs and Food 4 Less. See
"Business -- The Merger." The cost savings estimates have been prepared solely
by members of the management of each company. The estimates necessarily make
numerous assumptions as to future sales levels and other operating results, the
availability of funds for capital expenditures as well as general industry and
business conditions and other matters, many of which are beyond the control of
the Company. Several of the cost savings estimates are premised on the
assumption that certain levels of efficiency presently maintained by either Food
4 Less or Ralphs can be achieved by the combined Company following the Merger.
Other estimates are based on a management consensus as to what levels of
purchasing and similar efficiencies should be achievable by an entity the size
of the Company. Certain of the estimates relating to the consolidation of
warehousing and distribution facilities assume the completion of certain capital
expenditures to expand the capacity of the continuing facilities. It is
anticipated that $117 million in Merger-related capital expenditures and $50
million of other non-recurring costs will be required to complete store
conversions, integrate operations and expand warehouse facilities over the four
year period following the Merger, without which the estimated cost savings may
not be fully achievable. Management expects that the non-recurring integration
costs will effectively offset any cost savings in the first year following the
Merger. Because the assumptions underlying the cost savings estimates are
numerous and detailed, management believes that it would be impractical to
specify all such assumptions in this Prospectus. However, management also
believes that all such assumptions are reasonable in light of existing business
conditions and prospects. Investors are cautioned that the actual cost savings
realized by the Company may vary considerably from the estimates contained
herein and that undue reliance should not be placed upon such estimates. There
also can be no assurance that unforeseen costs and expenses or other factors
will not offset the projected cost savings in whole or in part.
REGIONAL ECONOMIC CONDITIONS
Following the consummation of the Merger, a substantial percentage of the
Company's business (representing approximately 90% of pro forma sales) will be
conducted in Southern California. Southern California began to experience a
significant economic downturn in 1991 and has only recently begun a mild
recovery. The economy in Southern California has been affected by substantial
job losses in the defense and aerospace industries and other adverse economic
trends. These adverse regional economic conditions have resulted in declining
sales levels at Ralphs and Food 4 Less in recent periods. For the 52 weeks ended
June 25, 1994, and the 52 weeks ended January 29, 1995, Food 4 Less and Ralphs
experienced 6.9% and 3.7% declines, respectively, in comparable store sales as
compared with the comparable period in the prior year, primarily reflecting the
weak economy in Southern California, lower levels of price inflation in certain
food product categories, and increased competitive store openings in Southern
California. For the 31 weeks ended January 29, 1995 and the 32 weeks ended
January 29, 1995, Food 4 Less and Ralphs experienced 4.6% and
19
<PAGE> 27
3.2% declines, respectively, in comparable store sales. However, both Food 4
Less' and Ralphs' comparable store sales declines have begun to moderate in
recent months. Although data indicate a mild recovery in the Southern California
economy and management believes that overall sales trends in Southern California
should improve along with the economy, there can be no assurance that
improvement will occur or that substantial future declines in same store sales
will not occur. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
COMPETITION
The supermarket industry is highly competitive and characterized by narrow
profit margins. The Company's competitors in each of its operating divisions
include national and regional supermarket chains, independent and specialty
grocers, drug and convenience stores, and the newer "alternative format" food
stores, including warehouse club stores, deep discount drug stores and "super
centers." Supermarket chains generally compete on the basis of location, quality
of products, service, price, product variety and store condition. The Company
regularly monitors its competitors' prices and adjusts its prices and marketing
strategy as management deems appropriate in light of existing conditions. Some
of the Company's competitors have greater financial resources than the Company
and could use these resources to take steps which could adversely affect the
Company's competitive position. See "Business -- Competition."
CORPORATE STRUCTURE; EFFECTS OF ASSET ENCUMBRANCES
Following the consummation of the Merger, a significant portion of the
Company's operating income will be generated by its subsidiaries. As a result,
the Company will rely on distributions or advances from its subsidiaries to
provide a portion of the funds necessary to meet its debt service obligations,
including the payment of principal and interest on the New Notes. Should the
Company fail to satisfy any payment obligation under the New Notes, the holders
would have a direct claim therefor against the Subsidiary Guarantors pursuant to
their Guarantees. However, the capital stock of, and substantially all of the
assets of, the Subsidiary Guarantors will be pledged to secure the obligations
of the Company and such subsidiaries under the New Credit Facility and other
secured obligations. The New Indentures will limit, but not prohibit, the
ability of the Company and its subsidiaries to incur additional secured
indebtedness. In the event of a default under the New Credit Facility (or any
other secured indebtedness), the lenders thereunder would be entitled to a claim
on the assets securing such indebtedness which is prior to any claim of the
holders of the New Notes. Accordingly, there may be insufficient assets
remaining after payment of prior secured claims (including claims of lenders
under the New Credit Facility) to pay amounts due on the New Notes.
In addition, if a court were to avoid the Guarantees under fraudulent
conveyance laws or other legal principles or, by the terms of such Guarantees,
the obligations thereunder were reduced as necessary to prevent such avoidance,
or the Guarantees were released, the claims of other creditors of the Subsidiary
Guarantors, including trade creditors, would to such extent have priority as to
the assets of such Subsidiary Guarantors over the claims of the holders of the
New Notes. The Guarantees of the New Notes by any Subsidiary Guarantor will be
released upon the sale of such Subsidiary Guarantor or upon the release by the
lenders under the New Credit Facility of such Subsidiary Guarantor's Guarantee
of the Company's obligation under the New Credit Facility. The New Indentures
limit the ability of the Company and its subsidiaries to incur additional
indebtedness and to enter into agreements that would restrict the ability of any
subsidiary to make distributions, loans or other payments to the Company.
However, these limitations are subject to certain exceptions. See "-- Fraudulent
Conveyance Risks" and "Description of the New Notes."
CONTROL OF THE COMPANY
Following completion of the Merger, the FFL Merger and the Reincorporation
Merger, all of the Company's outstanding common stock will be held by New
Holdings. Pro forma for such mergers and certain related events, affiliates of
Yucaipa and Apollo will have beneficial ownership of approximately 41.8% and
33.9%, respectively, of the outstanding capital stock of New Holdings. Pursuant
to a new stockholders' agreement (the "1995 Stockholders Agreement") which will
be entered into by the New Equity Investors and certain current FFL stockholders
and Holdings warrantholders, upon completion of the Merger, New
20
<PAGE> 28
Holdings and the Company will have boards consisting of nine and ten members,
respectively, and (i) Yucaipa will have the right to elect six directors to the
board of New Holdings and seven directors to the board of the Company, (ii)
Apollo will have the right to elect two directors to the board of each of New
Holdings and the Company and (iii) the other New Equity Investors will have the
right to elect one director to the board of each of New Holdings and the
Company. Under the 1995 Stockholders Agreement, unless and until New Holdings
has effected an initial public offering of its equity securities meeting certain
criteria, New Holdings and its subsidiaries, including the Company, may not take
certain actions without the approval of the New Holdings directors which the New
Equity Investors are entitled to elect, including but not limited to certain
mergers, sale transactions, transactions with affiliates, issuances of capital
stock and payments of dividends on or repurchases of capital stock. As a result
of the ownership structure of the Company and the contractual rights described
above, the voting and management control of the Company is highly concentrated.
Yucaipa, acting with the consent of the directors elected by the New Equity
Investors, has the ability to direct the actions of the Company with respect to
matters such as the payment of dividends, material acquisitions and dispositions
and other extraordinary corporate transactions. Yucaipa will be a party to a
consulting agreement with the Company, pursuant to which Yucaipa will render
certain management and advisory services to the Company, and will receive fees
for such services. Yucaipa will also receive certain fees in connection with the
consummation of the Merger, including an advisory fee of $19 million, of which
$15 million will be paid through the issuance of New Discount Debentures. In
addition, as a result of the Merger, certain officers and former officers of
Ralphs will redeem the EARs for $17.8 million in cash and a deferred payment of
up to $5 million and will cancel certain options to purchase common stock of RSI
for $880,000. An additional $10 million of the EARs, however, will be reinvested
in New Holdings by such officers and former officers. Yucaipa also will be
reimbursed for (i) any losses incurred upon the resale of the $10 million
principal amount of Seller Debentures which may be put to it pursuant to the Put
Agreement and (ii) its expenses in connection with the Merger and the related
transactions. In addition, on the Closing Date the Company and EJDC will enter
into a Consulting Agreement, pursuant to which EJDC will act as a consultant to
the Company with respect to certain real estate and general commercial matters
for a period of five years from the Closing Date in exchange for the payment of
a one-time consulting fee of $9 million, of which $4 million will be used to
purchase interests in the partnership that will purchase New Discount
Debentures. See "Certain Relationships and Related Transactions," "Principal
Stockholders" and "Description of Capital Stock."
SUBORDINATION OF THE NEW SENIOR SUBORDINATED NOTES
The payment of principal, premium, if any, and interest on, and any other
amounts owing in respect of, the New Senior Subordinated Notes will be
subordinated to the prior payment in full of all existing and future Senior
Indebtedness, including indebtedness under the New Credit Facility, the New
Senior Notes and the Old F4L Senior Notes, if any. Each Subsidiary Guarantor's
Senior Subordinated Note Guarantee will also be subordinated in right of payment
to Senior Indebtedness of the Subsidiary Guarantors ("Guarantor Senior
Indebtedness"). Guarantor Senior Indebtedness will include all existing and
future indebtedness not expressly subordinated to other indebtedness, including
indebtedness represented by the guarantee of each Subsidiary Guarantor under the
New Credit Facility, the New Senior Notes and the Old F4L Senior Notes, if any.
As of January 29, 1995, on a pro forma basis, after giving effect to the Merger
and the Financing (and certain related assumptions), the aggregate outstanding
amount of Senior Indebtedness of the Company (excluding Company guarantees of
certain Guarantor Senior Indebtedness) would have been approximately $1,501.0
million and the aggregate outstanding amount of Guarantor Senior Indebtedness of
the Subsidiary Guarantors (excluding guarantees by Subsidiary Guarantors of
certain Senior Indebtedness of the Company) would have been approximately $16.9
million and the Company would have had $185.1 million available to be borrowed
under the New Revolving Facility. The New Senior Subordinated Note Indenture
will limit, but not prohibit, the issuance by the Subsidiary Guarantors of
additional indebtedness which is Guarantor Senior Indebtedness. See "Description
of the New Notes -- Guarantees." In the event of the bankruptcy, liquidation,
dissolution, reorganization or other winding up of the Company, the assets of
the Company will be available to pay obligations on the New Senior Subordinated
Notes only after all Senior Indebtedness has been paid in full, and there may
not be sufficient assets remaining to pay amounts due on any or all of the New
Senior
21
<PAGE> 29
Subordinated Notes. In addition, under certain circumstances, the Company may
not pay principal of, premium, if any, or interest on, or any other amounts
owing in respect of, the New Senior Subordinated Notes, or purchase, redeem or
otherwise retire the New Senior Subordinated Notes, if a payment default or a
non-payment default exists with respect to certain Senior Indebtedness and, in
the case of a non-payment default, a payment blockage notice has been received
by the New Senior Subordinated Note Trustee (as defined). See "Description of
the New Notes -- Subordination of the New Senior Subordinated Notes."
FRAUDULENT CONVEYANCE RISKS
Various fraudulent conveyance laws have been enacted for the protection of
creditors and may be utilized by a court to subordinate or avoid the New Notes
or any Guarantee in favor of other existing or future creditors of the Company
or a Subsidiary Guarantor.
If a court in a lawsuit on behalf of any unpaid creditor of the Company or
a representative of the Company's creditors were to find that, at the time the
Company issued the New Notes, the Company (x) intended to hinder, delay or
defraud any existing or future creditor or contemplated insolvency with a design
to prefer one or more creditors to the exclusion in whole or in part of others
or (y) did not receive fair consideration or reasonably equivalent value for
issuing such New Notes and the Company (i) was insolvent, (ii) was rendered
insolvent by reason of such distribution, (iii) was engaged or about to engage
in a business or transaction for which its remaining assets constituted
unreasonably small capital to carry on its business, or (iv) intended to incur,
or believed that it would incur, debts beyond its ability to pay such debts as
they matured, such court could void such New Notes and void such transactions.
Alternatively, in such event, claims of the holders of such New Notes could be
subordinated to claims of the other creditors of the Company.
The Company's obligations under the New Notes will be guaranteed by the
Subsidiary Guarantors. To the extent that a court were to find that (x) a
Guarantee was incurred by a Subsidiary Guarantor with intent to hinder, delay or
defraud any present or future creditor or the Subsidiary Guarantor contemplated
insolvency with a design to prefer one or more creditors to the exclusion in
whole or in part of others or (y) such Subsidiary Guarantor did not receive fair
consideration or reasonably equivalent value for issuing its Guarantee and such
Subsidiary Guarantor (i) was insolvent, (ii) was rendered insolvent by reason of
the issuance of such Guarantee, (iii) was engaged or about to engage in a
business or transaction for which the remaining assets of such Subsidiary
Guarantor constituted unreasonably small capital to carry on its business, or
(iv) intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they matured, the court could void or subordinate
such Guarantee in favor of the Subsidiary Guarantor's creditors. Among other
things, a legal challenge of a Guarantee on fraudulent conveyance grounds may
focus on the benefits, if any, realized by the Subsidiary Guarantor as a result
of the issuance by the Company of the applicable New Notes.
To the extent any Guarantees were avoided as a fraudulent conveyance or
held unenforceable for any other reason, holders of the New Notes would cease to
have any claim in respect of such Subsidiary Guarantor and would be creditors
solely of the Company and any Subsidiary Guarantor whose Guarantee was not
avoided or held unenforceable. In such event, the claims of the holders of the
applicable New Notes against the issuer of an invalid Guarantee would be subject
to the prior payment of all liabilities and preferred stock claims of such
Subsidiary Guarantor. There can be no assurance that, after providing for all
prior claims and preferred stock interests, if any, there would be sufficient
assets to satisfy the claims of the holders of the applicable New Notes relating
to any voided portions of any of the Guarantees.
Based upon financial and other information currently available to it,
management of the Company believes that the New Notes and the Guarantees are
being incurred for proper purposes and in good faith and that the Company and
each Subsidiary Guarantor (i) is solvent and will continue to be solvent after
issuing the New Notes or its Guarantees, as the case may be, (ii) will have
sufficient capital for carrying on its business after such issuance, and (iii)
will be able to pay its debts as they mature. See "Management's Discussions and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."
22
<PAGE> 30
ABSENCE OF ESTABLISHED MARKET FOR THE NEW NOTES
There is no established market for the New Notes and there can be no
assurance as to the liquidity of any markets that may develop for the New Notes,
the ability of holders of the New Notes to sell their New Notes, or the price at
which holders would be able to sell their New Notes. Future trading prices of
the New Notes will depend on many factors, including, among other things,
prevailing interest rates, the Company's operating results and the market for
similar securities. The Underwriters have advised the Company that they
currently intend to make a market in the New Notes. However, the Underwriters
are not obligated to do so and any market-making may be discontinued at any time
without notice.
NET LOSSES
Food 4 Less has reported a net loss of $11.5 million for the 31 weeks ended
January 29, 1995, $2.7 million for the 52 weeks ended June 25, 1994, $27.4
million for the 52 weeks ended June 26, 1993, $33.8 million for the 52 weeks
ended June 27, 1992, $9.6 million for the 52 weeks ended June 29, 1991 and $10.1
million for the 53 weeks ended June 30, 1990. Ralphs has reported net earnings
of $32.1 million for the 52 weeks ended January 29, 1995, $138.4 million for the
52 weeks ended January 30, 1994, a net loss of $76.1 million for the 52 weeks
ended January 31, 1993, a net loss of $41.2 million for the 52 weeks ended
February 2, 1992 and a net loss of $51.4 million for the 53 weeks ended February
3, 1991. On a pro forma basis for the 52 weeks ended June 25, 1994 and the 31
weeks ended January 29, 1995, after giving effect to the Merger and the
Financing (and certain related assumptions), the Company would have reported a
net loss of approximately $86.4 million and $54.1 million, respectively. There
can be no assurance that the Company will not continue to report net losses in
the future.
23
<PAGE> 31
THE MERGER AND THE FINANCING
On September 14, 1994, Food 4 Less, Holdings and FFL entered into the
Merger Agreement with RSI and the stockholders of RSI. Pursuant to the terms of
the Merger Agreement, Food 4 Less will, subject to certain conditions being
satisfied or waived, be merged with and into RSI pursuant to the RSI Merger.
Immediately following the RSI Merger, RGC, which is currently a wholly-owned
subsidiary of RSI, will merge with and into RSI pursuant to the RGC Merger, and
RSI will change its name to Ralphs Grocery Company. Prior to the Merger, FFL
will merge with and into Holdings, which will be the surviving corporation in
the FFL Merger. Immediately following the FFL Merger, Holdings will change its
jurisdiction of incorporation by merging into a newly-formed, wholly-owned
subsidiary, New Holdings, incorporated in Delaware, pursuant to the
Reincorporation Merger. As a result of the Merger, the FFL Merger and the
Reincorporation Merger, the Company will become a wholly-owned subsidiary of New
Holdings. Conditions to the consummation of the RSI Merger include the receipt
of regulatory approvals and other necessary consents and the completion of
financing. The purchase price for RSI is approximately $1.5 billion, including
the assumption of debt. The consideration payable to the stockholders of RSI
consists of $375 million in cash, $131.5 million principal amount of the Seller
Debentures and $18.5 million initial accreted value of the New Discount
Debentures to be issued by New Holdings. New Holdings will use $100 million of
the cash received from the New Equity Investment, together with the Seller
Debentures and such New Discount Debentures, to acquire approximately 48% of the
capital stock of RSI immediately prior to consummation of the RSI Merger. New
Holdings will then contribute the $250 million of purchased shares of RSI stock
to Food 4 Less, and pursuant to the RSI Merger the remaining shares of RSI stock
will be acquired for $275 million in cash. Pursuant to an agreement (the "Put
Agreement") entered into in connection with the execution of the Merger
Agreement, the Edward J. DeBartolo Corporation, an Ohio corporation ("EJDC"),
which currently owns approximately 60.3% of the outstanding common stock of RSI,
will have the right to put to Yucaipa, which controls Food 4 Less, on the
closing date of the Merger (the "Closing Date"), up to $10 million aggregate
principal amount of Seller Debentures acquired by EJDC in connection with the
Merger, at a purchase price equal to their principal amount. Yucaipa will be
reimbursed for (i) any losses incurred upon the resale of the $10 million
principal amount of Seller Debentures which may be put to it pursuant to the Put
Agreement and (ii) its expenses in connection with the Merger and the related
transactions. In addition, on the Closing Date the Company and EJDC will enter
into a Consulting Agreement, pursuant to which EJDC will act as a consultant to
the Company with respect to certain real estate and general commercial matters
for a period of five years from the Closing Date in exchange for the payment of
a consulting fee of $9 million, of which $4 million will be used to purchase
interests in the partnership that will purchase the New Discount Debentures. See
"Certain Relationships and Related Transactions -- Food 4 Less." The Merger
Agreement, as amended, provides that Food 4 Less will pay the stockholders of
RSI interest on the aggregate purchase price of $525 million at a rate equal to
the prime rate plus 1% from and after March 16, 1995 through the Closing Date.
The Merger Agreement may be terminated by Food 4 Less or EJDC if the Merger has
not been consummated on or prior to June 6, 1995. Food 4 Less intends to seek a
waiver of this right if necessary to permit consummation of the Merger at a
later date.
As currently contemplated, the Merger will be financed through the
following transactions:
- Borrowings of up to $750 million aggregate principal amount pursuant to
the New Term Loans under the New Credit Facility to be provided by a
syndicate of banks led by Bankers Trust. The New Credit Facility will
also provide for the $325 million New Revolving Facility, $8.2 million of
which is anticipated to be drawn at closing.
- The issuance of up to $295 million of New Senior Notes pursuant to this
Offering.
- The issuance of up to $200 million of New Senior Subordinated Notes
pursuant to this Offering.
- The issuance of preferred stock in a private placement by New Holdings to
a group of investors led by Apollo and including affiliates of BT
Securities, CS First Boston and DLJ and other institutional investors,
yielding cash proceeds of $140 million pursuant to the New Equity
Investment. Concurrently with the New Equity Investment, the New Equity
Investors will purchase outstanding shares of New Holdings capital stock
from a stockholder of New Holdings for a purchase price of $57.8 million.
See "Description of Capital Stock -- New Equity Investment."
24
<PAGE> 32
- The exchange by Food 4 Less pursuant to the F4L Exchange Offers of (a) up
to $175 million aggregate principal amount of the Old F4L Senior Notes
for up to $175 million aggregate principal amount of the New Senior Notes
plus $5.00 in cash per $1,000 principal amount exchanged and (b) up to
$145 million aggregate principal amount of the Old F4L Senior
Subordinated Notes for up to $145 million aggregate principal amount of
the New F4L Senior Subordinated Notes plus $20.00 in cash per $1,000
principal amount exchanged, together with the solicitation of consents
from the holders of the Old F4L Notes to certain amendments to the Old
F4L Indentures. It is a condition to the F4L Exchange Offers that at
least 80% of the outstanding principal amount of the Old F4L Notes are
exchanged pursuant to the F4L Exchange Offers.
- The RGC Offers by Food 4 Less to (i) exchange up to $450 million
aggregate principal amount of the Old RGC Notes for up to $450 million
aggregate principal amount of the New Senior Subordinated Notes plus
$20.00 in cash per $1,000 principal amount of Old RGC Notes exchanged and
(ii) purchase Old RGC Notes for $1,010.00 in cash per $1,000 principal
amount of Old RGC Notes accepted for purchase, together with the
solicitation of consents from holders of Old RGC Notes to certain
amendments to the Old RGC Indentures. The Minimum Exchange condition to
the RGC Offers provides that at least a majority of the outstanding
principal amount of the Old RGC Notes are exchanged for New Senior
Subordinated Notes pursuant to the RGC Offers.
- The purchase by New Holdings of approximately 48% of the outstanding
common stock of RSI for an aggregate consideration of $250 million,
consisting of $100 million of the cash proceeds from the New Equity
Investment, $131.5 million principal amount of the Seller Debentures and
$18.5 million initial accreted value of the New Discount Debentures,
followed by the contribution of such common stock of RSI to Food 4 Less.
Pursuant to the RSI Merger the remaining shares of RSI stock will be
acquired for $275 million in cash.
- The placement by New Holdings pursuant to the New Discount Debenture
Placement of $100 million initial accreted value of New Discount
Debentures to a partnership including Yucaipa, the selling stockholders
of Ralphs, an affiliate of George Soros, Apollo, and an affiliate of each
of BT Securities, CS First Boston and DLJ. The $100 million initial
accreted value of New Discount Debentures includes (a) $18.5 million that
will be issued to the RSI stockholders, (b) $15 million, $5 million and
$2.5 million that will be issued to Yucaipa, BT Securities and Apollo,
respectively, in satisfaction of fees otherwise payable by the Company
and New Holdings in connection with the Merger and the Financing and (c)
$59 million that will be issued for cash to the partnership described
above. The $41 million initial accreted value of New Discount Debentures
to be issued to the RSI stockholders, Apollo, BT Securities and Yucaipa
will be contributed to such partnership by the recipients thereof.
- The assumption by the Company, pursuant to the Merger, of approximately
$162.9 million of other indebtedness of RGC and Food 4 Less.
- The purchase by Holdings pursuant to the Holdings Offer to Purchase of
Discount Notes for $785.00 in cash, plus accrued cash interest thereon at
a rate of 15.25% per annum from and after March 15, 1995 until the
Closing Date for every $1,000 principal amount (at maturity) of Discount
Notes (which, as of May 1, 1995 had an accreted value of $680.26 per
$1,000) accepted for purchase, together with the solicitation of consents
from the holders of the Discount Notes to certain amendments to the
Discount Note Indenture.
25
<PAGE> 33
The following table illustrates the sources and uses of funds to consummate
the Merger, assuming the transaction occurs as of June 15, 1995. This
presentation assumes that $225.5 million principal amount of Old RGC Notes is
tendered into the RGC Offers in exchange for New Senior Subordinated Notes
(representing 50.1% of the outstanding aggregate principal amount of Old RGC
Notes), $224.5 million principal amount of Old RGC Notes is tendered into the
RGC Offers for cash (representing 49.9% of the outstanding aggregate principal
amount of Old RGC Notes), $256 million principal amount of Old F4L Notes is
tendered into the F4L Exchange Offers (representing 80% of the outstanding
aggregate principal amount of Old F4L Notes) and $103.6 million principal amount
(at maturity) of Discount Notes is tendered into the Holdings Offer to Purchase
(representing 100% of the outstanding aggregate principal amount (at maturity)
of Discount Notes). This presentation assumes the use of the maximum amount of
cash proceeds that could be necessary to consummate the Merger (if holders
representing more than 49.9% of the outstanding principal amount of Old RGC
Notes tender into the RGC Offers in exchange for New RGC Notes, rather than for
cash (i.e. the RGC Minimum Exchange is exceeded), the non-cash sources and cash
uses would be correspondingly adjusted). Although management believes such
assumptions are reasonable under the circumstances, actual sources and uses may
differ from those set forth below depending upon the outcome of the F4L Exchange
Offers, the RGC Offers and the Holdings Offer to Purchase.
SOURCES AND USES
(in millions)
<TABLE>
<S> <C> <C> <C>
CASH SOURCES CASH USES
--------------------------------------------- ---------------------------------------------
New Term Loans(a)................. $ 750.0 Purchase RSI Common Stock(j)...... $ 375.9
New Revolving Facility(b)......... 8.2 Purchase Old RGC Notes(k)......... 226.8
New Senior Notes(c)............... 295.0 Purchase Discount Notes........... 84.4
New Senior Subordinated 200.0 Repay Ralphs 1992 Credit 238.2
Notes(d)........................ Agreement.........................
New Equity Investment(e).......... 140.0 Repay F4L Credit Agreement........ 160.8
New Discount Debentures(f)........ 59.0 Pay Accrued Interest(l)........... 32.7
EAR Related Payments(m)........... 22.8
Repay Mortgage Indebtedness(n).... 194.4
Purchase New Holdings Common
Stock(o).......................... 3.7
Fees and Expenses(p).............. 112.5
--------- ---------
Total Cash Sources........... $ 1,452.2 Total Cash Uses................... $ 1,452.2
======== ========
NON-CASH SOURCES NON-CASH USES
--------------------------------------------- ---------------------------------------------
New Senior Notes(g)............... $ 140.0 Old F4L Senior Notes Exchanged.... $ 140.0
Assumed Old F4L Senior Notes...... 35.0 Assumed Old F4L Senior Notes...... 35.0
New F4L Senior Subordinated Old F4L Senior Subordinated Notes
Notes........................... 116.0 Exchanged......................... 116.0
Assumed Old F4L Senior Assumed Old F4L Senior
Subordinated Notes.............. 29.0 Subordinated Notes................ 29.0
New Senior Subordinated 225.5 Old RGC Notes Exchanged........... 225.5
Notes(h)........................
New Discount Debentures(f)........ 41.0 Fees and Expenses(p).............. 22.5
Assumed Capital Leases and Other Assumed Capital Leases and Other
Debt............................ 162.9 Debt.............................. 162.9
Seller Debentures(i).............. 131.5 Purchase RSI Common Stock(i)...... 150.0
--------- ---------
Total Non-Cash Sources....... $ 880.9 Total Non-Cash Uses............... $ 880.9
======== ========
</TABLE>
---------------
(a) Food 4 Less has accepted a commitment letter from Bankers Trust pursuant to
which Bankers Trust has agreed, subject to certain conditions, to provide
the Company up to a maximum aggregate amount of $1,075 million of financing
under the New Credit Facility. It is anticipated that the New Credit
Facility will be syndicated to a number of financial institutions for whom
Bankers Trust will act as agent. The New Credit Facility will provide for
(i) the New Term Loans in the aggregate amount of up to $750 million,
comprised of the $375 million Tranche A Loan, the $125 million Tranche B
Loan, the $125 million Tranche C Loan, and the $125 million Tranche D Loan
and (ii) the $325 million New Revolving Facility. The Tranche A Loan may
not be fully funded at the Closing Date. The New Credit Facility will
provide that the portion of the Tranche A Loan not funded at the Closing
Date will be available for a period of 91 days following the Closing Date
to fund the Change of Control Offer. See "Description of the New Credit
Facility."
(b) The New Revolving Facility will provide for a $325 million line of credit
which will be available for working capital requirements and general
corporate purposes. Up to $150 million of the New Revolving Facility may be
used to support standby letters of credit.
26
<PAGE> 34
The letters of credit will be used to cover workers' compensation
contingencies and for other purposes permitted under the New Revolving
Facility. The Company anticipates that letters of credit for approximately
$92.6 million will be issued under the New Revolving Facility at closing,
in replacement of existing letters of credit, primarily to satisfy the
State of California's requirements relating to workers compensation
self-insurance.
(c) Represents New Senior Notes issued pursuant to this Offering. If Food 4
Less receives tenders in excess of the Minimum Exchange in the RGC Offers,
Food 4 Less may elect to decrease the amount of New Senior Notes being
offered pursuant to this Offering.
(d) Represents New Senior Subordinated Notes issued pursuant to this Offering.
If Food 4 Less receives tenders in excess of the Minimum Exchange in the
RGC Offers, Food 4 Less may elect to decrease the amount of New Senior
Subordinated Notes being offered pursuant to this Offering. It is not
anticipated that the amount of New Senior Subordinated Notes offered
pursuant to this Offering will be reduced below $100 million principal
amount.
(e) Does not include the $10 million equity contribution by Ralphs management.
See note (m) below. Concurrently with the New Equity Investment, certain
existing stockholders of New Holdings (formerly stockholders of FFL),
including affiliates of George Soros, will sell outstanding shares of New
Holdings stock to CLH, which in turn will sell such shares to the New
Equity Investors for an aggregate purchase price of $57.8 million (which
represents the same price per share as will be paid in the New Equity
Investment). In connection with the New Equity Investment, the New Equity
Investors will contribute the common stock so acquired to New Holdings in
consideration for newly-issued preferred shares. See "Description of
Capital Stock -- New Equity Investment."
(f) Represents $100 million initial accreted value of New Discount Debentures,
$59 million of which will be issued for cash, $18.5 million of which will
be issued to the RSI stockholders as Merger consideration and $15 million,
$5 million and $2.5 million of which will be issued to Yucaipa, BT
Securities and Apollo, respectively, in satisfaction of fees otherwise
payable by the Company and New Holdings in connection with the Merger and
the Financing.
(g) Represents New Senior Notes issued pursuant to the F4L Exchange Offers,
which will be part of the same issue as the New Senior Notes issued
pursuant to this Offering.
(h) Represents New Senior Subordinated Notes issued pursuant to the RGC Offers,
which will be part of the same issue as the New Senior Subordinated Notes
issued pursuant to this Offering.
(i) In connection with the RSI Merger, New Holdings will issue $131.5 million
principal amount of the Seller Debentures as part of the purchase price for
the RSI common stock, up to $10 million of which may be put to Yucaipa on
the Closing Date at a purchase price equal to their principal amount
pursuant to the Put Agreement. In addition, Yucaipa will be reimbursed by
the Company for (i) any losses incurred upon the resale of the $10 million
principal amount of Seller Debentures which may be put to it pursuant to
the Put Agreement and (ii) its expenses in connection with the Merger and
the related transactions. See "Certain Relationships and Related
Transactions -- Food 4 Less."
(j) Includes $375 million to be paid in cash to stockholders of RSI and $0.9
million to be paid in cash to holders of RSI management stock options. See
"Executive Compensation -- New Management Stock Option Plan and Management
Investment."
(k) Represents the purchase of Old RGC Notes tendered for cash pursuant to the
RGC Offers. In addition, to the extent any Old RGC Notes remain outstanding
following consummation of the RGC Offers, a portion of the Tranche A Loan
not fully funded at the Closing Date will be available to fund the purchase
of Old RGC Notes pursuant to the Change of Control Offer.
(l) Represents accrued interest payable on all debt securities assumed to be
tendered pursuant to the F4L Exchange Offers and the RGC Offers.
(m) Represents payments to or for the benefit of Ralphs management with respect
to outstanding EARs in connection with the Merger. Ralphs management will
receive New Holdings stock options in exchange for the cancellation of the
remaining EAR liability of $10 million. See "Executive
Compensation -- Equity Appreciation Rights Plan" and "Certain Relationships
and Related Transactions -- Food 4 Less."
(n) Represents the repayment of outstanding mortgage indebtedness of Ralphs in
the principal amount of $174.0 million, plus the estimated amount of the
prepayment fees payable with respect thereto.
(o) Represents the purchase of shares of New Holdings common stock from
stockholders who have exercised statutory dissenters' rights in connection
with the FFL Merger. There are no other shares subject to statutory
dissenters' rights.
(p) Includes advisory fees of $19 million to be paid to Yucaipa, other fees of
$5 million to be paid to BT Securities and commitment fees of $5 million to
be paid to Apollo, upon the closing of the Merger. Of such amounts, $15
million of Yucaipa's advisory fee, $2.5 million of Apollo's commitment fee
and BT Securities' $5 million fee will be paid through the issuance of New
Discount Debentures in lieu of cash. Such New Discount Debentures will be
contributed by them to the partnership that will acquire all of the New
Discount Debentures. Yucaipa anticipates that it in turn will pay a cash
fee of approximately $3.5 million to Soros Fund Management in consideration
for advisory services which Soros Fund Management has rendered since 1991.
See "Certain Relationships and Related Transactions -- Food 4 Less."
For additional information, see "Description of the New Credit Facility," "The
Exchange Offers" and "Description of Holding Company Indebtedness."
27
<PAGE> 35
PRO FORMA CAPITALIZATION
The following table sets forth the pro forma combined capitalization of the
Company as of January 29, 1995, adjusted to give effect to the Merger, the FFL
Merger, the Reincorporation Merger and the Financing (and certain related
assumptions) and the application of the proceeds therefrom. This presentation
assumes that $225.5 million principal amount of Old RGC Notes is tendered into
the RGC Offers in exchange for New Senior Subordinated Notes, $224.5 million
principal amount of Old RGC Notes is tendered into the RGC Offers for cash, $256
million principal amount of Old F4L Notes is tendered into the F4L Exchange
Offers and $103.6 million principal amount (at maturity) of Discount Notes is
tendered into the Holdings Offer to Purchase. This presentation also assumes
that any Old RGC Notes not tendered into the RGC Offers are repurchased after
the Closing Date pursuant to the Change of Control Offer. The table should be
read in conjunction with the Unaudited Pro Forma Combined Financial Statements
and the historical consolidated financial statements of Ralphs and Food 4 Less
and related notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
PRO FORMA
CAPITALIZATION
---------------
(IN MILLIONS)
<S> <C>
Cash..................................................................................... $ 54.7
=============
Short-term and current portion of long-term debt:
New Term Loans......................................................................... $ 3.8
Other indebtedness..................................................................... 24.3
---------------
Total short-term and current portion of long-term debt.......................... $ 28.1
=============
Long-term debt:
New Term Loans(a)...................................................................... $ 746.2
New Revolving Facility(b).............................................................. 38.9
Other indebtedness..................................................................... 131.7
New Senior Notes(c).................................................................... 435.0
Old F4L Senior Notes................................................................... 35.0
New Senior Subordinated Notes(d)....................................................... 425.5
New F4L Senior Subordinated Notes...................................................... 116.0
Old F4L Senior Subordinated Notes...................................................... 29.0
---------------
Total long-term debt............................................................ 1,957.3
---------------
Stockholder's equity:
Common stock, $.01 par value........................................................... 0.0
Additional paid-in capital............................................................. 464.4
Notes receivable(e).................................................................... (0.7)
Retained deficit....................................................................... (176.7)
Treasury stock......................................................................... (5.8)
---------------
Total stockholder's equity........................................................... 281.2
---------------
Total capitalization............................................................ $ 2,238.5
=============
</TABLE>
---------------
(a) Food 4 Less has accepted a commitment letter from Bankers Trust pursuant to
which Bankers Trust has agreed, subject to certain conditions, to provide
the Company up to a maximum aggregate amount of $1,075 million of financing
under the New Credit Facility. It is anticipated that the New Credit
Facility will be syndicated to a number of financial institutions for whom
Bankers Trust will act as agent. The New Credit Facility will provide for
(i) the New Term Loans in the aggregate amount of up to $750 million,
comprised of the $375 million Tranche A Loan, the $125 million Tranche B
Loan, the $125 million Tranche C Loan and the $125 million Tranche D Loan
and (ii) the $325 million New Revolving Facility. The Tranche A Loan may not
be fully funded at the Closing Date. The New Credit Facility will provide
that the portion of the Tranche A Loan not funded at the Closing Date will
be available for a period of 91 days following the Closing Date to fund the
Change of Control Offer. See "Description of the New Credit Facility."
(b) The New Revolving Facility will provide for a $325 million line of credit
which will be available for working capital requirements and general
corporate purposes. Up to $150 million of the New Revolving Facility may be
used to support standby letters of credit. The letters of credit will be
used to cover workers' compensation contingencies and for other purposes
permitted under the New Revolving Facility. The Company anticipates that
letters of credit for approximately $92.6 million will be issued under the
New Revolving Facility at closing, in replacement of existing letters of
credit, primarily to satisfy the State of California's requirements relating
to workers' compensation self-insurance.
(c) Includes the New Senior Notes issued pursuant to this Offering and the New
Senior Notes issued pursuant to the F4L Exchange Offers.
(d) Includes the New Senior Subordinated Notes issued pursuant to this Offering
and the New Senior Subordinated Notes issued pursuant to the RGC Offers. In
accordance with the terms of the Old RGC Indentures, holders of Old RGC
Notes not exchanged for New Senior Subordinated Notes or purchased pursuant
to the RGC Offers will be entitled to have such Old RGC Notes repurchased by
the Company pursuant to the Change of Control Offer which will occur up to
91 days following the closing of the Merger. A portion of the Tranche A Loan
not fully funded at the Closing Date will be available to fund the purchase
of Old RGC Notes pursuant to the Change of Control Offer.
(e) Represents notes receivable from shareholders of Holdings with respect to
the purchase of Holdings' common stock. See "Executive Compensation -- Food
4 Less Stock Plan."
28
<PAGE> 36
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements of the
Company for the 52 weeks ended June 25, 1994 and as of and for the 31 weeks
ended January 29, 1995, give effect to the Merger, the FFL Merger, the
Reincorporation Merger and the Financing (and certain related assumptions set
forth below) and the application of the proceeds therefrom as if such
transactions occurred on June 27, 1993, with respect to the pro forma operating
and other data, and as of January 29, 1995, with respect to the pro forma
balance sheet data. Such pro forma information combines the results of
operations of Food 4 Less for the 52 weeks ended June 25, 1994 and the results
of operations and balance sheet data as of and for the 31 weeks ended January
29, 1995, with the results of operations of Ralphs for the 52 weeks ended July
17, 1994 and the results of operations and balance sheet data as of and for the
32 weeks ended January 29, 1995, respectively. For information regarding the
Merger and the Financing, see "The Merger and the Financing."
The pro forma adjustments are based upon the following assumptions: (i)
$225.5 million principal amount of Old RGC Notes are tendered into the RGC
Offers in exchange for New Senior Subordinated Notes, (ii) $224.5 million
principal amount of Old RGC Notes are tendered into the RGC Offers for cash,
(iii) $256 million principal amount of Old F4L Notes are tendered into the F4L
Exchange Offers and (iv) $103.6 million principal amount (at maturity) of
Discount Notes are tendered into the Holdings Offer to Purchase. The
presentation also assumes that $200 million principal amount of New Senior
Subordinated Notes are issued pursuant to this Offering and that $295 million
principal amount of New Senior Notes are issued pursuant to this Offering. In
addition, the unaudited pro forma combined financial statements have been
prepared based upon the assumption that upon consummation of the Merger, the
Company will divest or close 32 stores.
The pro forma adjustments are based upon currently available information
and upon certain assumptions that management believes are reasonable. The Merger
will be accounted for by the Company as a purchase of Ralphs by Food 4 Less and
Ralphs' assets and liabilities will be recorded at their estimated fair market
values at the date of the Merger. The adjustments included in the unaudited pro
forma combined financial statements represent the Company's preliminary
determination of these adjustments based upon available information. There can
be no assurance that the actual adjustments will not differ significantly from
the pro forma adjustments reflected in the pro forma financial information.
The unaudited pro forma combined financial statements are not necessarily
indicative of either future results of operations or results that might have
been achieved if the foregoing transactions had been consummated as of the
indicated dates. The unaudited pro forma combined financial statements should be
read in conjunction with the historical consolidated financial statements of
Food 4 Less and Ralphs, together with the related notes thereto, included
elsewhere in this Prospectus.
29
<PAGE> 37
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
52 WEEKS ENDED
--------------------------
RALPHS FOOD 4 LESS
(HISTORICAL) (HISTORICAL)
(UNAUDITED) (AUDITED)
JULY 17, JUNE 25, PRO FORMA PRO FORMA
1994 1994 ADJUSTMENTS COMBINED
----------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
Sales........................................... $ 2,709.7 $2,585.2 $(241.4)(a) $5,053.5
Cost of sales................................... 2,076.3 2,115.9 (194.7)(a) 4,005.3
4.2(b)
2.8(c)
0.8(d)
----------- ------------ ----------- ---------
Gross profit............................... 633.4 469.3 (54.5) 1,048.2
Selling, general and administrative
expenses(n)................................... 469.1 388.8 (36.4)(a) 833.1
8.1(b)
1.4(d)
1.6(e)
0.5(f)
Amortization of excess cost over net assets
acquired...................................... 11.0 7.7 10.6(g) 29.3
Provision for restructuring..................... 2.4 0.0 -- 2.4
----------- ------------ ----------- ---------
Operating income........................... 150.9 72.8 (40.3) 183.4
Other expenses:
Interest expense -- cash(l)................... 93.2 57.0 73.0(h) 223.2
Interest expense -- non-cash(l)............... 9.4 5.8 -- 15.2
Amortization of debt issuance costs(l)........ 6.4 5.5 2.2(h) 14.1
Loss on disposal of assets...................... 1.8 -- -- 1.8
Provision for earthquake loss................... 11.0 4.5 -- 15.5
----------- ------------ ----------- ---------
Earnings (loss) before income tax
provision(o)............................. 29.1 (0.0) (115.5) (86.4)
Income tax expense (benefit).................... (108.0) 2.7 105.3(i) --
----------- ------------ ----------- ---------
Net earnings (loss)(m)..................... $ 137.1 $ (2.7) $(220.8) $ (86.4)
========= ========= ========= ========
Preferred stock accretion....................... -- 8.8 (8.8)(j) --
Earnings (loss) applicable to common
shares................................... $ 137.1 $ (11.5) $(212.0) $ (86.4)
========= ========= ========= ========
Ratio of earnings to fixed charges(k)(l)... 1.2x 1.0x --
========= ========= ========
</TABLE>
See Notes to Unaudited Pro Forma Combined Statement of Operations.
30
<PAGE> 38
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS -- CONTINUED
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
32 WEEKS 31 WEEKS
ENDED ENDED
----------- -------------
RALPHS FOOD 4 LESS
(HISTORICAL) (HISTORICAL)
(UNAUDITED) (AUDITED)
JANUARY 29, JANUARY 29, PRO FORMA PRO FORMA
1995 1995 ADJUSTMENTS COMBINED
----------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
Sales.......................................... $ 1,695.8 $ 1,556.5 $(131.3)(a) $3,121.0
Cost of sales.................................. 1,304.5 1,294.1 (107.6)(a) 2,493.3
2.5(b)
(1.0)(c)
0.8(d)
----------- ------------- ----------- ---------
Gross profit.............................. 391.3 262.4 (26.0) 627.7
Selling, general and administrative
expenses(n).................................. 294.8 222.4 (18.3)(a) 506.4
4.8(b)
1.4(d)
1.0(e)
0.3(f)
Amortization of excess cost over net assets
acquired..................................... 6.8 4.6 6.1(g) 17.5
Provision for restructuring.................... 0.0 5.1 -- 5.1
----------- ------------- ----------- ---------
Operating income.......................... 89.7 30.3 (21.3) 98.7
Other expenses:
Interest expense -- cash(l).................. 60.5 35.3 39.1(h) 134.9
Interest expense -- non-cash(l).............. 5.6 3.5 -- 9.1
Amortization of debt issuance costs(l)....... 3.6 3.4 1.4(h) 8.4
Loss (gain) on disposal of assets............ 0.8 (0.4) -- 0.4
----------- ------------- ----------- ---------
Earnings (loss) before income tax
provision(o)............................ 19.2 (11.5) (61.8) (54.1)
Income tax expense (benefit)................... 0.0 0.0 -- 0.0
----------- ------------- ----------- ---------
Net earnings (loss)(m).................... $ 19.2 $ (11.5) $ (61.8) $ (54.1)
========= ========== ========= ========
Preferred stock accretion...................... -- 6.1 (6.1)(j) --
Earnings (loss) applicable to common
shares.................................. $ 19.2 $ (17.6) $ (55.7) $ (54.1)
========= ========== ========= ========
Ratio of earnings to fixed
charges(k)(l)........................... 1.2x -- --
========= ========== ========
</TABLE>
See Notes to Unaudited Pro Forma Combined Statement of Operations.
31
<PAGE> 39
NOTES TO UNAUDITED PRO FORMA
COMBINED STATEMENT OF OPERATIONS
(a) Reflects the anticipated closing or divestiture of 32 stores. Does not give
effect to the closure of 2 Food 4 Less stores open at October 1, 1994 which
were subsequently closed. Food 4 Less has determined that there is no
impairment of existing goodwill related to the store closures based on its
projection of future undiscounted cash flows.
(b) Represents the additional depreciation expense associated with the purchase
price allocation to property, plant and equipment of $160.0 million based on
the current estimate of fair market value. Property, plant and equipment is
being depreciated over an average useful life of 13 years. Depreciation
expense has been allocated among cost of sales and selling, general and
administrative expenses.
(c) Reflects the elimination of Ralphs historical LIFO provision.
(d) Reflects depreciation expense associated with approximately $36.8 million of
additional fixed assets required for the conversion of 23 Ralphs stores to
the Food 4 Less warehouse format and 122 Alpha Beta, Boys and Viva stores to
the Ralphs format.
(e) Reflects additional Yucaipa management fees ($2.0 million for the 52 weeks
ended June 25, 1994 and $1.2 million for the 31 weeks ended January 29,
1995) and the elimination of an annual guarantee fee ($0.4 million for the
52 weeks ended June 25, 1994 and $0.2 million for the 31 weeks ended January
29, 1995) paid by Ralphs to EJDC.
(f) Reflects increased compensation resulting from new employment agreements
with certain of the current executive officers of Ralphs.
(g) Reflects the amortization of the excess of cost over net assets acquired in
the Merger ($21.6 million for the 52 weeks ended June 25, 1994 and $12.9
million for the 31 weeks ended January 29, 1995) and elimination of Ralphs'
historical amortization ($11.0 million for the 52 weeks ended June 25, 1994
and $6.8 million for the 31 weeks ended January 29, 1995). Amortization has
been calculated on the straight line basis over a period of 40 years.
(h) The following table presents a reconciliation of pro forma interest expense
and amortization of deferred financing costs:
<TABLE>
<CAPTION>
52 WEEKS 31 WEEKS
ENDED ENDED
JUNE 25, 1994 JANUARY 29, 1995
------------- ----------------
<S> <C> <C>
Historical interest expense -- cash.......................................... $ 150.2 $ 95.8
------ ------
Plus: Interest on borrowings under:
New Credit Facility...................................................... 78.2 46.2
New Senior Notes......................................................... 33.3 19.8
New Senior Subordinated Notes............................................ 48.9 29.1
Other bank fees.......................................................... 3.9 2.3
Other debt............................................................... 2.0 2.1
Less: Interest on borrowings under:
Old bank term loans:
Ralphs................................................................. (21.3) (15.5)
Food 4 Less............................................................ (11.5) (7.7)
Old RGC Notes............................................................ (43.9) (27.0)
Other debt............................................................... (16.6) (10.2)
------ ------
Pro forma adjustment....................................................... 73.0 39.1
------ ------
Pro forma interest expense -- cash........................................... $ 223.2 $134.9
========== ============
Historical amortization of debt issuance costs............................... $ 11.9 $ 7.0
Plus:
Financing and exchange/consent fees...................................... 9.0 5.4
Other fees and expenses.................................................. 4.6 2.7
Less:
Historical financing costs:
Ralphs................................................................... (6.1) (3.6)
Food 4 Less.............................................................. (5.3) (3.1)
------ ------
Pro forma adjustment....................................................... 2.2 1.4
------ ------
Pro forma amortization of debt issuance costs................................ $ 14.1 $ 8.4
========== ============
</TABLE>
(i) Represents the elimination of the historical income tax benefit of Ralphs
($108.0 million for the 52 weeks ended June 25, 1994) and Food 4 Less
income tax expense ($2.7 million for the 52 weeks ended June 25, 1994)
given expected pro forma losses. The Company's ability to recognize income
tax benefits may be limited in accordance with Financial Accounting
Standard No. 109 "Accounting for Income Taxes." As such, no income tax
benefit has been reflected in these pro forma financial statements. See
"Certain Federal Income Tax Considerations."
(j) Reflects cancellation of cumulative convertible preferred stock of Food 4
Less held by Holdings.
(k) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of earnings before income taxes, cumulative effect of change in
accounting principles, extraordinary item and fixed charges before
capitalized interest. "Fixed charges" consist of interest expense (including
amortization of self-insurance reserves discount), capitalized interest,
amortization of deferred debt issuance costs and one-third of rental expense
(the portion deemed representative of the interest factor). The Company's
pro forma earnings were inadequate to cover pro forma fixed charges for the
52 weeks ended June 25, 1994 and for the 31 weeks ended January 29, 1995 by
approximately $86.4 million and $54.1 million, respectively. However, such
pro forma earnings included non-
32
<PAGE> 40
cash charges of $189.6 million for the 52 weeks ended June 25, 1994 and
$114.4 million for the 31 weeks ended January 29, 1995, primarily consisting
of depreciation and amortization.
(l) Supplemental Pro Forma Adjustments:
The table below shows the variations that would occur in the pro forma
cash and non-cash interest expense, the amortization of debt issuance costs
and the amount of the deficiency of earnings to fixed charges at different
participation levels of Old RGC Notes tendered in exchange for New Senior
Subordinated Notes in the RGC Offers (50.1%, 55.1%, 60.1% and 65.1%) and Old
F4L Notes tendered into the F4L Exchange Offers (80%, 85%, 90% and 95%). The
table also indicates the changes in the foregoing items (at each
participation level) that would result from each 25 basis point increase in
the interest rate on the New Senior Notes over the assumed rate of 11% and
each 25 basis point increase in the interest rate on the New Senior
Subordinated Notes over the assumed rate of 11.50%.
<TABLE>
<CAPTION>
52 WEEK PERIOD 31 WEEK PERIOD
----------------------------------------- -----------------------------------------
PARTICIPATION LEVEL(1) PARTICIPATION LEVEL(1)
----------------------------------------- -----------------------------------------
50.1/80% 55.1/85% 60.1/90% 65.1/95% 50.1/80% 55.1/85% 60.1/90% 65.1/95%
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest expense -- cash............ $223.2 $223.8 $224.3 $224.9 $134.9 $135.3 $135.6 $135.9
Interest expense -- non-cash........ 15.2 15.2 15.2 15.2 9.1 9.1 9.1 9.1
Amortization of debt issuance
costs............................. 14.1 14.2 14.3 14.4 8.4 8.5 8.5 8.6
Deficiency of earnings to fixed
charges(2)........................ 86.4 87.1 87.7 88.4 54.1 54.6 54.9 55.3
EFFECT OF EACH 25 BASIS POINT INCREASE
IN THE INTEREST RATE ON THE NEW
SENIOR NOTES AND NEW SENIOR
SUBORDINATED NOTES
Additional interest
expense -- cash................... $ 2.2 $ 2.2 $ 2.3 $ 2.4 $ 1.3 $ 1.3 $ 1.4 $ 1.4
Additional interest
expense -- non-cash............... -- -- -- -- -- -- -- --
Additional amortization of debt
issuance costs.................... -- -- -- -- -- -- -- --
Additional deficiency of earnings to
fixed charges(2).................. 2.2 2.2 2.3 2.4 1.3 1.3 1.4 1.4
</TABLE>
-------------------
(1) If Food 4 Less receives tenders in excess of the Minimum Exchange in
the RGC Offers, Food 4 Less may elect to decrease the amount of New
Senior Subordinated Notes being offered pursuant to this Offering
and/or decrease the amount of New Senior Notes being offered
pursuant to this Offering.
(2) "Earnings" consist of earnings before income taxes, cumulative
effect of change in accounting principles, extraordinary item and
fixed charges before capitalized interest. "Fixed charges" consist
of interest expense (including amortization of self-insurance
reserves discount), capitalized interest, amortization of deferred
debt issuance costs and one-third of rental expense (the portion
deemed representative of the interest factor).
(m) The unaudited pro forma results of operations for the 52 weeks ended June
25, 1994 and the 31 weeks ended January 29, 1995 do not include certain
one-time non-recurring costs related to (i) severance payments under certain
employment contracts with Food 4 Less management totalling $1.4 million that
are subject to change of control provisions and the achievement of earnings
and sales targets, (ii) costs related to the integration of the Company's
operations which are estimated to be $50.0 million over a three-year period,
(iii) $1.8 million in costs related to the cancellation of an employment
agreement, or (iv) other costs related to warehouse closures, which costs
are not presently determinable.
(n) Pro forma combined cost of sales and selling, general and administrative
expenses for the 52 weeks ended June 25, 1994 and the 31 weeks ended January
29, 1995 include reduced employer contributions of $25.8 million and $22.1
million, respectively, related to union health and welfare benefit plans.
(o) The pro forma combined loss before income tax provision for the 52 weeks
ended June 25, 1994 and the 31 weeks ended January 29, 1995 includes
reductions in self insurance reserves of $26.4 million and $28.0 million,
respectively.
(p) "EBITDA," as defined and presented historically by RGC, represents net
earnings before interest expense, income tax expense (benefit), depreciation
and amortization expense, post-retirement benefits, the LIFO charge,
provision for restructuring, provision for earthquake losses, a one-time
charge for Teamsters Union sick pay benefits, transition expense and gains
and losses on disposal of assets. EBITDA is a widely accepted financial
indicator of a company's ability to service debt. However, EBITDA should not
be construed as an alternative to operating income or to cash flows from
operating activities (as determined in accordance with generally accepted
accounting principles) and should not be construed as an indication of the
Company's operating performance or as a measure of liquidity. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
33
<PAGE> 41
The following table presents a reconciliation of pro forma EBITDA (as
defined):
<TABLE>
<CAPTION>
52 WEEKS ENDED 31 WEEKS ENDED
JUNE 25, 1994 JANUARY 29, 1995
-------------- --------------
<S> <C> <C>
Historical EBITDA:
Ralphs EBITDA............................................................ $228.1 $143.5
EBITDA margin(1)....................................................... 8.4% 8.5%
Food 4 Less EBITDA....................................................... $130.5 $ 76.9
EBITDA margin.......................................................... 5.0% 4.9%
Less: Pro Forma Adjustments(2)............................................. $(16.1) $ (9.1)
------ ------
Pro Forma EBITDA........................................................... $342.5 $211.3
=============== ===============
Pro Forma EBITDA margin.................................................. 6.8% 6.8%
=============== ===============
</TABLE>
-------------------
(1) EBITDA margin represents EBITDA (as defined) as a percentage of
sales.
(2) Reflects primarily EBITDA (as defined) associated with closed or
divested stores and the adjustments referred to in notes (e) and (f)
above.
34
<PAGE> 42
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
RALPHS FOOD 4 LESS
(HISTORICAL) (HISTORICAL)
(AUDITED) (AUDITED)
JANUARY 29, JANUARY 29, PRO FORMA
1995 1995 ADJUSTMENTS PRO FORMA
------------ ----------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................... $ 35.1 $ 19.6 $ 0.0(a) $ 54.7
Accounts receivable........................... 43.6 23.4 -- 67.0
Inventories................................... 221.4 224.7 39.9(b) 486.0
Prepaid expense and other current assets...... 19.8 22.2 -- 42.0
------------ ----------- ----------- ---------
Total current assets.................. 319.9 289.9 39.9 649.7
Investments..................................... 0.0 12.4 -- 12.4
Property, plant and equipment................... 624.7 380.4 160.0(c) 1,140.3
(22.8)(d)
(2.0)(e)
Excess of cost over net assets acquired, net.... 365.4 263.1 498.6(f) 1,127.1
Beneficial lease rights......................... 49.2 0.0 -- 49.2
Deferred debt issuance costs, net............... 23.0 25.5 93.6(g) 99.6
(42.5)(h)
Deferred income taxes........................... 112.5 0.0 (112.5)(i) 0.0
Other assets.................................... 15.2 29.4 (12.9)(d) 36.7
5.0(j)
------------ ----------- ----------- ---------
Total assets.......................... $1,509.9 $ 1,000.7 $ 604.4 $3,115.0
========= ========= ========= ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt.......... $ 84.0 $ 27.2 $ (83.1)(k) $ 28.1
Short-term debt............................... 51.5 0.0 (51.5)(l) 0.0
Accounts payable.............................. 176.6 190.5 -- 367.1
Accrued expenses.............................. 99.8 118.3 (17.6)(m) 207.0
4.7(d)
1.8(n)
Current portion of self-insurance reserves.... 27.5 28.6 -- 56.1
------------ ----------- ----------- ---------
Total current liabilities............. 439.4 364.6 (145.7) 658.3
Long-term debt.................................. 883.0 506.6 567.7(o) 1,957.3
Self-insurance reserves......................... 44.9 44.1 -- 89.0
Deferred income taxes........................... 0.0 17.5 -- 17.5
Lease valuation reserve......................... 29.0 0.0 -- 29.0
Other non-current liabilities................... 86.4 10.1 (27.8)(p) 82.7
11.0(q)
3.0(e)
------------ ----------- ----------- ---------
Total liabilities..................... 1,482.7 942.9 408.2 2,833.8
------------ ----------- ----------- ---------
Stockholder's equity:
Preferred Stock............................... 0.0 65.1 (65.1)(r) 0.0
Common Stock.................................. 0.3 0.0 (0.3)(s) 0.0
Additional paid-in capital.................... 175.2 107.7 65.1(r) 464.4
10.0(p)
100.0(t)
31.6(u)
150.0(s)
(175.2)(v)
Notes receivable from shareholders of
parent..................................... 0.0 (0.7) -- (0.7 )
Retained deficit.............................. (148.3) (112.2) (22.3)(w) (176.7 )
148.3(v)
(40.4)(d)
(1.8)(n)
Treasury stock................................ 0.0 (2.1) (3.7)(x) (5.8 )
------------ ----------- ----------- ---------
Total stockholder's equity(y)......... 27.2 57.8 196.2 281.2
------------ ----------- ----------- ---------
Total liabilities and stockholder's
equity.............................. $1,509.9 $ 1,000.7 $ 604.4 $3,115.0
========= ========= ========= ========
</TABLE>
See Notes to Unaudited Pro Forma Combined Balance Sheet.
35
<PAGE> 43
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(a) Reflects gross proceeds received from (i) the New Term Loans, (ii) the New
Revolving Facility, (iii) the New Equity Investment and (iv) the Offering
used to retire certain debt and liabilities and to pay financing costs and
other related fees as set forth in the following table:
<TABLE>
<S> <C>
New Term Loans............................................................................ $ 750.0
New Revolving Facility.................................................................... 38.9
New Senior Notes.......................................................................... 295.0
New Senior Subordinated Notes............................................................. 200.0
New Equity Investment..................................................................... 140.0
New Discount Debentures................................................................... 59.0
Purchase Discount Notes................................................................... (84.4)
Purchase RSI Common Stock................................................................. (375.9)
Repay Ralphs 1992 Credit Agreement........................................................ (297.4)
Repay F4L Credit Agreement................................................................ (153.0)
Purchase Old RGC Notes.................................................................... (226.8)
Pay EAR liability......................................................................... (17.8)
Loan to affiliate......................................................................... (5.0)
Repay other Ralphs debt................................................................... (188.8)
Purchase New Holdings Common Stock........................................................ (3.7)
Accrued Interest.......................................................................... (17.6)
Fees and Expenses......................................................................... (112.5)
-------
Pro forma adjustment.............................................................. $ 0.0
=======
</TABLE>
(b) Reflects the elimination of Ralphs historical LIFO reserve ($17.4 million)
and the write-up of merchandise inventory ($22.5 million); both to reflect
current estimated selling prices less costs of disposal and a reasonable
profit allowance for the selling effort of the acquiring company.
(c) Reflects the estimated write-up to fair value of Ralphs property, plant and
equipment as of the date of the Merger.
(d) Reflects estimated restructuring charge associated with closing 29 Food 4
Less conventional supermarkets or warehouse stores and converting 5 Food 4
Less conventional supermarkets to warehouse stores. Pursuant to the
settlement agreement with the State of California, 24 Food 4 Less stores (as
well as 3 Ralphs stores) must be closed by December 31, 1995. See
"Business -- California Settlement Agreement." Although not required by such
settlement agreement, an additional 5 under-performing stores selected by
the Company also are scheduled to be closed by December 31, 1995. The
restructuring charge consists of write-downs of property, plant and
equipment ($22.8 million), write-off of the Alpha Beta trademark ($8.6
million), write-off of other assets ($4.3 million), lease termination
expenses ($3.1 million), and miscellaneous expense accruals ($1.6 million).
The expected cash payments to be made in connection with the restructuring
charge total $7.1 million. It is expected that such cash payments will be
made by December 31, 1995. The estimated restructuring charge will be
recorded as an expense once the Merger is completed. No additional expenses
are expected to be incurred in future periods in connection with these
closings. Food 4 Less has determined that there is no impairment of existing
goodwill related to the store closures based on its projections of future
undiscounted cash flows.
(e) Reflects the anticipated closing of 3 Ralphs stores.
(f) Reflects the excess of costs over the fair value of the net assets of Ralphs
acquired in connection with the Merger ($864.0 million) and the elimination
of Ralphs historical excess of costs over the fair value of the net assets
acquired ($365.4 million). The purchase price and preliminary calculation of
the excess of cost over the net book value of assets acquired is as follows:
<TABLE>
<S> <C>
Purchase price:
Purchase of outstanding common equity.................................................. $ 525.9
Fees and expenses...................................................................... 53.0
--------
Total purchase price................................................................... $ 578.9
=======
Purchase price is financed by:
Seller Debentures...................................................................... $ 131.5
New Discount Debentures................................................................ 18.5
New Equity Investment.................................................................. 140.0
New borrowings......................................................................... 288.9
--------
$ 578.9
=======
</TABLE>
Preliminary calculation of purchase price allocated to assets and
liabilities based on management's estimate of fair values as of January
29, 1995:
<TABLE>
<S> <C>
Cash................................................................................... $ 35.1
Receivables............................................................................ 43.6
Inventories............................................................................ 261.3
Other current assets................................................................... 19.8
Property, fixtures and equipment....................................................... 782.7
Beneficial lease rights................................................................ 49.2
Goodwill............................................................................... 864.0
Other assets........................................................................... 18.0
Current liabilities.................................................................... (424.8)
Obligations under capital leases....................................................... (89.1)
Long-term debt......................................................................... (806.6)
Other non-current liabilities.......................................................... (174.3)
--------
$ 578.9
=======
</TABLE>
36
<PAGE> 44
<TABLE>
<S> <C> <C>
Pro forma book value of historical assets acquired:
Historical net book value at January 29, 1995:.................................. $ 27.2
Less book value of historical assets with no value at the acquisition date:
Historical deferred tax asset............................................... 112.5
Historical goodwill......................................................... 365.4
Historical deferred debt costs.............................................. 20.2 (498.1)
------ --------
Negative pro forma book value of net assets acquired........................ 470.9
Purchase price.................................................................. 578.9
--------
Excess of purchase price to be allocated...................................... $1,049.8
=======
Excess allocated to:
Inventories..................................................................... $ 39.9
Property, fixtures and equipment................................................ 160.0
Goodwill........................................................................ 864.0
Other non-current liabilities................................................... (14.1)
--------
$1,049.8
=======
</TABLE>
(g) Reflects the debt issuance costs associated with the New Credit Facility,
($33.7 million), the RGC Offers ($2.2 million), the F4L Exchange Offers
($2.6 million), the New Senior Notes offered hereby ($8.9 million) and the
New Senior Subordinated Notes offered hereby ($6.0 million), the cash
exchange payments associated with the RGC Offers ($4.5 million) and the F4L
Exchange Offers ($3.0 million) and other financing costs ($32.7 million).
These amounts have been capitalized as deferred financing costs.
(h) Reflects the elimination of deferred debt issuance costs associated with the
Ralphs 1992 Credit Agreement (as defined) ($6.3 million), the F4L Credit
Agreement (as defined) ($9.0 million), the Old RGC Notes ($10.4 million) and
the Old F4L Notes ($13.3 million) and other indebtedness of RGC and Food 4
Less ($3.5 million) to be repaid in connection with the Merger.
(i) Reflects the elimination of Ralphs deferred tax asset associated with
changes in the financial reporting basis of assets. The combined Company may
be required to record a valuation allowance on all or some deferred tax
assets in compliance with Financial Accounting Standard No. 109 "Accounting
for Income Taxes." This determination may be based, in part, on historical
or expected earnings. For purposes of these pro forma financial statements
it has been assumed that all deferred net tax assets have been fully
reserved.
(j) Represents a loan to a corporation owned by Yucaipa affiliates. The
corporation will invest the loan proceeds in a partnership that will
purchase New Discount Debentures. All proceeds received by the Company from
the repayment of the loan will be paid to former holders of Ralphs EARs in
satisfaction of the deferred EAR liability. See "Certain Relationships and
Related Transactions -- Food 4 Less."
(k) Reflects the repayment and cancellation of the current maturities of Ralphs
1992 Credit Agreement ($65.0 million), the F4L Credit Agreement ($19.8
million), certain other Ralphs debt ($2.1 million) and the recording of the
current maturities of the New Credit Facility ($3.8 million).
(l) Reflects the repayment of Ralphs' old revolving credit facility.
(m) Reflects the payment of accrued interest on the Ralphs 1992 Credit Agreement
($1.5 million), the F4L Credit Agreement ($2.7 million), the Old RGC Notes
($5.5 million), the Old F4L Notes ($6.3 million) and other indebtedness of
RGC and Food 4 Less ($1.6 million) to be repaid in connection with the
Merger.
(n) Represents the liability to an executive under his employment contract due
to a change of control provision.
(o) Reflects the repayment and cancellation of the Ralphs 1992 Credit Agreement
and the F4L Credit Agreement, and the repayment of certain other Ralphs
debt, and records borrowings under the New Credit Facility as set forth in
the table below:
<TABLE>
<S> <C>
New Term Loans............................................................................ $ 746.2
New Revolving Facility.................................................................... 38.9
New Senior Notes.......................................................................... 295.0
New Senior Subordinated Notes............................................................. 200.0
Repay Ralphs 1992 Credit Agreement........................................................ (180.0)
Repay F4L Credit Agreement................................................................ (133.2)
Purchase Old RGC Notes.................................................................... (224.5)
Repay other Ralphs debt................................................................... (174.7)
-------
Net pro forma adjustment.......................................................... $ 567.7
=======
</TABLE>
(p) Reflects payments with respect to a portion of the Ralphs EAR liability
($17.8 million) and the issuance of New Holdings stock options in
consideration of the cancellation of the remaining Ralphs EAR liability
($10.0 million). See "Executive Compensation -- Equity Appreciation Rights
Plan." No future compensation expense will be recorded as the cancellation
of certain EAR liabilities ($10.0 million) in consideration for the issuance
of New Holdings stock options is deemed to reflect fair value.
(q) Reflects a reserve for Ralphs unfunded defined benefit pension plan,
determined as the difference between the projected benefit obligation of the
plans as compared to the fair value of plan assets, less amounts previously
accrued.
(r) Reflects cancellation of cumulative convertible preferred stock of Food 4
Less held by Holdings.
(s) Reflects the contribution by New Holdings of RSI stock acquired through the
issuance of $131.5 million aggregate principal amount of the Seller
Debentures and $18.5 million initial accreted value of the New Discount
Debentures.
(t) Reflects the contribution by New Holdings of RSI stock acquired with $100
million of the cash proceeds from the New Equity Investment.
(u) Reflects the contribution by New Holdings of $11.6 million in cash proceeds
from the New Equity Investment and the satisfaction by New Holdings, through
the issuance of New Discount Debentures, of $20.0 million in fees otherwise
payable by the Company in connection with the Merger and the Financing.
37
<PAGE> 45
(v) Reflects the elimination of Ralphs historical equity.
(w) Represents the write-off of the historical deferred debt issuance costs of
Food 4 Less related to its refinanced debt.
(x) Represents the purchase of shares of New Holdings common stock from
stockholders who have exercised statutory dissenters' rights in connection
with the FFL Merger. There are no other shares subject to statutory
dissenters' rights.
(y) The unaudited pro forma combined balance sheet as of January 29, 1995 does
not include certain one-time non-recurring costs related to (i) severance
payments under certain employment contracts with Food 4 Less management
totaling $1.4 million that are subject to change of control provisions and
the achievement of earnings and sales targets, (ii) costs related to the
integration of the Company's operations which are estimated to be $50.0
million (includes an estimated $12.0 million related to termination and
severance costs) over a three-year period, (iii) other costs related to
warehouse closures, which costs are not presently determinable, or (iv) any
contingent liability to reimburse Yucaipa in the event it incurs a loss on
the resale of $10 million principal amount of the Seller Debentures.
38
<PAGE> 46
SELECTED HISTORICAL FINANCIAL DATA OF RALPHS
The following table presents selected historical financial data of RGC (as
the predecessor of RSI) as of and for the 53 weeks ended February 3, 1991, and
the 52 weeks ended February 2, 1992, and summary historical financial data of
RSI for the 52 weeks ended January 31, 1993, January 30, 1994 and January 29,
1995, which have been derived from the financial statements of RSI and RGC
audited by KPMG Peat Marwick LLP, independent certified public accountants. The
following information should be read in conjunction with the Unaudited Pro Forma
Combined Financial Statements, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the historical consolidated
financial statements of RSI and RGC and related notes thereto included elsewhere
in this Prospectus.
<TABLE>
<CAPTION>
53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED ENDED ENDED
FEBRUARY 3, FEBRUARY 2, JANUARY 31, JANUARY 30, JANUARY 29,
1991 1992 1993 1994 1995
------------ ------------ ----------- ----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Sales................................................... $2,799.1 $2,889.2 $ 2,843.8 $ 2,730.2 $ 2,724.6
Cost of sales........................................... 2,225.4 2,275.2 2,217.2 2,093.7 2,101.0
------------ ------------ ----------- ----------- -----------
Gross profit............................................ 573.7 614.0 626.6 636.5 623.6
Selling, general and administrative expenses(a)......... 438.0 459.2 470.0 471.0 467.0
Provision for equity appreciation rights................ 15.3 18.3 -- -- --
Amortization of excess of cost over net assets
acquired.............................................. 11.0 11.0 11.0 11.0 11.0
Provisions for restructuring and tax indemnification
payments(b)........................................... -- 10.0 7.1 2.4 --
------------ ------------ ----------- ----------- -----------
Operating income........................................ 109.4 115.5 138.5 152.1 145.6
Interest expense(c)................................... 128.5 130.2 125.6 108.8 112.7
Loss on disposal of assets and provisions for legal
settlement and earthquake losses(d)................. 6.4 13.0 10.1 12.9 0.8
Income tax expense (benefit)............................ 12.8 13.5 8.3 (108.0)(e) --
Cumulative effect of change in accounting for
postretirement benefits other than pensions........... (13.1) -- -- -- --
Extraordinary item-debt refinancing, net of tax
benefits.............................................. -- -- (70.6) -- --
------------ ------------ ----------- ----------- -----------
Net earnings (loss)(f).................................. $ (51.4) $ (41.2) $ (76.1) $ 138.4 $ 32.1
========== ========== ========= ========= =========
Ratio of earnings to fixed charges(g)................... --(g) --(g) 1.02x 1.24x 1.24x
BALANCE SHEET DATA (end of period):
Working capital surplus (deficit)....................... $ (93.9) $ (114.2) $ (122.0) $ (73.0) $ (119.5)
Total assets............................................ 1,406.4 1,357.6 1,388.5 1,483.7 1,509.9
Total debt(h)........................................... 986.1 941.9 1,029.8 998.9 1,018.5
Redeemable stock........................................ 3.0 3.0 -- -- --
Stockholders' equity (deficit).......................... (16.0) (57.2) (133.3) 5.1 27.2
OTHER DATA:
Depreciation and amortization(i)........................ $ 75.2 $ 76.6 $ 76.9 $ 74.5 $ 76.0
Capital expenditures.................................... 87.6 50.4 102.7 62.2 64.0
Stores open at end of period............................ 150 158 159 165 173
EBITDA (as defined)(j).................................. $ 207.0 $ 225.8 $ 227.3 $ 230.2 $ 230.2
EBITDA margin(k)........................................ 7.4% 7.8% 8.0% 8.4% 8.4%
</TABLE>
---------------
(a) Includes provision for post retirement benefits other than pensions of $2.2
million, $2.6 million, $3.3 million, $3.4 million and $2.6 million for the
53 weeks ended February 3, 1991, the 52 weeks ended February 2, 1992,
January 31, 1993, January 30, 1994 and January 29, 1995, respectively.
(b) Provisions for restructuring are charges for expenses relating to closing of
Ralphs central bakery operation. The charge reflected the complete
write-down of the bakery building, machinery and equipment, leaseholds,
related inventory and supplies, and providing severance pay to terminated
employees. These charges were $7.1 million and $2.4 million for the 52 weeks
ended January 31, 1993 and the 52 weeks ended January 30, 1994,
respectively. Provision for tax indemnification payments to Federated were
$10.0 million for the 52 weeks ended February 2, 1992.
(c) Interest expense includes non-cash charges related to the amortization of
deferred debt issuance costs of $4.1 million for the 53 weeks ended February
3, 1991, $5.0 million for the 52 weeks ended February 2, 1992, $5.5 million
for the 52 weeks ended January 31, 1993, $6.5 million for the 52 weeks ended
January 30, 1994 and $6.1 million for the 52 weeks ended January 29, 1995,
respectively.
(d) Loss on disposal of assets was $6.4 million, $13.0 million, $2.6 million,
$1.9 million and $0.8 million for the 53 weeks ended February 3, 1991, the
52 weeks ended February 2, 1992, January 31, 1993, January 30, 1994 and
January 29, 1995, respectively. The 52 weeks ended February 2, 1992 includes
approximately $12.2 million representing a reserve against losses related to
the closing of three stores. Provision for legal settlement was $7.5 million
for the 52 weeks ended January 31, 1993. Provision for earthquake losses was
$11.0 million for the 52 weeks ended January 30, 1994. This represents
reserve for losses, net of anticipated insurance recoveries, resulting from
the January 17, 1994 Southern California earthquake.
(e) Includes recognition of $109.1 million of deferred income tax benefit and
$1.1 million current income tax expense for Fiscal 1993 (see Note 11 of
Notes to Consolidated Financial Statements of Ralphs Supermarkets, Inc.).
39
<PAGE> 47
(f) Net earnings (loss) includes a pre-tax provision for self insurance, which
is classified in cost of sales, selling, general and administrative expenses
and interest expense, of $29.2 million, $31.2 million, $36.9 million, $36.3
million, and $20.0 million, for the 53 weeks ended February 3, 1991, the 52
weeks ended February 2, 1992, the 52 weeks ended January 31, 1993, the 52
weeks ended January 30, 1994 and the 52 weeks ended January 29, 1995,
respectively. Included in the 52 weeks ended January 30, 1994 and the 52
weeks ended January 29, 1995 are reduced employer contributions of $11.8
million and $12.7 million, respectively, related to union health and welfare
benefit plans.
(g) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of earnings before income taxes, cumulative effect of change in
accounting principles, extraordinary items and fixed charges before
capitalized interest. "Fixed charges" consist of interest expense (including
amortization of self-insurance reserves discount), capitalized interest,
amortization of deferred debt issuance costs and one-third of rental expense
(the portion deemed representative of the interest factor). Earnings were
insufficient to cover fixed charges for the 53 weeks ended February 3, 1991
and the 52 weeks ended February 2, 1992 by $25.5 million and $27.7 million,
respectively.
(h) Total debt includes long-term debt, current maturities of long-term debt,
short-term debt and capital lease obligations.
(i) For the 53 weeks ended February 3, 1991, the 52 weeks ended February 2,
1992, January 31, 1993, January 30, 1994 and January 29, 1995, depreciation
and amortization includes amortization of the excess of cost over net assets
acquired of $11.0 million, $11.0 million, $11.0 million, $11.0 million and
$11.0 million, respectively.
(j) "EBITDA," as defined and presented historically by RGC, represents net
earnings before interest expense, income tax expense (benefit), depreciation
and amortization expense, provisions for Equity Appreciation Rights,
provision for tax indemnification payments to Federated, provision for
postretirement benefits, the LIFO charge, extraordinary item relating to
debt refinancing, provision for legal settlement, provision for
restructuring, provision for earthquake losses, a one-time charge for
Teamsters Union sick pay benefits, transition expense and gains and losses
on disposal of assets. EBITDA is a widely accepted financial indicator of a
company's ability to service debt. However, EBITDA should not be construed
as an alternative to operating income or to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) and should not be construed as an indication of Ralphs'
operating performance or as a measure of liquidity. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
(k) EBITDA margin represents EBITDA (as defined) as a percentage of sales.
40
<PAGE> 48
SELECTED HISTORICAL FINANCIAL DATA OF FOOD 4 LESS
The following table presents selected historical financial data of Food 4
Less as of and for the 53 weeks ended June 30, 1990 and the 52 weeks ended June
29, 1991, June 27, 1992, June 26, 1993 and June 25, 1994 and the 31 weeks ended
January 29, 1995 which have been derived from the financial statements of Food 4
Less audited by Arthur Andersen LLP, independent public accountants. The summary
historical financial data of Food 4 Less presented below as of and for the 32
weeks ended February 5, 1994 have been derived from unaudited financial
statements of Food 4 Less which, in the opinion of management, reflect all
material adjustments, consisting of only normal recurring adjustments, necessary
for a fair presentation of such data. The following information should be read
in conjunction with the Unaudited Pro Forma Combined Financial Statements,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical consolidated financial statements of Food 4 Less
and related notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
53 WEEKS ENDED 52 WEEKS ENDED 52 WEEKS ENDED 52 WEEKS ENDED 52 WEEKS ENDED 32 WEEKS ENDED 31 WEEKS ENDED
JUNE 30, JUNE 29, JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1990 1991(a) 1992 1993 1994(b) 1994 1995
-------------- -------------- -------------- -------------- -------------- -------------- --------------
(DOLLARS IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING
DATA:
Sales...... $1,318.2 $1,606.6 $2,913.5 $2,742.0 $2,585.2 $1,616.7 $1,556.5
Cost of
sales.... 1,113.4 1,340.9 2,392.7 2,257.8 2,115.9 1,317.2 1,294.1
-------------- -------------- -------------- -------------- -------------- -------------- --------------
Gross
profit... 204.8 265.7 520.8 484.2 469.3 299.5 262.4
Selling,
general,
administrative
and other
expenses... 157.8 213.1 469.7 434.9 388.8 252.3 222.4
Amortization
of excess
cost over
net
assets
acquired... 5.3 5.3 7.8 7.6 7.7 4.7 4.6
Restructuring
charge... -- -- -- -- -- -- 5.1(d)
-------------- -------------- -------------- -------------- -------------- -------------- --------------
Operating
income... 41.7 47.3 43.3 41.7 72.8 42.5 30.3
Interest
expense(c)... 50.8 50.1 70.2 69.8 68.3 42.2 42.2
Loss (gain)
on
disposal
of
assets... -- 0.6 (1.3) (2.1) -- 0.1 (0.4)
Provision
for
earthquake
losses... -- -- -- -- 4.5 -- --
Provision
for
income
taxes.... 1.0 2.5 3.4 1.4 2.7 1.0 --
Extraordinary
charge... -- 3.7(f) 4.8(g) -- -- -- --
-------------- -------------- -------------- -------------- -------------- -------------- --------------
Net
loss(e)... $ (10.1) $ (9.6) $ (33.8) $ (27.4) $ (2.7) $ (0.8) $ (11.5)
============= ============= ============= ============= ============= ============= =============
Ratio of
earnings
to fixed
charges(h).. --(h) --(h) --(h) --(h) 1.0x 1.0x --(h)
BALANCE SHEET DATA (end of period)(i):
Working
capital
surplus
(deficit)... $ (40.5) $ 13.7 $ (66.3) $ (19.2) $ (54.9) $ (13.8) $ (74.8)
Total
assets... 574.7 980.0 998.5 957.8 980.1 957.4 1,000.7
Total
debt(j)... 360.7 558.9 525.3 538.1 517.9 526.3 533.8
Redeemable
stock.... 5.1 -- -- -- -- -- --
Stockholder's
equity... 20.6 84.6 50.8 72.9 69.0 71.4 57.8
OTHER DATA:
Depreciation
and
amortization(k)...$ 25.8 $ 31.9 $ 54.9 $ 57.6 $ 57.1 $ 34.8 $ 36.6
Capital
expenditures... 36.4 34.7 60.3 53.5 57.5 29.1 49.0
Stores open
at end of
period... 115 259 249 248 258 249 267
EBITDA (as
defined)(l)... $ 69.5 $ 80.7 $ 103.1 $ 105.9 $ 130.5 $ 79.8 $ 76.9
EBITDA
margin(m)... 5.3% .0% 3.5% 3.9% 5.0% 4.9% 4.9%
</TABLE>
---------------
(a) Operating data for the 52 weeks ended June 29, 1991 include the results of
Alpha Beta only from June 17, 1991, the date of its acquisition. Alpha
Beta's sales for the two weeks ended June 29, 1991 were $59.2 million.
(b) Operating data for the 52 weeks ended June 25, 1994 include the results of
the Food Barn stores, which were not material, from March 29, 1994, the date
of the acquisition of the Food Barn stores.
(c) Interest expense includes non-cash charges related to the amortization of
deferred financing costs of $4.1 million for the 53 weeks ended June 30,
1990, $5.2 million for the 52 weeks ended June 29, 1991, $6.3 million for
the 52 weeks ended June 27, 1992, $4.9 million for the 52 weeks ended June
26, 1993, $5.5 million for the 52 weeks ended June 25, 1994, $3.4 million
for the 32 weeks ended February 5, 1994 and $3.4 million for the 31 weeks
ended January 29, 1995.
(d) Represents the recording of a restructuring charge for the write-off of
property and equipment in connection with the conversion of 11 conventional
format supermarkets to warehouse format stores.
(e) Net loss includes a pre-tax provision for self insurance, which is
classified in cost of sales, selling, general and administrative expenses
and interest expense of $11.2 million, $15.1 million, $51.1 million, $43.9
million, $25.7 million, 24.8 million, and $9.8 million for the 53 weeks
ended June 30, 1990, the 52 weeks ended June 29, 1991, the 52 weeks ended
June 27, 1992, the 52 weeks ended June 26, 1993, the 52 weeks ended June 25,
1994, the 32 weeks ended
41
<PAGE> 49
February 5, 1994 and the 31 weeks ended January 29, 1995, respectively.
Included in the 52 weeks ended June 25, 1994, the 32 weeks ended February 5,
1994 and the 31 weeks ended January 29, 1995 are reduced employer
contributions of $8.1 million, $3.7 million and $14.3 million, respectively,
related to union health and welfare benefit plans.
(f) Represents an extraordinary charge of $3.7 million (net of related income
tax benefit of $2.5 million) relating to the refinancing of certain
indebtedness in connection with the Alpha Beta acquisition and the write-off
of related debt issuance costs.
(g) Represents an extraordinary net charge of $4.8 million reflecting the
write-off of $6.7 million (net of related income tax benefit of $2.5
million) of deferred debt issuance costs as a result of the early redemption
of a portion of Food 4 Less' term loan facility under the F4L Credit
Agreement, partially offset by a $1.9 million extraordinary gain (net of a
related income tax expense of $0.7 million) on the replacement of partially
depreciated assets following the civil unrest in Los Angeles.
(h) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of loss before provision for income taxes and extraordinary charges,
plus fixed charges. "Fixed charges" consist of interest on all indebtedness,
amortization of deferred debt issuance costs and one-third of rental expense
(the portion deemed representative of the interest factor). Earnings were
insufficient to cover fixed charges for the 53 weeks ended June 30, 1990,
the 52 weeks ended June 29, 1991, June 27, 1992 and June 26, 1993 and the 31
weeks ended January 29, 1995 by approximately $9.1 million, $3.4 million,
$25.6 million, $25.9 million and $11.5 million, respectively. However, such
earnings included non-cash charges of $29.9 million for the 53 weeks ended
June 30, 1990, $37.0 million for the 52 weeks ended June 29, 1991, $61.2
million for the 52 weeks ended June 27, 1992 and $62.5 million for the 52
weeks ended June 26, 1993 and $40.0 million for the 31 weeks ended January
29, 1995, primarily consisting of depreciation and amortization.
(i) Balance sheet data as of June 30, 1990 relate to Food 4 Less and include the
effect of the BHC Acquisition, as well as the acquisitions of Bell Markets,
Inc. and certain assets of ABC Market Corp. Balance sheet data as of June
29, 1991, June 27, 1992, June 26, 1993 and February 5, 1994 relate to Food 4
Less and reflect the Alpha Beta acquisition and the financings and
refinancings associated therewith. Balance sheet data as of June 25, 1994
and January 29, 1995 relate to Food 4 Less and reflect the acquisition of
the Food Barn stores.
(j) Total debt includes long-term debt, current maturities of long-term debt and
capital lease obligations.
(k) For the 53 weeks ended June 30, 1990, the 52 weeks ended June 29, 1991, June
27, 1992, June 26, 1993 and June 25, 1994, and the 32 weeks ended February
5, 1994 and the 31 weeks ended January 29, 1995, depreciation and
amortization includes amortization of excess of cost over net assets
acquired of $5.3 million, $5.3 million, $7.8 million, $7.6 million, $7.7
million, $4.7 million and $4.6 million, respectively.
(l) "EBITDA," as defined and presented historically by Food 4 Less, represents
income before interest expense, depreciation and amortization expense, the
LIFO provision, provision for incomes taxes, provision for earthquake
losses, provision for restructuring and the one-time adjustment to the
Teamsters Union sick pay accrual. EBITDA is a widely accepted financial
indicator of a company's ability to service debt. However, EBITDA should not
be construed as an alternative to operating income or to cash flows from
operating activities (as determined in accordance with generally accepted
accounting principles) and should not be construed as an indication of Food
4 Less' operating performance or as a measure of liquidity. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
(m) EBITDA margin represents EBITDA (as defined) as a percentage of sales.
42
<PAGE> 50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The combination of Ralphs and Food 4 Less will create the largest
supermarket operator in Southern California with an estimated 264 conventional
format Ralphs stores and an estimated 68 price-impact Food 4 Less warehouse
format stores. The Company will operate an additional 63 stores in Northern
California and certain areas of the Midwest. Management believes that the
Company's dual format strategy will appeal to a broad range of Southern
California consumers and enable the Company to significantly enhance its overall
competitive position. In addition, the Company expects to achieve cost savings
and incremental profitability through the integration of advertising,
administration, purchasing, distribution, manufacturing and other operations.
Due to its increased size, dual format strategy and integration related costs,
the Company believes that its future operating results may not be directly
comparable to the historical operating results of either Ralphs or Food 4 Less.
Certain factors which are expected to affect the future operating results of the
Company (or their comparability to prior periods) are discussed below.
Regional Economic Conditions. In recent periods Ralphs and Food 4 Less have
each been affected by the adverse economic conditions that have existed in
Southern California since approximately 1991. These conditions were exacerbated
by the substantial layoffs in the defense and aerospace industries and by the
civil unrest in Los Angeles in April, 1992. In addition, management estimates
that approximately eight million square feet of supermarket selling space has
been added in Southern California over the past five years. As a result of these
factors and general deflationary pressures in certain food product categories,
Ralphs and Food 4 Less have each experienced declining comparable store sales in
recent periods. Over the last three fiscal years, Food 4 Less' and Ralphs' total
sales declined by 11.3% and 4.2%, respectively, however, both Food 4 Less' and
Ralphs' comparable store sales declines have begun to moderate in recent months.
Despite these adverse sales trends, however, each company has improved its
profitability over the same period as discussed in greater detail below.
Although data indicate a mild recovery in the Southern California economy and
management believes that overall sales trends in Southern California should
improve along with the economy, there can be no assurance that such improvements
will occur. Management believes that its dual format strategy and anticipated
cost savings will leave it well positioned to take advantage of improvements in
the regional economy and growing population and to compete effectively in the
Southern California marketplace. See "Risk Factors -- Regional Economic
Conditions."
Integration Costs and Restructuring Charges. The two principal components
of the Company's integration strategy will be (i) the conversion of up to 122 of
Food 4 Less' conventional stores (primarily Alpha Beta stores) to the Ralphs
name and format and the conversion of 16 other (Boys and Viva) Food 4 Less
conventional stores (11 of which were recently completed) and 23 Ralphs stores
to the Food 4 Less price impact warehouse format; and (ii) the achievement of
substantial cost savings through the consolidation of warehousing, manufacturing
and distribution operations and the elimination of certain other duplicative
overhead costs. Management has estimated that approximately $90 million of net
annual cost savings (as compared to such costs for the pro forma combined fiscal
year ended June 25, 1994) are achievable by the end of the fourth year of
combined operations. Although a portion of the anticipated cost savings is
premised upon the completion of certain capital expenditures, management
believes that over 70% of the cost savings could be achieved without making any
Merger-related capital expenditures. See "Business -- The Merger" and "Risk
Factors -- Ability to Achieve Anticipated Cost Savings." Management believes
that approximately $117 million in Merger-related capital expenditures and $50
million of other non-recurring costs will be required to complete store
conversions, integrate operations and expand warehouse facilities over this
four-year period. Management expects that the non-recurring integration costs
will effectively offset any cost savings in the first year following the Merger.
See "-- Liquidity and Capital Resources." In addition, management anticipates
that certain non-recurring costs associated with the integration of operations
will be recorded as a restructuring charge. The charge will cover costs
associated with the writedown of property and equipment and related reserves
associated with the conversion of certain Food 4 Less conventional supermarkets
to warehouse stores and the closure of certain Food 4 Less conventional stores
as well as the
43
<PAGE> 51
write-off of the Alpha Beta trademark. This restructuring charge has been
estimated, for purposes of the pro forma financial information included
elsewhere herein, at approximately $45.5 million. On December 14, 1994, Food 4
Less and Ralphs entered into a Settlement Agreement (the "Settlement Agreement")
with the State of California. See "Business -- California Settlement Agreement."
Under the Settlement Agreement, the Company must divest a total of 27 stores (24
Food 4 Less conventional supermarkets or warehouse stores and 3 Ralphs stores).
In addition, although not required pursuant to the Settlement Agreement, an
additional 5 under-performing stores selected by the Company are scheduled to be
closed following the Merger. It is anticipated that such closures and store
conversions will be substantially completed by December 31, 1995. The estimated
restructuring charge aggregating $45.5 million for the 24 Food 4 Less stores to
be divested under the Settlement Agreement, the planned closures (5 Food 4 Less
stores) and the conversion of 16 Food 4 Less conventional stores to warehouse
format stores reflects (i) the writedown of property, plant and equipment ($27.9
million), (ii) the write-off of the Alpha Beta trademark ($8.6 million), (iii)
the write-off of other assets ($4.3 million), (iv) lease termination expense
($3.1 million) and (v) miscellaneous expense accruals ($1.6 million). The
expected cash payments to be made in connection with the restructuring charge
will total $7.1 million. It is expected that such cash payments will be made by
December 31, 1995. As a result of the completion of 11 of the 16 planned Food 4
Less conventional store conversions during the second quarter of the current
fiscal year, Food 4 Less has recorded a non-cash restructuring charge of $5.1
million in its results of operations for the 31 weeks ended January 29, 1995.
Food 4 Less has determined that there is no impairment of existing goodwill
related to the store closures based on its projections of future undiscounted
cash flows. The remaining estimated restructuring charge will be recorded as an
expense once the Merger is completed. The divestiture of the 3 Ralphs stores
pursuant to the Settlement Agreement will be reflected in the allocation of the
purchase price and therefore will not give rise to any restructuring charge.
Store Mix. Approximately 28% of the Company's total anticipated number of
stores following the Merger are expected to be warehouse format stores. Because
these stores offer prices that are generally 5-12% below those in Food 4 Less'
conventional stores, they produce lower gross profit margins than an average
conventional supermarket. As a result, the Company's consolidated gross margin
following the Merger is expected to decline from the levels historically
reported by Ralphs. In addition, if the percentage of warehouse stores in the
overall store mix increases following the Merger, as expected, the Company's
consolidated gross margins should also be expected to decline slightly over
time. Because of the reduced SG&A (as defined) costs associated with the
warehouse format stores, management believes that overall profitability of the
warehouse stores is comparable to that of conventional stores.
Purchase Accounting. The Merger will be accounted for as a purchase of
Ralphs by Food 4 Less. As a result, the assets and liabilities of Ralphs will be
recorded at their estimated fair market values on the date the Merger is
consummated. The purchase price in excess of the fair market value of Ralphs'
assets will be recorded as goodwill and amortized over a forty year period. The
purchase price allocation reflected in the pro forma statements is based on
management's preliminary estimates. The actual purchase accounting adjustments
will be determined following the Merger and may vary from the amounts reflected
in the Unaudited Pro Forma Financial Data included elsewhere herein.
Fiscal Year and Restatement of Food 4 Less Financial Statements. Food 4
Less and Holdings each have filed a Form 8-K with the Commission to announce
that they will adopt Ralphs' fiscal year end for financial reporting purposes.
Ralphs' fiscal year ends on the Sunday closest to January 31. In connection with
the preparation of this Prospectus, Food 4 Less elected to restate its
historical financial statements to conform to Ralphs' classification of certain
expenses. The changes primarily involved the reclassification of certain labor,
occupancy and utility costs associated with product deliveries as cost of goods
sold, which were previously classified as selling, general, administrative and
other expense, net. In addition, depreciation expense, which had been reported
separately by Food 4 Less with the amortization of goodwill, was classified as
cost of goods sold or selling, general, administrative and other expense, net,
as appropriate. The amounts aggregated $236.2 million, $224.5 million, $219.5
million and $129.1 million (unaudited) for the fiscal years ended June 27, 1992,
June 26, 1993, June 25, 1994 and the 32 weeks ended February 5, 1994. Food 4
Less has also classified a portion of its self-insurance costs as interest
expense that was previously recorded in selling, general, administrative and
other expense, net. These self-insurance amounts were reclassified to more
44
<PAGE> 52
completely segregate the interest component of self-insurance costs arising from
discounting long-term obligations. The amounts reclassified aggregated $5.0
million, $5.9 million, $5.8 million and $3.8 million (unaudited) for the fiscal
years ended June 27, 1992, June 26, 1993, June 25, 1994 and the 32 weeks ended
February 5, 1994. All historical financial information for Food 4 Less included
in this Prospectus reflects these reclassifications.
RESULTS OF OPERATIONS OF RALPHS
The following table sets forth the historical operating results of Ralphs
for the 52 weeks ended January 31, 1993 ("Fiscal 1992"), January 30, 1994
("Fiscal 1993") and January 29, 1995 ("Fiscal 1994"):
<TABLE>
<CAPTION>
52 WEEKS ENDED
--------------------------------------------------------
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
---------------- ---------------- ----------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Sales............................................... $2,843.8 100.0% $2,730.2 100.0% $2,724.6 100.0%
Cost of sales....................................... 2,217.2 78.0 2,093.7 76.7 2,101.0 77.1
Selling, general and administrative expenses........ 470.0 16.5 471.0 17.2 467.0 17.2
Operating income(a)................................. 138.5 4.9 152.1 5.6 145.6 5.3
Net interest expense................................ 125.6 4.4 108.8 4.0 112.7 4.1
Provision for earthquake losses(b).................. -- -- 11.0 0.4 -- --
Income tax expense (benefit)........................ 8.3 0.3 (108.0) (4.0) -- --
Extraordinary item.................................. 70.6 2.5 -- -- -- --
Net earnings (loss)................................. (76.1) (2.7) 138.4 5.1 32.1 1.2
</TABLE>
---------------
(a) Operating income reflects charges of $7.1 million in Fiscal 1992 and $2.4
million in Fiscal 1993, for expenses relating to closing of central bakery
operation. The charges reflected the complete write-down of the bakery
building, machinery and equipment, leaseholds, related inventory and
supplies, and providing severance pay to terminated employees.
(b) Represents reserve for losses, net of expected insurance recoveries,
resulting from the January 17, 1994 Southern California earthquake.
COMPARISON OF RALPHS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JANUARY 29,
1995 WITH RALPHS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JANUARY 30, 1994.
Sales
For the fifty-two weeks ended January 29, 1995, sales were $2,724.6
million, a decrease of $5.6 million or 0.2% from the fifty-two weeks ended
January 30, 1994. During Fiscal 1994, Ralphs opened ten new stores (four in Los
Angeles County, three in Orange County, one in San Diego County and two in
Riverside County), closed two stores (in conjunction with new stores opening in
the same areas), and completed five store remodels. Comparable store sales
decreased 3.7%, which included an increase of 0.3% for replacement store sales,
from $2,707.9 million in Fiscal 1993 to $2,606.4 million in Fiscal 1994. Ralphs
sales continued to be adversely affected by the continuing softness of the
economy in Southern California, continuing competitive new store and remodeling
activity and recent pricing and promotional changes by competitors. Ralphs
continued to take steps to mitigate the impact of the weak retailing environment
in its markets, which included continuing its own new store and remodeling
program and initiating the Ralphs Savings Plan in February 1994, a new marketing
campaign specifically designed to enhance customer value. See "Business --
Advertising and Promotion."
On January 17, 1994, an earthquake in Southern California caused
considerable damage in Los Angeles and surrounding areas. Several Ralphs
supermarkets suffered earthquake damage, with 54 stores closed on the morning of
January 17th. Thirty-four stores reopened within one day and an additional 17
stores reopened within three days. Three stores in the San Fernando Valley area
of Los Angeles suffered major structural damage. All three stores have since
reopened for business, with the last reopening on April 15, 1994. Management
believes that there was some negative impact on sales resulting from the
temporary disruption of business resulting from the earthquake. Ralphs is
partially insured for earthquake losses. The pre-tax financial impact, net of
expected insurance recoveries, is expected to be approximately $11.0 million and
Ralphs
45
<PAGE> 53
reserved for this loss in Fiscal 1993. The gross earthquake loss is
approximately $25.3 million and the expected insurance recovery is approximately
$14.3 million.
Cost of Sales
Cost of sales increased $7.3 million or 0.3% from $2,093.7 million in
Fiscal 1993 to $2,101.0 million in Fiscal 1994. As a percentage of sales, cost
of sales increased to 77.1% in Fiscal 1994 from 76.7% in Fiscal 1993. The
increase in cost of sales as a percentage of sales included a one-time charge
for Teamsters Union sick pay benefits pursuant to a new contract ratified in
August 1994 with the Teamsters. The total charge was $2.5 million, of which $2.1
million was included in cost of sales and $0.4 million in selling, general and
administrative expense. Increases in cost of sales were partially offset by
savings in warehousing and distribution costs, reductions in self-insurance
costs, pass-throughs of increased operating costs and increases in relative
margins where allowed by competitive conditions.
Warehousing and distribution cost savings were primarily attributable to
Ralphs' ASRS and PSC facilities along with the ongoing implementation of new
computer-controlled programs and labor standards that improved distribution
productivity. The ASRS facility can hold substantially more inventory and
requires fewer employees to operate than does a conventional warehouse of equal
size. This facility has reduced Ralphs' warehousing costs of non-perishable
items markedly, enabling it to take advantage of advance buying opportunities
and minimize "out-of-stocks." Ralphs engages in forward-buy purchases to take
advantage of special prices or to delay the impact of upcoming price increases
by purchasing and warehousing larger quantities of merchandise than immediately
required. The PSC facility has consolidated the operations of three existing
facilities and holds more inventory than the facilities it replaced, thereby
reducing Ralphs' warehouse distribution costs.
Over the last several years, Ralphs has been implementing modifications in
its workers compensation and general liability insurance programs. Ralphs
believes that these modifications have resulted in a significant reduction in
self-insurance costs for Fiscal 1994. Based on a review of the results of these
modifications by Ralphs and its actuaries, adjustments to the accruals for
self-insurance costs were made during Fiscal 1994 resulting in a reduction of
approximately $18.9 million. Of the total $18.9 million reduction in
self-insurance costs, $7.5 million is included in cost of sales and $11.4
million is included in selling, general and administrative expenses.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") decreased $4.0
million or 0.8% from $471.0 million in Fiscal 1993 to $467.0 million in Fiscal
1994. As a percentage of sales, SG&A was 17.2% in Fiscal 1993 and 17.2% in
Fiscal 1994. The decrease in SG&A was primarily due to a reduction in
contributions to the United Food and Commercial Workers Union ("UFCW") health
care benefit plans, due to an excess reserve in these plans, a reduction in
self-insurance costs, as discussed above, and the results of cost savings
programs instituted by Ralphs. Ralphs is continuing its expense reduction
program. The decrease in SG&A was partially offset by several factors including
increases in union wage rates, a one-time charge for Teamsters Union sick pay
benefits, as discussed above, transition expense relating to the Merger ($1.4
million) and increased rent expense resulting from new stores, including fixture
and equipment financing.
Ralphs participates in multi-employer pension plans and health and welfare
plans administered by various trustees for substantially all union employees.
Contributions to these plans are based upon negotiated contractual rates. In
both Fiscal 1992 and Fiscal 1993 the multi-employer pension plan was deemed to
be overfunded based upon the collective bargaining agreement then currently in
force. During Fiscal 1993 the agreement called for pension benefits which
resulted in additional required expense. The UFCW health and welfare benefit
plans were overfunded and those employers who contributed to these plans
received a pro rata share of excess reserve in these health care benefit plans
through a reduction in current maintenance payments. Ralphs' share of the excess
reserve was approximately $24.5 million of which $11.8 million was recognized in
Fiscal 1993 and the remainder, $12.7 million, was recognized in Fiscal 1994.
Since employers
46
<PAGE> 54
are required to make contributions to the benefit funds at whatever level is
necessary to maintain plan benefits, there can be no assurance that plan
maintenance payments will remain at current levels.
Operating Income
Operating income in Fiscal 1994 decreased 4.3% to $145.6 million from
$152.1 million in Fiscal 1993. Operating margin, defined as operating income as
a percentage of sales, was 5.3% in Fiscal 1994 compared to 5.6% in Fiscal 1993.
EBITDA, defined as net earnings before interest expense, income tax expense
(benefit), depreciation and amortization expense, provision for postretirement
benefits, provision for LIFO expense, gain or loss on disposal of assets,
transition expense and a one-time charge for Teamsters Union sick pay benefits,
was 8.4% of sales or $230.2 million in Fiscal 1994 and 8.4% of sales or $230.2
million in Fiscal 1993.
Net Interest Expense
Net interest expense for Fiscal 1994 was $112.7 million versus $108.8
million for Fiscal 1993. Net interest expense increased primarily as a result of
increases in interest rates. Included as interest expense during Fiscal 1994 was
$97.4 million, representing interest expense on existing debt obligations,
capitalized leases and a swap agreement. Comparable interest expense for Fiscal
1993 was $92.8 million. Also included in net interest expense for Fiscal 1994
was $15.3 million representing certain other charges related to amortization of
debt issuance costs, self-insurance discounts, lease valuation reserves and
other miscellaneous charges (categorized by Ralphs as non-cash interest expense)
as compared to $16.0 million for Fiscal 1993. Investment income, which is
immaterial, has been offset against interest expense. The continuation of higher
interest rates subsequent to the end of Fiscal 1994 has continued to increase
interest expense and adversely affect Ralphs' net income.
Net Earnings
For Fiscal 1994, Ralphs reported net earnings of $32.1 million compared to
net earnings of $138.4 million for Fiscal 1993. The decrease in net earnings is
primarily the result of decreased operating income, higher interest expense due
to increased interest rates, the recognition of $109.1 million of deferred
income tax benefit in Fiscal 1993 partially offset by $11.0 million recorded for
earthquake losses in Fiscal 1993.
Other
In February 1994, the Board of Directors of Ralphs authorized a dividend of
$10.0 million to be paid to RSI, and the Board of Directors of RSI authorized
distribution of this dividend to its shareholders subject to certain restrictive
covenants in the instruments governing certain of Ralphs' indebtedness that
impose limitations on the declaration or payment of dividends. Ralphs' credit
agreement, entered into in 1992 (the "1992 Credit Agreement"), was amended to
allow for the payment of the dividend to RSI for distribution to RSI's
shareholders. The fee for the amendment was approximately $500,000, which was
included in interest expense for the period. The dividend was distributed to the
shareholders of RSI in the second quarter of Fiscal 1994.
COMPARISON OF RALPHS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JANUARY 30,
1994 WITH RALPHS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JANUARY 31, 1993.
Sales
Sales in Fiscal 1993 were $2,730.2 million, a decrease of $113.6 million or
4.0% compared to Fiscal 1992. During Fiscal 1993, Ralphs opened eight new
stores, four in Los Angeles County, two in Orange County and two in Riverside
County, and remodeled six stores. Two of the eight new stores replaced the two
stores closed during the fiscal year. Comparable store sales decreased 5.8%,
which included an increase of 0.6% for the replacement stores, from $2,823.4
million to $2,659.3 million in Fiscal 1993. Ralphs' sales continued to be
adversely affected by the significant recession in Southern California,
continuing competitive new store and remodelling activity and pricing and
promotional changes by competitors.
47
<PAGE> 55
Cost of Sales
Cost of sales decreased $123.5 million or 5.6% from $2,217.2 million in
Fiscal 1992 to $2,093.7 million in Fiscal 1993. As a percentage of sales, cost
of sales declined to 76.7% in Fiscal 1993 from 78.0% in Fiscal 1992. The
decrease in cost of sales as a percentage of sales was the result of savings in
warehousing and distribution costs, the pass-through of increased operating
costs and increases in relative margins where allowed by competitive conditions.
Selling, General and Administrative Expenses
SG&A increased $1.0 million or 0.2% from $470.0 million in Fiscal 1992 to
$471.0 million in Fiscal 1993. As a percentage of sales, SG&A increased from
16.5% in Fiscal 1992 to 17.2% in Fiscal 1993. The increase in SG&A as a
percentage of sales was the result of several factors including the soft sales
environment. Increases in expense were partially offset by cost savings programs
instituted by Ralphs.
Ralphs participates in multi-employer pension plans and health and welfare
plans administered by various trustees for substantially all union employees.
Contributions to these plans are based upon negotiated contractual rates. In
both Fiscal 1992 and Fiscal 1993 the UFCW multi-employer pension plan was deemed
to be overfunded based upon the collective bargaining agreement then currently
in force. During Fiscal 1993 the agreement called for pension benefits which
resulted in additional required expense. The UFCW health and welfare benefit
plans were overfunded and those employers who contributed to these plans are to
receive a pro rata share of the excess reserve in these health care benefit
plans through a reduction in current maintenance payments. Ralphs' share of the
excess reserve was approximately $24.5 million of which $11.8 million was
recognized in Fiscal 1993 and the remainder will be recognized in the fiscal
year ending January 29, 1995. The change in health and welfare plan expenses
resulted from the $11.8 million credit associated with the collective bargaining
agreement as well as a reduction in the current year plan expense due to the
overfunded status of the plan. Since employers are required to make
contributions to the benefit funds at whatever level is necessary to maintain
plan benefits, there can be no assurance that plan maintenance payments will
remain at current levels. Partially offsetting the reductions of health and
welfare maintenance payments was a $6.0 million contract ratification bonus paid
by Ralphs at the conclusion of contract negotiations with the UFCW in Fiscal
1993. The $6.0 million contract ratification payment was an item separate from
either of these plans.
Operating Income
Operating income in Fiscal 1993 increased to $152.1 million from $138.5
million in Fiscal 1992, a 9.8% increase. Operating margin increased in Fiscal
1993 to 5.6% from 4.9% in Fiscal 1992. This increase was primarily the result of
the aforementioned improvements in Ralphs' cost of sales percentage. EBITDA,
defined as net earnings before interest expense, income tax expense (benefit),
depreciation and amortization expenses, postretirement benefits, the LIFO
charge, extraordinary item relating to debt refinancing, provision for legal
settlement, provision for restructuring, provision for earthquake losses and
loss on disposal of assets, improved to $230.2 million or 8.4% of sales in
Fiscal 1993 from $227.3 million or 8.0% of sales in Fiscal 1992.
Net Interest Expense
Net interest expense for Fiscal 1993 was $108.8 million, compared to $125.6
million for Fiscal 1992. The reduction in net interest expense was attributable
to the refinancing and defeasance of Ralphs 14% Senior Subordinated Debentures
due 2000 (the "14% Debentures") with the proceeds from the issuance of the Old
RGC 9% Notes as the final step in a recapitalization plan initiated on July 30,
1992. Cash interest expense during Fiscal 1993 was $92.8 million compared to
$105.5 million in Fiscal 1992. Also included in interest expense for Fiscal 1993
was $16.0 million representing certain other charges relating to amortization of
debt issuance costs, self-insurance discount, lease valuation reserves and other
miscellaneous charges (categorized by Ralphs as non-cash interest expense) as
compared to $20.1 million for Fiscal 1992. Investment income, which is
immaterial, has been offset against interest expense.
48
<PAGE> 56
Earthquake Losses
Several Ralphs stores suffered earthquake damage from the January 17, 1994
earthquake in Southern California and 54 stores were completely shutdown on the
morning of January 17th. Management believes that there was some negative impact
on sales resulting from the temporary disruption of business resulting from the
earthquake. Ralphs is partially insured for earthquake losses. The pre-tax
financial impact, net of expected insurance recoveries, is expected to be
approximately $11.0 million and Ralphs reserved for this loss in Fiscal 1993.
The gross earthquake loss is approximately $25.3 million and the expected
insurance recovery is approximately $14.3 million.
Income Taxes
In Fiscal 1993, Ralphs recorded the incremental impact of The Omnibus
Budget Reconciliation Act of 1993 on net deductible temporary differences and
Ralphs increased its deferred income tax assets by a net amount of $109.1
million. Income tax expense (benefit) for Fiscal 1993 includes recognition of
$109.1 million of deferred income tax benefit and $1.1 million current income
tax expense for Fiscal 1993. See Note 11 of Notes to Ralphs Consolidated
Financial Statements.
Net Earnings
In Fiscal 1993, Ralphs reported net earnings of $138.4 million compared to
a net loss of $76.1 million for Fiscal 1992. This increase in net earnings was
primarily the result of Ralphs' recognition of $109.1 million of deferred income
tax benefit for Fiscal 1993 and the following items recorded in Fiscal 1992: (1)
an extraordinary charge, net of tax benefit, of $70.6 million relating to
Ralphs' recapitalization plan, (2) a provision of $7.1 million made for expenses
related to the closure of the central bakery operation (an additional charge of
$2.4 million was recorded in Fiscal 1993) and (3) a provision of $7.5 million
made for the maximum loss under a judgment rendered against Ralphs.
RESULTS OF OPERATIONS OF FOOD 4 LESS
The following table sets forth the historical operating results of Food 4
Less for the 52 weeks ended June 27, 1992 ("Fiscal 1992"), June 26, 1993
("Fiscal 1993") and June 25, 1994 ("Fiscal 1994"), for the 32 weeks ended
February 5, 1994 and for the 31 weeks ended January 29, 1995:
<TABLE>
<CAPTION>
52 WEEKS ENDED 32 WEEKS ENDED 31 WEEKS ENDED
---------------------------------------------------------- ---------------- ----------------
JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1992 1993 1994 1994 1995
---------------- ---------------- ---------------- ---------------- ----------------
(IN MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales...................... $2,913.5 100.0% $2,742.0 100.0% $2,585.2 100.0% $1,616.7 100.0% $1,556.5 100.0%
Gross profit............... 520.8 17.9 484.2 17.7 469.3 18.1 299.5 18.5 262.4 16.9
Selling, general,
administrative and other,
net...................... 469.7 16.1 434.9 15.9 388.8 15.0 252.3 15.6 222.4 14.3
Amortization of excess
costs over net assets
acquired................. 7.8 0.3 7.6 0.3 7.7 0.3 4.7 0.3 4.6 0.3
Restructuring charge....... -- -- -- -- -- -- -- -- 5.1 0.3
Operating income........... 43.3 1.5 41.7 1.5 72.8 2.8 42.5 2.6 30.3 1.9
Interest expense........... 70.2 2.4 69.8 2.5 68.3 2.6 42.2 2.6 42.2 2.7
Loss (gain) on disposal of
assets................... (1.3) -- (2.1) (0.1) -- -- 0.1 -- (0.4) --
Provision for earthquake
losses................... -- -- -- -- 4.5 0.2 -- -- -- --
Provision for income
taxes.................... 3.4 0.1 1.4 0.1 2.7 0.1 1.0 0.1 -- --
(Loss) before extraordinary
charges.................. (29.0) (1.0) (27.4) (1.0) (2.7) (0.1) (0.8) -- (11.5) (0.7)
Extraordinary charges...... 4.8 0.2 -- -- -- -- -- -- -- --
Net loss................... (33.8) (1.2) (27.4) (1.0) (2.7) (0.1) (0.8) -- (11.5) (0.7)
</TABLE>
49
<PAGE> 57
COMPARISON OF FOOD 4 LESS' RESULTS OF OPERATIONS FOR THE 31 WEEKS ENDED JANUARY
29, 1995 WITH FOOD 4 LESS' RESULTS OF OPERATIONS FOR THE 32 WEEKS ENDED FEBRUARY
5, 1994
Sales
Sales per week decreased $0.3 million, or 0.6%, from $50.5 million per week
in the 32 weeks ended February 5, 1994, to $50.2 million per week in the 31
weeks ended January 29, 1995, primarily as a result of a 4.6% decline in
comparable store sales, partially offset by sales from new and acquired stores
opened since February 5, 1994. Management believes that the decline in
comparable store sales is attributable to the weak economy in Southern
California and, to a lesser extent, in Food 4 Less' other operating areas, and
competitive store openings and remodels in Southern California.
Gross Profit
Gross profit decreased as a percentage of sales from 18.5% in the 32 weeks
ended February 5, 1994, to 16.9% in the 31 weeks ended January 29, 1995. The
decrease in gross profit margin resulted primarily from pricing and promotional
activities related to Food 4 Less' "Total Value Pricing" program and an increase
in the number of warehouse format stores (which have lower gross margins
resulting from prices that are generally 5-12% below the prices in Food 4 Less'
conventional stores) from 48 at February 5, 1994, to 89 at January 29, 1995. The
decrease in the gross profit margin was partially offset by improvements in
product procurement.
Selling, General, Administrative and Other, Net
Selling, general, administrative and other expenses, net ("SG&A") were
$252.3 million and $222.4 million for the 32 weeks ended February 5, 1994 and
the 31 weeks ended January 29, 1995, respectively. SG&A decreased as a
percentage of sales from 15.6% to 14.3% for the same periods. Food 4 Less
experienced a reduction of workers' compensation and general liability
self-insurance costs of $14.8 million during the 31 weeks ended January 29, 1995
due to continued improvement in the cost and frequency of claims. The improved
experience was due primarily to cost control programs implemented by Food 4
Less, including awards for stores with the best loss experience, specific
achievable goals for each store, and increased monitoring of third-party
administrators. In addition, Food 4 Less maintained tight control of
administrative expenses and store level expenses, including payroll (due
primarily to increased productivity), advertising and other controllable store
expenses. Because Food 4 Less' warehouse stores have lower SG&A than
conventional stores, the increase in the number of warehouse stores, from 48 at
February 5, 1994, to 89 at January 29, 1995, also contributed to decreased SG&A.
Food 4 Less participates in multi-employer health and welfare plans for its
store employees who are members of the UFCW. As part of the renewal of the
Southern California UFCW contract in October 1993, employers contributing to
UFCW health and welfare plans are to receive a pro rata share of the excess
reserves in the plans through a reduction of current employer contributions.
Food 4 Less' share of the excess reserves was $24.2 million, of which Food 4
Less recognized $3.7 million in the 32 weeks ended February 5, 1994 and $14.3
million in the 31 weeks ended January 29, 1995, respectively. An additional $4.4
million of credits was recognized during the period from February 6, 1994
through the end of Fiscal 1994. The remainder of the excess reserves will be
recognized as the credits are taken in fiscal 1995.
On August 28, 1994, the Teamsters and Food 4 Less ratified a new contract
which, among other things, provided for the vesting of sick pay benefits
resulting in a one-time charge of $2.1 million which was recorded in the 31
weeks ended January 29, 1995.
Restructuring Charge
Food 4 Less has converted 11 of its conventional format supermarkets to
warehouse format stores. During the 31 weeks ended January 29, 1995, Food 4 Less
recorded a non-cash restructuring charge for the write-off of property and
equipment at the 11 stores of $5.1 million.
50
<PAGE> 58
Interest Expense
Interest expense (including amortization of deferred financing costs) was
$42.2 million for the 32 weeks ended February 5, 1994 and the 31 weeks ended
January 29, 1995. The increase in interest expense was primarily due to higher
interest rates on the term loan portion (the "Term Loan") of Food 4 Less' credit
agreement dated as of June 17, 1991, as amended (the "F4L Credit Agreement") and
on the revolving credit portion of the F4L Credit Agreement (the "Revolving
Credit Facility"). The increase was partially offset by the reduction of
indebtedness under the Term Loan as a result of amortization payments. Food 4
Less increased its borrowing under the F4L Credit Agreement as a result of
higher capital expenditures during the 31 weeks ended January 29, 1995.
Net Loss
Primarily as a result of the factors discussed above, Food 4 Less' net loss
increased from $760,000 in the 32 weeks ended February 5, 1994, to $11.5 million
in the 31 weeks ended January 29, 1995.
COMPARISON OF FOOD 4 LESS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JUNE 25,
1994 WITH FOOD 4 LESS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JUNE 26,
1993.
Sales
Sales decreased $156.8 million or 5.7% from $2,742.0 million in Fiscal 1993
to $2,585.2 million in Fiscal 1994. The decrease in sales resulted primarily
from a 6.9% decline in comparable store sales. The decline in comparable store
sales primarily reflects (i) the continuing softness of the economy in Southern
California, (ii) lower levels of price inflation in certain key food product
categories, and (iii) competitive factors, including new stores, remodeling and
recent pricing and promotional activity. This decrease in sales was partially
offset by sales from 13 stores opened or acquired during Fiscal 1994.
Gross Profit
Gross profit increased as a percent of sales from 17.7% in Fiscal 1993 to
18.1% in Fiscal 1994. The increase in gross profit margin was attributable to
improvements in product procurement and an increase in vendors' participation in
Food 4 Less' promotional costs. These improvements were partially offset by an
increase in the number of warehouse format stores (which have lower gross
margins resulting from prices that are generally 5-12% below the prices in Food
4 Less' conventional stores) from 45 at June 26, 1993 to 66 at June 25, 1994,
and the effect of the fixed cost component of gross profit as compared to a
lower sales base.
Selling, General, Administrative and Other, Net
SG&A was $434.9 million and $388.8 million in Fiscal 1993 and Fiscal 1994,
respectively. SG&A decreased as a percent of sales from 15.9% to 15.0% for the
same periods. Food 4 Less experienced a reduction of self-insurance costs of
$18.2 million due to continued improvement in the cost and frequency of claims.
The improved experience was due primarily to cost control programs implemented
by Food 4 Less, including awards for stores with the best loss experience,
specific achievable goals for each store, and increased monitoring of
third-party administrators, and, to a lesser extent, a lower sales base which
reduced Food 4 Less' exposure. In addition, Food 4 Less maintained tight control
of administrative expenses and store level expenses, including payroll (due
primarily to increased productivity), advertising, and other controllable store
expenses. Because Food 4 Less' warehouse stores have lower SG&A than
conventional stores, the increase in the number of warehouse stores, from 45 at
June 26, 1993 to 66 at June 25, 1994, also contributed to decreased SG&A as a
percentage of sales. The reduction in SG&A as a percentage of sales was
partially offset by the effect of the fixed cost component of SG&A as compared
to a lower sales base.
Food 4 Less participates in multi-employer health and welfare plans for its
store employees who are members of the UFCW. As part of the renewal of the
Southern California UFCW contract in October 1993, employers contributing to
UFCW health and welfare plans are to receive a pro rata share of the excess
51
<PAGE> 59
reserves in the plans through a reduction of current employer contributions.
Food 4 Less' share of the excess reserves was $24.2 million, of which Food 4
Less recognized $8.1 million in Fiscal 1994 and the remainder of which will be
recognized as the credits are taken in the future. Offsetting the reduction in
employer contributions was a $5.5 million contract ratification bonus and
contractual wage increases.
Interest Expense
Interest expense (including amortization of deferred financing costs)
decreased $1.5 million from $69.8 million to $68.3 million for Fiscal 1993 and
Fiscal 1994, respectively. The decrease in interest expense is due primarily to
reduced borrowings under the F4L Credit Agreement.
Provision for Earthquake Losses
On January 17, 1994, Southern California was struck by a major earthquake
which resulted in the temporary closing of 31 of Food 4 Less' stores. The
closures were caused primarily by loss of electricity, water, inventory, or
structural damage. All but one of the closed stores reopened within a week of
the earthquake. The final closed store reopened on March 24, 1994. Food 4 Less
is insured against earthquake losses (including business interruption), subject
to certain deductibles. The pre-tax financial impact, net of expected insurance
recovery, was approximately $4.5 million.
Net Loss
Primarily as a result of the factors discussed above, Food 4 Less' net loss
decreased from $27.4 million in Fiscal 1993 to $2.7 million in Fiscal 1994.
COMPARISON OF FOOD 4 LESS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JUNE 26,
1993 WITH FOOD 4 LESS' RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED JUNE 27,
1992.
Sales
Sales decreased $171.5 million or 5.9% from $2,913.5 million in Fiscal 1992
to $2,742.0 million in Fiscal 1993, primarily as a result of a 5.1% decline in
comparable store sales and a net reduction in Food 4 Less' total store count of
one store at June 26, 1993 compared to June 27, 1992. Management believes that
the decline in comparable store sales was attributable to (i) the weak economy
in Southern California, and, to a lesser extent, in Food 4 Less' other operating
areas, (ii) lower levels of price inflation in certain key food categories, and
(iii) increased competitive store openings in Southern California.
Gross Profit
Gross profit decreased as a percent of sales from 17.9% in Fiscal 1992 to
17.7% in Fiscal 1993 primarily as a result of an increase in the number of Food
4 Less warehouse stores (which have lower gross margins resulting from prices
that are generally 5-12% below the prices in Food 4 Less' conventional stores),
from 34 stores in Fiscal 1992 to 45 stores in Fiscal 1993, and as a result of
the fixed cost component of gross profit being compared to a lower sales base,
partially offset by increases in relative margins allowed by competitive
conditions, improvements in the procurement function, and cost savings and
operating efficiencies associated with Food 4 Less' warehousing and
manufacturing facilities.
Selling, General, Administrative and Other, Net
SG&A was $469.7 million and $434.9 million in Fiscal 1992 and Fiscal 1993,
respectively. SG&A decreased as a percent of sales from 16.1% to 15.9% for the
same periods as a result of tight control of direct store expenses, primarily
payroll costs, the impact in Fiscal 1992 of the $12.8 million non-cash
self-insurance reserve adjustment partially offset by market-wide contractual
increases in union wages, current year increases in workers' compensation costs
primarily associated with the new law which took effect in 1990, and the fixed
cost component of SG&A being compared to a lower sales base.
52
<PAGE> 60
Interest Expense
Interest expense (including amortization of deferred financing costs) was
$70.2 million for Fiscal 1992 and $69.8 million for Fiscal 1993, respectively.
The decrease in interest expense is due to the reduction of indebtedness as a
result of amortization payments combined with decreasing interest rates on the
Term Loan, partially offset by higher interest expense incurred in connection
with the Old F4L Senior Notes which replaced lower cost debt under the F4L
Credit Agreement.
Loss Before Extraordinary Charge
Primarily as a result of the factors discussed above, Food 4 Less' loss
before extraordinary charge decreased from $29.0 million in Fiscal 1992 to $27.4
million in Fiscal 1993. Food 4 Less recorded a net extraordinary charge of $4.8
million in Fiscal 1992, reflecting the write-off of certain deferred financing
costs which were partially offset by a gain on the replacement of partially
depreciated assets following the civil unrest in Los Angeles.
LIQUIDITY AND CAPITAL RESOURCES
In order to consummate the Merger, Holdings and Food 4 Less expect to
utilize total new financing proceeds in the amount of approximately $1.5
billion. Pursuant to the New Equity Investment, New Holdings (as the successor
to Holdings) will issue capital stock for total cash proceeds of approximately
$140 million (excluding a $5 million commitment fee of which $2.5 million will
be paid in cash and $2.5 million will be satisfied through the issuance of New
Discount Debentures). In addition, Food 4 Less will enter into the New Credit
Facility pursuant to which it will have available up to $750 million of New Term
Loans, all of which is anticipated to be drawn at the Closing Date (assuming all
Old RGC Notes are tendered into the RGC Offers), and will have available a $325
million New Revolving Facility, of which $8.2 million is anticipated to be drawn
at the Closing Date. Food 4 Less will also issue up to $295 million principal
amount of New Senior Notes and will issue up to $200 million principal amount of
New Senior Subordinated Notes pursuant to this Offering. The proceeds from the
New Credit Facility and this Offering, together with the $140 million cash
proceeds of the New Equity Investment, $59 million cash proceeds of the New
Discount Debenture Placement, $41 million in initial accreted value of
additional New Discount Debentures issued other than for cash and $131.5 million
principal amount of the Seller Debentures, will provide the sources of financing
required to consummate the Merger and to repay existing bank debt of
approximately $160.8 million at Food 4 Less and $238.2 million at Ralphs, to
repay existing mortgage debt of $174.0 million (excluding prepayment fees) at
Ralphs and to pay $84.4 million in consideration for the Discount Notes
(excluding related fees). Proceeds from the New Credit Facility and this
Offering will also be used to pay the cash portions of the F4L Exchange Offers
and the RGC Offers, as well as the Change of Control Offer, if any, and accrued
interest on all exchanged debt securities in the amount of $32.7 million (as of
June 15, 1995), to pay $17.8 million to the holders of Ralphs Equity
Appreciation Rights and to loan $5 million to an affiliate for the benefit of
such holders, to pay up to $112.5 million of fees and expenses of the Merger and
the Financing and to pay $3.7 million to purchase shares of New Holdings Common
Stock. The Company will also assume certain existing indebtedness of Food 4 Less
and Ralphs. Pursuant to the RGC Offers, Food 4 Less will seek the exchange of at
least a majority of the Old RGC Notes for New Senior Subordinated Notes and
pursuant to the F4L Exchange Offers, Food 4 Less will seek the exchange of at
least 80% of the Old F4L Notes for New F4L Notes. The primary purpose of the RGC
Offers and the F4L Exchange Offers is to refinance Food 4 Less' and RGC's
existing public debt securities with longer term public debt securities, to
obtain all necessary consents to consummate the Merger and to eliminate
substantially all of the restrictive covenants contained in the Old RGC
Indentures and the Old F4L Indentures.
After the Merger the Company's principal sources of liquidity are expected
to be cash flow from operations, amounts available under the New Revolving
Facility and capital and operating leases. It is anticipated that the Company's
principal uses of liquidity will be to provide working capital, finance capital
expenditures, including the costs associated with the integration of Food 4 Less
and Ralphs, and to meet debt service requirements.
53
<PAGE> 61
The New Revolving Facility will be a $325 million line of credit which will
be available for working capital requirements and general corporate purposes. Up
to $150 million of the New Revolving Facility may be used to support standby
letters of credit. The letters of credit will be used to cover workers'
compensation contingencies and for other purposes permitted under the New Credit
Facility. The Company anticipates that letters of credit for approximately $92.6
million will be drawn under the New Revolving Facility at closing, in
replacement of existing letters of credit, primarily to satisfy the State of
California's requirements relating to workers compensation self-insurance. The
New Revolving Facility will be non-amortizing and will have a six-year term. The
Company will be required to reduce loans outstanding under the New Revolving
Facility to $75 million for a period of not less than 30 consecutive days during
each consecutive 12-month period. Assuming that the Merger closes on June 15,
1995, giving effect to currently anticipated borrowings and letter of credit
issuances, the Company's remaining borrowing availability under the New
Revolving Facility would have been approximately $224.2 million. Pursuant to the
New Credit Facility, the New Term Loans will be issued in four tranches: (i)
Tranche A, in the amount of $375 million, will have a six-year term; (ii)
Tranche B, in the amount of $125 million, will have a seven-year term; (iii)
Tranche C, in the amount of $125 million, will have an eight-year term; and (iv)
Tranche D, in the amount of $125 million, will have a nine-year term. The
Tranche A Loan may not be fully funded at the Closing Date. The New Credit
Facility will provide that the portion of the Tranche A Loan not funded at the
Closing Date will be available for a period of 91 days following the Closing
Date to fund the Change of Control Offer. The New Term Loans will require
quarterly amortization payments aggregating $3.8 million in the first year,
$48.8 million in the second year and increasing thereafter. The New Credit
Facility will be guaranteed by New Holdings and each of the Company's
subsidiaries and secured by liens on substantially all of the unencumbered
assets of the Company and its subsidiaries and by a pledge of New Holdings'
stock in the Company. The New Credit Facility will contain financial covenants
which are expected to require, among other things, the maintenance of specified
levels of cash flow and stockholder's equity. See "Description of the New Credit
Facility."
Standard & Poor's has publicly announced that, upon consummation of the
Merger, it intends to assign a new rating to the Old RGC Notes. Such new rating
assignment, if implemented, would constitute a Rating Decline under the Old RGC
Indentures. The consummation of the Merger (which is conditioned on, among other
things, successful consummation of this Offering, the Other Debt Financing
Transactions, the New Equity Investment and the Bank Financing) and the
resulting change in composition of the Board of Directors of RGC, together with
the anticipated Rating Decline, would constitute a Change of Control Triggering
Event under the Old RGC Indentures. Although Food 4 Less does not anticipate
that there will be a significant amount of Old RGC Notes outstanding following
consummation of the RGC Offers, upon such a Change of Control Triggering Event
the Company would be obligated to make the Change of Control Offer following the
consummation of the Merger for all outstanding Old RGC Notes at 101% of the
principal amount thereof plus accrued and unpaid interest to the date of
repurchase. The portion of the Tranche A Loan not fully funded at the Closing
Date will be available to fund the purchase of Old RGC Notes tendered pursuant
to the Change of Control Offer.
Management anticipates that significant capital expenditures will be
required following the Merger in connection with the integration of Ralphs and
Food 4 Less. In order to implement the Company's store format strategy, up to
122 conventional stores currently operated by Food 4 Less will be converted to
the Ralphs format and 16 conventional stores (primarily Boys and Viva) have been
or will be converted and 23 Ralphs stores will be converted to the Food 4 Less
warehouse format. An additional 18 Ralphs and Food 4 Less warehouse stores are
scheduled to be opened during calendar 1995. It is estimated that the gross
capital expenditures to be made by the Company in the first fiscal year
following the closing will be approximately $153 million (or $106 million net of
expected capital leases), of which approximately $98 million relate to ongoing
expenditures for new stores, equipment and maintenance and approximately $55
million relate to store conversions and other Merger-related and non-recurring
items. An additional $33 million of Merger-related and non-recurring capital
expenditure items (or $22 million net of expected capital leases) are
anticipated to be incurred in the second year following the consummation of the
Merger. Management expects that these expenditures will be financed primarily
through cash flow from operations and capital leases.
54
<PAGE> 62
Ralphs cash flow from operating activities was $55.4 million for the 52
weeks ended January 29, 1995 and $104.0 million for Fiscal 1993. Food 4 Less
generated approximately $87.8 million and approximately $17.6 million of cash
from operating activities during the 52-week period ended June 25, 1994 and the
31 weeks ended January 29, 1995, respectively (as compared to generating
approximately $30.2 million of cash from operating activities during the 32
weeks ended February 5, 1994). The decrease in cash from operating activities is
due primarily to changes in operating assets and liabilities and a decrease in
operating income. The Company anticipates that one of the principal uses of cash
in its operating activities will be inventory purchases. However, supermarket
operators typically require small amounts of working capital since inventory is
generally sold prior to the time that payments to suppliers are due. This
reduces the need for short-term borrowings and allows cash from operations to be
used for non-current purposes such as financing capital expenditures and other
investing activities. Consistent with this pattern, Ralphs and Food 4 Less had
working capital deficits of $119.5 million and $74.8 million at January 29,
1995.
Ralphs cash used in investing activities was $45.5 million during Fiscal
1993 and $50.8 million during the 52 weeks ended January 29, 1995. These amounts
reflected increased capital expenditures related to store remodels and new store
openings (including store acquisitions) and, to a lesser extent, expansion of
other warehousing, distribution and manufacturing facilities and equipment,
including data processing and computer systems. For the 52 weeks ended June 25,
1994, Food 4 Less' cash used in investing activities was $55.8 million.
Investing activities consisted primarily of capital expenditures of $57.5
million, partially offset by $9.3 million of sale/leaseback transactions, and
$11.1 million of costs in connection with the acquisition of ten former "Food
Barn" stores. For the 31 weeks ended January 29, 1995, Food 4 Less' cash used in
investing activities was $42.6 million. Investing activities consisted primarily
of capital expenditures of $49.0 million, partially offset by $6.5 million of
sale/leaseback transactions. The capital expenditures, net of the proceeds from
sale/leaseback transactions, were financed with cash provided by a combination
of financing and operating activities. The capital expenditures included the
costs associated with the conversion of 11 conventional format stores to the
Food 4 Less warehouse format. See "Business -- The Merger -- Two Leading
Complementary Formats." In January 1995, Food 4 Less entered into an amendment
to the F4L Credit Agreement to, among other things, allow for the acceleration
of the capital expenditures and other costs associated with the conversion of
stores to the warehouse format. In May 1995, the F4L Credit Agreement was
further amended in order to accommodate Food 4 Less' new fiscal year end and to
make adjustments to Food 4 Less' financial covenants.
Ralphs cash used in financing activities was approximately $24.6 million
for the 52 weeks ended January 29, 1995. Reduction of capital lease obligations
of $12.2 million and the payment of a $10.0 million dividend reduced cash flow.
Food 4 Less' cash provided by financing activities was $11.6 million for the 31
weeks ended January 29, 1995, which consisted primarily of $27.3 million of
borrowings outstanding on the Revolving Credit Facility at January 29, 1995
partially offset by a $11.3 million repayment of the Term Loan. At January 29,
1995, $48.6 million of standby letters of credit had been issued under Food 4
Less' existing letter of credit facility.
Ralphs and FFL have significant net operating loss carryforwards for
regular federal income tax purposes. As a result of the Merger and the New
Equity Investment, the Company's ability to utilize such loss carryforwards in
future periods will be limited to approximately $15.6 million per year with
respect to FFL net operating loss carryforwards and approximately $15.0 million
per year with respect to Ralphs' net operating loss carryforwards. The Company
does not expect the Merger to materially adversely affect any of its other tax
assets. The Company will be a party to a tax sharing agreement with New Holdings
and the subsidiaries of the Company. Pursuant to the tax sharing agreement,
payments by the Company will not exceed the amount it would be required to pay
if its consolidated liability was calculated on a separate company basis.
Conversely, if the Company generates losses or credits which reduce the
consolidated tax liability of New Holdings, New Holdings will credit to the
Company the amount of such reduction in the consolidated tax liability. See
"Certain Relationships and Related Transactions." The Company will continue to
be a party to an indemnification agreement with Federated and certain other
parties. See Note 1 of Notes to Consolidated Financial Statements of Ralphs
Supermarkets, Inc. Pursuant to the terms of such agreement, Ralphs will make
annual tax payments of $1.0 million in 1995 and 1996 and a final tax payment of
$5.0 million in 1997.
55
<PAGE> 63
Following the Merger, the Company will be a wholly-owned subsidiary of New
Holdings. In addition, following the Merger, New Holdings will have $100 million
initial accreted value of the New Discount Debentures and $131.5 million
principal amount of the Seller Debentures outstanding. New Holdings is a holding
company which will have no assets other than the capital stock of the Company.
New Holdings will be required to commence semi-annual cash payments of interest
on (i) the New Discount Debentures and the Seller Debentures commencing five
years from their date of issuance in the amount of $61.0 million per annum and
(ii) any Discount Notes that remain outstanding following the Merger commencing
June 15, 1998. Subject to the limitations contained in its debt instruments, the
Company intends to make dividend payments to New Holdings in amounts which are
sufficient to permit New Holdings to service its cash interest requirements. The
Company may pay other dividends to New Holdings in connection with certain
employee stock repurchases and for routine administrative expenses.
Following the consummation of the Merger and the Financing, the Company
will be highly leveraged. Based upon current levels of operations and
anticipated cost savings and future growth, the Company believes that its cash
flow from operations, together with available borrowings under the New Revolving
Facility and its other sources of liquidity (including leases), will be adequate
to meet its anticipated requirements for working capital, capital expenditures,
integration costs and interest payments. There can be no assurance, however,
that the Company's business will continue to generate cash flow at or above
current levels or that future cost savings and growth can be achieved. See "Risk
Factors -- Leverage and Debt Service."
Interest Rate Protection Agreements
Ralphs and Food 4 Less currently are parties to certain interest rate
protection agreements required under the terms of their existing bank
indebtedness. In connection with the New Credit Facility, these interest rate
protection agreements will be replaced by a new agreement which will be
finalized prior to the closing of the Merger. The Company will be exposed to
credit loss in the event of nonperformance by the counterparty to the interest
rate protection agreement. However, the Company does not anticipate
nonperformance by such counterparty.
The following details the impact of Ralphs' hedging activity on its
weighted average interest rate for each of the last three fiscal years of
Ralphs:
<TABLE>
<CAPTION>
WITH WITHOUT
HEDGE HEDGE
-------- --------
<S> <C> <C>
1992............................................ 10.52% 10.22%
1993............................................ 8.96% 8.96%
1994............................................ 9.37% 9.18%
</TABLE>
Due to increasing interest rates under its existing credit facility,
Ralphs' interest expense has increased during recent periods and may continue to
increase, reducing Ralphs' net income during such periods.
The following details the impact of Food 4 Less' hedging activity on its
weighted average interest rate for each of the last three fiscal years of Food 4
Less:
<TABLE>
<CAPTION>
WITH WITHOUT
HEDGE HEDGE
-------- --------
<S> <C> <C>
1992............................................ 10.28% 10.25%
1993............................................ 10.07% 10.03%
1994............................................ 10.10% 10.09%
</TABLE>
Effects of Inflation
The Company's primary costs, inventory and labor, are affected by a number
of factors that are beyond its control, including inflation, availability and
price of merchandise, the competitive climate and general and regional economic
conditions. As is typical of the supermarket industry, Ralphs and Food 4 Less
have generally been able to maintain margins by adjusting their retail prices,
but competitive conditions may from time to time render the Company unable to do
so while maintaining its market share.
56
<PAGE> 64
BUSINESS
THE MERGER
The combination of Ralphs Grocery Company and Food 4 Less Supermarkets,
Inc. will create the largest food retailer in Southern California. Pro forma for
the Merger, the Company will operate approximately 332 Southern California
stores with an estimated 26% market share among the area's supermarkets. The
Company will operate the second largest conventional supermarket chain in the
region under the "Ralphs" name and the largest warehouse supermarket chain in
the region under the "Food 4 Less" name. In addition, the Company will operate
approximately 24 conventional format stores and 39 warehouse format stores in
Northern California and the Midwest. On a pro forma basis giving effect to the
Merger, the Company would have had sales of approximately $5.1 billion and $3.1
billion, operating income of approximately $183 million and $99 million and
EBITDA (as defined) of approximately $343 million and $211 million for the 52
weeks ended June 25, 1994 and the 31 weeks ended January 29, 1995, respectively.
TWO LEADING COMPLEMENTARY FORMATS
In Southern California the Company plans to convert up to 122 conventional
stores currently operated by Food 4 Less to the "Ralphs" name and format and 39
Ralphs and Food 4 Less conventional stores to the "Food 4 Less" name and
warehouse format. As a result, and pro forma for the Merger, Ralphs will be the
region's second largest conventional format supermarket chain, with 264 stores
and Food 4 Less will be the region's largest warehouse format supermarket chain
with 68 stores. The Ralphs stores will continue to emphasize a broad selection
of merchandise, high quality fresh produce, meat and seafood and service
departments, including bakery and delicatessen departments in most stores. The
Company's conventional stores will also benefit from Ralphs' strong private
label program and its strengths in merchandising, store operations and systems.
Passing on format-related efficiencies, the Company's price impact warehouse
format stores will continue to offer consumers the lowest overall prices while
still providing product selections comparable to conventional supermarkets.
Management believes the Food 4 Less warehouse format has demonstrated its appeal
to a wide range of demographic groups in Southern California and offers a
significant opportunity for future growth. The Company plans to open nine new
Food 4 Less warehouse stores and 21 new Ralphs stores over the next two years.
Management believes the consolidation of its formats will improve the
Company's ability to adapt its stores' merchandising strategy to the local
markets in which they operate while achieving cost savings and other
efficiencies. These conversions will be effected in three phases which the
Company believes will be completed within the first 18 months of combined
operation.
Phase 1. Food 4 Less has converted 11 of its conventional format stores
operated under the names "Viva" and "Boys" into Food 4 Less warehouse format
supermarkets. Such conversions took up to eight weeks to complete and generally
required the store to be closed for up to two weeks. These Phase 1 conversions,
which were planned independently, were completed prior to the end of Food 4
Less' second quarter at a cost of approximately $1 million per store.
Phase 2. Following the Merger, the Company plans to begin converting up to
122 conventional format stores currently operated by Food 4 Less under the names
"Viva," "Alpha Beta" and "Boys" into Ralphs conventional format stores. It is
anticipated that these conversions will be completed at the rate of
approximately 10 stores per week. Management expects that the Company will be
able to substantially complete each conversion without closing the store.
Management believes that these Phase 2 conversions will be completed within the
first 12-16 weeks of the Company's combined operation at a cost of approximately
$75,000 per store.
Phase 3. Following the Merger, the Company also plans to convert 23
conventional Ralphs format stores and five Food 4 Less conventional format
stores into Food 4 Less warehouse format stores. Management expects that each
such conversion will take up to eight weeks and may require the store to be
closed for up to two to eight weeks during such period. Management believes that
these Phase 3 conversions will be completed
57
<PAGE> 65
within the first 18 months of the Company's combined operation at a cost of
approximately $1 million per store.
The following table summarizes the store formats to be operated by the
Company in Southern California both before and after giving effect to the
conversion program:
<TABLE>
<CAPTION>
PRO FORMA NUMBER OF
ACTUAL STORES(1)
---------- -------------------------
OCTOBER 1, PRIOR TO FOLLOWING
STORE FORMATS 1994 CONVERSION CONVERSION
-------------------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Ralphs Conventional............................... 168 165 264
Food 4 Less Warehouse............................. 30 29 68
Alpha Beta Conventional........................... 129 105 0
Viva Conventional................................. 15 13 0
Boys Conventional................................. 24 20 0
--- --- ---
Total........................................... 366 332 332
</TABLE>
---------------
(1) Pro forma store numbers give effect to the anticipated Merger-related
divestiture or closing of 32 stores open at October 1, 1994 and the closure
of two additional Food 4 Less conventional stores.
Ralphs Conventional Format. Following completion of the store conversions
described above, and pro forma for the Merger, the Company will operate 264
Ralphs stores in Southern California. Management believes these conversions will
enhance Ralphs' market position and competitive advantages. Converted stores
will benefit from Ralphs strengths in merchandising, store operations, systems
and technology. Although all Ralphs stores use the Ralphs name and are operated
under a single format, each store is merchandised to appeal to the local
community it serves. Ralphs' substantial supermarket product selection is a
significant aspect of its marketing efforts: Ralphs stocks between 20,000 and
30,000 merchandise items in its stores, including approximately 2,800 private
label products, representing 18.5% of sales (excluding meat, service
delicatessen and produce items) during Fiscal 1994. Ralphs stores offer
name-brand grocery products; quality and freshness in its produce, meat,
seafood, delicatessen and bakery products; and broad selection in all
departments. Most existing Ralphs stores offer service delicatessen departments,
on-premises bakery facilities and seafood departments. Ralphs emphasizes store
ambiance and cleanliness, fast and friendly service, the convenience of debit
and credit card payment (including in-store branch banks) and 24-hour operations
in most stores.
Food 4 Less' 168 conventional supermarkets, currently operated under the
names "Alpha Beta," "Boys" and "Viva," are located throughout densely populated
areas of Los Angeles and surrounding counties, including both suburban and urban
neighborhoods. Food 4 Less' merchandising strategy for conventional stores has
been tailored to the community each store services, but has emphasized customer
service, quality of merchandise, and a large variety of product offerings in
modern store environments. Of Food 4 Less' 168 conventional supermarkets, up to
122 are intended to be converted to the "Ralphs" name and format, 16 will be
converted to the "Food 4 Less" warehouse format and the remainder are expected
to be closed or sold.
Food 4 Less Warehouse Format. Following completion of the store conversions
described above, and pro forma for the Merger, the Company will operate 68 Food
4 Less warehouse stores in Southern California. The conversions will
substantially accelerate the growth of the Food 4 Less format and will enhance
the Company's position as the largest operator of warehouse supermarkets in
Southern California. In addition to the conversions, the Company plans to
continue its rapid growth of the Food 4 Less format by opening nine new
warehouse format stores over the next two years, including five stores in San
Diego, a new market for Food 4 Less. Management believes the expansion of
warehouse format stores will create efficiencies in warehousing, distribution,
and administrative functions.
Food 4 Less' warehouse format stores target the price-conscious segment of
the market, encompassing a wide range of demographic groups in both urban and
suburban areas. Food 4 Less attempts to offer the lowest overall prices in its
marketing areas by passing savings on to the consumer while providing the
product selection associated with a conventional format. Savings are achieved
through labor efficiencies and lower overhead and advertising costs associated
with the warehouse format. In-store operations are designed to allow
58
<PAGE> 66
customers to perform certain labor-intensive services usually offered in
conventional supermarkets. For example, merchandise is presented on warehouse
style racks in full cartons, reducing labor intensive unpacking, and customers
bag their own groceries. Labor costs are also reduced since the stores generally
do not have service departments such as delicatessens, bakeries and fresh
seafood departments, although they do offer a complete line of fresh meat, fish,
produce and baked goods. Additionally, labor rates are generally lower than in
conventional supermarkets.
The Food 4 Less format generally consists of large facilities constructed
with high ceilings to accommodate warehouse racking with overhead pallet
storage. Wide aisles accommodate forklifts and, compared to conventional
supermarkets, a higher percentage of total store space is devoted to retail
selling because the top of the warehouse-style grocery racks on sales floors are
used to store inventory. This reduces the need for large backroom storage. The
Food 4 Less warehouse format supermarkets have brightly painted walls and
inexpensive signage in lieu of more expensive graphics. In addition, a "Wall of
Values" located at the entrance of each store presents the customer with a
selection of specially priced merchandise.
SUBSTANTIAL COST SAVINGS OPPORTUNITIES
Management believes that approximately $90 million of net annual cost
savings (as compared to such costs for the pro forma combined fiscal year ended
June 25, 1994) will be achieved by the end of the fourth full year of combined
operations. It is also anticipated that approximately $117 million in
Merger-related capital expenditures and $50 million of other non-recurring costs
will be required to complete store conversions, integrate operations and expand
warehouse facilities over the same period. Although a portion of the anticipated
cost savings is premised upon the completion of such capital expenditures,
management believes that over 70% of the cost savings could be achieved without
making any Merger-related capital expenditures. The following anticipated
savings are based on estimates and assumptions made by the Company that are
inherently uncertain, though considered reasonable by the Company, and are
subject to significant business, economic and competitive uncertainties and
contingencies, all of which are difficult to predict and many of which are
beyond the control of management. There can be no assurance that such savings
will be achieved. The sum of the components of the estimated cost savings
exceeds $90 million; however, management's estimate of $90 million in net annual
cost savings gives effect to an offsetting adjustment to reflect its expectation
that a portion of the savings will be reinvested in the Company's operations.
See "Risk Factors -- Ability to Achieve Anticipated Cost Savings."
Reduced Advertising Expenses. As a result of the consolidation of
conventional format stores in Southern California under the "Ralphs" name, the
Company will eliminate most of the separate advertising associated with Food 4
Less' existing Alpha Beta, Boys and Viva formats. Because Ralphs' current
advertising program now covers the Southern California region, the Company will
be able to expand the number of Ralphs stores without significantly increasing
advertising costs. Management estimates that there will be annual advertising
cost savings of approximately $28 million as compared to such costs for the pro
forma combined fiscal year ended June 25, 1994. Because of reductions in certain
advertising and promotional expenses on its conventional format stores that Food
4 Less has already begun to implement and certain refinements in the post-Merger
advertising plan, actual cost savings related to advertising expenses are
presently expected to be $19 million in the first full year of combined
operations following the Merger as compared to the current annualized costs.
Reduced Store Operations Expense. Management expects to reduce store
operations costs as a result of both reduced labor and benefit costs and reduced
non-labor expenses. Projected labor and benefit cost savings are based primarily
on Ralphs' labor scheduling system, which has reduced Ralphs' labor costs
relative to those of Food 4 Less. Other labor savings will result from the
reduction of certain high-cost labor as a result of changed manufacturing,
warehouse and distribution practices, and productivity enhancements resulting
from the installation of Ralphs store level systems.
Non-labor expense reductions are based primarily on the installation of
Ralphs' computerized energy management equipment in Food 4 Less stores which
will require significant capital expenditures. The expense savings associated
with the use of this equipment is based on Ralphs' historical experience. Other
significant
59
<PAGE> 67
non-labor expense reductions are projected to come from improved safety
programs, increased cardboard baling revenues, changes to guard and shoplift
agent programs and a reduction in supply and packaging costs. Total labor and
non-labor operational savings estimated at approximately $21 million annually
are anticipated to be achieved by the fourth full year of combined operation.
Increased Volume Purchasing Efficiencies. Management has identified
approximately $19 million of cost savings it believes can be achieved as a
result of purchasing efficiencies. These efficiencies consist primarily of (i)
savings from increased discounts and allowances as a result of the combined
volume of the two companies; (ii) an improvement in the terms of vendor
contracts for products carried in the Company's stores on an exclusive or
promoted basis; and (iii) savings from the conversion of some
less-than-truckload shipping quantities to full truckload quantities. These
savings are anticipated to be achieved by the second full year of combined
operation.
Warehousing and Distribution Efficiencies. The consolidation of the
Company's warehousing and distribution facilities into Ralphs' two primary
facilities located in Compton, California and in the Atwater district of Los
Angeles and Food 4 Less' primary facility located in La Habra, California will
result in lower outside storage, transportation and labor costs. The Company
plans facility additions at one Ralphs facility to accommodate the additional
volume as a result of such consolidation. Management anticipates improvements in
the areas of automation, inventory management and handling, delivering,
scheduling and route optimization and worker safety. In addition, the Company
plans to close three existing facilities, which will result in lower occupancy
expenses. Management believes that annual savings of approximately $16 million
associated with warehousing and distribution will be achieved, before giving
effect to capital expenditures in connection with facilities expansions and
facility closing costs. Such savings are expected to be achieved by the third
full year of combined operations.
Consolidated Manufacturing. Ralphs and Food 4 Less operate manufacturing
facilities that produce similar products or have excess capacity. Through the
consolidation of meat, bakery, dairy and other manufacturing and processing
operations, and the discontinuance of external purchases of certain goods that
can be manufactured internally, management believes that annual cost savings of
approximately $10 million can be achieved. In each instance, management has
identified the facilities best suited to the needs of the combined company and
has estimated the expense savings associated with each consolidation. The
combined company will utilize a 316,000 square foot bakery and a 25,722 square
foot milk processing plant, located at Food 4 Less' La Habra facility, and a
28,000 square foot milk processing plant, a 9,000 square foot ice cream
processing plant, and a 23,000 square foot delicatessen kitchen located at
Ralphs' Compton facility. Previously, Ralphs purchased bakery products
externally and Food 4 Less purchased ice cream and delicatessen items
externally. Management also plans to utilize Ralphs' third party meat
processors, which have historically provided Ralphs with a full line of
prefabricated and retail cuts of beef, to produce meat for Food 4 Less stores.
Management anticipates that manufacturing expense savings will be achieved by
the second full year of combined operation.
Consolidated Administrative Functions. The Company expects to achieve
savings from the elimination of redundant administrative staff, the
consolidation of management information systems and a decreased reliance on
certain outside services and consultants. To reduce headcount, the Company plans
to target several functions for consolidation, including accounting, marketing,
management information systems, and administration and human resources. The
Company plans to eliminate a data processing center, which is anticipated to
result in savings in the areas of equipment, software, headcount and outside
programmer fees. The Company also plans to eliminate the use of third party
administrators to handle workers compensation and general liability claims.
Management estimates that annual savings of approximately $15 million associated
with consolidating administrative functions will be achieved by the second full
year of combined operation.
EXPERIENCED MANAGEMENT TEAM
The executive officers of the Company have extensive experience in the
supermarket industry. The strength of Ralphs management expertise is evidenced
by Ralphs' reputation for quality and service, its technologically advanced
systems, strong store operations and high historical EBITDA margins. The Food 4
60
<PAGE> 68
Less management team will provide valuable experience in operating warehouse
supermarkets and in effectively integrating companies into a combined operation.
Following the acquisition of Alpha Beta in 1991, Food 4 Less management
successfully integrated Alpha Beta with its existing Southern California
operations and (within three years) achieved annual cost savings in excess of
$40 million (compared to a pre-acquisition estimate of approximately $33
million). See "Management."
WAREHOUSING AND DISTRIBUTION
The combined Company will utilize Ralphs' technologically advanced
warehousing and distribution systems, which include a 17 million cubic foot
high-rise automated storage and retrieval system warehouse (the "ASRS") for
non-perishable items and a 5.4 million cubic foot perishable service center (the
"PSC") designed for processing, storing and distributing all perishable items.
These facilities and the Food 4 Less La Habra warehouse will provide the Company
with substantial operating benefits, including: (i) enhanced turnover to further
improve the freshness and quality of in-store products, (ii) additional
opportunities in forward buying programs and (iii) an increase in the percentage
of inventory supplied by the Company's own warehousing and distribution system.
Management believes the consolidation of these operations will enable the
Company to meet the combined inventory requirements of all stores with fewer
employees and lower operating and occupancy-related expenses.
In November 1987, Ralphs opened the 17 million cubic foot highrise ASRS
warehouse for non-perishable items in the Atwater district of Los Angeles, at a
cost of approximately $50 million. This facility significantly increased
capacity and improved the efficiency of Ralphs' warehouse operations. The
automated warehouse has a ground floor area of 170,000 square feet and capacity
of approximately 50,000 pallets. Guided by computer software, ten-story high
cranes move pallets from the receiving dock to programmed locations in the ASRS
warehouse while recording the location and time of storage. Goods are retrieved
and delivered by the cranes to conveyors leading to an adjacent "picking"
warehouse where individual store orders are filled and shipped. The Company
plans to utilize existing unused capacity to accommodate additional volume
resulting from the consolidation. The ASRS facility can hold substantially more
inventory and requires fewer employees to operate than a conventional warehouse
of equal size. This facility has reduced Ralphs' warehousing costs of
non-perishable items markedly, enabling it to take advantage of advance buying
opportunities and minimize "out-of-stocks." The Company plans to close two
existing Ralphs warehouse facilities in Los Angeles and Carson, California and
one Food 4 Less facility in Los Angeles, California.
In mid-1992, Ralphs opened the 5.4 million cubic foot PSC facility in
Compton, California, designed to process and store all perishable products. This
facility cost approximately $35 million and has provided Ralphs with the ability
to deliver perishable products to its stores on a daily basis, thereby improving
the freshness and quality of these products. The facility contains an energy
efficient refrigeration system and a computer system designed to document the
location and anticipated delivery time of all inventory. The PSC has
consolidated the operations of three existing facilities and holds more
inventory than the facilities it replaced, thereby reducing Ralphs' warehouse
distribution costs. The Company also plans to expand the PSC facility to
accommodate additional volume resulting from the consolidation.
Most Ralphs stores and Food 4 Less Southern California stores are located
within approximately a one-hour drive from Ralphs' distribution and warehousing
facilities. This geographical concentration, combined with Ralphs' efficient
order system, shortens the lead time between the placement of a merchandise
order and its receipt.
Food 4 Less currently operates a centralized manufacturing, warehouse and
office facility in La Habra, California which it leases from Alpha Beta's former
parent corporation. The La Habra facility measures 1,378,083 total square feet
over 75 acres and, in addition to serving warehousing, distribution and office
functions, houses manufacturing operations which include a bakery and a
creamery. The La Habra facility is operated pursuant to a long-term lease which
expires in 2001. The La Habra facility is expected to be used as an additional
distribution and warehouse facility.
Food 4 Less is party to a joint venture with a subsidiary of Certified
Grocers of California, Ltd. which operates a general merchandise warehouse in
Fresno, California. Management is evaluating the role of such warehouse in the
operation of the combined Company.
61
<PAGE> 69
MANUFACTURING
Ralphs' manufacturing operations produce a variety of dairy and other
products, including fluid milk, ice cream, yogurt and bottled waters and juices
as well as packaged ice, cheese and salad preparations. Ralphs contracts with
meat processors to provide a full line of prefabricated and retail cuts of beef.
Ralphs ceased its bakery operations during the second quarter of Fiscal 1993 at
its 102,000 square foot facility in Los Angeles. Food 4 Less' La Habra facility
includes a full-line bakery as well as a creamery and certain other
manufacturing operations.
The following table sets forth information concerning the principal
manufacturing and processing facilities expected to be owned and operated by the
Company:
<TABLE>
<CAPTION>
FACILITY SQUARE FEET LOCATION
----------------------------------------------- ----------- ----------
<S> <C> <C>
Milk processing................................ 28,000 Compton
Ice cream processing........................... 9,000 Compton
Delicatessen kitchen........................... 23,000 Compton
Bakery......................................... 316,000 La Habra
Milk processing................................ 25,722 La Habra
</TABLE>
Management believes that Ralphs' manufacturing facilities and the La Habra
bakery can accommodate the volume requirements of the Company, after planned
expenditures of approximately $3.0 million over the next year.
PRIVATE LABEL PROGRAM
Through its private label program, Ralphs offers approximately 2,800 items
under the "Ralphs," "Private Selection," "Perfect Choice" and "Plain Wrap" brand
names. These products provide quality comparable to that of national brands at
prices 20-30% lower. Gross margins on private label goods are generally higher
than on national brands. Management believes its private label program is one of
the most successful programs in the supermarket industry, representing 17.3% of
sales (excluding meats, service delicatessen and produce items) during the
twelve months ended July 17, 1994. This figure has grown in the past few years,
and management intends to continue the growth of its private label program in
the future.
Food 4 Less has entered into several private label licensing arrangements
which allow it to exclusively utilize recognized brand names in connection with
certain goods it manufactures or purchases from others, including "Carnation"
and "Sunnyside Farms" (dairy products) and "Van de Kamps" (baked goods). In
addition, Food 4 Less has entered into an agreement to distribute private label
dry grocery and frozen products under the "Sunny Select" and "Grocers Pride"
labels and has established its own private label, "Equality," for health and
beauty aid products. Food 4 Less actively promoted its private label products
during fiscal 1994, and management believes that the additional variety,
superior quality and promotional program resulted in an overall increase in
private label sales and corresponding gross margins. It is expected that the
Company will continue the Carnation, Van de Kamps and certain of its other
licensing agreements following the Merger.
EXPANSION AND DEVELOPMENT
As a result of Ralphs' 122-year history and Alpha Beta's 91-year history in
Southern California, the Company will have valuable and well established store
locations, many of which are in densely populated metropolitan areas.
Additionally, the Company will have a technologically advanced store base.
During the five years ended June 25, 1994, on a combined basis, Ralphs and Food
4 Less opened 74 new stores and remodeled 211 stores. Approximately 84% of the
Company's stores have been opened or remodeled in the last five years.
The Company plans to expand the Southern California Division by acquiring
existing stores and constructing new ones. The Company intends to continue to
focus its new store construction and store conversion efforts during calendar
1995 and future years primarily within existing marketing areas. Such efforts
will encompass both of the Company's store formats, namely Food 4 Less and
Ralphs. To this end, the
62
<PAGE> 70
Company plans to continue its store expansion program in Southern California by
opening 17 new stores during calendar 1995 (including three Food 4 Less stores
which will be located in San Diego, a new market for Food 4 Less), and
additional stores in subsequent years. During the second quarter of its current
fiscal year, Food 4 Less converted 11 of its conventional format stores to
warehouse format stores and, following the Merger, the Company plans to convert
approximately five additional conventional stores currently managed by Food 4
Less and approximately 23 stores currently managed by RGC to the "Food 4 Less"
name and warehouse format, as Food 4 Less stores have proven to have a strong
appeal to value-conscious consumers across a wide range of demographic groups.
See "-- The Merger -- Two Leading Complementary Formats." Remodeling activity in
Southern California will be focused on the conventional format stores, including
13 planned major remodels of such stores during calendar 1995. The Company's
expansion, remodel and conversion efforts have required, and will continue to
require, the funding of significant capital expenditures. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
During the last five fiscal years, Ralphs has opened 46 new stores and
remodeled 54 stores at a cost of approximately $277.2 million. A majority of
these new and remodeled stores offer expanded produce and European-style seafood
departments, service delicatessens, fresh bakeries and a broad selection of
general merchandise. With enhanced decor reflecting contemporary interior
design, these stores are designed to provide a quality shopping experience. At
the end of Fiscal 1994, 100 of Ralphs' 173 total stores were newly built or
remodeled within the past five fiscal years. While Ralphs has sold or closed 15
stores during the last five fiscal years, the number of Ralphs' stores has
increased from 142 stores at January 28, 1990 to 173 stores at January 29, 1995.
During the last five fiscal years, in Southern California Food 4 Less has
acquired or opened 172 stores (which includes 142 stores acquired in connection
with the acquisition of Alpha Beta) and remodeled 113 stores. Since its
acquisition of Alpha Beta in 1991, Food 4 Less has undertaken an extensive
program of store remodels, conversions and additions, which have resulted in a
substantially improved store base. During Fiscal 1994, Food 4 Less spent
approximately $50.7 million on capital improvements in Southern California.
Additionally, since the Alpha Beta acquisition, Food 4 Less has converted 22
Southern California stores from conventional formats to the warehouse format. As
Food 4 Less has remodeled existing stores, opened new larger stores and closed
smaller, marginally performing stores, there has been a net reduction in store
count, from 209 stores to 196 stores from the year ended June 29, 1991 ("Fiscal
1991") to the end of Fiscal 1994, but an increase in average store size. The
average square feet per store has increased from 28,700 at the end of Fiscal
1991 to 30,500 at the end of Fiscal 1994. During the last five fiscal years, 29
stores have been closed or sold (including five stores which closed as a result
of the April 1992 civil unrest in Los Angeles).
The Company will select most new store sites from developers' proposals
after such proposals have been researched and analyzed by the Company's
personnel. Each site will be monitored for population shifts, zoning changes,
traffic patterns, and nearby new construction and competitors' stores in an
effort to determine sales potential. The Company will actively participate with
developers in order to attain the Company's objectives for the site, including
adequate parking and complementary co-tenant mix. Remodeling involves enhancing
a store's decor through fixture replacement, upgrading of service departments
and improvements to lighting systems. In order to minimize the disruptive effect
on sales, most stores will be kept open during the remodeling period. The
primary objectives of remodeling will be to improve the attractiveness of
stores, increase sales of higher margin product categories and to increase
selling area where feasible.
Remodelings and openings, among other things, are subject to the
availability of developers' financing, agreements with developers and landlords,
local zoning regulations, construction schedules and other factors, including
costs, often beyond the Company's control. Accordingly, there can be no
assurance that the schedule will be met. Further, the Company expects increasing
competition for new store sites, and it is possible that this competition might
adversely affect the timing of its new store opening program.
ADVERTISING AND PROMOTION
Ralphs' marketing strategy is to provide a combination of wide product
selection, quality and freshness of perishable products, competitive prices and
double coupons supporting Ralphs' advertising theme "Everything
63
<PAGE> 71
You Need. Every Time You Shop." In February 1994, Ralphs launched the Ralphs
Savings Plan, a new marketing campaign designed to enhance customer value. The
Ralphs Savings Plan is comprised of six major components: Guaranteed Low Prices
("GLPs"), Price Breakers, Big Buys, Multi-Buys, Ralphs Brand Products and Double
Coupons. GLPs guarantee low prices on certain high volume items that are
surveyed and updated every four weeks. Price Breakers are weekly advertised
items that offer significant savings. Big Buys are club size items at prices
competitive to club store prices and Multi-Buys offer Ralphs shoppers the
opportunity to purchase club store quantities of regular sized items at prices
competitive to club store prices. In conjunction with this new campaign Ralphs'
private label offering of approximately 2,800 products provides value to the
customer. In the second quarter of 1994, Ralphs began more aggressively
promoting perishables through weekly ad features and lower prices. In addition,
Ralphs increased the number of storewide GLPs. Further, a mailer program was
intensified to highlight the perishable pricing and increased GLPs.
Ralphs stores promote sales through the use of product coupons, consisting
of manufacturers' coupons and Ralphs' own promotional coupons. Ralphs offers a
double coupon program in all stores with Ralphs matching the price reduction
offered by the manufacturer. Ralphs also generates store traffic through weekly
advertised specials, special sales promotions such as discounts on recreational
activities, seasonal and holiday promotions, increased private label selection,
club pack items and exclusive product offerings. Current advertising by Ralphs
has substantially the same market coverage as Food 4 Less and it is expected
that following the Merger duplicative advertising can be eliminated.
The Food 4 Less warehouse stores utilize print and radio advertising which
emphasizes Food 4 Less' low-price leadership, rather than promoting special
prices on individual items. The Food 4 Less warehouse stores also utilize weekly
advertising circulars, customized to local communities, which highlight the
merchandise offered in each store.
INFORMATION SYSTEMS AND TECHNOLOGY
Ralphs' management utilizes technology and industrial engineering methods
to enhance operating efficiency. Every checkout lane in every Ralphs store has a
point of sale terminal. Information from these terminals is utilized to allocate
shelf space, select merchandise based on the buying patterns of each store,
reduce out-of-stocks and increase efficiency at the checkstand and in the
warehouses. Industrial engineering methods are used to schedule labor thereby
improving productivity at the store level and in warehousing and distribution
operations.
Ralphs was the first supermarket chain in the western United States to
adopt scanning in all of its stores and has upgraded this equipment through the
purchase of IBM 4680 point-of-sale computers. All Ralphs stores use laser
scanning equipment, operating through an integrated computer system, to scan the
Universal Product Code, which provides prices and descriptions for most
products.
Ralphs has a Uniform Communications Standard purchase order system that
electronically links Ralphs to major suppliers via computer. This system has
enabled the automated processing of purchase orders which management believes
reduces the lead time required for product purchases. In Fiscal 1993, Ralphs
completed installation of an industry standard, direct store delivery receiving
system for goods delivered directly by vendors. This system allows the receipt
of each order to be recorded electronically, thereby confirming product retail
price and purchase authorization. This system has reduced the incidence of
billing errors and unauthorized deliveries.
Industrial engineering standards have been established for all major work
functions in Ralphs stores, ranging from stocking to checkout. Performance of
each major department in each store is measured weekly against these standards.
Similar measurements are made in Ralphs' distribution, warehouse and
manufacturing operations. Ralphs believes that its application of qualitative
methods to the operation of the business has given it a competitive advantage
and has better enabled management to run its business efficiently and to control
costs.
64
<PAGE> 72
The Company plans to convert the Food 4 Less management information systems
to the Ralphs management information systems. Ralphs stores that will be
converted to the Food 4 Less format will continue to use the Ralphs programs.
NORTHERN CALIFORNIA AND MIDWESTERN DIVISIONS
The Northern California Division of Food 4 Less operates 19 conventional
supermarkets in the greater San Francisco Bay Area under the names "Cala" and
"Bell," and six warehouse format stores under the "Foods Co." name. Management
believes that the Northern California Division has excellent store locations in
the city of San Francisco that are very difficult to replicate. The Midwestern
Division of Food 4 Less operates 38 stores, of which 33, including ten former
"Food Barn" stores which Food 4 Less acquired in March 1994, are warehouse
format stores operated under the "Food 4 Less" name, and five of which are
conventional supermarkets operated under the "Falley's" name. Of these 38
stores, 34 are located in Kansas and four are located in Missouri. Management
believes the Food 4 Less warehouse format stores are the low-price leaders in
each of the markets in which they compete. The Northern California Division's
conventional store strategy is to attract customers through its convenient
locations, broad product line and emphasis on quality and service and its
advertising and promotion strategy highlights the reduced price specials offered
in its stores. In contrast, the Company's warehouse format stores, operated
under the Food 4 Less name in the Midwestern Division and the Foods Co. name in
the Northern California Division, emphasize lowest overall prices rather than
promoting special prices on individual items. The Northern California Division's
conventional stores range in size from approximately 8,900 square feet to 32,800
square feet, and average approximately 19,400 square feet. The Northern
California Division's warehouse stores range in size from approximately 30,000
square feet to 59,600 square feet, and average approximately 37,900 square feet.
The Midwestern Division's warehouse format stores range in size from
approximately 8,800 square feet to 60,200 square feet and average approximately
37,300 square feet.
The Northern California Division purchases merchandise from a number of
suppliers; however, approximately 40% of its purchases are made through
Certified Grocers of California, Ltd. ("Certified"), a food distribution
cooperative, pursuant to supply contracts. The Northern California Division does
not operate its own warehouse facilities, relying instead on direct delivery to
its stores by Certified and other vendors. Food 4 Less' Southern California
warehouse facilities supply a portion of the merchandise sold in the Northern
California Division stores, and it is expected that, following completion of the
Merger, the Company's Southern California warehouses will continue to do so.
The Midwestern Division's primary supplier is Associated Wholesale Grocers
("AWG"), a member-owned wholesale grocery cooperative based in Kansas City. The
Midwestern Division does not operate a central warehouse, but purchases
approximately 73% of the merchandise sold in its stores from AWG. Management
believes that, as AWG's largest single customer, the Midwestern Division has
significant buying power, allowing it to provide a broader product line more
economically than it could if it maintained its own full-line warehouse. The
Midwestern Division produces approximately 50% of all case-ready fresh meat
items sold in its stores at its central meat plant located in Topeka, Kansas.
In fiscal 1990, the Northern California Division initiated a remodeling
program to upgrade its stores and to increase profitability. Food 4 Less
remodeled 15 stores during the past five fiscal years, and opened five new
stores during the past four fiscal years. During fiscal 1994, Food 4 Less opened
one new warehouse store, converted three existing stores to the warehouse format
and remodeled one conventional format store. The Company has closed 4 stores
during the past five fiscal years and increased its number of stores from 22 at
the end of the fiscal year ended June 30, 1990 to 24 at the end of the fiscal
year ended June 25, 1994. The average square feet per store has increased from
20,000 at the end of fiscal 1990 to 23,300 at the end of fiscal 1994. The
Company plans to open one additional warehouse format store and remodel two
conventional format stores during fiscal 1995. Management plans to further
expand the Northern California Division in the future by acquiring existing
stores and constructing new stores, including warehouse stores. The Northern
California Division Food 4 Less warehouse stores were renamed "Foods Co." in
fiscal 1994 following the sale by Food 4 Less of exclusive rights to use the
"Food 4 Less" name in Northern California to Fleming Companies, Inc. See
"-- Licensing Operations."
65
<PAGE> 73
The Company intends to focus its Midwestern Division expansion primarily on
its Food 4 Less operations. While Food 4 Less expects to construct new stores,
it may also expand operations by purchasing existing Food 4 Less stores from
unaffiliated licensees, or by acquiring existing supermarkets and converting
them to the Food 4 Less warehouse format. The acquisition in March 1994 of ten
warehouse stores formerly operated as "Food Barn" stores increased the
Midwestern Division's Food 4 Less warehouse store count from 23 at June 26, 1993
to 33 at June 25, 1994. During the last five fiscal years, the Midwestern
Division has opened 3 new stores, acquired 13 stores, closed one store and
remodeled 10 stores.
COMPETITION
The supermarket industry is highly competitive and characterized by narrow
profit margins. The Company's competitors in each of its operating divisions
include national and regional supermarket chains, independent and specialty
grocers, drug and convenience stores, and the newer "alternative format" food
stores, including warehouse club stores, deep discount drug stores and "super
centers." Supermarket chains generally compete on the basis of location, quality
of products, service, price, product variety and store condition. The Company
regularly monitors its competitors' prices and adjusts its prices and marketing
strategy as management deems appropriate in light of existing conditions. Some
of the Company's competitors have greater financial resources than the Company
and could use these resources to take steps which could adversely affect the
Company's competitive position.
The Southern California stores compete with several large national and
regional chains, principally Albertsons, Hughes, Lucky, Smith's, Stater Bros.,
and Vons, and with smaller independent supermarkets and grocery stores as well
as warehouse clubs and other "alternative format" food stores. The Northern
California Division competes with large national and regional chains,
principally Lucky and Safeway, and with independent supermarket and grocery
store operators and other retailers, including "alternative format" stores. The
Midwestern Division's supermarkets compete with several national and regional
supermarket chains, principally Albertsons and Dillons, as well as independent
and "alternative format" stores such as Hypermarket USA. Food 4 Less positions
its Food 4 Less warehouse format supermarkets as the overall low-price leader in
each marketing area in which they operate. In addition, management believes that
Ralphs is a leading competitor in many of its marketing areas, based on its
strong customer franchise, desirable store locations, technology and efficient
distribution systems.
EMPLOYEES
RALPHS
At January 29, 1995, Ralphs had 6,213 full-time and 8,940 part-time
employees as follows:
<TABLE>
<CAPTION>
EMPLOYEE TYPE UNION NON-UNION TOTAL
--------------------------------------------- ------ --------- ------
<S> <C> <C> <C>
Hourly....................................... 13,854 245 14,099
Salaried..................................... -- 1,054 1,054
------ --------- ------
Total employees.................... 13,854 1,299 15,153
</TABLE>
Of Ralphs' 15,153 total employees at January 29, 1995, 13,854 were covered
by union contracts principally with the UFCW. The table below sets forth
information regarding Ralphs' union contracts which cover more than 100
employees.
<TABLE>
<CAPTION>
UNION NUMBER OF EMPLOYEES COVERED DATE OF EXPIRATION
---------------------------------- -------------------------------- -------------------
<S> <C> <C>
UFCW 10,723 clerks and meatcutters October 6, 1996
International Brotherhood of 1,675 drivers and warehousemen September 13, 1998
Teamsters
Hotel Employees and Restaurant
Employees 977 September 10, 1995
Hospital and Service Employees 328 Los Angeles January 19, 1997
67 San Diego April 20, 1997
</TABLE>
66
<PAGE> 74
FOOD 4 LESS
At January 29, 1995, Food 4 Less had a total of 6,157 full-time and 8,860
part-time employees as follows:
<TABLE>
<CAPTION>
EMPLOYEE TYPE UNION NON-UNION TOTAL
----------------------------------------------- ------ --------- ------
<S> <C> <C> <C>
Hourly......................................... 12,348 573 12,921
Salaried....................................... -- 2,096 2,096
------ --------- ------
Total employees...................... 12,348 2,669 15,017
</TABLE>
Of Food 4 Less' 15,017 total employees at January 29, 1995, 12,348 were
covered by union contracts, principally with UFCW. The table below sets forth
information regarding Food 4 Less' union contracts which cover more than 100
employees.
<TABLE>
<CAPTION>
NUMBER OF DATE OF
UNION EMPLOYEES COVERED EXPIRATION
------------------------------------------------ -------------------------- -------------------
<S> <C> <C>
UFCW............................................ 6,869 Southern California October 6, 1996
clerks and meatcutters
Hospital and Service Employees.................. 272 Southern California January 19, 1997
store porters
International Brotherhood of Teamsters.......... 874 Southern California September 13, 1998
produce drivers
and warehousemen
UFCW............................................ 927 Northern California March 7, 1998
clerks and meatcutters
UFCW............................................ 3,115 Southern California February 25, 1996
clerks and meatcutters
Bakery and Confectionery Workers................ 195 Southern California July 7, 1997
bakers
</TABLE>
Pursuant to their collective bargaining agreements, both Ralphs and Food 4
Less contribute to various union-sponsored, multi-employer pension plans.
The terms of most collective bargaining agreements that cover employees of
conventional stores operated by Food 4 Less are substantially identical to the
terms of the corresponding collective bargaining agreements of Ralphs. The terms
of each company's collective bargaining agreements generally will remain in
effect following the Merger, although it is expected that, as a result of
current negotiations, Ralphs' collective bargaining agreements will apply to all
Company stores converted to the Ralphs name and format, and the collective
bargaining agreements that cover employees of Food 4 Less warehouse format
stores will apply to all Company stores converted to the Food 4 Less name and
warehouse format.
Management believes that both Ralphs and Food 4 Less have good relations
with their employees.
LICENSING OPERATIONS
Food 4 Less owns the "Food 4 Less" trademark and service mark and licenses
the "Food 4 Less" name for use by others. In the 31 weeks ended January 29,
1995, earnings from licensing operations were approximately $77,000. An
exclusive license with the right to sublicense the "Food 4 Less" name in all
areas of the United States except Arkansas, Iowa, Illinois, Minnesota, Nebraska,
North Dakota, South Dakota, Wisconsin, the upper peninsula of Michigan, certain
portions of Kansas, Missouri, and Tennessee has been granted to Fleming
Companies, Inc. ("Fleming"), a major food wholesaler and retailer. In August of
1993, Food 4 Less amended (the "Amendment") its licensing agreement with Fleming
to give Fleming exclusive use of the Food 4 Less name in Northern California and
Food 4 Less exclusive use in Southern California. Fleming paid Food 4 Less a fee
of $1.9 million for the Amendment. With the exception of Northern California,
and subject to the Amendment and certain proximity restrictions, Food 4 Less
retains the right to open and operate its own "Food 4 Less" warehouse
supermarkets throughout the United States. As of June 25, 1994, there were 158
Food 4 Less warehouse supermarkets in 20 states, including the 61 stores owned
67
<PAGE> 75
or leased and operated by Food 4 Less. Of the remaining 97 stores, Fleming
operates three under license, 67 are operated under sublicenses from Fleming and
27 are operated by other licensees.
PROPERTIES
At October 1, 1994, Ralphs and Food 4 Less operated a total of 429 stores,
as set forth in the table below:
<TABLE>
<CAPTION>
NUMBER OF
SUPERMARKETS
-------------- TOTAL SELLING
OWNED LEASED SQUARE FEET SQUARE FEET
----- ------ ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Southern California..................... 49 317(a) 12,929 9,174
Northern California..................... -- 25 610 424
Midwestern.............................. 2(b) 36 1,357 1,025
----- ------ ----------- -----------
Total......................... 51 378(c) 14,896 10,623
===== ===== ========= =========
</TABLE>
---------------
(a) Includes 17 stores located on real property subject to a ground lease.
(b) Includes one store that is partially owned and partially leased.
(c) The average remaining term (including renewal options) of Ralphs' and Food 4
Less' supermarket leases is 27 years.
The number of Ralphs and Food 4 Less stores by size classification as of October
1, 1994 is as follows:
<TABLE>
<CAPTION>
AVERAGE GROSS SQUARE FEET AVERAGE SELLING SQUARE FEET NUMBER OF STORES
TOTAL SQUARE --------------------------- --------------------------- -------------------------------------
FEET RALPHS FOOD 4 LESS RALPHS FOOD 4 LESS RALPHS FOOD 4 LESS TOTAL
---------------- ----------- ----------- ----------- ----------- --------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
8,800 - 15,599 -- 13,175 -- 9,478 -- 8 8
15,600 - 25,000 21,867 21,740 16,709 14,880 3 92 95
25,001 - 30,000 27,926 26,966 19,725 18,633 15 37 52
30,001 - 35,000 32,993 32,574 24,204 23,247 31 51 82
35,001 - 40,000 37,254 36,804 27,053 26,272 32 27 59
40,001 - 45,000 43,264 42,329 31,422 30,038 59 12 71
45,001 - 50,000 46,356 48,037 33,185 34,572 15 11 26
50,001 - 84,280 68,400 55,056 48,466 37,814 13 23 36
</TABLE>
At October 1, 1994, the Company also operated 20 distribution, warehouse
and administrative facilities and five manufacturing and processing facilities,
14 of which are owned and 11 of which are leased. Certain of the facilities are
expected to be sold, closed or subleased following completion of the Merger. See
"-- Warehousing and Distribution."
Ralphs' distribution and warehouse facilities include the 17 million cubic
foot ASRS warehouse for nonperishable items that Ralphs opened in November 1987
and the 5.4 million cubic foot PSC facility for the processing and storage of
perishable products opened in mid-1992. Food 4 Less operates two warehouse
facilities: The largest of such facilities is Food 4 Less' central office,
manufacturing and warehouse complex in La Habra, California, which occupies
approximately 1.4 million total square feet over 75 acres. Food 4 Less has
entered into a lease of the La Habra property which expires in 2001 (and which
may be extended for up to 15 years at the election of Food 4 Less), with
American Food and Drug, Inc. ("AFDI"), a subsidiary of American Stores Company,
and has an option to purchase such property. Rent on the La Habra property was
$6.3 million in Fiscal 1994. Four of Food 4 Less' supermarkets are also leased
from AFDI. In addition to the La Habra facility, Food 4 Less leases a 321,000
square foot warehouse in Los Angeles. This warehouse, which was formerly owned
by Food 4 Less, was the subject of a sale leaseback arrangement entered into by
Food 4 Less in August 1990. For information regarding the Company's plan to
consolidate its warehouse facilities following completion of the Merger, see
"-- The Merger -- Substantial Cost Savings Opportunities -- Warehousing and
Distribution Efficiencies."
LEGAL PROCEEDINGS
In December 1992, three California state antitrust class action suits were
commenced in Los Angeles Superior Court against RGC and Food 4 Less and other
major supermarket chains located in Southern California, alleging that they
conspired to refrain from competing in the retail market for fluid milk and to
fix the retail price of fluid milk above competitive prices. Specifically, class
actions were commenced by Diane
68
<PAGE> 76
Barela and Neila Ross, Ron Moliare and Paul C. Pfeifle on December 7, December
14, and December 23, 1992, respectively. The Court has yet to certify any of
these classes. A demurrer to the complaints was denied. Notwithstanding that it
believes there is no merit to these cases, RGC had reached an agreement in
principle to settle them. However, no settlement agreement has been signed. Food
4 Less is continuing to actively defend these suits and Ralphs has elected to
defer any further settlement discussions until after the consummation of the
Merger. The Company does not believe that the resolution of these cases will
have a material adverse effect on its future financial condition. Any settlement
would be subject to court approval.
On March 25, 1991, George A. Koteen Associates, Inc. ("Koteen Associates")
commenced an action in San Diego Superior Court alleging that RGC breached an
alleged utility rate consulting agreement. In December 1992, a jury returned a
verdict of approximately $4.9 million in favor of Koteen Associates and in March
1993, attorney's fees and certain other costs were awarded to the plaintiff. RGC
has appealed the judgment and fully reserved in Fiscal 1992 against an adverse
ruling by the appellate courts.
In April 1994, RGC was served with a complaint filed by over 240 former
employees at Ralphs' bakery in the Atwater district of Los Angeles (the "Bakery
Plaintiffs"). The action was commenced in the United States District Court for
the Central District of California, and, among other claims, the Bakery
Plaintiffs alleged that RGC breached its collective bargaining agreement and
violated the Workers Adjustment Retraining Notification Act (the "WARN Act")
when it downsized and subsequently closed the bakery. In their complaint, the
Bakery Plaintiffs are seeking damages for lost wages and benefits as well as
punitive damages. The Bakery Plaintiffs also named RGC and two of its management
employees in fraud, conspiracy and emotional distress causes of action. In
addition, the Bakery Plaintiffs sued their union local for breach of its duty of
fair representation and other alleged misconduct, including fraud and
conspiracy. The defendants have answered the complaint and discovery is ongoing.
Trial is set for February, 1996, and RGC is vigorously defending this suit.
Management believes, based on its assessment of the facts, that the resolution
of this case will not have a material effect on the Company's financial position
or results of operations.
In addition, Food 4 Less and Ralphs are defendants in a number of other
cases currently in litigation or potential claims encountered in the normal
course of business which are being vigorously defended. In the opinion of
management, the resolutions of these matters will not have a material effect on
Food 4 Less' or Ralphs' financial position or results of operations.
CALIFORNIA SETTLEMENT AGREEMENT
On December 14, 1994, Food 4 Less and Ralphs entered into a Settlement
Agreement (the "Settlement Agreement") with the State of California to settle
potential antitrust and unfair competition claims the State of California
asserted against Ralphs and Food 4 Less relating to the effects of the Merger on
supermarket competition in Southern California (the "State Claims"). Without
admitting any liability in connection with the State Claims, Food 4 Less and
Ralphs agreed in the Settlement Agreement to divest 27 specific stores in
Southern California. Under the Settlement Agreement, the Company must divest 14
stores by June 30, 1995, and the balance of 13 stores by December 31, 1995. The
Company also agreed not to acquire new stores from third parties in the six
Southern California areas specified in the Settlement Agreement for five years
following the date of the Settlement Agreement. If the Company fails to divest
the required stores by the two dates set forth in the Settlement Agreement, the
Company has agreed not to object to the appointment of a trustee to effect the
required sales. The Settlement Agreement also requires the Company to pay the
reasonable fees and costs of the attorneys and experts of the State of
California associated with its review.
GOVERNMENT REGULATION
Ralphs and Food 4 Less are subject to regulation by a variety of
governmental agencies, including, but not limited to, the California Department
of Alcoholic Beverage Control, the California Department of Agriculture, the
U.S. Food and Drug Administration, the U.S. Department of Agriculture and state
and local health departments. In addition, the Merger is subject to the review
of the Federal Trade Commission and the requirements and waiting period imposed
by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The
waiting period under the HSR Act has expired and on February 2, 1995, the
Federal Trade Commission advised Food 4 Less and Ralphs that it had closed its
investigation of the Merger.
69
<PAGE> 77
ENVIRONMENTAL MATTERS
In January 1991, the California Regional Water Quality Control Board for
the Los Angeles Region (the "Regional Board") requested that Ralphs conduct a
subsurface characterization of Ralphs' Atwater property. This request was part
of an ongoing effort by the Regional Board, in connection with the U.S.
Environmental Protection Agency (the "EPA"), to identify contributors to
groundwater contamination in the San Fernando Valley. Significant parts of the
San Fernando Valley, including the area where Ralphs' Atwater property is
located, have been designated federal Superfund sites requiring response actions
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, because of regional groundwater contamination. On June 18,
1991, the EPA made its own request for information concerning the Atwater
property. Since that time, the Regional Board has requested further
investigations by Ralphs. Ralphs has conducted the requested investigations and
has reported the results to the Regional Board. Approximately 25 companies have
entered into a Consent Order (EPA Docket No. 94-11) with the EPA to investigate
and design a remediation system for contaminated groundwater beneath an area
which includes the Atwater property. Ralphs is not a party to that Consent
Order, but is cooperating with requests of the subject companies to allow
installation of monitoring or recovery wells on Ralphs' property. On or about
May 2, 1995 the EPA mailed a General Notice Letter to 14 parties, including
Ralphs as owner and operator of the Atwater property, naming them as additional
potentially responsible parties ("PRPs"). As such, Ralphs and the other PRPs may
be requested to perform or pay remediation or pay oversight costs in connection
with the Superfund site. Ralphs is evaluating the implications of this letter to
determine an appropriate response. Based upon available information, management
does not believe this matter will have a material adverse effect on the
Company's financial condition or results of operations.
Ralphs has removed underground storage tanks and remediated soil
contamination at the Atwater property. In some instances the removals and the
contamination were associated with grocery business operations; in others they
were associated with prior property users. Although the possibility of other
contamination from prior operations or adjacent properties exists at the Atwater
property, management does not believe that the costs of remediating such
contamination will be material to the Company.
Apart from the Atwater property, Ralphs and Food 4 Less have recently had
environmental assessments performed on a significant portion of Ralphs'
facilities and Food 4 Less' facilities, including warehouse and distribution
facilities. Management believes that any responsive actions required at the
examined properties as a result of such assessments will not have a material
adverse effect on its financial condition or results of operations.
Ralphs has incurred approximately $4.5 million in non-recurring capital
expenditures for conversion of refrigerants during 1994. Food 4 Less may incur
some additional capital expenditures for such conversion. Other than these
expenditures, neither Ralphs nor Food 4 Less has incurred material capital
expenditures for environmental controls during the previous three years, nor
does management anticipate incurring such expenditures during the current fiscal
year or the succeeding fiscal year.
At the time that Food 4 Less acquired Alpha Beta in 1991, it learned that
certain underground storage tanks located on the site of the La Habra facility
may have released hydrocarbons. In connection with the acquisition of Alpha Beta
the seller (who is also the lessor of the La Habra facility) agreed to retain
responsibility, subject to certain limitations, for remediation of the release.
Ralphs and Food 4 Less are subject to a variety of environmental laws,
rules, regulations and investigative or enforcement activities, as are other
companies in the same or similar business. The Company believes it is in
substantial compliance with such laws, rules and regulations. These laws, rules,
regulations and agency activities change from time to time, and such changes may
affect the ongoing business and operations of the Company.
70
<PAGE> 78
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the persons
who are expected to serve as the executive officers and directors of the Company
and New Holdings, as successor to Holdings, following the consummation of the
Merger, the FFL Merger and the Reincorporation Merger.
<TABLE>
<CAPTION>
YEARS OF SUPERMARKET
INDUSTRY SERVICE
----------------------------
NAME AGE POSITION MANAGERIAL POSITIONS TOTAL
------------------------- --- ----------------------------------- -------------------- -----
<S> <C> <C> <C> <C>
Ronald W. Burkle 42 Director and Chairman of the Board 19 24
of New Holdings and the Company
Byron E. Allumbaugh 63 Director and Chief Executive 36 36
Officer of New Holdings and the
Company
George G. Golleher 47 Director and Vice Chairman of New 21 21
Holdings and the Company
Alfred A. Marasca 53 Director of the Company and 30 38
President and Chief Operating
Officer of New Holdings and the
Company
Joe S. Burkle 71 Director and Executive Vice 44 48
President of New Holdings and the
Company
Greg Mays 48 Executive Vice President of New 21 21
Holdings and the Company
Terry Peets 50 Executive Vice President of New 18 18
Holdings and the Company
Jan Charles Gray 47 Senior Vice President, General 20 31
Counsel and Secretary of New
Holdings and the Company
Alan J. Reed 48 Senior Vice President and Chief 22 22
Financial Officer of New Holdings
and the Company
Patrick L. Graham 45 Director of New Holdings and the -- --
Company
Mark A. Resnik 47 Director of New Holdings and the -- --
Company
</TABLE>
Ronald W. Burkle has been a Director and the Chairman of the Board and
Chief Executive Officer of Food 4 Less since its inception in 1989. Mr. Burkle
co-founded Yucaipa in 1986 and has served as Director, Chairman of the Board,
President and Chief Executive Officer of FFL since 1987 and of Holdings since
1992. From 1986 to 1988, Mr. Burkle was Chairman and Chief Executive Officer of
Jurgensen's, a Southern California gourmet food retailer. Before joining
Jurgensen's, Mr. Burkle was a private investor in Southern California. Mr.
Burkle is the son of Joe S. Burkle.
Byron E. Allumbaugh has been Chairman of the Board and Chief Executive
Officer of Ralphs since 1976 and a Director since 1988. He also is a Director of
the H.F. Ahmanson Company, El Paso Natural Gas Company and Ultramar, Inc.
George G. Golleher has been a Director of Food 4 Less since its inception
in 1989 and has been the President and Chief Operating Officer of Food 4 Less
since January 1990. From 1986 through 1989 Mr. Golleher served as Senior Vice
President, Finance and Administration, of The Boys Markets, Inc. Prior to
joining The Boys Markets, Inc. in 1984, Mr. Golleher served as Vice President
and Chief Financial Officer of Mayfair Markets, Inc. from 1983 to 1984.
Alfred A. Marasca has been President, Chief Operating Officer and a
Director of Ralphs since February 1994 and he was President from February 1993
to February 1994, Executive Vice President, Retail from 1991 until 1993 and
Executive Vice President, Marketing from 1985 to 1991.
71
<PAGE> 79
Joe S. Burkle has been a Director and Executive Vice President of Food 4
Less since its inception in 1989 and has been Chief Executive Officer of
Falley's, Inc. since 1987. Mr. Burkle began his career in the supermarket
industry in 1946, and served as President and Chief Executive Officer of Stater
Bros. Markets, a Southern California supermarket chain. Prior to 1987, Mr.
Burkle was a private investor in Southern California. Mr. Burkle is the father
of Ronald W. Burkle.
Greg Mays has been Executive Vice President -- Finance and Administration,
and Chief Financial Officer of Food 4 Less and of Holdings since December 1992.
From 1989 until 1991, Mr. Mays was Chief Financial Officer of Almac's, Inc. and,
from 1991 to December 1992, President and Chief Financial Officer of Almac's.
From April 1988 to June 1989, Mr. Mays was Chief Financial Officer of Food 4
Less of Modesto, Inc. and Cala Foods, Inc.
Terry Peets has been Executive Vice President of Ralphs since February
1994. He was Senior Vice President, Marketing from 1991 to February 1994, Senior
Vice President, Merchandising from 1990 to 1991, Group Vice President,
Merchandising from 1988 to 1990 and Group Vice President, Store Operations from
1987 to 1988.
Jan Charles Gray has been Senior Vice President, General Counsel and
Secretary of Ralphs since 1988. He was Senior Vice President and General Counsel
from 1985 to 1988 and Vice President and General Counsel from 1978 to 1985.
Alan J. Reed has been Senior Vice President and Chief Financial Officer of
Ralphs since 1988. He was Senior Vice President, Finance from 1985 to 1988 and
Vice President, Finance from 1983 to 1985.
Patrick L. Graham joined Yucaipa as a general partner in January 1993.
Prior to that time he was a Managing Director in the corporate finance
department of Libra Investments, Inc. from 1992 to 1993 and PaineWebber Inc.
from 1990 to 1992. From 1982 to 1990, he was a Managing Director of the
corporate finance department of Drexel Burnham Lambert Incorporated and an
Associate Director in the corporate finance department of Bear Stearns & Co.,
Inc.
Mark A. Resnik has been a Director and the Vice President and Secretary of
Food 4 Less since its inception in 1989, co-founded Yucaipa in 1986 and has been
a Director, Vice President and Secretary of FFL since 1987. From 1986 until
1988, Mr. Resnik served as a Director, Vice President and Secretary for
Jurgensen's. From 1983 through 1986, Mr. Resnik served as a Director, Vice
President and General Counsel of Stater Bros. Markets.
In addition to the directors named above, two members will be nominated to
the Board of Directors of each of the Company and New Holdings by Apollo, and
one member will be nominated to the Board of Directors of each of the Company
and New Holdings by the other New Equity Investors, pursuant to the terms of the
1995 Stockholders Agreement. See "Description of Capital Stock -- 1995
Stockholders Agreement."
All directors of the Company and New Holdings will hold office until the
election and qualification of their successors. Executive officers of each of
the Company and New Holdings will be chosen by its Board of Directors and will
serve at its discretion. It is anticipated that neither the Company nor New
Holdings will pay any fees or remuneration to its directors for service on the
board or any board committee, but that the Company and New Holdings will
reimburse directors for their ordinary out-of-pocket expenses incurred in
connection with attending meetings of the Board of Directors.
72
<PAGE> 80
EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS
Concurrently with the consummation of the Merger, the Company will enter
into employment agreements with certain of the current executive officers of
Ralphs and Food 4 Less. It is expected that Byron E. Allumbaugh, George G.
Golleher, Alfred A. Marasca, as well as other executive officers of the Company,
including Messrs. Mays, Peets, Gray and Reed, will enter into three-year
employment contracts with the Company and that the existing employment
contracts, if any, of such officers will be cancelled.
New Allumbaugh Agreement. The employment agreement between the Company and
Byron Allumbaugh, 63, is expected to provide for a salary of $1 million for the
first year and $1.25 million for the second year. If Mr. Allumbaugh continues as
the Chief Executive Officer during the third year following the Merger, he would
be entitled to a salary of $2 million and if he is employed in another capacity
then he would be entitled to a salary of $1.25 million for the third year. Mr.
Allumbaugh will be entitled to a bonus equal to his salary in each year if
certain prescribed earnings targets (the "Earnings Targets") for the year are
reached. If the Company completes an initial public offering of capital stock
during the first two years of Mr. Allumbaugh's employment, Mr. Allumbaugh will
remain Chief Executive Officer for one year after the public offering. If the
public offering is anticipated to occur during the third year of Mr.
Allumbaugh's employment agreement, Mr. Allumbaugh will resign as Chief Executive
Officer six months prior to the intended date of the public offering but will
continue to be employed at the lesser compensation level provided in his
employment agreement until its termination.
New Golleher Agreement. Food 4 Less is currently a party to a five-year
employment agreement with George G. Golleher providing for annual base
compensation of $350,000, plus employee benefits and an incentive bonus
calculated in accordance with a formula based on Food 4 Less' earnings. Under
the employment agreement, Mr. Golleher may terminate his employment agreement in
the event of a change of control of Food 4 Less, in which case he is entitled to
receive all of the salary and benefits provided under the agreement for the
remaining term thereof, notwithstanding the termination of his employment. In
connection with the consummation of the Merger, the Food 4 Less board of
directors has authorized the payment of a special bonus to George Golleher in a
lump sum amount equal to the base salary due him under the remaining term of his
employment agreement. As a condition of the payment of such bonus, Mr.
Golleher's existing employment agreement will be cancelled, and he will enter
into a new agreement containing terms to be mutually agreed upon between Food 4
Less and Mr. Golleher. The new employment agreement is expected to provide for
an annual salary of $500,000 plus a bonus equal to his salary in each year if
the Earnings Targets are reached. Certain existing contractual rights of Mr.
Golleher, including the right to be elected to the Company's board of directors
and the right to require the Company to repurchase certain of his shares of New
Holdings stock upon his death, disability or termination without cause, will
continue in effect pursuant to the new employment agreement.
New Marasca Agreement. The employment agreement between the Company and
Alfred Marasca is expected to provide for a salary of $500,000 per annum and an
annual bonus equal to his salary if the Earnings Targets for the year are
reached.
General Provisions of the New Employment Agreements. The new employment
agreements are expected to provide generally that the Company may terminate the
agreement for cause or upon the failure of the employee to render services to
the Company for a continuous period to be agreed upon by the Company and the
employee because of the employee's disability. In addition, the employee's
services may be suspended upon notice by the Company and in such event the
employee will continue to be compensated by the Company during the remainder of
the term of the agreement subject to certain offsets if the employee becomes
engaged in another business.
Existing Food 4 Less Employment Agreements. Food 4 Less entered into
employment agreements with 24 officers providing for their employment for a
one-year term commencing on the date of a change of control of Food 4 Less.
These agreements provide for the payment of an incentive bonus calculated in
accordance with Food 4 Less policies, and certain of the agreements provide for
the payment of a special bonus payable
73
<PAGE> 81
upon a change of control (provided certain financial performance targets have
been met). These agreements will become effective upon the consummation of the
Merger. Greg Mays, who will be an Executive Vice President of the Company, will
be entitled to receive a base salary of not less than $250,000 and a special
bonus of $150,000 (provided certain financial performance targets have been
met). It is anticipated that some, but not all, of these employment agreements
will be replaced by new employment agreements with the Company.
Joe Burkle Consulting Agreement. Food 4 Less has a consulting agreement
with Joe S. Burkle providing for compensation of $3,000 per week, pursuant to
which Mr. Burkle provides the management and consulting services of an executive
vice president. The agreement has a five-year term, which is automatically
renewed on January 1 of each year for a five-year term unless sixty days' notice
is given by either party; provided that if Food 4 Less terminates Mr. Burkle's
services for reasons other than for good cause, the payments due under the
agreement continue for the balance of the term. It is expected that the Company
will assume Mr. Burkle's consulting agreement upon the consummation of the
Merger.
EQUITY APPRECIATION RIGHTS PLAN
RGC has 1,500,000 EARs outstanding that were granted under the RGC 1988
Equity Appreciation Rights Plan, as amended (the "EAR Plan"). The outstanding
EARs are held by 36 officers and former officers of Ralphs, including Byron
Allumbaugh, Alfred Marasca, Alan Reed, Terry Peets and Jan Charles Gray. All
outstanding EARs are vested in full and not subject to forfeiture by the
holders, except in the event a holder's employment is terminated for cause
within the meaning of the EAR Plan. The outstanding EARs represent the right to
receive, in the aggregate, 15% of the increase of the appraised value of RGC's
equity at the time of exercise over a base value of $120 million. Concurrently
with the consummation of the Merger, the outstanding EARs will be redeemed for
$17.8 million in cash and a deferred payment of up to $5.0 million. An
additional $10 million of EAR payments that would otherwise be payable upon
consummation of the Merger will be cancelled in exchange for the issuance of the
Reinvestment Options (as defined). No future compensation expense will be
recorded as the cancellation of certain EAR liabilities ($10.0 million) in
consideration for the Reinvestment Options is deemed by management to reflect
fair and equal value. See "-- New Management Stock Option Plan and Management
Investment," "Description of Capital Stock -- New Equity Investment" and
"Certain Relationships and Related Transactions -- Food 4 Less." The price to
redeem the EARs is based on a $517 million valuation (the maximum valuation
possible under the EAR Plan) of RGC's equity.
NEW MANAGEMENT STOCK OPTION PLAN AND MANAGEMENT INVESTMENT
Upon the consummation of the Merger, certain members of Ralphs' management
and Food 4 Less' management will be entitled to receive options to purchase
common stock of New Holdings (the "New Options"). The New Options will have a
term of ten years and the exercise price with respect to each New Option will be
$10 per share, which is equal to the price paid by the New Equity Investors for
the New Equity Investment. The New Options will represent 7.5% of the total
equity of New Holdings, and will be allocated as follows: New Options
representing 1.5%, 0.5% and 0.5% of the total equity of New Holdings will be
granted to Byron Allumbaugh, George Golleher and Alfred Marasca, respectively
(the "Tier One Options"). The Tier One Options will be fully vested upon
issuance and will be immediately exercisable. New Options for an additional 2.5%
of the total equity of New Holdings will be granted to certain other management
employees of the Company (the "Tier Two Options"). Fifty percent (50%) of the
Tier Two Options granted to each holder will vest immediately upon issuance and
10% will vest each year thereafter. In addition, New Options representing an
aggregate of 2.5% of the total equity of New Holdings will be issued to holders
of EARs in exchange for the cancellation of $10 million of the EAR payments
which would otherwise be payable upon consummation of the Merger (the
"Reinvestment Options"). The value of the EAR payments cancelled will be
credited against the exercise price for each Reinvestment Option. The
Reinvestment Options will be fully vested upon issuance and will be immediately
exercisable.
74
<PAGE> 82
Certain of Ralphs' officers, including Messrs. Allumbaugh, Marasca, Reed,
Peets and Gray currently hold options to purchase common stock of RSI. These
options will be cancelled for cash payments aggregating $880,000 in connection
with the Merger.
Each holder of New Options (collectively, the "Management Shareholders")
will also execute a management shareholder agreement with New Holdings
(collectively, the "Management Shareholder Agreements"). The Management
Shareholder Agreements generally will provide New Holdings with a right of first
refusal in the event of proposed sales of New Holdings stock acquired by the
Management Shareholders upon the exercise of New Options and an option,
exercisable following any termination for cause of a Management Shareholder's
employment, or if the Management Shareholder commences employment with a
competitor, to repurchase at Fair Market Value (as defined in the Management
Shareholder Agreements) any New Holdings stock acquired by such Management
Shareholder upon the exercise of New Options. Each Management Shareholder
Agreement will contain certain rights of the Management Shareholders to
participate in sales by Yucaipa of New Holdings stock and certain obligations of
the Management Shareholders to sell their New Holdings stock in the case of a
sale for cash of all of the outstanding New Holdings stock. Finally, the
Management Shareholders will be required to vote their New Holdings stock to
elect to the New Holdings Board of Directors the directors nominated by Yucaipa,
Apollo and the other New Equity Investors under New Holdings' 1995 Stockholders
Agreement. See "Description of Capital Stock -- 1995 Stockholders Agreement."
The Management Shareholders Agreements, and all rights and obligations of the
Management Shareholders thereunder described above, will terminate upon an
initial public offering of New Holdings common stock meeting certain criteria.
SUMMARY COMPENSATION TABLE -- RALPHS
The following Summary Compensation Table sets forth information concerning
the compensation of the Chief Executive Officer and the other four most highly
compensated executive officers of Ralphs who are expected to serve as executive
officers of the Company, whose total annual salary and bonus exceeded $100,000
for the year ended January 29, 1995.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-------------------
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ----------------------- UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($)(1) OPTIONS/SARS(#) COMPENSATION($)(2)
------------------------ ----- -------- ----------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
Byron E. Allumbaugh, 1994 650,000 0 N/A 25,580
Chairman and 1993 645,000 387,000 N/A 20,075
Chief Executive 1992 620,000 372,000 587,753 21,897
Officer
Alfred A. Marasca, 1994 400,000 0 N/A 10,580
President and 1993 340,000 204,000 N/A 7,187
Chief Operating 1992 296,260 148,125 308,812 8,206
Officer
Alan J. Reed, 1994 225,000 0 N/A 6,248
Senior Vice President, 1993 222,500 111,250 N/A 8,879
Finance and 1992 211,250 105,625 154,406 6,125
Chief Financial
Officer
Terry Peets, 1994 215,000 0 N/A 7,562
Executive Vice 1993 192,500 96,250 N/A 6,127
President 1992 182,500 91,250 154,406 6,027
Jan Charles Gray, 1994 213,750 0 N/A 9,047
Senior Vice President, 1993 207,500 103,750 N/A 9,084
General Counsel and 1992 196,250 98,125 154,406 6,605
Secretary
</TABLE>
---------------
(1) Bonuses for services performed in Fiscal Year 1994 were paid in Fiscal Year
1995. Bonus amounts for Messrs. Allumbaugh, Marasca, Reed, Peets and Gray
were $390,000, $240,000, $112,500, $107,500 and $106,875 respectively.
(2) Represents (i) insurance premiums and the dollar value of the remainder of
premiums paid under the Senior Executive Supplemental Benefit Plan, and (ii)
Ralphs' contributions under the Ralphs Thrift Incentive Plan. The respective
amount paid for Messrs. Allumbaugh, Marasca, Reed, Peets and Gray are as
follows: (A) insurance premiums: $18,500, $6,600, $4,025, $5,460 and
75
<PAGE> 83
$4,500; (B) dollar value of the remainder of premiums: $5,232, $2,702, $0,
$0 and $2,699; (C) incentive plan contributions: $1,848, $1,278, $2,223,
$2,102 and $1,848.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1994 AND FISCAL YEAR-END OPTION/SAR
VALUES -- RALPHS
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END($)
ACQUIRED --------------------- --------------------
ON EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#)(1) REALIZED($) UNEXERCISABLE(2) UNEXERCISABLE(3)(4)
-------------------------------- ----------- ----------- --------------------- --------------------
<S> <C> <C> <C> <C>
Byron E. Allumbaugh............. 70,000 1,961,646 352,652/ 0/
375,101 3,923,290
Alfred A. Marasca............... 13,500 378,317 108,084/ 0/
259,228 1,639,375
Alan J. Reed.................... 10,500 294,247 54,042/ 0/
145,864 1,275,069
Terry Peets..................... 7,500 210,176 54,042/ 0/
132,864 910,764
Jan Charles Gray................ 0 0 54,042/ 0/
132,864 1,120,940
</TABLE>
---------------
(1) Represents EARs exercised under the EAR Plan.
(2) Each number represents the aggregate number of options and EARs outstanding,
as currently exercisable/unexercisable. Options and EARs were granted under
different plans, not in tandem. All EARs are free standing.
(3) Represents value of EARs, based on a value of $28.0235 per EAR at the time
of exercise. Outstanding options are not currently in-the-money, based on
current estimates of the fair market value of the Common Stock.
(4) A portion of the EARs will be redeemed in connection with the Merger and the
remaining EARs will be cancelled in exchange for the issuance of the
Reinvestment Options by New Holdings, based upon their maximum possible
valuation of $39.70 per EAR (or $517 for the total equity of RGC). For
purposes of such redemptions and cancellations, the value of outstanding
EARs held by Messrs. Allumbaugh, Marasca, Reed, Peets and Gray is expected
to equal approximately $8.0 million, $2.7 million, $2.1 million, $1.5
million and $1.7 million, respectively.
RALPHS' RETIREMENT PLANS
Retirement Plan. The Ralphs Grocery Company Retirement Plan (the
"Retirement Plan") is a defined benefit pension plan for salaried and hourly
nonunion employees with at least one year of credited service (1,000 hours).
Ralphs makes annual contributions to the Retirement Plan in such amounts as are
actuarially required to fund the benefits payable to participants in accordance
with the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Supplemental Executive Retirement Plan. To allow Ralphs' retirement program
to provide benefits based upon a participant's total compensation and without
regard to other ERISA or tax code pension plan limitations, eligible executive
employees of Ralphs participate in the Ralphs Grocery Company Supplemental
Executive Retirement Plan and, after December 31, 1993, the Ralphs Grocery
Company Retirement Supplement Plan (collectively, the "Supplemental Plan"). The
Supplemental Plan also modifies the benefit formula under the Retirement Plan in
other respects. Benefits provided under the Supplemental Plan were improved
effective April 9, 1994.
76
<PAGE> 84
The following table sets forth the combined estimated annual benefits
payable in the form of a (single) life annuity under both the Retirement Plan
and the Supplemental Plan (unreduced by the cash surrender value of any life
insurance policies) to a participant in both plans who is retiring at a normal
retirement date of January 1, 1995 for the specified final average salaries and
years of credited service.
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
------------------------------------------------------------
FINAL AVERAGE SALARY 15 20 25 30 35
-------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 19,484 $ 25,978 $ 32,473 $ 38,967 $ 45,462
200,000 41,984 55,978 69,973 83,967 97,962
300,000 90,000 120,000 150,000 180,000 180,000
400,000 120,000 160,000 200,000 240,000 240,000
600,000 180,000 240,000 300,000 360,000 360,000
800,000 240,000 320,000 400,000 480,000 480,000
1,000,000 300,000 400,000 500,000 600,000 600,000
1,200,000 360,000 480,000 600,000 720,000 720,000
</TABLE>
Messrs. Allumbaugh, Marasca, Reed, Peets and Gray have completed 36, 38,
22, 18 and 31 years of credited service, respectively. Compensation covered by
the Supplemental Plan includes both salary and bonus. The calculation of
retirement benefits generally is based on average compensation for the highest
three years of the ten years preceding retirement. The benefits earned by a
participant under the Supplemental Plan are reduced by any benefits which the
participant has earned under the Retirement Plan and may be offset under certain
circumstances by the cash surrender value of life insurance policies maintained
by Ralphs pursuant to the split dollar life insurance agreements entered into by
Ralphs and the executive. Benefits are not subject to any deduction for social
security offset.
It is currently anticipated, although there can be no assurance, that
Ralphs and Food 4 Less salaried employees will participate in the Retirement
Plan and other existing Ralphs benefit plans following the Merger. These plans
are currently being evaluated to determine the feasibility of such
participation.
SUMMARY COMPENSATION TABLE -- FOOD 4 LESS
The following Summary Compensation Table sets forth information concerning
the compensation of the Chief Executive Officer and the other three most highly
compensated executive officers of Food 4 Less who are expected to serve as
executive officers of the Company, whose total annual salary and bonus exceeded
$100,000 for services rendered in all capacities to Food 4 Less and its
subsidiaries for the 31 weeks ended January 29, 1995.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------- ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR ENDED SALARY($) BONUS($) COMPENSATION(4)($)
-------------------------------- -------------------- --------- -------- ------------------
<S> <C> <C> <C> <C>
Ronald W. Burkle,............... January 29, 1995(5) -- -- --
Chairman and Chief June 25, 1994 -- -- --
Executive Officer(1) June 26, 1993 -- -- --
June 23, 1992 -- -- --
George G. Golleher,............. January 29, 1995(5) 298,100 250,000 3,329
President June 25, 1994 500,000 500,000 3,937
June 26, 1993 500,000 500,000 --
June 23, 1992 500,000 235,000 5,300
Greg Mays,...................... January 29, 1995(5) 154,300 85,000 2,687
Executive Vice-President June 25, 1994 250,000 150,000 --
Finance/Administration and June 26, 1993 108,000 75,000 --
Chief Financial Officer(2) June 23, 1992 -- -- --
Joe Burkle,..................... January 29, 1995(5) 124,000 -- --
Executive Vice President(3) June 25, 1994 196,000 50,000 --
June 26, 1993 156,000 -- --
June 23, 1992 156,000 -- --
</TABLE>
---------------
(1) Ronald W. Burkle and Mark A. Resnik, Vice President and Secretary of Food 4
Less, provide services to Food 4 Less pursuant to a management agreement
between Yucaipa and Food 4 Less. See "Certain Relationships and Related
Transactions." Pursuant to this management agreement, Food 4 Less paid
Yucaipa and an affiliate of Yucaipa $1.2 million in the 31 weeks ended
Jauary 29, 1995 for
77
<PAGE> 85
the services of Messrs. Ronald Burkle and Resnik and other Yucaipa
personnel. Such payments to Yucaipa and its affiliate are not reflected in
the table set forth above.
(2) During Fiscal 1993, Greg Mays became Executive Vice
President-Finance/Administration and Chief Financial Officer.
(3) Mr. Joe Burkle provides services to Food 4 Less pursuant to a consulting
agreement. See " -- Employment Agreements."
(4) The amounts shown in this column represent annual payments by Food 4 Less to
the Employee Profit Sharing and Retirement Program of Food 4 Less for the
benefit of Mr. Golleher and Mr. Mays.
(5) Food 4 Less changed its fiscal year end from the 52 or 53-week period which
ends on the last Saturday in June to the 52 or 53-week period which ends on
the Sunday closest to January 31, resulting in a 31-week transition period.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION -- FOOD 4 LESS
Food 4 Less does not have a board committee performing the functions of a
compensation committee. Ronald W. Burkle, Chief Executive Officer of Food 4
Less, and George G. Golleher, President of Food 4 Less, made decisions with
regard to Food 4 Less' executive officer compensation for Fiscal 1994.
FOOD 4 LESS STOCK PLAN
As of June 25, 1994, certain employees of Food 4 Less (the "Management
Stockholders") collectively owned approximately 4.5% of Holdings' outstanding
common stock which they acquired under the management stock plan of Food 4 Less.
Pursuant to this plan, the Board of Directors of Holdings from time to time has
offered common stock of Holdings for sale to selected employees at a price and
for consideration (which may include a promissory note) determined at the
discretion of the Board. Management Stockholders who have purchased shares are
party to a Management Stockholders Agreement (the "Stockholders Agreement") with
Holdings, a Stockholder Voting Agreement and Proxy (the "Voting Agreement"), and
such other documents as Holdings may require. The Stockholders Agreement
prohibits the transfer of any of the Management Stockholder's common stock for a
period of four years from the date of its original issuance (although such date
may, in the case of certain Management Stockholders who were shareholders of
BHC, relate back to the date that shares were issued to them by BHC) other than
transfers to certain family members and heirs or pursuant to a registration
statement. The Management Stockholder's shares may be purchased by Holdings if,
(a) prior to the fourth anniversary of their issuance, the Management
Stockholder's employment terminates for any reason, or (b) after such fourth
anniversary, the Management Stockholder wishes to sell his/her common stock to a
third party. In the event of the death or permanent disability of the Management
Stockholder, each Management Stockholder has an irrevocable option for one year
to require Holdings to purchase all (or a portion) of his common stock in the
manner and on the terms set forth in the Stockholders Agreement; provided,
however, that the Management Stockholder may exercise such option in the event
of death or disability only to the extent that Holdings or Food 4 Less has
insurance, under which Holdings or Food 4 Less is the named beneficiary, with
respect to such event. Additionally, if shareholders holding at least fifty
percent (50%) of the issued and outstanding common stock of Holdings agree to
sell to a third party more than eighty percent (80%) of the shares of common
stock then held by them, then upon the demand of such selling stockholders, each
Management Stockholder must sell to such third party the same percentage of his
common stock as is proposed to be sold by the selling stockholders. The
Stockholders Agreement terminates on the tenth anniversary of the Merger.
Under the Voting Agreement, Ronald W. Burkle, George G. Golleher and
Yucaipa Capital Advisors, Inc. have sole voting control over the shares of
common stock owned by the other Management Stockholders until the tenth
anniversary of the Merger (unless extended by such Management Stockholders).
As of January 29, 1995, there was outstanding $0.7 million principal amount
of notes receivable from certain Management Stockholders, representing loans for
the purchase of Holdings' common stock. The notes are due over various periods,
bear interest at the bank "prime" lending rate, and are secured by such common
stock.
Pursuant to the Reincorporation Merger, New Holdings will succeed to the
rights and obligations of Holdings under the Food 4 Less stock plan. It is
expected that following the Merger, equity issuances to management will cease to
be made under the Food 4 Less stock plan and instead will be made under the New
Holdings option plan. See "-- New Management Stock Option Plan and Management
Investment."
78
<PAGE> 86
PRINCIPAL STOCKHOLDERS
The information in the following table gives effect to (i) the Merger and
the Financing and (ii) the FFL Merger and the Reincorporation Merger. The
information in the following table assumes that the outstanding stock options of
RSI have been cancelled, that certain new stock options of New Holdings have
been granted to management and that certain warrants to purchase New Holdings
Common Stock have been issued to institutional investors who currently hold
warrants to purchase Common Stock of Holdings. Based on such assumption and
giving effect to the foregoing events, the following table sets forth the
ownership of Common Stock and Series A Preferred Stock and Series B Preferred
Stock of New Holdings by each person who to the knowledge of Food 4 Less will
own 5% or more of New Holdings' outstanding voting stock, by each person who
will be a director or named executive officer of the Company, and by all
executive officers and directors of the Company as a group. Share amounts and
percentage ownership information set forth for the Series A Preferred Stock and
Series B Preferred Stock are subject to change pending finalization of the
Financing.
<TABLE>
<CAPTION>
SERIES B
COMMON SERIES A PREFERRED
STOCK(1)(2) PREFERRED STOCK(1) STOCK(1)
------------------ ------------------ ----------------- PERCENTAGE PERCENTAGE
NUMBER NUMBER NUMBER OF TOTAL OF ALL
OF OF OF VOTING OUTSTANDING
BENEFICIAL OWNER(3) SHARES % SHARES % SHARES % POWER STOCK
--------------------------- ---------- ----- ---------- ----- --------- ---- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yucaipa and affiliates:
The Yucaipa
Companies(4)(5)........ 17,567,622 62.3% -- -- -- -- 39.1% 36.6%
Ronald W. Burkle(4)(6)... 2,046,392 10.1% -- -- -- -- 5.5% 5.1%
George G. Golleher
(2)(6)................. 462,525 2.3% -- -- -- -- 1.3% 1.2%
10000 Santa Monica
Boulevard, Los Angeles,
California 90067
---------- ----- --- ---
Total................ 20,076,539 71.2% -- -- -- -- 44.7% 41.8%
Byron E. Allumbaugh(2)(7).. 600,000 3.0% -- -- -- -- 1.6% 1.5%
Alfred A. Marasca(2)(7).... 200,000 1.0% -- -- -- -- 0.5% 0.5%
Greg Mays(8)............... -- -- -- -- -- -- -- --
Alan J. Reed(7)............ -- -- -- -- -- -- -- --
Terry Peets(7)............. -- -- -- -- -- -- -- --
Jan Charles Gray(7)........ -- -- -- -- -- -- -- --
Apollo Advisors, L.P.
Apollo Advisors II, L.P.(9)
2 Manhattanville Road
Purchase, NY 10577....... 1,285,165 6.4% 12,283,244 73.6% -- -- 36.8% 33.9%
BT Investment Partners,
Inc.(10)
130 Liberty Street
New York, NY 10006....... 509,812 2.5% 900,000 5.4% 3,100,000 100% 3.8% 11.3%
Other New Equity Investors
as a group(11)........... 40,172 0.2% 3,500,000 21.0% -- -- 9.5% 8.8%
All directors and executive
officers as a group (15
persons)(2)(4)(5)(6)..... 20,876,539 74.0% -- -- -- -- 46.5% 43.5%
</TABLE>
---------------
(1) Gives effect to (i) a stock split to be effected with respect to the
outstanding common stock of Holdings prior to the Merger, (ii) the
conversion (in connection with the FFL Merger) of the outstanding common
stock of FFL into newly-issued common stock of Holdings in an amount which
will preserve the proportionate ownership interests of FFL's stockholders,
and of the equity holders of Holdings, in the combined Company, (iii) the
conversion (in connection with the Reincorporation Merger) of the
outstanding common stock, and warrants to acquire common stock, of Holdings
into New Holdings common stock and warrants, (iv) the issuance by New
Holdings of 16,683,244 shares of Series A Preferred Stock and 3,100,000
shares of Series B Preferred Stock in connection with the New Equity
Investment and the concurrent exchange of outstanding shares of common
stock acquired by the New Equity Investors from an existing stockholder and
(v) the assumed exercise of the outstanding warrants to acquire New
Holdings common stock issued to the former Holdings warrantholders in
connection with the Reincorporation Merger.
(2) Gives effect to the exercise of Tier One Options to be issued to Byron E.
Allumbaugh, George G. Golleher and Alfred A. Marasca under a new management
stock option plan to be adopted prior to completion of the Merger, covering
600,000, 200,000 and 200,000 shares, respectively. Does not give effect to
the exercise of (a) Tier Two Options to purchase up to 1,000,000 shares of
New Holdings common stock to be issued at the discretion of the Board of
Directors to certain management employees of the Company, under such stock
option plan, concurrently with or following completion of the Merger or (b)
Reinvestment Options to purchase up
79
<PAGE> 87
to 1,000,000 shares of New Holdings common stock to be issued to holders of
EARs in exchange for the cancellation of $10 million of the EAR payments
which would otherwise be payable upon consummation of the Merger. See
"Executive Compensation -- New Management Stock Option Plan and Management
Investment."
(3) Except as otherwise indicated, each beneficial owner has the sole power to
vote, as applicable, and to dispose of all shares of Common Stock or Series
A Preferred Stock or Series B Preferred Stock owned by such beneficial
owner.
(4) Represents shares owned by The Yucaipa Companies, F4L Equity Partners,
L.P., FFL Partners, Yucaipa Capital Fund and Yucaipa/F4L Partners. These
entities are affiliated partnerships which are controlled, directly or
indirectly, by Ronald W. Burkle. Following completion of the Merger, the
foregoing entities will be parties to a stockholders agreement with other
New Holdings investors which will give to Yucaipa the right to elect a
majority of the directors of New Holdings. See "Description of Capital
Stock -- 1995 Stockholders Agreement."
(5) Share amount and percentages shown for Yucaipa include a warrant to
purchase 8,000,000 shares of New Holdings Common Stock to be issued to
Yucaipa concurrently with the completion of the Merger and the Financing.
Such warrant will become exercisable only upon the occurrence of an initial
public offering or certain sale transactions involving New Holdings. See
"Description of Capital Stock -- Yucaipa Warrant."
(6) Certain management stockholders who own in the aggregate 852,326 shares of
Common Stock (pro forma for the events and assumptions described above)
have entered into a Stockholder Voting Agreement and Proxy pursuant to
which Ronald W. Burkle, George G. Golleher and Yucaipa Capital Advisors,
Inc. have sole voting control over the shares currently owned by such
management stockholders until December 31, 2002 (unless extended by such
stockholders). See "Executive Compensation -- Food 4 Less Stock Plan." The
852,326 shares have been included, solely for purposes of the above table,
in the share amounts shown for Mr. Burkle but not for Mr. Golleher. Neither
Messrs. Burkle and Golleher nor Yucaipa Capital Advisors, Inc. have the
power to dispose of, or any other form of investment power with respect to,
such shares. Messrs. Burkle and Golleher have sole voting and investment
power with respect to 1,194,066 and 462,525 shares of Common Stock they
respectively own (including, in the case of Mr. Golleher, 200,000 shares
issuable upon the exercise of Tier One Options).
(7) Does not include Reinvestment Options to purchase 228,428 shares, 100,000
shares, 60,000 shares, 60,000 shares and 174,940 shares of New Holdings
Common Stock to be issued to Messrs. Allumbaugh, Marasca, Reed, Peets and
Gray, respectively, in exchange for the cancellation of the EAR payments
which would otherwise be payable upon consummation of the Merger.
(8) Mr. Mays owns 8,890 of the 852,326 shares of Common Stock which are subject
to the Stockholder Voting Agreement and Proxy described in note (6) above.
(9) Represents shares owned by one or more entities managed by or affiliated
with Apollo Advisors, L.P. or Apollo Advisors II, L.P., together with
certain affiliates or designees of Apollo.
(10) Represents shares owned by BT Investment Partners, Inc. ("BTIP"), Bankers
Trust New York Corporation and BT Securities Corporation. Bankers Trust New
York Corporation and BT Securities Corporation are affiliated with BTIP.
BTIP expressly disclaims beneficial ownership of all shares owned by
Bankers Trust New York Corporation and BT Securities Corporation.
(11) Includes certain institutional investors, other than Apollo and BTIP, which
will purchase Series A Preferred Stock of New Holdings in connection with
the Financing. Pursuant to the 1995 Stockholders Agreement, certain
corporate actions by New Holdings and its subsidiaries will require the
consent of the directors whom the New Equity Investors, including Apollo
and BTIP, are entitled to elect to the New Holdings Board of Directors. See
"Description of Capital Stock -- 1995 Stockholders Agreement." Such
investors do not affirm the existence of a "group" within the meaning of
Rule 13d-5 under the Exchange Act, and expressly disclaim beneficial
ownership of all New Holdings shares except for those shares held of record
by each such investor or its nominees.
DESCRIPTION OF CAPITAL STOCK
Following is a description of the capital stock of the Company and New
Holdings to be authorized and outstanding upon completion of the Merger, the FFL
Merger and the Reincorporation Merger, including the terms of the New Equity
Investment to be made in New Holdings in connection with the closing of the
Merger.
THE COMPANY
Upon completion of the Merger, the authorized capital stock of the Company
will consist of 1,600,000 shares of Common Stock, $.01 par value per share, of
which 1,513,938 shares will be outstanding. All of such outstanding shares will
be owned by New Holdings. There will be no public trading market for the Common
Stock of the Company. The indentures that will govern outstanding debt
securities of the Company will contain certain restrictions on the payment of
cash dividends with respect to the Company's Common Stock. In addition, it is
expected that the New Credit Facility will also restrict such payments. Subject
to the limitations contained in the New Credit Facility and such indentures,
holders of Common Stock of the Company will be entitled to dividends when and as
declared by the Board of Directors from funds legally available therefor, and
upon liquidation, will be entitled to share ratably in any distribution to
holders of Common Stock. All holders of Common Stock will be entitled to one
vote per share on any matter coming before the stockholders for a vote.
NEW HOLDINGS
Following completion of the Merger, the FFL Merger, the Reincorporation
Merger and the New Equity Investment, (i) the authorized capital stock of New
Holdings will consist of 60,000,000 shares of Common
80
<PAGE> 88
Stock, $.01 par value, 25,000,000 shares of Non-Voting Common Stock, $.01 par
value, 25,000,000 shares of Series A Preferred Stock, $.01 par value, and
25,000,000 shares of Series B Preferred Stock, $.01 par value, (ii) 17,207,882
shares of Common Stock, 16,683,244 shares of Series A Preferred Stock and
3,100,000 shares of Series B Preferred Stock will be outstanding and held by
approximately 100 holders of record, (iii) 2,008,874 shares of Common Stock will
be reserved for issuance upon the exercise of outstanding warrants held by
institutional investors, and (iv) 3,000,000 shares of Common Stock will be
reserved for issuance upon the exercise of the New Options. See "Executive
Compensation -- New Management Stock Option Plan and Management Investment." An
additional 8,000,000 shares of Common Stock will be reserved for issuance upon
the exercise of a warrant to be issued to Yucaipa upon closing of the Merger.
See "-- Yucaipa Warrant" below.
There is no public trading market for the capital stock of New Holdings,
nor will any such market exist following completion of the Merger. New Holdings
does not expect in the foreseeable future to pay any dividends on its capital
stock. Holders of Common Stock of New Holdings are entitled to dividends when
and as declared by the Board of Directors of New Holdings from funds legally
available therefor, and upon liquidation, are entitled to share ratably in any
distribution to holders of Common Stock. All holders of New Holdings Common
Stock are entitled to one vote per share on any matter coming before the
stockholders for a vote.
The Series A Preferred Stock initially will have an aggregate liquidation
preference of $166,832,440, or $10 per share, which will accrete as described
below. The holders of the Series A Preferred Stock will vote (on an as-converted
basis) together with the Common Stock as a single class on all matters submitted
for stockholder vote. Each share of Series A Preferred Stock initially will be
convertible at the option of the holder thereof into a number of shares of New
Holdings Common Stock equal to the liquidation preference of such share of
Series A Preferred Stock divided by $10. Upon consummation of an initial public
offering of New Holdings equity securities which meets certain criteria, the
shares of Series A Preferred Stock will automatically convert into shares of
Common Stock of New Holdings at the same rate as applicable to an optional
conversion.
The Series B Preferred Stock initially will have an aggregate liquidation
preference of $31,000,000, or $10 per share, which will accrete as described
below. The holders of Series B Preferred Stock generally will not be entitled to
vote on any matters, except as required by the Delaware General Corporation Law.
Upon the occurrence of a change of control, each share of Series B Preferred
Stock initially will be convertible at the option of the holder thereof into a
number of shares of New Holdings Common Stock or Non-Voting Common Stock equal
to the liquidation preference of such share of Series B Preferred Stock divided
by $10. Upon consummation of an initial public offering of New Holdings equity
securities which meets certain criteria, shares of Series B Preferred Stock will
automatically convert into shares of Non-Voting Common Stock of New Holdings at
the same rate as applicable to an optional conversion.
The liquidation preference of the Series A Preferred Stock and the Series B
Preferred Stock initially will accrete daily at the rate of 7% per annum,
compounded quarterly, until the later of the fifth anniversary of the date of
issuance or the date the Company first reports EBITDA (as defined) of at least
$500 million for any twelve-month period. Thereafter, the liquidation preference
will remain constant. The accretion rate of the liquidation preference will
increase (a) by 2% per annum if the Company fails to report EBITDA of at least
$400 million for the four fiscal quarters ending closest to the third
anniversary of the date of issuance (or for the rolling four-quarter period
ending on any of the three subsequent quarter-ends), (b) by 2% per annum if the
Company fails to report EBITDA of at least $425 million for the four fiscal
quarters ending closest to the fourth anniversary of the date of issuance (or
for the rolling four-quarter period ending on any of the three subsequent
quarter-ends) or (c) by 2% per annum if the Company fails to report EBITDA of at
least $450 million for the four fiscal quarters ending closest to the fifth
anniversary of the date of issuance, in each case, such increase to take effect
on the first day after the last day of the fiscal quarter with respect to which
such failure occurred; provided that the accretion rate of the liquidation
preference will not at any time exceed 13% per annum. The accretion of the
liquidation preference will result in a proportional increase in the number of
shares of common stock issuable upon conversion of the Series A Preferred Stock
and the Series B Preferred Stock. In addition, the initial aggregate liquidation
preference of the Series A Preferred Stock and
81
<PAGE> 89
the Series B Preferred Stock may increase from the amounts set forth above
depending on whether New Holdings determines to increase the number of shares it
may sell pursuant to the New Equity Investment, and depending on whether certain
existing equity holders of FFL and Holdings exercise preemptive rights to
participate in the New Equity Investment.
Shares of Series A Preferred Stock or Series B Preferred Stock may be
converted (subject to certain conditions) at the option of the holder into
shares of the other series. The holders of Series A Preferred Stock and Series B
Preferred Stock have no rights to any fixed dividends in respect thereof.
Subject to certain exceptions, New Holdings will be prohibited from declaring
dividends with respect to, or redeem, purchase or otherwise acquire, shares of
its capital stock without the consent of holders of a majority of the Series A
Preferred Stock. If dividends are declared on the Series A Preferred Stock or
the Series B Preferred Stock which are payable in voting securities of New
Holdings, New Holdings will make available to each holder of Series A Preferred
Stock and Series B Preferred Stock, at such holder's request, dividends
consisting of non-voting securities of New Holdings which are otherwise
identical to the voting securities and which are convertible into or
exchangeable for such voting securities upon a change of control.
NEW EQUITY INVESTMENT
Concurrently with the issuance of the New Notes and the closing of the
Merger, certain existing stockholders of New Holdings, including affiliates of
George Soros, will sell 5,783,244 outstanding shares of common stock of New
Holdings to CLH, which in turn will sell such shares to the New Equity Investors
for an aggregate purchase price of $57.8 million. New Holdings will then issue
16,683,244 shares of Series A Preferred Stock and 3,100,000 shares of Series B
Preferred Stock in a private placement to the New Equity Investors led by Apollo
and including affiliates of BT Securities, CS First Boston and DLJ for an
aggregate consideration of $140 million plus the contribution to New Holdings of
the shares of common stock purchased from CLH in the secondary sale transaction.
The shares of Series A Preferred Stock and Series B Preferred Stock acquired by
the New Equity Investors will represent approximately 41% in the aggregate of
the fully diluted common equity of New Holdings (assuming exercise of the
Yucaipa warrant). See "Principal Stockholders."
The $140 million cash proceeds from the issuance of Series A Preferred
Stock and Series B Preferred Stock will be applied by New Holdings as set forth
under "The Merger and the Financing."
Food 4 Less has accepted a commitment letter (the "Equity Commitment") from
Apollo pursuant to which Apollo has agreed (subject to certain conditions) to
purchase up to $140 million of the Series A Preferred Stock to be offered by New
Holdings as part of the New Equity Investment. In consideration of its equity
commitment, upon the closing of the Merger Apollo will receive from New Holdings
a fee of $5 million, of which $2.5 million will be satisfied through the
issuance to Apollo of New Discount Debentures and $2.5 million will be paid to
Apollo in cash. See "Certain Relationships and Related Transactions -- Food 4
Less." The Company anticipates that the remainder of the Series A Preferred
Stock and Series B Preferred Stock so offered will be purchased by affiliates of
lenders and other financial institutions which have provided financing to the
Company, including BTIP, which is an affiliate of Bankers Trust, by affiliates
of CS First Boston and DLJ and by certain other investors. The amounts of New
Holdings stock expected to be held by Apollo, affiliates of Bankers Trust and
all other holders of 5% or more of New Holdings' outstanding stock following
completion of the Merger and the Financing are set forth above under "Principal
Stockholders."
1995 STOCKHOLDERS AGREEMENT
Under the terms of the 1995 Stockholders Agreement (which is expected to be
entered into by New Holdings, Yucaipa and its affiliates, the New Equity
Investors and other stockholders), the New Equity Investors holding Series A
Preferred Stock will be entitled to nominate three directors to the Board of
Directors of each of New Holdings and the Company (the "Series A Directors"), of
which two directors will be nominees of Apollo and one director will be a
nominee of the other New Equity Investors holding Series A Preferred Stock. The
1995 Stockholders Agreement will give to Yucaipa the right to nominate six
directors of New Holdings and seven directors of the Company, and the boards of
New Holdings and the Company will
82
<PAGE> 90
consist of a total of nine and ten directors, respectively. The numbers of
directors which may be nominated by the foregoing stockholders will be reduced
if such stockholders cease to own certain specified percentages of their initial
holdings. Unless and until New Holdings has effected an initial public offering
of its equity securities meeting certain criteria, New Holdings and its
subsidiaries may not take certain actions without the approval of the Series A
Directors, including but not limited to certain mergers, sale transactions,
transactions with affiliates, issuances of capital stock and payments of
dividends on or repurchases of capital stock. In addition, under the 1995
Registration Rights Agreement the New Equity Investors will have certain
"demand" and "piggyback" registration rights with respect to their Series A
Preferred Stock and Series B Preferred Stock, as well as the right under the
1995 Stockholders Agreement to participate, on a pro rata basis, in sales by
Yucaipa of the New Holdings stock it holds. In certain circumstances, Yucaipa
will have the right to compel the participation of the New Equity Investors and
other stockholders in sales of all the outstanding shares of New Holdings stock.
The Company will seek the agreement of the current stockholders of FFL and
warrantholders of Holdings to become party to the 1995 Stockholders Agreement,
which would grant to such holders certain rights in replacement of two existing
stockholders agreements among FFL and its stockholders entered into in 1987 and
1991, respectively, and an agreement among Holdings and its warrantholders
executed in 1992.
YUCAIPA WARRANT
Upon closing of the Merger, New Holdings has agreed to issue to Yucaipa a
warrant to purchase up to 8,000,000 shares of New Holdings Common Stock. The
initial exercise price of such warrant will be set such that the warrant will
have no value unless and until the value of the shares representing New
Holdings' equity on the Closing Date appreciates to $1.220 billion. Such warrant
will be exercisable on a cashless basis at the election of Yucaipa in the event
New Holdings completes an initial public offering of equity securities meeting
certain criteria, or in connection with certain sale transactions involving New
Holdings, in either case effected on or prior to the fifth anniversary of the
Closing Date. The expiration date of such warrant, and the deadline for such
triggering transactions, may be extended from the fifth to the seventh
anniversary of the Closing Date if New Holdings meets certain financial
performance goals prior to such fifth anniversary. The cashless exercise
provisions of such warrant allow the holder to exercise it without the payment
of cash consideration, provided that New Holdings will withhold from the shares
otherwise issuable upon such exercise a number of shares having a fair market
value as of the exercise date equal to the exercise price.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RALPHS
In connection with the acquisition of a majority of RSI's common stock in
February 1992, EJDC agreed to guarantee RGC's obligations as a self-insurer of
worker's compensation liabilities in the State of California (the "EJDC
Guaranty"). In consideration of the EJDC Guaranty, RGC unconditionally agreed to
reimburse EJDC for any payments made under the EJDC Guaranty and for the cost of
insurance up to $200,000 to cover liabilities incurred pursuant to the EJDC
Guaranty. Further, RGC agreed to pay EJDC a guarantee fee of $33,500 for each
month the EJDC Guaranty was in effect ($402,000 was paid in Fiscal 1994).
Concurrently with the completion of the Merger, the EJDC Guaranty will be
terminated, and RGC will cease to pay any guarantee fee to EJDC or to reimburse
it for the cost of insurance. However, RGC will continue to be obligated to
reimburse EJDC for any payments which EJDC could in the future be required to
make under the EJDC Guaranty in respect of prior claims. Moreover, FFL has
undertaken for the benefit of EJDC to maintain, until the fifth anniversary of
the closing of the Merger, bank letters of credit, insurance or other security
for the workers' compensation claims for which EJDC could have liability under
the EJDC Guaranty.
In connection with the bankruptcy reorganization of Federated and its
affiliates, Federated agreed to pay certain potential tax liabilities relating
to RGC as a member of the affiliated group of companies comprising Federated and
its subsidiaries. In consideration thereof, RSI and RGC agreed to pay Federated
a total of $10 million, payable $1 million on each of February 3, 1992, 1993,
1994, 1995 and 1996 and $5 million on February 3, 1997. The five $1 million
installments are to be paid by RGC and the $5 million payment is the joint
obligation of RSI and RGC. In the event Federated is required to pay certain tax
liabilities, RSI and
83
<PAGE> 91
RGC have agreed to reimburse Federated up to an additional $10 million, subject
to certain adjustments. This additional obligation, if any, is the joint and
several obligation of RSI and RGC. Pursuant to the terms of the Merger
Agreement, the $5 million payment and the potential $10 million payment will be
paid in cash. See Note 1 of Notes to Ralphs Consolidated Financial Statements.
In addition, EJDC and the other current holders of Common Stock of RSI are
parties to an agreement providing for various aspects of corporate governance
(the "Ralphs Registration Rights and Governance Agreement") relating to Ralphs.
Pursuant to the Ralphs Registration Rights and Governance Agreement, RGC is
obligated to provide RSI, by dividend, pursuant to a services agreement or
otherwise, with funds sufficient to enable RSI to perform its duties as the
holding company of RGC's stock and to perform its obligations set forth in the
Ralphs Registration Rights and Governance Agreement. The Ralphs Registration
Rights and Governance Agreement will be cancelled concurrently with the closing
of the Merger.
FOOD 4 LESS
Yucaipa provides certain management and financial services to Food 4 Less
and its subsidiaries pursuant to a consulting agreement. The services of Ronald
Burkle, Mark Resnik and Patrick Graham, acting in their capacities as directors
and officers, and the services of other Yucaipa personnel are provided to Food 4
Less pursuant to this agreement. All of such individuals are partners of
Yucaipa. Yucaipa's consulting agreement provides for annual management fees
currently equal to $2 million plus an additional amount based on Food 4 Less'
performance. Upon completion of the Merger, the consulting agreement will be
amended to provide for an annual management fee payable by the Company to
Yucaipa in the amount of $4 million, with no additional amounts payable based on
performance. In addition, the Company may retain Yucaipa in an advisory capacity
in connection with certain acquisitions or sale transactions, in which case the
Company will pay Yucaipa an advisory fee. The agreement has a five-year term,
which will be automatically renewed on each anniversary of the Merger for a
five-year term unless ninety days' notice is given by either party. The
agreement may be terminated at any time by the Company, provided that Yucaipa
will be entitled to full monthly payments under the agreement for the remaining
term thereof, unless the Company terminates for cause pursuant to the terms of
the agreement. Yucaipa may terminate the agreement if the Company fails to make
a payment due thereunder, or if there occurs a change of control (as defined in
the agreement) of the Company, and upon any such termination Yucaipa will be
entitled to full payments for the remainder of the five-year period commencing
on the closing of the Merger. Pursuant to the agreement, Food 4 Less paid
Yucaipa a total of $2.4 million, $3.8 million and $2 million in management and
advisory fees for the fiscal years ended June 25, 1994, June 26, 1993 and June
27, 1992 respectively.
The Yucaipa consulting agreement also provides that upon closing of the
Merger, Yucaipa will be entitled to receive an advisory fee from the Company in
the amount of $19 million, plus reimbursement of expenses in connection with the
Merger and the related transactions. New Holdings will issue $15 million initial
accreted value of New Discount Debentures to Yucaipa in satisfaction of a
portion of such fee and the Company will pay the remaining $4 million of such
fee in cash. Upon closing of the Merger, Yucaipa anticipates that it in turn
will pay a cash fee of approximately $3.5 million to Soros Fund Management in
consideration for advisory services which Soros Fund Management has rendered
since 1991. The Company has no responsibility for such payment by Yucaipa.
Additionally, upon closing of the Merger, Yucaipa will receive a warrant to
purchase 8,000,000 shares of New Holdings common stock exercisable upon the
conditions described under "Description of Capital Stock -- The Yucaipa
Warrant." In consideration for its commitment to purchase Series A Preferred
Stock of New Holdings, Apollo will receive a fee of $5 million from New Holdings
upon the closing of the Merger. New Holdings will issue $2.5 million initial
accreted value of New Discount Debentures to Apollo in satisfaction of a portion
of such fee, and New Holdings will pay the remaining $2.5 million of such fee in
cash. See "Description of Capital Stock -- New Equity Investment."
In connection with the execution of the Merger Agreement, Yucaipa entered
into the Put Agreement with EJDC, pursuant to which EJDC will be entitled to put
up to $10 million aggregate principal amount of Seller Debentures to Yucaipa on
the Closing Date. The Yucaipa consulting agreement will provide that the Company
will reimburse Yucaipa for any loss and expenses incurred by Yucaipa upon the
resale of such Seller
84
<PAGE> 92
Debentures to any unaffiliated third party. Yucaipa has advised the Company that
it intends to resell the Seller Debentures on the Closing Date or as soon
thereafter as practicable. The agreement will also require Yucaipa to contribute
any profit realized upon the resale of such Seller Debentures within such period
to the capital of the Company.
Pursuant to the New Discount Debenture Placement, New Holdings has
committed to issue $100 million initial accreted value of New Discount
Debentures, which will be acquired by a partnership comprised of FFL Investors
L.L.C. (an affiliate of George Soros), Yucaipa RGC L.L.C. (an affiliate of
Yucaipa whose members include Ronald Burkle, Mark Resnik and Patrick Graham)
("Yucaipa LLC"), RGC Investment Co. (a corporation controlled by certain Yucaipa
partners) ("RGCIC"), BTIP, an affiliate of CS First Boston, an affiliate of DLJ,
Apollo, EJDC and the other selling stockholders of RSI. New Discount Debentures
having an initial accreted value of $59 million will be issued directly to the
partnership by New Holdings for cash consideration contributed to the
partnership by (i) FFL Investors L.L.C., which will invest $40 million in cash
proceeds received from Soros' affiliate as a result of the secondary sale of New
Holdings common stock, (ii) BTIP, which will invest $5 million in cash, (iii) an
affiliate of CS First Boston, which will invest $2.5 million in cash, (iv) an
affiliate of DLJ, which will invest $2.5 million in cash, (v) EJDC, which will
invest $4 million of its consulting fee payable by the Company upon closing of
the Merger and (vi) RGCIC, which will invest $5 million in cash borrowed from
the Company. New Holdings will issue additional New Discount Debentures having
an initial accreted value of (a) $15 million to Yucaipa LLC in satisfaction of
advisory fees otherwise payable to Yucaipa by the Company in connection with the
Merger and the Financing, (b) $5 million to BT Securities in satisfaction of
other fees payable to BT Securities by the Company in connection with the
Financing, (c) $2.5 million to Apollo in satisfaction of a portion of the
commitment fees otherwise payable to Apollo by New Holdings in connection with
the New Equity Investment and (d) $18.5 million to RSI stockholders as Merger
consideration, all of which New Discount Debentures shall be contributed to the
partnership, whereupon the partnership will hold all $100 million initial
accreted value of New Discount Debentures issued by New Holdings.
New Holdings will grant to the partnership certain registration rights with
respect to the New Discount Debentures. Pursuant to such registration rights
agreement, New Holdings will file with the Commission a shelf registration
statement which will permit resales of the New Discount Debentures by the
partnership commencing 60 days following closing of the Merger. New Holdings
will be obligated to use its best efforts to cause such shelf registration
statement to remain effective for up to three years. If New Holdings fails to
comply with its obligations to keep such shelf registration statement effective,
New Holdings will be obligated to pay certain liquidated damages. New Holdings
and its subsidiaries will agree not to effect any public distribution of
securities similar to the New Discount Debentures until the New Discount
Debentures are resold by the partnership (or until the third anniversary of the
Closing Date, if later). New Holdings believes that the partnership actively
would seek to dispose of its entire interest in the New Discount Debentures
promptly upon expiration of the 60 day holdback period following closing of the
Merger. New Holdings will agree to use its best efforts to assist the
partnership in such disposition, and to pay all expenses, including underwriting
discounts and brokers' or dealers' commissions and mark-ups (subject to certain
limitations), incident thereto.
The $5 million cash investment to be made in the partnership by RGCIC, as
described above, will be borrowed from the Company by RGCIC, and such borrowings
will bear interest at the applicable Federal rate (as defined under the Internal
Revenue Code). RGCIC will be obligated to repay such borrowings with any
distributions received from the partnership in connection with resales of the
New Discount Debentures. Such repayments will be applied first to the principal
balance of the borrowings and then to accrued interest. To the extent that such
distributions are not sufficient to repay such borrowings, any remaining
indebtedness of RGCIC (included all accrued interest) will be forgiven by the
Company and the Company's obligation to pay the Ralphs deferred EAR liability
will be correspondingly forgiven. Upon receipt of any principal amounts repaid
under such borrowings, the Company will be obligated to pay such amounts over to
former holders of RGC's EARs redeemed upon closing of the Merger. The aggregate
consideration payable to redeem the EARs includes, in addition to the foregoing
deferred cash payment of up to $5 million, $17.8 million in cash
85
<PAGE> 93
payable at closing and $10 million in Reinvestment Options. See "Executive
Compensation -- Equity Appreciation Rights Plan."
FFL files a consolidated federal income tax return, under which the federal
income tax liability of FFL and its subsidiaries (which since June 23, 1989
includes Food 4 Less) is determined on a consolidated basis. FFL has entered
into a federal income tax sharing agreement with Food 4 Less and certain of its
subsidiaries (the "Tax Sharing Agreement"). The Tax Sharing Agreement provides
that in any year in which Food 4 Less is included in any consolidated tax
liability of FFL and has taxable income, Food 4 Less will pay to FFL the amount
of the tax liability that Food 4 Less would have had on such due date if it had
been filing a separate return. Conversely, if Food 4 Less generates losses or
credits which actually reduce the consolidated tax liability of FFL and its
other subsidiaries, FFL will credit to Food 4 Less the amount of such reduction
in the consolidated tax liability. In the event any state and local income taxes
are determinable on a combined or consolidated basis, the Tax Sharing Agreement
provides for a similar allocation between FFL and Food 4 Less of such state and
local taxes. By operation of the FFL Merger and the Reincorporation Merger, New
Holdings will succeed to the rights and obligations of FFL under the Tax Sharing
Agreement.
Management believes that the terms of the transactions described above are
or were fair to Food 4 Less and are or were on terms at least as favorable to
Food 4 Less as those which could be obtained from unaffiliated parties (assuming
that such transactions could be effected with such parties).
86
<PAGE> 94
DESCRIPTION OF THE NEW NOTES
GENERAL
The New Senior Notes will be issued under an indenture (the "New Senior
Note Indenture"), to be dated as of June 1, 1995, by and among the Company, the
Subsidiary Guarantors and Norwest Bank Minnesota, N.A., as Trustee (the "New
Senior Note Trustee").
The New Senior Subordinated Notes will be issued under an Indenture (the
"New Senior Subordinated Note Indenture," and together with the New Senior Note
Indenture, the "New Indentures") to be dated as of June 1, 1995, by and among
the Company, the Subsidiary Guarantors and United States Trust Company of New
York, as Trustee (the "New Senior Subordinated Note Trustee," and together with
the New Senior Note Trustee, the "New Trustees").
The following summary of certain provisions of the New Notes and the New
Indentures does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the Trust Indenture Act of 1939, as amended
(the "TIA"), and to all of the provisions of the New Notes and the New
Indentures, including the definitions of certain terms therein and those terms
made a part of the New Indentures by reference to the TIA. The definitions of
certain capitalized terms used in the following summary are set forth below
under "-- Certain Definitions." A copy of the forms of the New Indentures may be
obtained from the Company.
The New Notes will be issued in fully registered form only, without
coupons, in denominations of $1,000 and integral multiples thereof. Initially,
the New Senior Note Trustee will act as Paying Agent and Registrar for the New
Senior Notes and the New Senior Subordinated Note Trustee will act as Paying
Agent and Registrar for the New Senior Subordinated Notes. The New Senior Notes
and the New Senior Subordinated Notes may be presented for registration or
transfer and exchange at the offices of their respective Registrar, which for
the New Senior Notes initially will be the New Senior Note Trustee's corporate
trust office and for the New Senior Subordinated Notes initially will be the New
Senior Subordinated Note Trustee's corporate trust office. The Company may
change any Paying Agent and Registrar without notice to holders of either the
New Senior Notes (the "Senior Noteholders") or of the New Senior Subordinated
Notes (the "Senior Subordinated Noteholders," and together with the Senior
Noteholders, the "Holders"). The Company will pay principal (and premium, if
any) on the New Senior Notes at the Senior Note Trustee's corporate office, and
will pay principal (and premium, if any) on the New Senior Subordinated Notes at
the New Senior Subordinated Note Trustee's corporate office, each such office
located in New York, New York. At the Company's option, interest may be paid at
the New Senior Note Trustee's corporate trust office (in the case of interest
payments on the New Senior Notes) or the New Senior Subordinated Note Trustee's
corporate trust office (in the case of interest payments on the New Senior
Subordinated Notes) or by check mailed to the registered address of the relevant
Holders.
As used below in this "Description of the New Notes," the "Company" means
Food 4 Less Supermarkets, Inc. (and Ralphs Grocery Company, as survivor of the
Merger), but not any of its subsidiaries.
PRINCIPAL AND MATURITY OF AND INTEREST ON THE NEW SENIOR NOTES
The New Senior Notes are limited in aggregate principal amount to
$470,000,000, of which $295,000,000 aggregate principal amount will be issued
and sold in a public offering pursuant to this Prospectus and up to $175,000,000
will be issued pursuant to the terms of the F4L Exchange Offers. See "The
Exchange Offers." The New Senior Notes will mature on June 1, 2004. Interest on
the New Senior Notes will accrue at the rate of % per annum and will be
payable semi-annually on each June 1 and December 1, commencing on December 1,
1995, to the Holders of record on the immediately preceding May 15 and November
15. Interest on the New Senior Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.
87
<PAGE> 95
PRINCIPAL AND MATURITY OF AND INTEREST ON THE NEW SENIOR SUBORDINATED NOTES
The New Senior Subordinated Notes are limited in aggregate principal amount
to $650,000,000, of which $200,000,000 aggregate principal amount will be issued
and sold in a public offering pursuant to this Prospectus and up to $450,000,000
will be issued pursuant to the terms of the RGC Offers. See "The Exchange
Offers." The New Senior Subordinated Notes will mature on June 1, 2005. Interest
on the New Senior Subordinated Notes will accrue at the rate of % per annum
and will be payable semi-annually on each June 1 and December 1, commencing on
December 1, 1995, to the Holders of record on the immediately preceding May 15
and November 15. Interest on the New Senior Subordinated Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.
OPTIONAL REDEMPTION OF THE NEW SENIOR NOTES
The New Senior Notes will be redeemable, at the option of the Company, in
whole at any time or in part from time to time, on and after June 1, 2000, at
the following redemption prices (expressed as percentages of the principal
amount) if redeemed during the twelve-month period commencing on June 1 of the
year set forth below, plus, in each case, accrued and unpaid interest to the
date of redemption:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
-------------------------------------------------- ----------
<S> <C>
2000.............................................. %
2001.............................................. %
2002.............................................. %
2003 and thereafter............................... 100.00%
</TABLE>
In addition, on or prior to June 1, 1998, the Company may, at its option,
use the net cash proceeds of one or more Public Equity Offerings to redeem up to
an aggregate of 35% of the principal amount of the New Senior Notes originally
issued, at a redemption price equal to % of the principal amount thereof if
redeemed during the 12 months commencing on June 1, 1995, % of the
principal amount thereof if redeemed during the 12 months commencing on June 1,
1996 and % of the principal amount thereof if redeemed during the 12
months commencing on June 1, 1997, in each case plus accrued and unpaid
interest, if any, to the redemption date. In order to effect the foregoing
redemption with the proceeds of a Public Equity Offering, the Company shall send
the redemption notice not later than 60 days after the consummation of such
Public Equity Offering.
OPTIONAL REDEMPTION OF THE NEW SENIOR SUBORDINATED NOTES
The New Senior Subordinated Notes will be redeemable, at the option of the
Company, in whole at any time or in part from time to time, on and after June 1,
2000, at the following redemption prices (expressed as percentages of the
principal amount) if redeemed during the twelve-month period commencing on June
1 of the year set forth below, plus, in each case, accrued and unpaid interest
to the date of redemption:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
-------------------------------------------------- ----------
<S> <C>
2000.............................................. %
2001.............................................. %
2002.............................................. %
2003 and thereafter............................... 100.00%
</TABLE>
In addition, on or prior to June 1, 1998, the Company may, at its option,
use the net cash proceeds of one or more Public Equity Offerings to redeem up to
an aggregate of 35% of the principal amount of the New Senior Subordinated Notes
originally issued, at a redemption price equal to % of the principal amount
thereof if redeemed during the 12 months commencing on June 1, 1995, % of
the principal amount thereof if redeemed during the 12 months commencing on June
1, 1996 and % of the principal amount thereof if redeemed during the 12
months commencing on June 1, 1997, in each case plus accrued and unpaid
interest, if any, to the redemption date. In order to effect the foregoing
redemption with the proceeds of a
88
<PAGE> 96
Public Equity Offering, the Company shall send the redemption notice not later
than 60 days after the consummation of such Public Equity Offering.
The documents evidencing Senior Indebtedness will restrict the Company's
ability to optionally redeem New Senior Subordinated Notes.
NOTICES AND SELECTION
In the event of a redemption of less than all of the New Senior Notes or
the New Senior Subordinated Notes, as the case may be, such New Notes will be
selected for redemption by the appropriate New Trustee pro rata, by lot or by
any other method that such New Trustee considers fair and appropriate and, if
such New Notes are listed on any securities exchange, by a method that complies
with the requirements of such exchange; provided, however, that any redemption
of the New Notes pursuant to the provisions relating to a Public Equity Offering
shall be made on a pro rata basis unless such method is otherwise legally
prohibited. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of New Notes to be
redeemed at such Holder's registered address. On and after the redemption date,
interest will cease to accrue on New Notes or portions thereof called for
redemption (unless the Company shall default in the payment of the redemption
price or accrued interest). New Notes that are redeemed by the Company or that
are purchased by the Company pursuant to a Net Proceeds Offer as described under
"-- Certain Covenants -- Limitation on Asset Sales" below or pursuant to a
Change of Control Offer as described under "-- Change of Control" below or that
are otherwise acquired by the Company will be surrendered to the appropriate New
Trustee for cancellation.
RANKING OF THE NEW SENIOR NOTES
The New Senior Notes will rank senior in right of payment to all
Subordinated Indebtedness of the Company, including the New Senior Subordinated
Notes and the F4L Senior Subordinated Notes. The New Senior Notes will rank pari
passu in right of payment with all unsubordinated Indebtedness and other
liabilities of the Company, including borrowings and other obligations of the
Company and its Subsidiaries under the Credit Agreement. The borrowings and
obligations under the Credit Agreement (and the related guarantees) are secured
by substantially all of the assets of the Company and its Subsidiaries, whereas
the New Senior Notes are senior unsecured obligations of the Company and its
Subsidiaries. As of January 29, 1995, on a pro forma basis after giving effect
to the Merger, the aggregate amount of secured indebtedness and other
obligations of the Company and its Subsidiaries outstanding would have been
approximately $1,046.1 million (and the Company would have had $185.1 million
available to be borrowed under the Credit Agreement).
SUBORDINATION OF THE NEW SENIOR SUBORDINATED NOTES
The payment of the Obligations on the New Senior Subordinated Notes will be
subordinated in right of payment, as set forth in the New Senior Subordinated
Note Indenture, to the prior payment in full in cash or Cash Equivalents of all
Senior Indebtedness, whether outstanding on the Issue Date or thereafter
incurred, including, with respect to Designated Senior Indebtedness, any
interest accruing subsequent to a bankruptcy or other similar proceeding whether
or not such interest is an allowed claim enforceable against the Company in a
bankruptcy case under Title 11 of the United States Code.
Upon any distribution of assets of the Company of any kind or character,
whether in cash, property or securities upon any dissolution, winding up, total
or partial liquidation or reorganization of the Company (including, without
limitation, in bankruptcy, insolvency, or receivership proceedings or upon any
assignment for the benefit of creditors or any other marshalling of the
Company's assets and liabilities), the holders of Senior Indebtedness shall
first be entitled to receive payment in full in cash or Cash Equivalents of all
amounts payable under Senior Indebtedness (including, with respect to Designated
Senior Indebtedness, any interest accruing after the commencement of any such
proceeding at the rate specified in the applicable Senior Indebtedness whether
or not such interest is an allowed claim enforceable against the Company in any
such proceeding) before the Holders of New Senior Subordinated Notes will be
entitled to receive any payment with respect to the New Senior Subordinated
Notes (excluding Permitted Subordinated Reorganization Securities), and until
all Obligations with respect to Senior Indebtedness are paid in full in cash or
Cash
89
<PAGE> 97
Equivalents, any distribution to which the Holders of New Senior Subordinated
Notes would be entitled (excluding Permitted Subordinated Reorganization
Securities) shall be made to the holders of Senior Indebtedness.
No direct or indirect payment (other than payments previously made pursuant
to the provisions described under "-- Defeasance of Indenture" below) by or on
behalf of the Company of Obligations on the New Senior Subordinated Notes
whether pursuant to the terms of the New Senior Subordinated Notes or upon
acceleration or otherwise shall be made if, at the time of such payment, there
exists a default in the payment of all or any portion of principal of, premium,
if any, or interest on any Designated Senior Indebtedness or any other Senior
Indebtedness which, at the time of determination, is equal to or greater than
$50 million in aggregate principal amount ("Significant Senior Indebtedness")
(and the New Senior Subordinated Note Trustee has received written notice
thereof), and such default shall not have been cured or waived by or on behalf
of the holders of such Designated Senior Indebtedness or Significant Senior
Indebtedness, as the case may be, or shall have ceased to exist, until such
default shall have been cured or waived or shall have ceased to exist or such
Designated Senior Indebtedness or Significant Senior Indebtedness, as the case
may be, shall have been discharged or paid in full, after which the Company
shall resume making any and all required payments in respect of the New Senior
Subordinated Notes, including any missed payments.
In addition, during the continuance of any other event of default with
respect to any Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated, upon the earliest to occur of (a) receipt by the New
Senior Subordinated Note Trustee of written notice from the holders of a
majority of the outstanding principal amount of the Designated Senior
Indebtedness or their representative, or (b) if such event of default results
from the acceleration of the New Senior Subordinated Notes, the date of such
acceleration, no such payment (other than payments previously made pursuant to
the provisions described under "-- Defeasance of Indenture" below) may be made
by the Company upon or in respect of the New Senior Subordinated Notes for a
period ("Payment Blockage Period") commencing on the earlier of the date of
receipt of such notice or the date of such acceleration and ending 179 days
thereafter (unless (x) such Payment Blockage Period shall be terminated by
written notice to the New Senior Subordinated Note Trustee from the holders of a
majority of the outstanding principal amount of such Designated Senior
Indebtedness or their representative who delivered such notice or (y) such
default is cured or waived, or ceases to exist or such Designated Senior
Indebtedness is discharged or paid in full in cash or Cash Equivalents), after
which the Company shall resume making any and all required payments in respect
of the New Senior Subordinated Notes, including any missed payments.
Notwithstanding anything herein to the contrary, in no event will a Payment
Blockage Period extend beyond 179 days from the date on which such Payment
Blockage Period was commenced. Not more than one Payment Blockage Period may be
commenced with respect to the New Senior Subordinated Notes during any period of
365 consecutive days. No event of default which existed or was continuing on the
date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Payment Blockage Period shall be,
or be made, the basis for the commencement of a second Payment Blockage Period
by the holders of such Designated Senior Indebtedness or their representative
whether or not within a period of 365 consecutive days unless such event of
default shall have been cured or waived for a period of not less than 90
consecutive days.
If the Company fails to make any payment on the New Senior Subordinated
Notes when due or within any applicable grace period, whether or not on account
of the payment blockage provision referred to above, such failure would
constitute an Event of Default under the New Senior Subordinated Note Indenture
and would enable the Holders of New Senior Subordinated Notes to accelerate the
maturity thereof. See "-- Events of Default."
By reason of such subordination, in the event of the insolvency of the
Company, Holders of the New Senior Subordinated Notes, may recover less,
ratably, than holders of Senior Indebtedness.
As of January 29, 1995, on a pro forma basis after giving effect to the
Merger, the aggregate amount of Senior Indebtedness outstanding (excluding
Company guarantees of certain Guarantor Senior Indebtedness) would have been
approximately $1,501.0 million, the aggregate outstanding amount of Guarantor
Senior Indebtedness of the Subsidiary Guarantors (excluding guarantees by
Subsidiary Guarantors of certain Senior
90
<PAGE> 98
Indebtedness of the Company) would have been approximately $16.9 million, and
the Company would have had $185.1 million available to be borrowed under the New
Revolving Facility.
GUARANTEES
Each Subsidiary Guarantor will unconditionally guarantee, jointly and
severally, (i) the Company's obligations under the New Senior Notes on a senior
unsecured basis (the "Senior Note Guarantees") and (ii) the Company's
obligations under the New Senior Subordinated Notes on a senior subordinated
unsecured basis (the "Senior Subordinated Note Guarantees", and together with
the Senior Note Guarantees, the "Guarantees"). The Indebtedness represented by
each Senior Subordinated Note Guarantee (including the payment of Obligations on
the New Senior Subordinated Notes) will be subordinated on the same basis to
Guarantor Senior Indebtedness as the New Senior Subordinated Notes are
subordinated to Senior Indebtedness. See "-- Subordination of the New Senior
Subordinated Notes".
Upon (i) the release by the lenders under the Term Loans, related documents
and future refinancings thereof of all guarantees of a Subsidiary Guarantor and
all Liens on the property and assets of such Subsidiary Guarantor relating to
such Indebtedness, or (ii) the sale or disposition (whether by merger, stock
purchase, asset sale or otherwise) of a Subsidiary Guarantor (or substantially
all of its assets) to an entity which is not a subsidiary of the Company, which
is otherwise in compliance with the New Indentures, such Subsidiary Guarantor
shall be deemed released from all its obligations under its Senior Note
Guarantee and its Senior Subordinated Note Guarantee; provided, however, that
any such termination shall occur only to the extent that all obligations of such
Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure, such Indebtedness of
the Company shall also terminate upon such release, sale or transfer.
Each Subsidiary Guarantor may consolidate with or merge into or sell its
assets to the Company or another Subsidiary Guarantor without limitation. Each
of the New Indentures will further provide that a Subsidiary Guarantor may
consolidate with or merge into or sell its assets to a corporation other than
the Company or another Subsidiary Guarantor (whether or not affiliated with the
Subsidiary Guarantor, but subject to the provisions described in the immediately
preceding paragraph), provided that (a) if the surviving corporation is not the
Subsidiary Guarantor, the surviving corporation agrees to assume such Subsidiary
Guarantor's obligations under its Senior Note Guarantee or its Senior
Subordinated Note Guarantee, as the case may be, and all its obligations under
the applicable New Indenture and (b) such transaction does not (i) violate any
covenants set forth in the applicable New Indenture or (ii) result in a Default
or Event of Default under the applicable New Indenture immediately thereafter
that is continuing.
The obligations of each Subsidiary Guarantor under each of its Senior Note
Guarantee and its Senior Subordinated Note Guarantee are limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor (other than liabilities of such
Subsidiary Guarantor under Indebtedness which constitutes Subordinated
Indebtedness with respect to its Senior Note Guarantee or its Senior
Subordinated Note Guarantee, as the case may be) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Senior Note Guarantee or Senior Subordinated Note Guarantee, as the case may
be, or pursuant to its contribution obligations under the applicable New
Indenture, result in the obligations of such Subsidiary Guarantor under such
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law. Each Subsidiary Guarantor that makes a payment or
distribution under a Senior Note Guarantee or Senior Subordinated Note
Guarantee, as the case may be, shall be entitled to a contribution from each
other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets
of each Subsidiary Guarantor.
CHANGE OF CONTROL
Each of the New Indentures will provide that, upon the occurrence of a
Change of Control, each Holder of New Notes issued thereunder will have the
right to require the repurchase of such Holder's New Notes
91
<PAGE> 99
pursuant to the offer described below (the "Change of Control Offer"), at a
purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of repurchase.
Each of the New Indentures will provide that within 30 days following the
date upon which the Change of Control occurred, the Company must send, by first
class mail, a notice to each Holder of New Notes issued under such New
Indenture, with a copy to the applicable New Trustee, which notice shall govern
the terms of the Change of Control Offer. The New Indentures shall require that
notice of an event giving rise to a Change of Control shall be given on the same
date and in the same manner to all Holders. Such notice shall state, among other
things, the purchase date, which must be no earlier than 30 days nor later than
40 days from the date such notice is mailed, other than as may be required by
law (the "Change of Control Payment Date"). Each New Indenture shall provide
that the Change of Control Payment Date under the New Senior Note Indenture with
respect to any Change of Control shall be one business day prior to the Change
of Control Payment Date under the New Senior Subordinated Note Indenture with
respect to such Change of Control. Holders electing to have a New Note purchased
pursuant to a Change of Control Offer will be required to surrender the New
Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse
of the New Note completed, to the applicable Paying Agent at the address
specified in the notice prior to the close of business on the Business Day prior
to the applicable Change of Control Payment Date. Each Change of Control Offer
is required to remain open for at least 20 Business Days or such longer period
as may be required by law.
The New Senior Subordinated Note Indenture will further provide that,
notwithstanding the foregoing, prior to the mailing of the notice of a Change of
Control Offer referred to above, within 30 days following a Change of Control
the Company shall either (a) repay in full and terminate all commitments under
Indebtedness under the Credit Agreement to the extent the terms thereof require
repayment upon a Change of Control (or offer to repay in full and terminate all
commitments under all Indebtedness under the Credit Agreement and repay the
Indebtedness owed to each lender which has accepted such offer), or (b) obtain
the requisite consents under the Credit Agreement, the terms of which require
repayment upon a Change of Control, to permit the repurchase of the New Senior
Subordinated Notes as provided above. The Company shall first comply with the
covenant in the immediately preceding sentence before it shall be required to
repurchase New Senior Subordinated Notes pursuant to the provisions described
above. The Company's failure to comply with the covenants described in this
paragraph shall constitute an Event of Default under the New Senior Subordinated
Note Indenture.
In addition, the New Senior Subordinated Note Indenture will provide that
prior to purchasing New Senior Subordinated Notes tendered in a Change of
Control Offer, the Company shall purchase all New Senior Notes (or permitted
refinancings thereof) which it is required to purchase by reason of such Change
of Control pursuant to the provisions of the New Senior Note Indenture, as in
effect on the Issue Date.
The Company must comply with Rule 14e-1 under the Exchange Act and any
other applicable provisions of the federal securities laws in connection with a
Change of Control Offer.
CERTAIN COVENANTS
Except as otherwise specified below, each of the New Indentures will
contain, among other things, the following covenants:
Limitation on Restricted Payments. Each of the New Indentures will provide
that the Company shall not, and shall cause each of its Subsidiaries not to,
directly or indirectly, make any Restricted Payment if, at the time of such
proposed Restricted Payment, or after giving effect thereto, (a) a Default or an
Event of Default shall have occurred and be continuing, (b) the Company could
not incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to the covenant described under "-- Limitation on Incurrences of
Additional Indebtedness" below or (c) the aggregate amount expended for all
Restricted Payments, including such proposed Restricted Payment (the amount of
any Restricted Payment, if other than cash, to be the fair market value thereof
at the date of payment as determined in good faith by the Board of Directors of
the Company), subsequent to the Issue Date, shall exceed the sum of (i) 50% of
the aggregate Consolidated Net Income (or if such aggregate Consolidated Net
Income is a loss, minus 100% of such loss) of the Company earned subsequent to
the Issue Date and on or prior to the date of the proposed Restricted
92
<PAGE> 100
Payment (the "Reference Date") plus (ii) 100% of the aggregate Net Proceeds
received by the Company from any person (other than a Subsidiary of the Company)
from the issuance and sale (including upon exchange or conversion for other
securities of the Company) subsequent to the Issue Date and on or prior to the
Reference Date of Qualified Capital Stock (excluding (A) Qualified Capital Stock
paid as a dividend on any Capital Stock or as interest on any Indebtedness and
(B) any Net Proceeds from issuances and sales financed directly or indirectly
using funds borrowed from the Company or any Subsidiary, until and to the extent
such borrowing is repaid), plus (iii) 100% of the aggregate net cash proceeds
received by the Company as capital contributions to the Company after the Issue
Date, plus (iv) $25 million.
The New Indentures will provide that if no Default or Event of Default
shall have occurred and be continuing as a consequence thereof, the provisions
set forth in the immediately preceding paragraph will not prevent (1) the
payment of any dividend within 60 days after the date of its declaration if the
dividend would have been permitted on the date of declaration, (2) the
acquisition of any shares of Capital Stock of the Company or the repurchase,
redemption or other repayment of any Subordinated Indebtedness in exchange for
or solely out of the proceeds of the substantially concurrent sale (other than
to a Subsidiary) of shares of Qualified Capital Stock of the Company, (3) the
repurchase, redemption or other repayment of any Subordinated Indebtedness in
exchange for or solely out of the proceeds of the substantially concurrent sale
(other than to a Subsidiary) of Subordinated Indebtedness of the Company with an
Average Life equal to or greater than the then remaining Average Life of the
Subordinated Indebtedness repurchased, redeemed or repaid, (4) any payments by
the Company or any Subsidiary, or any dividend by the Company or any Subsidiary
to New Holdings the proceeds of which are used by New Holdings to make payments,
required to be made due to the exercise of statutory dissenters', appraisal or
similar rights by holders of common stock of FFL in connection with the FFL
Merger and (5) Permitted Payments; provided, however, that the declaration of
each dividend paid in accordance with clause (1) above, each acquisition,
repurchase, redemption or other repayment made in accordance with, or of the
type set forth in, clause (2) above, and each payment described in clause (iii),
(iv), (vii) and (ix) of the definition of the term "Permitted Payments" shall
each be counted for purposes of computing amounts expended pursuant to subclause
(c) in the immediately preceding paragraph, and no amounts expended pursuant to
clause (3) above or pursuant to clause (i), (ii), (v), (vi), (viii), (x) or (xi)
of the definition of the term "Permitted Payments" shall be so counted; provided
further that to the extent any payments made pursuant to clause (vii) of the
definition of the term "Permitted Payments" are deducted for purposes of
computing the Consolidated Net Income of the Company, such payments shall not be
counted for purposes of computing amounts expended as Restricted Payments
pursuant to subclause (c) in the immediately preceding paragraph.
Limitation on Incurrences of Additional Indebtedness. Each of the New
Indentures will provide that the Company shall not, and shall not permit any of
its Subsidiaries, directly or indirectly, to incur, assume, guarantee, become
liable, contingently or otherwise, with respect to, or otherwise become
responsible for the payment of (collectively "incur") any Indebtedness other
than Permitted Indebtedness; provided, however, that if no Default with respect
to payment of principal of, or interest on, the New Notes issued under such New
Indenture or Event of Default under such New Indenture shall have occurred and
be continuing at the time or as a consequence of the incurrence of any such
Indebtedness, the Company may incur Indebtedness if immediately before and
immediately after giving effect to the incurrence of such Indebtedness the
Operating Coverage Ratio of the Company would be greater than 2.0 to 1.0;
provided further a Subsidiary may incur Acquired Indebtedness to the extent such
Indebtedness could have been incurred by the Company pursuant to the immediately
preceding proviso.
In addition, the New Senior Note Indenture will provide that neither the
Company nor any Subsidiary Guarantor will, directly or indirectly, in any event
incur any Indebtedness that by its terms (or by the terms of any agreement
governing such Indebtedness) is subordinated to any other Indebtedness of the
Company or such Subsidiary Guarantor, as the case may be, unless such
Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinate to the New Senior Notes or the
Senior Note Guarantee of such Subsidiary Guarantor, as the case may be, to the
same extent and in the same manner as such Indebtedness is subordinated pursuant
to subordination provisions that are most favorable to the holders of any other
Indebtedness of the Company or such Subsidiary Guarantor, as the case may be.
93
<PAGE> 101
Limitation on Liens. Each of the New Indentures will provide that the
Company shall not and shall not permit any Subsidiary to create, incur, assume
or suffer to exist any Liens upon any of their respective assets unless the New
Notes issued thereunder are equally and ratably secured by the Liens covering
such assets, except for (i) in the case of the New Senior Subordinated Note
Indenture, Liens on assets of the Company securing Senior Indebtedness and Liens
on assets of a Subsidiary Guarantor which, at the time of incurrence, secure
Guarantor Senior Indebtedness, (ii) existing and future Liens securing
Indebtedness and other obligations of the Company and its Subsidiaries under the
Credit Agreement and related documents or any refinancing or replacement thereof
in whole or in part permitted under the applicable New Indenture, (iii)
Permitted Liens, (iv) Liens securing Acquired Indebtedness; provided that such
Liens (x) are not incurred in connection with, or in contemplation of the
acquisition of the property or assets acquired and (y) do not extend to or cover
any property or assets of the Company or any Subsidiary other than the property
or assets so acquired, (v) Liens to secure Capitalized Lease Obligations and
certain other Indebtedness that is otherwise permitted under the applicable New
Indenture; provided that (A) any such Lien is created solely for the purpose of
securing such other Indebtedness representing, or incurred to finance, refinance
or refund, the cost (including sales and excise taxes, installation and delivery
charges and other direct costs of, and other direct expenses paid or charged in
connection with, the purchase (whether through stock or asset purchase, merger
or otherwise) or construction) or improvement of the property subject thereto
(whether real or personal, including fixtures and other equipment), (B) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of such costs and (C) such Lien does not extend to or cover any other property
other than such item of property and any improvements on such item; (vi) Liens
existing on the Issue Date (after giving effect to the Merger); (vii) Liens in
favor of the New Trustees under the New Indentures and any substantially
equivalent Lien granted to any trustee or similar institution under any
indenture for Indebtedness permitted to be incurred under such New Indenture;
and (viii) any replacement, extension or renewal, in whole or in part, of any
Lien described in this or the foregoing clauses including in connection with any
refinancing of the Indebtedness, in whole or in part, secured by any such Lien;
provided that to the extent any such clause limits the amount secured or the
assets subject to such Liens, no extension or renewal shall increase the amount
or the assets subject to such Liens, except to the extent that the Liens
associated with such additional assets are otherwise permitted hereunder.
Limitation on Asset Sales. Each of the New Indentures will provide that
neither the Company nor any of its Subsidiaries shall consummate an Asset Sale
unless (a) the Company or the applicable Subsidiary receives consideration at
the time of such Asset Sale at least equal to the fair market value of the
assets sold and (b) upon consummation of an Asset Sale, the Company will within
365 days of the receipt of the proceeds therefrom, either: (i) apply or cause
its Subsidiary to apply the Net Cash Proceeds of any Asset Sale to (A) a Related
Business Investment, (B) an investment in properties and assets that replace the
properties and assets that are the subject of such Asset Sale or (C) an
investment in properties and assets that will be used in the business of the
Company and its Subsidiaries existing on the Issue Date or in businesses
reasonably related thereto; (ii) apply or cause to be applied such Net Cash
Proceeds to the permanent repayment of Pari Passu Indebtedness or, in the case
of the New Senior Subordinated Note Indenture, Senior Indebtedness; provided,
however, that the repayment of any revolving loan (under the Credit Agreement or
otherwise) shall result in a permanent reduction in the commitment thereunder;
(iii) use such Net Cash Proceeds to secure Letter of Credit Obligations to the
extent the related letters of credit have not been drawn upon or returned
undrawn; or (iv) after such time as the accumulated Net Cash Proceeds equals or
exceeds $20 million, apply or cause to be applied such Net Cash Proceeds to the
purchase of New Notes issued under such New Indenture tendered to the Company
for purchase at a price equal to 100% of the principal amount thereof plus
accrued interest to the date of purchase pursuant to an offer to purchase made
by the Company as set forth below (a "Net Proceeds Offer"); provided, however,
that the Company shall have the right to exclude from the foregoing provisions
Asset Sales subsequent to the Issue Date, the proceeds of which are derived from
the sale and substantially concurrent lease-back of a supermarket and/or related
assets or equipment which are acquired or constructed by the Company or a
Subsidiary subsequent to the Issue Date, provided that such sale and
substantially concurrent lease-back occurs within 270 days following such
acquisition or the completion of such construction, as the case may be. Pending
the utilization of any Net Cash Proceeds in the manner (and within the time
period) described above, the Company may use any such Net Cash Proceeds to repay
94
<PAGE> 102
revolving loans (under the Credit Agreement or otherwise) without a permanent
reduction of the commitment thereunder.
Each Net Proceeds Offer will be mailed to the record Holders of New Senior
Notes or New Senior Subordinated Notes, as the case may be, as shown on the
register of Holders of such New Notes not less than 325 nor more than 365 days
after the relevant Asset Sale, with a copy to the applicable New Trustee, shall
specify the purchase date (which shall be no earlier than 30 days nor later than
40 days from the date such notice is mailed) and shall otherwise comply with the
procedures set forth in the applicable New Indenture. Upon receiving notice of
the Net Proceeds Offer, Holders of New Senior Notes or New Senior Subordinated
Notes, as the case may be, may elect to tender their New Notes in whole or in
part in integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender New Senior Notes or New Senior Subordinated Notes, as the case
may be, in an amount exceeding the Net Proceeds Offer, New Notes of tendering
Holders will be repurchased on a pro rata basis (based on amounts tendered). A
Net Proceeds Offer shall remain open for a period of 20 Business Days or such
longer period as may be required by law.
The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of New Notes pursuant to a Net Proceeds Offer.
Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries. Each of the New Indentures will provide that the Company shall
not, and shall not permit any Subsidiary to, directly or indirectly, create or
suffer to exist, or allow to become effective any consensual Payment Restriction
with respect to any of its Subsidiaries, except for (a) any such restrictions
contained in (i) the Credit Agreement and related documents as in effect on the
Issue Date as any such payment restriction may apply to any present or future
Subsidiary, (ii) the New Indentures and any agreement in effect at or entered
into on the Issue Date, (iii) Indebtedness of a person existing at the time such
person becomes a Subsidiary (provided that (x) such Indebtedness is not incurred
in connection with, or in contemplation of, such person becoming a Subsidiary,
(y) such restriction is not applicable to any person, or the properties or
assets of any person, other than the person so acquired and (z) such
Indebtedness is otherwise permitted to be incurred pursuant to the provisions of
the covenant described under "-- Limitation on Incurrences of Additional
Indebtedness" above), (iv) secured Indebtedness otherwise permitted to be
incurred pursuant to the provisions of the covenants described under
"-- Limitation on Incurrences of Additional Indebtedness" and "-- Limitation on
Liens" above that limit the right of the debtor to dispose of the assets
securing such Indebtedness; (b) customary non-assignment provisions restricting
subletting or assignment of any lease or other agreement entered into by a
Subsidiary; (c) customary net worth provisions contained in leases and other
agreements entered into by a Subsidiary in the ordinary course of business; (d)
customary restrictions with respect to a Subsidiary pursuant to an agreement
that has been entered into for the sale or disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary; (e) customary provisions
in joint venture agreements and other similar agreements; and (f) restrictions
contained in Indebtedness incurred to refinance, refund, extend or renew
Indebtedness referred to in clause (a) above; provided that the restrictions
contained therein are not materially more restrictive taken as a whole than
those provided for in such Indebtedness being refinanced, refunded, extended or
renewed and (g) Payment Restrictions contained in any other Indebtedness
permitted to be incurred subsequent to the Issue Date pursuant to the provisions
of the covenant described under "-- Limitation on Incurrences of Additional
Indebtedness" above; provided that any such Payment Restrictions are ordinary
and customary with respect to the type of Indebtedness being incurred (under the
relevant circumstances) and, in any event, no more restrictive than the most
restrictive Payment Restrictions in effect on the Issue Date.
Guarantees of Certain Indebtedness. Each of the New Indentures will
provide that the Company shall not permit any of its Subsidiaries to (a) incur,
guarantee or secure through the granting of Liens the payment of any
Indebtedness under the term portion of the Credit Agreement or refinancings
thereof or (b) pledge any intercompany notes representing obligations of any of
its Subsidiaries, to secure the payment of any Indebtedness under the term
portion of the Credit Agreement or refinancings thereof, in each case unless (x)
such Subsidiary, the Company and the New Senior Note Trustee execute and deliver
a supplemental indenture evidencing such Subsidiary's Senior Note Guarantee in
the case of the New Senior Note Indenture
95
<PAGE> 103
and (y) such Subsidiary, the Company and the New Senior Subordinated Note
Trustee execute and deliver a supplemental indenture evidencing such
Subsidiary's Senior Subordinated Note Guarantee in the case of the New Senior
Subordinated Note Indenture.
Limitation on Transactions with Affiliates. Each of the New Indentures
will provide that neither the Company nor any of its Subsidiaries shall (i)
sell, lease, transfer or otherwise dispose of any of its properties or assets or
issue securities (other than equity securities which do not constitute
Disqualified Capital Stock) to, (ii) purchase any property, assets or securities
(other than equity securities which do not constitute Disqualified Capital
Stock) from, (iii) make any Investment in, or (iv) enter into or suffer to exist
any contract or agreement with or for the benefit of, an Affiliate or
Significant Stockholder (or any Affiliate of such Significant Stockholder) of
the Company or any Subsidiary (an "Affiliate Transaction"), other than (x)
Affiliate Transactions permitted under the following paragraph and (y) Affiliate
Transactions in the ordinary course of business, that are fair to the Company or
such Subsidiary, as the case may be, and on terms at least as favorable as might
reasonably have been obtainable at such time from an unaffiliated party;
provided that (A) with respect to Affiliate Transactions involving aggregate
payments in excess of $1 million and less than $5 million, the Company or such
Subsidiary, as the case may be, shall have delivered an Officers' Certificate to
the applicable New Trustee certifying that such Affiliate Transaction complies
with clause (y) above (other than the requirement set forth in such clause (y)
that such Affiliate Transaction be in the ordinary course of business), (B) with
respect to Affiliate Transactions involving aggregate payments in excess of $5
million and less than $15 million, the Company or such Subsidiary, as the case
may be, shall have delivered an Officers' Certificate to the applicable New
Trustee certifying that such Affiliate Transaction complies with clause (y)
above (other than the requirement set forth in such clause (y) that such
Affiliate Transaction be in the ordinary course of business) and that such
Affiliate Transaction has received the approval of a majority of the
disinterested members of the Board of Directors of the Company or the
Subsidiary, as the case may be, or, in the absence of any such approval by the
disinterested members of the Board of Directors of the Company or the
Subsidiary, as the case may be, that an Independent Financial Advisor has
reasonably and in good faith determined that the financial terms of such
Affiliate Transaction are fair to the Company or such Subsidiary, as the case
may be, or that the terms of such Affiliate Transaction are at least as
favorable as might reasonably have been obtained at such time from an
unaffiliated party and that such Independent Financial Advisor has provided
written confirmation of such determination to the Board of Directors and (C)
with respect to Affiliate Transactions involving aggregate payments in excess of
$15 million, the Company or such Subsidiary, as the case may be, shall have
delivered to the applicable New Trustee, a written opinion from an Independent
Financial Advisor to the effect that the financial terms of such Affiliate
Transaction are fair to the Company or such Subsidiary, as the case may be, or
that the terms of such Affiliate Transaction are at least as favorable as those
that might reasonably have been obtained at the time from an unaffiliated party.
The provisions of the foregoing paragraph shall not apply to (i) any
Permitted Payment, (ii) any Restricted Payment that is made in compliance with
the provisions of the covenant described under "-- Limitation on Restricted
Payments" above, (iii) reasonable and customary fees and compensation paid to,
and indemnity provided on behalf of, officers, directors, employees or
consultants of the Company or any Subsidiary, as determined by the Board of
Directors of the Company or any Subsidiary or the senior management thereof in
good faith, (iv) transactions exclusively between or among the Company and any
of its wholly-owned Subsidiaries or exclusively between or among such
wholly-owned Subsidiaries, provided such transactions are not otherwise
prohibited by the applicable New Indenture, (v) any agreement as in effect as of
the Issue Date or any amendment thereto or any transaction contemplated thereby
(including pursuant to any amendment thereto) so long as any such amendment is
not disadvantageous to the Holders of the New Senior Notes or the New Senior
Subordinated Notes, as the case may be, in any material respect, (vi) the
existence of, or the performance by the Company or any of its Subsidiaries of
its obligations under the terms of, any stockholders agreement (including any
registration rights agreement or purchase agreement related thereto) to which it
(or New Holdings) is a party as of the Issue Date and any similar agreements
which it (or New Holdings) may enter into thereafter; provided, however, that
the existence of, or the performance by the Company or any Subsidiaries of
obligations under any future amendment to, any such existing agreement or under
any similar agreement entered into after the Issue Date shall only be permitted
by this clause (vi) to the
96
<PAGE> 104
extent that the terms of any such amendment or new agreement are not otherwise
disadvantageous to the Holders of the New Senior Notes or the New Senior
Subordinated Notes, as the case may be in any material respect, (vii)
transactions permitted by, and complying with, the provisions of the covenant
described under "-- Limitation on Mergers and Certain Other Transactions" below
and (viii) transactions with suppliers or other purchases or sales of goods or
services, in each case in the ordinary course of business (including, without
limitation, pursuant to joint venture agreements) and otherwise in compliance
with the terms of the applicable New Indenture which are fair to the Company, in
the reasonable determination of the Board of Directors of the Company or the
senior management thereof, or are on terms at least as favorable as might
reasonably have been obtained at such time from an unaffiliated party.
Limitations on Preferred Stock of Subsidiaries. Each of the New Indentures
will provide that the Company will not permit any of its Subsidiaries to issue
any Preferred Stock (other than to the Company or to a wholly-owned Subsidiary)
or permit any person (other than the Company or a wholly-owned Subsidiary) to
own any Preferred Stock of any Subsidiary.
Limitation on Mergers and Certain Other Transactions. Each of the New
Indentures will provide that the Company, in a single transaction or through a
series of related transactions, shall not (i) consolidate with or merge with or
into any other person, or transfer (by lease, assignment, sale or otherwise) all
or substantially all of its properties and assets as an entirety or
substantially as an entirety to another person or group of affiliated persons or
(ii) adopt a Plan of Liquidation, unless, in either case, (1) either the Company
shall be the continuing person, or the person (if other than the Company) formed
by such consolidation or into which the Company is merged or to which all or
substantially all of the properties and assets of the Company as an entirety or
substantially as an entirety are transferred (or, in the case of a Plan of
Liquidation, any person to which assets are transferred) (the Company or such
other person being hereinafter referred to as the "Surviving Person") shall be a
corporation organized and validly existing under the laws of the United States,
any state thereof or the District of Columbia, and shall expressly assume, by an
indenture supplement, all the obligations of the Company under such New
Indenture and the New Notes issued thereunder; (2) immediately after and giving
effect to such transaction and the assumption contemplated by clause (1) above
and the incurrence or anticipated incurrence of any Indebtedness to be incurred
in connection therewith, (A) the Surviving Person shall have a Consolidated Net
Worth equal to or greater than the Consolidated Net Worth of the Company
immediately preceding the transaction and (B) the Surviving Person could incur
at least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to the provisions of the covenant described under "-- Limitation on
Incurrences of Additional Indebtedness" above; (3) immediately before and
immediately after and giving effect to such transaction and the assumption of
the obligations as set forth in clause (1) above and the incurrence or
anticipated incurrence of any Indebtedness to be incurred in connection
therewith, no Default or Event of Default shall have occurred and be continuing;
and (4) each Subsidiary Guarantor, unless it is the other party to the
transaction, shall have by supplemental indenture confirmed that its Guarantee
of the obligations of the Company under the New Notes issued under such New
Indenture shall apply, without alteration or amendment as such Guarantee applies
on the date it was granted under the applicable New Indenture to the obligations
of the Company under the applicable New Indenture and the applicable New Notes
to the obligations of the Company or such Person, as the case may be, under the
applicable New Indenture and the applicable New Notes, after the consummation of
such transaction.
Notwithstanding the foregoing, the consummation of the Merger on the Issue
Date need only comply with clauses (1) and (3) of the foregoing paragraph.
Each of the New Indentures will provide that upon any consolidation or
merger or any transfer of all or substantially all of the assets of the Company
or any adoption of a Plan of Liquidation by the Company in accordance with the
foregoing, the surviving person formed by such consolidation or into which the
Company is merged or to which such transfer is made (or, in the case of a Plan
of Liquidation, to which assets are transferred) shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
such New Indenture with the same effect as if such surviving person had been
named as the Company therein; provided, however, that solely for purposes of
computing amounts described in subclause (c) of the first paragraph of the
covenant described under "-- Limitation on Restricted Payments" above, any such
97
<PAGE> 105
surviving person shall only be deemed to have succeeded to and be substituted
for the Company with respect to periods subsequent to the effective time of such
merger, consolidation or transfer of assets.
For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, the Capital Stock of which constitutes all or substantially
all of the properties and assets of the Company shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.
Limitation on Other Senior Subordinated Indebtedness. The New Senior
Subordinated Note Indenture will provide that neither the Company nor any
Subsidiary Guarantor will, directly or indirectly, incur any Indebtedness
(including Acquired Indebtedness) that is subordinate in right of payment to any
Indebtedness of the Company or such Subsidiary Guarantor, as the case may be,
unless such Indebtedness is either (a) pari passu in right of payment with the
New Senior Subordinated Notes or the Senior Subordinated Note Guarantee of such
Subsidiary Guarantor, as the case may be, or (b) subordinate in right of payment
to the New Senior Subordinated Notes or the Senior Subordinated Note Guarantee
of such Subsidiary Guarantor, as the case may be, in the same manner and at
least to the same extent as the New Senior Subordinated Notes are subordinate to
Senior Indebtedness or as such Senior Subordinated Note Guarantee is
subordinated to Guarantor Senior Indebtedness of such Subsidiary Guarantor, as
the case may be.
EVENTS OF DEFAULT
The following events constitute "Events of Default" under each of the New
Indentures: (i) failure to make any interest payment on the applicable New Notes
when due and the continuance of such default for a period of 30 days; (ii)
failure to pay principal of, or premium, if any, on the applicable New Notes
when due, whether at maturity, upon acceleration, redemption, required
repurchase or otherwise; (iii) failure to comply with any other agreement
contained in the applicable New Notes or the applicable New Indenture, if such
failure continues unremedied for 30 days after written notice given by the
applicable New Trustee or the Holders of at least 25% in principal amount of the
applicable New Notes then outstanding (except in the case of a default with
respect to the covenants described under "-- Certain Covenants -- Limitation on
Restricted Payments," "-- Certain Covenants -- Limitations on Asset Sales,"
"-- Change of Control," and "-- Certain Covenants -- Limitations on Mergers and
Certain Other Transactions," which shall constitute Events of Default with
notice but without passage of time); (iv) a default under any Indebtedness of
the Company or its Subsidiaries, whether such Indebtedness now exists or shall
hereinafter be created, if both (A) such default either (1) results from the
failure to pay any such Indebtedness at its stated final maturity or (2) relates
to an obligation other than the obligation to pay such Indebtedness at its
stated final maturity and results in the holder or holders of such Indebtedness
causing such Indebtedness to become due prior to its stated maturity and (B) the
principal amount of such Indebtedness, together with the principal amount of any
other such Indebtedness in default for failure to pay principal at stated final
maturity or the maturity of which has been so accelerated, aggregate $20 million
or more at any one time outstanding; (v) any final judgment or order for payment
of money in excess of $20 million shall be entered against the Company or any
Significant Subsidiary and shall not be discharged for a period of 60 days after
such judgment becomes final and nonappealable; (vi) either the Company or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case or proceeding; (b) consents to the entry of an
order for relief against it in an involuntary case or proceeding; (c) consents
to the appointment of a Custodian of it or for all or substantially all of its
property; or (d) makes a general assignment for the benefit of its creditors;
(vii) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (a) is for relief against the Company or any Significant
Subsidiary, in an involuntary case or proceeding; (b) appoints a Custodian of
the Company or any Significant Subsidiary, or for all or any substantial part of
their respective properties; or (c) orders the liquidation of the Company or any
Significant Subsidiary, and in each case the order or decree remains unstayed
and in effect for 60 days; (viii) the lenders under the Credit Agreement shall
commence judicial proceedings to foreclose upon any material portion of the
assets of the Company and its Subsidiaries; or (ix) any of the Guarantees issued
under such New Indenture shall be declared or adjudged invalid in a final
judgment or order issued by any court of governmental authority. In the event of
a declaration of acceleration because an Event of Default set forth in clause
(iv) above has occurred and is continuing, such declaration of
98
<PAGE> 106
acceleration shall be automatically rescinded and annulled if either (i) the
holders of the Indebtedness which is the subject of such Event of Default have
waived such failure to pay at maturity or have rescinded the acceleration in
respect of such Indebtedness within 90 days of such maturity or declaration of
acceleration, as the case may be, and no other Event of Default has occurred
during such 90-day period which has not been cured or waived, or (ii) such
Indebtedness shall have been discharged or the maturity thereof shall have been
extended such that it is not then due and payable, or the underlying default has
been cured, within 90 days of such maturity or declaration of acceleration, as
the case may be.
If an Event of Default (other than an Event of Default resulting from
bankruptcy, insolvency, receivership or reorganization of the Company or a
Subsidiary Guarantor) occurs and is continuing under a New Indenture, the New
Trustee under such New Indenture or the Holders of at least 25% in principal
amount of the then outstanding New Notes issued under such New Indenture may
declare due and payable all unpaid principal and interest accrued and unpaid on
the then outstanding New Notes issued under such New Indenture by notice in
writing to the Company, the administrative agent under the Credit Agreement and
the applicable New Trustee specifying the respective Event of Default and that
it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i)
shall become immediately due and payable or (ii) if there are any amounts
outstanding under the Credit Agreement, shall become due and payable upon the
first to occur of an acceleration under the Credit Agreement, or five business
days after receipt by the Company and the administrative agent under the Credit
Agreement of such Acceleration Notice. If an Event of Default resulting from
certain events of bankruptcy, insolvency, receivership or reorganization of the
Company or a Subsidiary Guarantor that is a Significant Subsidiary shall occur
under a New Indenture, all unpaid principal of and accrued interest on all then
outstanding New Notes issued under such New Indenture shall be immediately due
and payable without any declaration or other act on the part of the applicable
New Trustee or any of the Holders of such New Notes. After a declaration of
acceleration under a New Indenture, subject to certain conditions, the Holders
of a majority in principal amount of the then outstanding New Notes issued
thereunder, by notice to the applicable New Trustee, may rescind such
declaration if all existing Events of Default under such New Indenture are
remedied. In certain cases the Holders of a majority in principal amount of
outstanding New Notes issued under such New Indenture may waive a past default
under such New Indenture and its consequences, except a default in the payment
of or interest on any of the New Notes issued thereunder.
Each New Indenture provides that if a Default or Event of Default occurs
and is continuing thereunder and if it is known to the applicable New Trustee,
such New Trustee shall mail to each Holder of New Notes issued thereunder notice
of the Default or Event of Default within 90 days after such Default or Event of
Default occurs; provided, however, that, except in the case of a Default or
Event of Default in the payment of the principal of or interest on any such New
Notes, including the failure to make payment on a Change of Control Payment Date
pursuant to a Change of Control Offer or payment when due pursuant to a Net
Proceeds Offer the applicable New Trustee may withhold such notice if it in good
faith determines that withholding such notice is in the interest of the Holders
of such New Notes.
Each New Indenture provides that no Holder of New Notes issued thereunder
may pursue any remedy thereunder unless the applicable New Trustee (i) shall
have failed to act for a period of 60 days after receiving written notice of a
continuing Event of Default under such New Indenture by such Holder and a
request to act by Holders of at least 25% in principal amount of New Notes
issued under such New Indenture and (ii) has received indemnification
satisfactory to it; provided, however, that such provision does not affect the
right of any Holder to sue for enforcement of any overdue payment of New Notes
issued under such New Indenture.
Each New Indenture provides that two officers of the Company are required
to certify to the applicable New Trustee within 120 days after the end of each
fiscal year of the Company whether or not they know of any Default that occurred
under such New Indenture during such fiscal year and, if applicable, describe
such Default and the status thereof.
99
<PAGE> 107
DEFEASANCE OF INDENTURE
The Company may, at its option and at any time, elect to have the
obligations of the Company discharged with respect to the outstanding New Senior
Notes or the New Senior Subordinated Notes. Such Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the applicable New Notes except for (i) the rights of Holders of
such New Notes to receive payments in respect of the principal of, premium, if
any, and interest on such New Notes when such payments are due solely from the
funds held by the applicable New Trustee in the trust referred to below; (ii)
the Company's obligations to issue temporary New Notes, register the transfer or
exchange of such New Notes, replace mutilated, destroyed, lost or stolen New
Notes and maintain an office or agency for payments in respect of such New Notes
and money for security payments held in trust in respect of such New Notes,
(iii) the rights, powers, trusts, duties and immunities of the applicable New
Trustee and the Company's obligations in connection therewith; and (iv) the
Legal Defeasance provisions of the New Indentures. In addition, the Company may,
at its option and at any time elect to have the obligations of the Company
released with respect to certain covenants described above under "-- Certain
Covenants" ("Covenant Defeasance"), and thereafter any omission to comply with
such obligations shall not constitute a Default or Event of Default with respect
to such New Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance with
respect to either issue of New Notes, (i) the Company must have irrevocably
deposited with the applicable New Trustee, in trust, for the benefit of the
Holders of such New Notes, cash in U.S. dollars, U.S. Government Obligations (as
defined in the New Indentures), or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest on the applicable outstanding New Notes to redemption or maturity
provided that the applicable New Trustee shall have been irrevocably instructed
to apply such money or the proceeds of such U.S. Government Obligations to said
payments with respect to the New Notes on the maturity date or such redemption
date, as the case may be; (ii) in the case of Legal Defeasance, the Company
shall have delivered to the applicable New Trustee an opinion of counsel stating
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the Issue Date, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion of counsel shall confirm that, the Holders
of New Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred; (iii) in the
case of Covenant Defeasance, the Company shall have delivered to the applicable
New Trustee an opinion of counsel stating that the Holders of New Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred; (iv) no Default or Event of Default
shall have occurred and be continuing under the applicable New Indenture on the
date of such deposit or insofar as clauses (vi) and (vii) under the first
paragraph under "-- Events of Default" above are concerned, at any time in the
period ending on the 91st day after the date of deposit; (v) such Legal
Defeasance or Covenant Defeasance shall not cause the applicable New Trustee to
have a conflicting interest with respect to the New Notes; (vi) such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, the applicable New Indenture or any other
material agreement or instrument to which the Company or any Subsidiary
Guarantor is a party or by which it is bound (and in that connection, the New
Trustee shall have received a certificate from the Agent under the Credit
Agreement to that effect with respect to such Credit Agreement if then in
effect); (vii) the Company shall have delivered to the applicable New Trustee an
opinion of counsel to the effect that after the 91st day following the deposit
(A) in the case of the New Senior Subordinated Note Indenture, the trust funds
will not be subject to any rights of holders of Senior Indebtedness or Guarantor
Senior Indebtedness, including, without limitation, those arising under the New
Senior Subordinated Note Indenture and (B) in the case of each of the New
Indentures, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally; (viii) the Company shall have delivered to the applicable New
Trustee an Officer's Certificate stating that the deposit was not made by the
Company with the intent of
100
<PAGE> 108
preferring the Holders of the New Notes over other creditors of the Company or
any Subsidiary Guarantor or with the intent of defeating, hindering, delaying or
defrauding creditors of the Company, any Subsidiary Guarantor or others; and
(ix) the Company shall have delivered to the applicable New Trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent provided for relating to the Legal Defeasance or Covenant Defeasance,
have been complied with.
SATISFACTION AND DISCHARGE
Each New Indenture will be discharged and will cease to be of further
effect as to all outstanding New Notes issued thereunder, when either (a) all
such New Notes theretofore authenticated and delivered (except lost, stolen or
destroyed New Notes which have been replaced or paid and New Notes for whose
payment money has theretofore been deposited in trust and thereafter repaid to
the Company) have been delivered to the appropriate New Trustee for
cancellation; or (b)(i) all such New Notes not theretofore delivered to such New
Trustee for cancellation have become due and payable by reason of the making of
a notice of redemption or otherwise and the Company has irrevocably deposited or
caused to be deposited with such New Trustee as trust funds in trust for the
purpose an amount of money sufficient to pay and discharge the entire
indebtedness on such New Notes not theretofore delivered to such New Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption; (ii) no Default or Event of Default with respect to the
applicable New Indenture or the applicable New Notes shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company is a party
or by which it is bound; (iii) the Company has paid all sums payable by it under
such New Indenture; and (iv) the Company has delivered irrevocable instructions
to the New Trustee under such New Indenture to apply the deposited money toward
the payment of such New Notes at maturity or the redemption date, as the case
may be. In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the appropriate New Trustee stating that all conditions
precedent to satisfaction and discharge have been complied with.
MODIFICATION OF THE NEW INDENTURES
Each of the New Indentures and the New Notes issued thereunder may be
amended or supplemented (and compliance with any provision thereof may be
waived) by the Company, the Subsidiary Guarantors, the New Trustee thereunder
and the Holders of not less than a majority in aggregate principal amount of
such New Notes then outstanding, except that (i) without the consent of each
Holder of such New Notes affected, no such amendment, supplement or waiver may
(1) change the principal amount of the applicable New Notes the Holders of which
must consent to an amendment, supplement or waiver of any provision of the
applicable New Indenture, the applicable New Notes or the applicable Guarantees,
(2) reduce the rate or extend the time for payment of interest on any applicable
New Notes, (3) reduce the principal amount of any applicable New Notes, (4)
change the Maturity Date of any applicable New Notes or alter the redemption
provisions in the applicable New Indenture or the applicable New Notes in a
manner adverse to any Holder of such New Notes, (5) make any changes in the
provisions concerning waivers of Defaults or Events of Default by Holders or the
rights of Holders to recover the principal of, interest on or redemption payment
with respect to any applicable New Notes, (6) make the principal of, or interest
on, any applicable New Notes payable with anything or in any manner other than
as provided for in the applicable New Indenture, the applicable New Notes and
the applicable Guarantees or (7) in the case of the New Senior Subordinated Note
Indenture, modify the subordination provisions of the New Senior Subordinated
Note Indenture (including the related definitions) so as to adversely affect the
ranking of any New Senior Subordinated Note or Senior Subordinated Note
Guarantee; provided, however, that it is understood that any amendment the
purpose of which is to permit the incurrence of additional Indebtedness under
the New Senior Subordinated Note Indenture shall not be construed as adversely
affecting the ranking of any New Senior Subordinated Note or Senior Subordinated
Note Guarantee, (ii) without the consent of Holders of not less than 75% in
aggregate principal amount of such New Notes then outstanding, no such
amendment, supplement or waiver may change the Change of Control Payment Date or
the purchase price in connection with any repurchase of such New Notes pursuant
to the covenant described under "-- Change of Control" above in a manner adverse
to
101
<PAGE> 109
any Holder or waive a Default or Event of Default resulting from a failure to
comply with the covenant described under "-- Change of Control" above and (iii)
without the consent of Holders of not less than two thirds in aggregate
principal amount of such New Notes then outstanding, no such amendment,
supplement or waiver may release any Subsidiary Guarantor from any of its
obligations under its applicable Guarantee or the applicable New Indenture other
than in accordance with the terms of such applicable Guarantee and the
applicable New Indenture.
In addition, each of the New Indentures, the New Notes issued thereunder
and the related Guarantees may be amended by the Company, the Subsidiary
Guarantors and the applicable New Trustee (a) to cure any ambiguity, defect or
inconsistency therein; provided that such amendment or supplement does not
adversely affect the rights of any Holder thereof or (b) to make any other
change that does not adversely affect the rights of any Holder thereunder in any
material respect.
THE NEW TRUSTEES
Each New Indenture will provide that the Holders of a majority in principal
amount of the outstanding New Notes issued thereunder may remove the New Trustee
thereunder and appoint a successor trustee with the Company's consent, by so
notifying the trustee to be so removed and the Company. In addition, the Holders
of a majority in principal amount of the outstanding New Notes issued under a
New Indenture have the right, subject to certain limitations, to direct the
time, method and place of conducting any proceeding for any remedy available to
the New Trustee under such New Indenture or of exercising any trust or power
conferred on such New Trustee.
Each of the New Indentures will provide that, in case a Default or an Event
of Default has occurred and is continuing thereunder, the New Trustee thereunder
shall exercise such of the rights and powers vested in it by such New Indenture,
and use the same degree of care and skill in the exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of such
person's own affairs. Subject to the latter provision, the New Trustee under
each New Indenture is under no obligation to exercise any of its rights or
powers under the applicable New Indenture at the request, order or direction of
any of the Holders of the New Notes issued thereunder, unless they shall have
offered to such New Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred thereby. If the Company fails to
pay such amounts of principal of, premium, if any, or interest on, the New
Senior Notes or the New Senior Subordinated Notes as shall have become due and
payable upon demand as specified in the applicable New Indenture, the New
Trustee thereunder, at the request of the Holders of a majority in aggregate
principal amount of such New Notes at the time outstanding, and upon being
offered such reasonable indemnity as it may be required against the costs,
expenses and liabilities incurred by it, except as a result of its negligence or
bad faith, shall institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and collect in the manner provided
by law the monies adjudged or decreed to be payable.
Each New Indenture contains limitations on the rights of the New Trustee
thereunder, should it become a creditor of the Company, to obtain payment of
claims in certain cases or to be realized on certain property received by it in
respect of any such claims, securities or otherwise. Each New Trustee is
permitted to engage in other transactions; however, if a New Trustee acquires
any "conflicting interest," it must eliminate such conflict or resign.
REPORTS
Each New Indenture will provide that the Company will deliver to the New
Trustee thereunder within 15 days after the filing of the same with the
Commission, copies of the quarterly and annual report and of the information,
documents and other reports, if any, which the Company is required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Each New
Indenture will further provide that, notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will file with the Commission, to the extent permitted, and
provide the New Trustee under such New Indenture and Holders of the New Notes
issued thereunder with such annual reports and such information, documents and
other reports specified in Sections 13 and 15(d) of the Exchange Act. The
Company will also comply with the other provisions of TIA sec. 314(a).
102
<PAGE> 110
CERTAIN DEFINITIONS
"Acquired Indebtedness" means (i) with respect to any person that becomes a
Subsidiary of the Company (or is merged into the Company or any of its
Subsidiaries) after the Issue Date, Indebtedness of, such person or any of its
Subsidiaries existing at the time such person becomes a Subsidiary of the
Company (or is merged into the Company or any of its Subsidiaries) and which was
not incurred in connection with, or in contemplation of, such person becoming a
Subsidiary of the Company (or being merged into the Company or any of its
Subsidiaries) and (ii) with respect to the Company or any of its Subsidiaries,
any Indebtedness assumed by the Company or any of its Subsidiaries in connection
with the acquisition of any assets from another person (other than the Company
or any of its Subsidiaries), and which was not incurred by such other person in
connection with, or in contemplation of, such acquisition.
"Adjusted Net Assets" means, with respect to the Guarantee of a Subsidiary
Guarantor at any date, the lesser of the amount by which (x) the fair value of
the property of such Subsidiary Guarantor exceeds the total amount of
liabilities, including, without limitation, contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date (other than liabilities of such Subsidiary Guarantor under Indebtedness
which constitutes Subordinated Indebtedness with respect to such Guarantee)),
but excluding liabilities under the Senior Note Guarantee of such Subsidiary
Guarantor, in the case of the New Senior Note Indenture, or the Senior
Subordinated Note Guarantee of such Subsidiary Guarantor, in the case of the New
Senior Subordinated Note Indenture, at such date and (y) the present fair
salable value of the assets of such Subsidiary Guarantor at such date exceeds
the amount that will be required to pay the probable liability of such
Subsidiary Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date (other than liabilities
of such Subsidiary Guarantor under Indebtedness which constitutes Subordinated
Indebtedness with respect to such Guarantee) and after giving effect to any
collection from any Subsidiary of such Subsidiary Guarantor in respect of the
obligations of such Subsidiary under the applicable Guarantee), excluding debt
in respect of the Senior Note Guarantee of such Subsidiary Guarantor, in the
case of the New Senior Note Indenture, or the Senior Subordinated Note Guarantee
of such Subsidiary Guarantor, in the case of the New Senior Subordinated Note
Indenture, as they become absolute and matured.
"Affiliate" means, with respect to any person, any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" when used with respect to any person means the power to direct the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"affiliated," "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of the New Indentures, neither BT Securities Corporation
nor any of its Affiliates shall be deemed to be an Affiliate of the Company or
any of its Subsidiaries.
"Asset Sale" means, with respect to any person, any sale, transfer or other
disposition or series of sales, transfers or other dispositions (including,
without limitation, by merger or consolidation or by exchange of assets and
whether by operation of law or otherwise) made by such person or any of its
subsidiaries to any person other than such person or one of its wholly-owned
subsidiaries (or, in the case of a sale, transfer or other disposition by a
Subsidiary, to any person other than the Company or a directly or indirectly
wholly-owned Subsidiary) of any assets of such person or any of its subsidiaries
including, without limitation, assets consisting of any Capital Stock or other
securities held by such person or any of its subsidiaries, and any Capital Stock
issued by any subsidiary of such person, in each case, outside of the ordinary
course of business, excluding, however, any sale, transfer or other disposition,
or series of related sales, transfers or other dispositions (i) involving only
Excluded Assets, (ii) resulting in Net Proceeds to the Company and the
Subsidiaries of $500,000 or less, (iii) pursuant to any foreclosure of assets or
other remedy provided by applicable law to a creditor of the Company with a Lien
on such assets, which Lien is permitted under the New Indentures, provided that
such foreclosure or other remedy is conducted in a commercially reasonable
manner or in accordance with any Bankruptcy Law, (iv) involving only Cash
Equivalents or inventory in the ordinary course of business or obsolete
equipment in the ordinary course of business consistent with past practices of
the Company; (v) involving only the lease or sub-lease of any real or personal
property in the ordinary course of business; or (vi) the proceeds of such Asset
Sale which are not applied as contemplated in
103
<PAGE> 111
"-- Certain Covenants -- Limitation on Asset Sales" and which, together with all
other such Asset Sale Proceeds, do not exceed $20 million.
"Average Life" means, as of any date of determination, with respect to any
debt security, the quotient obtained by dividing (i) the sum of the products of
the number of years from the date of determination to the dates of each
successive scheduled principal payments of such debt security multiplied by the
amount of each such principal payment by (ii) the sum of all such principal
payments.
"Bankruptcy Law" means Title 11, U.S. Code or any similar Federal, state or
foreign law for the relief of debtors.
"Board of Directors" means, with respect to any person, the Board of
Directors of such person or of a subsidiary of such person or any duly
authorized committee of that Board.
"Board Resolution" means, with respect to any person, a duly adopted
resolution of the Board of Directors of such person.
"Capitalized Lease Obligation" means obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of Indebtedness represented by such obligations shall be
the capitalized amount of such obligations determined in accordance with GAAP.
"Capital Stock" means, with respect to any person, any and all shares,
interests, participation or other equivalents (however designated) of corporate
stock, including each class of common stock and preferred stock of such person.
"Cash Equivalents" means (i) obligations issued or unconditionally
guaranteed by the United States of America or any agency thereof, or obligations
issued by any agency or instrumentality thereof and backed by the full faith and
credit of the United States of America, (ii) commercial paper rated the highest
grade by Moody's Investors Service, Inc. and Standard & Poor's Ratings Group and
maturing not more than one year from the date of creation thereof, (iii) time
deposits with, and certificates of deposit and banker's acceptances issued by,
any bank having capital surplus and undivided profits aggregating at least $500
million and maturing not more than one year from the date of creation thereof,
(iv) repurchase agreements that are secured by a perfected security interest in
an obligation described in clause (i) and are with any bank described in clause
(iii), (v) shares of any money market mutual fund that (a) has at least 95% of
its assets invested continuously in the types of investments referred to in
clauses (i) and (ii) above, (b) has net assets of not less than $500 million,
and (c) has the highest rating obtainable from either Standard & Poor's
Corporation or Moody's Investors Service, Inc. and (vi) readily marketable
direct obligations issued by any state of the United States of America or any
political subdivision thereof having one of the two highest rating categories
obtainable from either Moody's Investors Service, Inc. or Standard & Poor's
Ratings Group.
"Change of Control" means the acquisition after the Issue Date, in one or
more transactions, of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) by (i) any person or entity (other than any Permitted
Holder) or (ii) any group of persons or entities (excluding any Permitted
Holders) who constitute a group (within the meaning of Section 13(d)(3) of the
Exchange Act), in either case, of any securities of New Holdings or the Company
such that, as a result of such acquisition, such person, entity or group
beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, 40% or more of the then outstanding voting securities
entitled to vote on a regular basis for a majority of the Board of Directors of
the Company (but only to the extent that such beneficial ownership is not shared
with any Permitted Holder who has the power to direct the vote thereof);
provided, however, that no such Change of Control shall be deemed to have
occurred if (A) the Permitted Holders beneficially own, in the aggregate, at
such time, a greater percentage of such voting securities than such other
person, entity or group or (B) at the time of such acquisition, the Permitted
Holders (or any of them) possess the ability (by contract or otherwise) to
elect, or cause the election, of a majority of the members of the Company's
Board of Directors.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means, with respect to any person, any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of, such person's common
104
<PAGE> 112
stock, whether outstanding at the Issue Date or issued after the Issue Date, and
includes, without limitation, all series and classes of such common stock.
"Consolidated Net Income" means, with respect to any person, for any
period, the aggregate of the net income (or loss) of such person and its
subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (a) the net income of any other person in which such
person or any of its subsidiaries has an interest (which interest does not cause
the net income of such other person to be consolidated with the net income of
such person and its subsidiaries in accordance with GAAP) shall be included only
to the extent of the amount of dividends or distributions actually paid to such
person or such subsidiary by such other person in such period; (b) the net
income of any subsidiary of such person that is subject to any Payment
Restriction shall be excluded to the extent such Payment Restriction actually
prevented the payment of an amount that otherwise could have been paid to, or
received by, such person or a subsidiary of such person not subject to any
Payment Restriction; and (c)(i) the net income (or loss) of any other person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition, (ii) all gains and losses realized on any Asset Sale, (iii)
all gains realized upon or in connection with or as a consequence of the
issuance of the Capital Stock of such person or any of its subsidiaries and any
gains on pension reversions received by such person or any of its subsidiaries,
(iv) all gains and losses realized on the purchase or other acquisition by such
person or any of its subsidiaries of any securities of such person or any of its
subsidiaries, (v) all gains and losses resulting from the cumulative effect of
any accounting change pursuant to the application of Accounting Principles Board
Opinion No. 20, as amended, (vi) all other extraordinary gains and losses, (vii)
(A) all non-cash charges, (B) up to $10 million of severance costs and (C) any
other restructuring reserves or charges (provided, however, that any cash
payments actually made with respect to the liabilities for which such
restructuring reserves or charges were created shall be deducted from
Consolidated Net Income in the period when made), in each case, incurred by the
Company or any of its Subsidiaries in connection with the Merger, including,
without limitation, the divestiture of the Excluded Assets, (viii) losses
incurred by the Company and its Subsidiaries resulting from earthquakes and (ix)
with respect to the Company, all deferred financing costs written off in
connection with the early extinguishment of any Indebtedness, shall each be
excluded; provided further that solely for the purpose of computing amounts
described in subclause (c) of the first paragraph of the covenant described
under "-- Limitation on Restricted Payments" above, "Consolidated Net Income" of
the Company for any period shall be reduced by the aggregate amount of dividends
paid by the Company or a Subsidiary to New Holdings pursuant to clauses (v) and
(vi) of the definition of "Permitted Payments" during such period.
"Consolidated Net Worth" means, with respect to any person, the total
stockholders' equity (exclusive of any Disqualified Capital Stock) of such
person and its subsidiaries determined on a consolidated basis in accordance
with GAAP.
"Consulting Agreement" means that certain Consulting Agreement dated as of
the Issue Date, between Food 4 Less, New Holdings and The Yucaipa Companies (as
such Consulting Agreement may be amended or replaced, so long as any amounts
paid under any amended or replacement agreement do not exceed the amounts
payable under such Consulting Agreement as in effect on the Issue Date).
"Credit Agreement" means the Credit Agreement, dated as of the Issue Date,
by and among Food 4 Less, certain of its subsidiaries, the Lenders referred to
therein and Bankers Trust Company, as administrative agent, as the same may be
amended, extended, renewed, restated, supplemented or otherwise modified (in
each case, in whole or in part, and without limitation as to amount, terms,
conditions, covenants and other provisions) from time to time, and any agreement
governing Indebtedness incurred to refund, replace or refinance any borrowings
and commitments then outstanding or permitted to be outstanding under such
Credit Agreement or any such prior agreement as the same may be amended,
extended, renewed, restated, supplemented or otherwise modified (in each case,
in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions). The term "Credit Agreement" shall include all
related or ancillary documents, including, without limitation, any guarantee
agreements and security documents. The Company shall promptly notify the New
Trustees of any such refunding or refinancing of the Credit Agreement.
105
<PAGE> 113
"Custodian" means any receiver, trustee, assignee, liquidator, sequestrator
or similar official under any Bankruptcy Law.
"Designated Senior Indebtedness" means (i) in the event any Indebtedness is
outstanding under the Credit Agreement, all Senior Indebtedness under the Credit
Agreement and (ii) if no Indebtedness is outstanding under the Credit Agreement,
any other issue of Senior Indebtedness which (a) at the time of the
determination is equal to or greater than $50 million in aggregate principal
amount and (b) is specifically designated in the instrument evidencing such
Senior Indebtedness as "Designated Senior Indebtedness" by the Company. For
purposes of this definition, the term "Credit Agreement" shall not include any
agreement governing Indebtedness incurred to refund, replace or refinance
borrowings or commitments under the Credit Agreement other than any such
agreements incurred to refund, replace or refinance the entirety of the
borrowings and commitments then outstanding or permitted to be outstanding
thereunder.
"Discount Notes" means the 15.25% Senior Discount Notes due 2004 of New
Holdings issued pursuant to the Discount Note Indenture, as the same may be
modified or amended from time to time and future refinancings thereof.
"Discount Note Indenture" means the indenture dated as of December 15, 1992
under which the 15.25% Senior Discount Notes due 2004 of Holdings were issued,
as the same may be modified and amended from time to time and refinancings
thereof.
"Disqualified Capital Stock" means, with respect to any person, any Capital
Stock of such person or its subsidiaries that, by its terms, by the terms of any
agreement related thereto or by the terms of any security, into which it is
convertible, puttable or exchangeable is, or upon the happening of any event or
the passage of time would be, required to be redeemed or repurchased by such
person or its subsidiaries, including at the option of the holder thereof, in
whole or in part, or has, or upon the happening of an event or passage of time
would have, a redemption or similar payment due, on or prior to the Maturity
Date of the New Senior Notes, in the case of the New Senior Note Indenture, or
the New Senior Subordinated Notes, in the case of the New Senior Subordinated
Note Indenture, or any other Capital Stock of such person or its subsidiaries
designated as Disqualified Capital Stock by such person at the time of issuance;
provided, however, that if such Capital Stock is either (i) redeemable or
repurchasable solely at the option of such person or (ii) issued to employees of
the Company or its Subsidiaries or to any plan for the benefit of such
employees, such Capital Stock shall not constitute Disqualified Capital Stock
unless so designated.
"EBDIT" means, with respect to any person, for any period, the Consolidated
Net Income of such person for such period, plus, in each case to the extent
deducted in computing Consolidated Net Income of such person for such period
(without duplication)(i) provisions for income taxes or similar charges
recognized by such person and its consolidated subsidiaries accrued during such
period, (ii) depreciation and amortization expense of such person and its
consolidated subsidiaries accrued during such period (but only to the extent not
included in Fixed Charges), (iii) Fixed Charges of such person and its
consolidated subsidiaries for such period, (iv) LIFO charges (credits) of such
person and its consolidated subsidiaries for such period, (v) the amount of any
restructuring reserve or charge recorded during such period in accordance with
GAAP, including any such reserve or charge related to the Merger, and (vi) any
other non-cash charges reducing Consolidated Net Income for such period
(excluding any such charge which requires an accrual of or a cash reserve for
cash charges for any future period), less, without duplication, (i) non-cash
items increasing Consolidated Net Income of such person for such period
(excluding any such items which represent the reversal of any accrual of, or
cash reserve for, anticipated cash charges in any prior period) in each case
determined in accordance with GAAP and (ii) the amount of all cash payments made
by such person or its subsidiaries during such period to the extent that such
cash payment has been provided for in a restructuring reserve or charge referred
to in clause (v) above (and were not otherwise deducted in the computation of
Consolidated Net Income of such person for such period).
"Exchange Act" means the Securities Exchange Act of 1934, as amended and
the rules and regulations promulgated by the Commission thereunder.
"Excluded Assets" means assets of the Company required to be disposed of by
applicable regulatory authorities in connection with the Merger.
106
<PAGE> 114
"Existing Indebtedness" means the following indebtedness of the Company to
the extent outstanding on the Issue Date after giving effect to the Merger: (a)
the % Senior Notes due 2004 issued pursuant to an indenture dated as of the
Issue Date; (b) the 10.45% Senior Notes due 2000 issued pursuant to an indenture
dated as of April 15, 1992; (c) the % Senior Subordinated Notes due 2005
issued pursuant to an indenture dated as of the Issue Date; (d) the 9% Senior
Subordinated Notes due 2003 issued pursuant to an indenture dated as of March
30, 1993; (e) the 10 1/4% Senior Subordinated Notes due 2002 issued pursuant to
an indenture dated as of July 29, 1992; (f) the 13.75% Senior Subordinated Notes
due 2005 issued pursuant to an indenture dated as of the Issue Date, and (g) the
13.75% Senior Subordinated Notes due 2001 issued pursuant to an indenture dated
as of June 15, 1991.
"Fixed Charges" means, with respect to any person, for any period, the
aggregate amount of (i) interest, whether expensed or capitalized, paid, accrued
or scheduled to be paid or accrued during such period (except to the extent
accrued in a prior period) in respect of all Indebtedness of such person and its
consolidated subsidiaries (including (a) original issue discount on any
Indebtedness (including (without duplication), in the case of the Company, any
original issue discount on the applicable New Notes but excluding amortization
of debt issuance costs) and (b) the interest portion of all deferred payment
obligations, calculated in accordance with the effective interest method, in
each case to the extent attributable to such period but excluding the
amortization of debt issuance costs), (ii) dividend requirements on Preferred
Stock of such person and its consolidated subsidiaries (whether in cash or
otherwise (except dividends payable in shares of Qualified Capital Stock))
declared or paid or required to be declared or paid during such period (except
to the extent accrued in a prior period) and excluding items eliminated in
consolidation and (iii) dividends declared or paid or scheduled or required to
be declared or paid to New Holdings which are permitted to be paid pursuant to
clauses (v) and (vi) of the definition of "Permitted Payments". For purposes of
this definition, (a) interest on a Capitalized Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by the Board of Directors of
such person (as evidenced by a Board Resolution) to be the rate of interest
implicit in such Capitalized Lease Obligation in accordance with GAAP, (b)
interest on Indebtedness that is determined on a fluctuating basis shall be
deemed to have accrued at a fixed rate per annum equal to the rate of interest
of such Indebtedness in effect on the date Fixed Charges are being calculated,
(c) interest on Indebtedness that may optionally be determined at an interest
rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate
actually chosen, or, if none, then based upon such optional rate chosen as the
Company may designate, and (d) Fixed Charges shall be increased or reduced by
the net cost (including amortization of discount) or benefit associated with
Interest Swap Obligations attributable to such period. For purposes of clauses
(ii) and (iii) above, dividend requirements shall be increased to an amount
representing the pre-tax earnings that would be required to cover such dividend
requirements; accordingly, the increased amount shall be equal to a fraction,
the numerator of which is the amount of such dividend requirements and the
denominator of which is one (1) minus the applicable actual combined federal,
state, local and foreign income tax rate of such person and its subsidiaries
(expressed as a decimal), on a consolidated basis, for the fiscal year
immediately preceding the date of the transaction giving rise to the need to
calculate Fixed Charges.
"FFL" means Food 4 Less, Inc., a Delaware corporation and its successors,
including, without limitation, Holdings following the FFL Merger and New
Holdings following the Reincorporation Merger.
"FFL Merger" means the merger, prior to the Merger and the Reincorporation
Merger, of FFL and Holdings.
"Food 4 Less" means Food 4 Less Supermarkets, Inc., a Delaware corporation,
and its successors, including, without limitation, Ralphs Supermarkets, Inc. (to
be renamed Ralphs Grocery Company following the Merger).
"Foreign Exchange Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect
against fluctuations in currency values.
"Guarantor Senior Indebtedness" means, with respect to any Subsidiary
Guarantor, the principal of, premium, if any, and interest on any Indebtedness
of such Subsidiary Guarantor, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides
107
<PAGE> 115
that such Indebtedness shall not be senior in right of payment to the Senior
Subordinated Note Guarantee of such Subsidiary Guarantor. Without limiting the
generality of the foregoing, "Guarantor Senior Indebtedness" shall include the
principal of, premium, if any, and interest on all obligations of every nature
of such Subsidiary Guarantor from time to time owed to the lenders under the
Credit Agreement, including, without limitation, the Letter of Credit
Obligations and principal of and interest on, and all fees, indemnities and
expenses payable under the Credit Agreement. Notwithstanding the foregoing,
"Guarantor Senior Indebtedness" shall not include (a) Indebtedness evidenced by
the Senior Subordinated Note Guarantee of such Subsidiary Guarantor, (b)
Indebtedness that is expressly subordinate or junior in right of payment to any
Indebtedness of such Subsidiary Guarantor, (c) Indebtedness which, when incurred
and without respect to any election under Section 1111(b) of Title 11, United
States Code, is without recourse to such Subsidiary Guarantor, (d) Indebtedness
which is represented by Disqualified Capital Stock, (e) obligations for goods,
materials or services purchased in the ordinary course of business or
obligations consisting of trade payables, (f) Indebtedness of or amounts owed by
such Subsidiary Guarantor for compensation to employees or for services rendered
to such Subsidiary Guarantor, (g) any liability for federal, state, local or
other taxes owed or owing by such Subsidiary Guarantor, (h) Indebtedness of such
Subsidiary Guarantor representing a guarantee of Subordinated Indebtedness or
Pari Passu Indebtedness (in each case, with respect to the New Senior
Subordinated Notes or any Senior Subordinated Note Guarantee) of the Company or
any other Subsidiary Guarantor, (i) Indebtedness of such Subsidiary Guarantor to
a Subsidiary of the Company and (j) that portion of any Indebtedness which is
incurred by such Subsidiary Guarantor in violation of the New Senior
Subordinated Note Indenture.
"Holdings" means Food 4 Less Holdings, Inc., a California corporation, and
its successors, including, without limitation, New Holdings following the
Reincorporation Merger.
"Indebtedness" means with respect to any person, without duplication, (i)
all liabilities, contingent or otherwise, of such person (a) for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
person or only to a portion thereof), (b) evidenced by bonds, notes, debentures,
drafts accepted or similar instruments or letters of credit or representing the
balance deferred and unpaid of the purchase price of any property (other than
any such balance that represents an account payable or any other monetary
obligation to a trade creditor (whether or not an Affiliate) created, incurred,
assumed or guaranteed by such person in the ordinary course of business of such
person in connection with obtaining goods, materials or services and due within
twelve months (or such longer period for payment as is customarily extended by
such trade creditor) of the incurrence thereof, which account is not overdue by
more than 90 days, according to the original terms of sale, unless such account
payable is being contested in good faith), or (c) for the payment of money
relating to a Capitalized Lease Obligation; (ii) the maximum fixed repurchase
price of all Disqualified Capital Stock of such person; (iii) reimbursement
obligations of such person with respect to letters of credit; (iv) obligations
of such person with respect to Interest Swap Obligations and Foreign Exchange
Agreements; (v) all liabilities of others of the kind described in the preceding
clause (i), (ii), (iii) or (iv) that such person has guaranteed or that is
otherwise its legal liability; and (vi) all obligations of others secured by a
Lien to which any of the properties or assets (including, without limitation,
leasehold interests and any other tangible or intangible property rights) of
such person are subject, whether or not the obligations secured thereby shall
have been assumed by such person or shall otherwise be such person's legal
liability (provided that if the obligations so secured have not been assumed by
such person or are not otherwise such person's legal liability, such obligations
shall be deemed to be in an amount equal to the fair market value of such
properties or assets, as determined in good faith by the Board of Directors of
such person, which determination shall be evidenced by a Board Resolution). For
purposes of the preceding sentence, the "maximum fixed repurchase price" of any
Disqualified Capital Stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock (or any equity security for which it may be exchanged or
converted), such fair market value shall be determined in good faith by the
Board of Directors of such person, which determination shall be evidenced by a
Board Resolution. For purposes of the New Indentures, Indebtedness incurred by
any person that is a general partnership (other than non-recourse Indebtedness)
shall be deemed
108
<PAGE> 116
to have been incurred by the general partners of such partnership pro rata in
accordance with their respective interests in the liabilities of such
partnership unless any such general partner shall, in the reasonable
determination of the Board of Directors of the Company, be unable to satisfy its
pro rata share of the liabilities of the partnership, in which case the pro rata
share of any Indebtedness attributable to such partner shall be deemed to be
incurred at such time by the remaining general partners on a pro rata basis in
accordance with their interests.
"Independent Financial Advisor" means a reputable accounting, appraisal or
nationally recognized investment banking or consulting firm that is, in the
reasonable judgment of the Board of Directors of the Company, qualified to
perform the tasks for which such firm has been engaged and disinterested and
independent with respect to the Company and its Affiliates.
"Interest Swap Obligation" means any obligation of any person pursuant to
any arrangement with any other person whereby, directly or indirectly, such
person is entitled to receive from time to time periodic payments calculated by
applying either a fixed or floating rate of interest on a stated notional amount
in exchange for periodic payments made by such person calculated by applying a
fixed or floating rate of interest on the same notional amount; provided that
the term "Interest Swap Obligation" shall also include interest rate exchange,
collar, cap, swap option or similar agreements providing interest rate
protection.
"Investment" by any person in any other person means any investment by such
person in such other person, whether by share purchase, capital contribution,
loan, advance (other than reasonable loans and advances to employees for moving
and travel expenses, as salary advances or to permit the purchase of Qualified
Capital Stock of the Company and other similar customary expenses incurred, in
each case in the ordinary course of business consistent with past practice) or
similar credit extension constituting Indebtedness of such other person, and any
guarantee of Indebtedness of any other person.
"Issue Date" means the date of original issuance of the New Notes under the
New Indentures.
"Letter of Credit Obligations" means Indebtedness of the Company or any of
its Subsidiaries with respect to letters of credit issued pursuant to the Credit
Agreement, and for purposes of the definition of the term "Permitted
Indebtedness" above, the aggregate principal amount of Indebtedness outstanding
at any time with respect thereto, shall be deemed to consist of (a) the
aggregate maximum amount then available to be drawn under all such letters of
credit (the determination of such maximum amount to assume compliance with all
conditions for drawing), and (b) the aggregate amount that has then been paid
by, and not reimbursed to, the issuers under such letters of credit.
"Lien" means any mortgage, pledge, lien, encumbrance, charge or adverse
claim affecting title or resulting in an encumbrance against real or personal
property, or a security interest of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell which is intended to constitute or create a security
interest, mortgage, pledge or lien, and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction); provided that in no event shall an operating lease be
deemed to constitute a Lien under the New Indentures.
"Maturity Date" means (i) with respect to the New Senior Notes, June 1,
2004 and (ii) with respect to the New Senior Subordinated Notes, June 1, 2005.
"Merger" means (i) the merger of Food 4 Less Supermarkets, Inc. into Ralphs
Supermarkets, Inc. (with Ralphs Supermarkets, Inc. surviving such merger)
pursuant to the Merger Agreement and (ii) immediately following the merger
described in clause (i) of this definition, the merger of Ralphs Grocery Company
into Ralphs Supermarkets, Inc. (with Ralphs Supermarket, Inc. surviving such
merger and changing its name to "Ralphs Grocery Company" in connection with such
merger).
"Merger Agreement" means the Agreement and Plan of Merger, dated September
14, 1994, by and among Holdings, FFL, Food 4 Less, RSI and the stockholders of
RSI, as such agreement is in effect on the Issue Date.
"Net Cash Proceeds" means the Net Proceeds of any Asset Sale received in
the form of cash or Cash Equivalents.
109
<PAGE> 117
"Net Proceeds" means (a) in the case of any Asset Sale or any issuance and
sale by any person of Qualified Capital Stock, the aggregate net proceeds
received by such person after payment of expenses, taxes, commissions and the
like incurred in connection therewith (and, in the case of any Asset Sale, net
of the amount of cash applied to repay Indebtedness secured by the asset
involved in such Asset Sale), whether such proceeds are in cash or in property
(valued at the fair market value thereof at the time of receipt as determined
with respect to any Asset Sale resulting in Net Proceeds in excess of $5 million
in good faith by the Board of Directors of such person, which determination
shall be evidenced by a Board Resolution) and (b) in the case of any conversion
or exchange of any outstanding Indebtedness or Disqualified Capital Stock of
such person for or into shares of Qualified Capital Stock of the Company, the
sum of (i) the fair market value of the proceeds received by the Company in
connection with the issuance of such Indebtedness or Disqualified Capital Stock
on the date of such issuance and (ii) any additional amount paid by the Holder
to the Company upon such conversion or exchange.
"New Discount Debenture Indenture" means the indenture dated as of the
Issue Date under which the 13 5/8% Senior Discount Debentures due 2005 of New
Holdings were issued, as the same may be modified and amended from time to time
and refinancings thereof.
"New Discount Debentures" means the 13 5/8% Senior Discount Debentures due
2005 of New Holdings issued pursuant to the New Discount Debenture Indenture, as
the same may be modified or amended from time to time and future refinancings
thereof.
"New Holdings" means Food 4 Less Holdings, Inc., a Delaware corporation,
and its successors.
"Obligations" means all obligations of every nature whether for principal,
reimbursements, interest, fees, expenses, indemnities or otherwise, and whether
primary, secondary, direct, indirect, contingent, fixed or otherwise (including
obligations of performance) under the documentation governing any Indebtedness.
"Operating Coverage Ratio" means, with respect to any person, the ratio of
(1) EBDIT of such person for the period (the "Pro Forma Period") consisting of
the most recent four full fiscal quarters for which financial information in
respect thereof is available immediately prior to the date of the transaction
giving rise to the need to calculate the Operating Coverage Ratio (the
"Transaction Date") to (2) the aggregate Fixed Charges of such person for the
fiscal quarter in which the Transaction Date occurs and the three fiscal
quarters immediately subsequent to such fiscal quarter (the "Forward Period")
reasonably anticipated by the Board of Directors of such person to become due
from time to time during such period. For purposes of this definition, if the
Transaction Date occurs prior to the first anniversary of the Merger, "EBDIT"
for the Pro Forma Period shall be calculated, in the case of the Company, after
giving effect on a pro forma basis to the Merger as if it had occurred on the
first day of the Pro Forma Period. In addition to, but without duplication of,
the foregoing, for purposes of this definition, "EBDIT" shall be calculated
after giving effect (without duplication), on a pro forma basis for the Pro
Forma Period (but no longer), to (a) any Investment, during the period
commencing on the first day of the Pro Forma Period to and including the
Transaction Date (the "Reference Period"), in any other person that, as a result
of such Investment, becomes a subsidiary of such person, (b) the acquisition,
during the Reference Period (by merger, consolidation or purchase of stock or
assets) of any business or assets, which acquisition is not prohibited by the
applicable New Indenture, and (c) any sales or other dispositions of assets
(other than sales of inventory in the ordinary course of business) occurring
during the Reference Period, in each case as if such incurrence, Investment,
repayment, acquisition or asset sale had occurred on the first day of the
Reference Period. In addition, for purposes of this definition, "Fixed Charges"
shall be calculated after giving effect (without duplication), on a pro forma
basis for the Forward Period, to any Indebtedness incurred or repaid on or after
the first day of the Forward Period and prior to the Transaction Date. If such
person or any of its subsidiaries directly or indirectly guarantees any
Indebtedness of a third person, the Operating Coverage Ratio shall give effect
to the incurrence of such Indebtedness as if such person or subsidiary had
directly incurred such guaranteed Indebtedness.
"operating lease" means any lease the obligations under which do not
constitute Capitalized Lease Obligations.
"Pari Passu Indebtedness" means, with respect to the Company or any
Subsidiary Guarantor, (i) in the case of the New Senior Note Indenture,
Indebtedness of such person which ranks pari passu in right of
110
<PAGE> 118
payment to the New Senior Notes or the Senior Note Guarantee of such Subsidiary
Guarantor, as the case may be, and (ii) in the case of the New Senior
Subordinated Note Indenture, Indebtedness of such person which ranks pari passu
in right of payment to the New Senior Subordinated Notes or the Senior
Subordinated Note Guarantee of such Subsidiary Guarantor, as the case may be.
"Payment Restriction" means, with respect to a subsidiary of any person,
any encumbrance, restriction or limitation, whether by operation of the terms of
its charter or by reason of any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation, on the ability of (i) such subsidiary
to (a) pay dividends or make other distributions on its Capital Stock or make
payments on any obligation, liability or indebtedness owed to such person or any
other subsidiary of such person, (b) make loans or advances to such person or
any other subsidiary of such person or (c) transfer any of its properties or
assets to such person or any other subsidiary of such persons, or (ii) such
person or any other subsidiary of such person to receive or retain any such (a)
dividends, distributions or payments, (b) loans or advances or (c) transfer of
properties or assets.
"Permitted Holder" means (i) Food 4 Less Equity Partners, L.P. and The
Yucaipa Companies, or any entity controlled thereby or any of the partners
thereof, (ii) Apollo Advisors, L.P., Lion Advisors, L.P. or any entity
controlled thereby or any of the partners thereof, (iii) an employee benefit
plan of the Company, or any of its subsidiaries or any participant therein, (iv)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any of its subsidiaries or (v) any Permitted Transferee of any
of the foregoing persons.
"Permitted Indebtedness" means (a) Indebtedness of the Company and its
Subsidiaries (and the Company and each Subsidiary (to the extent it is not an
obligor) may guarantee such Indebtedness) pursuant to (i) the Term Loans in an
aggregate principal amount at any time outstanding not to exceed $750 million or
such lesser amount as may be actually funded under the Term Loans on or within
91 days following the Issue Date (with any such amounts funded after the Issue
Date to be used to finance the repurchase of up to $224.5 million aggregate
principal amount of Old RGC Notes pursuant to the "change of control purchase
offer" provision set forth in section 1014 of the Old RGC Indentures, plus
related fees and expenses) less the aggregate amount of all principal repayments
thereunder pursuant to and in accordance with the covenant described under "--
Certain Covenants -- Limitation on Asset Sales" above subsequent to the Issue
Date, and (ii) the revolving credit facility under the Credit Agreement in an
aggregate principal amount at any time outstanding not to exceed $325 million,
less all permanent reductions thereunder pursuant to and in accordance with the
covenant described under "-- Certain Covenants -- Limitation on Asset Sales"
above, (b) Indebtedness of the Company or a Subsidiary Guarantor owed to and
held by the Company or a Subsidiary Guarantor; (c) Indebtedness incurred by the
Company or any Subsidiary in connection with the purchase or improvement of
property (real or personal) or equipment or other capital expenditures in the
ordinary course of business (including for the purchase of assets or stock of
any retail grocery store or business) or consisting of Capitalized Lease
Obligations, provided that (i) at the time of the incurrence thereof, such
Indebtedness, together with any other Indebtedness incurred during the most
recently completed four fiscal quarter period in reliance upon this clause (c)
does not exceed, in the aggregate, 3% of net sales of the Company and its
Subsidiaries during the most recently completed four fiscal quarter period on a
consolidated basis (calculated on a pro forma basis if the date of incurrence is
prior to the end of the fourth fiscal quarter following the Merger) and (ii)
such Indebtedness, together with all then outstanding Indebtedness incurred in
reliance upon this clause (c) does not exceed, in the aggregate, 3% of the
aggregate net sales of the Company and its Subsidiaries during the most recently
completed twelve fiscal quarter period on a consolidated basis (calculated on a
pro forma basis if the date of incurrence is prior to the end of the twelfth
fiscal quarter following the Merger); (d) Indebtedness incurred by the Company
or any Subsidiary in connection with capital expenditures in an aggregate
principal amount not exceeding $150 million, provided that such capital
expenditures relate solely to the integration of the operations of RSI, Food 4
Less and their respective subsidiaries as described in this Prospectus; (e)
Indebtedness of the Company incurred under certain Foreign Exchange Agreements
and Interest Swap Obligations; (f) guarantees incurred in the ordinary course of
business by the Company or a Subsidiary of Indebtedness of any other person in
aggregate not to exceed $25 million at any time outstanding; (g) guarantees by
the Company or a Subsidiary Guarantor of
111
<PAGE> 119
Indebtedness incurred by a wholly-owned Subsidiary Guarantor so long as the
incurrence of such Indebtedness incurred by such wholly-owned Subsidiary
Guarantor is permitted under the terms of the applicable New Indenture; (h)
Refinancing Indebtedness; (i) Indebtedness for letters of credit relating to
workers' compensation claims and self-insurance or similar requirements in the
ordinary course of business; (j) Existing Indebtedness and other Indebtedness
outstanding on the Issue Date (after giving effect to the Merger); (k)
Indebtedness arising from guarantees of Indebtedness of the Company or any
Subsidiary or other agreements of the Company or a Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business,
assets or Subsidiary, other than guarantees of Indebtedness incurred by any
person acquiring all or any portion of such business, assets or Subsidiary for
the purpose of financing such acquisition; provided that the maximum aggregate
liability in respect of all such Indebtedness shall at no time exceed the gross
proceeds actually received by the Company and its Subsidiaries in connection
with such disposition; (l) obligations in respect of performance bonds and
completion guarantees provided by the Company or any Subsidiary in the ordinary
course of business; and (m) additional Indebtedness of the Company and the
Subsidiary Guarantors in an amount not to exceed $200 million at any time
outstanding.
"Permitted Investment" by any person means (i) any Related Business
Investment, (ii) Investments in securities not constituting cash or Cash
Equivalents and received in connection with an Asset Sale made pursuant to the
provisions of the covenant described under "-- Certain Covenants -- Limitation
on Asset Sales" above or any other disposition of assets not constituting an
Asset Sale by reason of the $500,000 threshold contained in the definition
thereof, (iii) cash and Cash Equivalents, (iv) Investments existing on the Issue
Date, (v) Investments specifically permitted by and made in accordance with the
provisions of the covenant described under "-- Certain Covenants -- Limitation
on Transactions with Affiliates," (vi) Investments by Subsidiary Guarantors in
other Subsidiary Guarantors and Investments by Subsidiaries which are not
Subsidiary Guarantors in other Subsidiaries which are not Subsidiary Guarantors
and (vii) additional Investments in an aggregate amount not exceeding $15
million.
"Permitted Liens" shall mean (i) Liens for taxes, assessments and
governmental charges or claims not yet due or which are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted
and if a reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor; (ii) statutory Liens of
landlords and carriers, warehousemen, mechanics, suppliers, materialmen,
repairmen or other like Liens arising in the ordinary course of business,
deposits made to obtain the release of such Liens, and with respect to amounts
not yet delinquent for a period of more than 60 days or being contested in good
faith by an appropriate process of law, and for which a reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been
made; (iii) Liens incurred or pledges or deposits made in the ordinary course of
business to secure obligations under workers' compensation, unemployment
insurance and other types of social security or similar legislation; (iv) Liens
incurred or deposits made to secure the performance of tenders, bids, leases,
statutory obligations, surety and appeal bonds, government contracts,
performance and return of money bonds and other obligations of a like nature
incurred in the ordinary course of business (exclusive of obligations for the
payment of borrowed money); (v) easements, rights-of-way, zoning or other
restrictions, minor defects or irregularities in title and other similar charges
or encumbrances not interfering in any material respect with the business of the
Company or any of its Subsidiaries incurred in the ordinary course of business;
(vi) Liens upon specific items of inventory or other goods and proceeds of any
person securing such person's obligations in respect of bankers' acceptances
issued or created for the account of such person to facilitate the purchase,
shipment or storage of such inventory or other goods in the ordinary course of
business; (vii) Liens securing reimbursement obligations with respect to letters
of credit which encumber documents and other property relating to such letters
of credit and the products and proceeds thereof; (viii) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
nondelinquent customs duties in connection with the importation of goods; (ix)
judgment and attachment Liens not giving rise to a Default or Event of Default;
(x) leases or subleases granted to others not interfering in any material
respect with the business of the Company or any Subsidiary; (xi) Liens
encumbering customary initial deposits and margin deposits, and other Liens
incurred in the ordinary course of business that are within the general
parameters customary in the industry, in each case securing Indebtedness under
Interest Swap Obligations and Foreign Exchange
112
<PAGE> 120
Agreements and forward contracts, option futures contracts, futures options or
similar agreements or arrangements designed to protect the Company or any
Subsidiary from fluctuations in the price of commodities; (xii) Liens
encumbering deposits made in the ordinary course of business to secure
nondelinquent obligations arising from statutory, regulatory, contractual or
warranty requirements of the Company or its Subsidiaries for which a reserve or
other appropriate provision, if any, as shall be required by GAAP shall have
been made; (xiii) Liens arising out of consignment or similar arrangements for
the sale of goods entered into by the Company or any Subsidiary in the ordinary
course of business in accordance with past practices; (xiv) any interest or
title of a lessor in the property subject to any lease, whether characterized as
capitalized or operating other than any such interest or title resulting from or
arising out of a default by the Company or any Subsidiary of its obligations
under such lease; (xv) Liens arising from filing UCC financing statements for
precautionary purposes in connection with true leases of personal property that
are otherwise permitted under the applicable New Indenture and under which the
Company or any Subsidiary is lessee; (xvi) in the case of the New Senior
Subordinated Note Indenture, Liens on assets of the Company securing
Indebtedness which would constitute Senior Indebtedness but for the provisions
of clause (c) in the third sentence of the definition of Senior Indebtedness and
Liens on assets of a Subsidiary Guarantor securing Indebtedness which would
constitute Guarantor Senior Indebtedness but for the provisions of clause (c) in
the third sentence of the definition of Guarantor Senior Indebtedness; and
(xvii) additional Liens securing Indebtedness at any one time outstanding not
exceeding the sum of (i) $25 million and (ii) 10% of the aggregate Consolidated
Net Income of the Company earned subsequent to the Issue Date and on or prior to
such time.
"Permitted Payments" means (i) any payment by the Company or any
Subsidiary, or any dividend by the Company or any Subsidiary to New Holdings the
proceeds of which are utilized by New Holdings to make payments, to The Yucaipa
Companies or the principals or any Affiliates thereof for consulting,
management, investment banking or similar services, or for reimbursement of
losses, costs and expenses pursuant to the Consulting Agreement, (ii) any
payment by the Company or any Subsidiary pursuant to the Amended and Restated
Tax Sharing Agreement, dated as of June 17, 1991, between Food 4 Less and
certain Subsidiaries, as such Tax Sharing Agreement may be amended from time to
time, so long as the payment thereunder by the Company and its Subsidiaries
shall not exceed the amount of taxes the Company would be required to pay if it
were the filing person for all applicable taxes, (iii) any payment by the
Company or any Subsidiary pursuant to the Transfer and Assumption Agreement,
dated as of June 23, 1989, between Food 4 Less and Holdings, as in effect on the
Issue Date, (iv) any payment by the Company or any Subsidiary, or any dividend
by the Company or any Subsidiary to New Holdings the proceeds of which are used
by New Holdings to make payments, (a) in connection with repurchases of
outstanding shares of the Company's or New Holdings' Common Stock following the
death, disability or termination of employment of management stockholders, and
(b) of amounts required to be paid by New Holdings, the Company or any of its
Subsidiaries to participants or former participants in employee benefit plans
upon termination of employment by such participants, as provided in the
documents related thereto, in an aggregate amount (for both clauses (a) and (b))
not to exceed $10 million in any Yearly Period (provided that any unused amounts
may be carried over to any subsequent Yearly Period subject to a maximum amount
of $20 million in any Yearly Period), (v) from and after June 30, 1998, payments
of cash dividends or loans to New Holdings in an amount sufficient to enable New
Holdings to make payments of interest required to be made in respect of the
Discount Notes in an amount not to exceed the amount payable thereunder in
accordance with the terms thereof in effect on the Issue Date, (vi) from and
after June 1, 2000, payments of cash dividends to New Holdings in an amount
sufficient to enable New Holdings to make payments of interest required to be
made in respect of the Seller Debentures and the New Discount Debentures in an
amount not to exceed the amount payable thereunder in accordance with the terms
thereof in effect on the Issue Date, (vii) dividends or other payments to New
Holdings sufficient to enable New Holdings to perform accounting, legal,
corporate reporting and administrative functions in the ordinary course of
business or to pay required fees and expenses in connection with the Merger, the
FFL Merger, the Reincorporation Merger and the registration under applicable
laws and regulations of its debt or equity securities, (viii) dividends or other
distributions by the Company to New Holdings on the Issue Date of shares of New
Holdings common stock owned by the Company, (ix) dividends by the Company to New
Holdings of the Net Cash Proceeds of an Asset Sale to the extent that (a)
neither the Company nor any of the Subsidiaries is required, or may be required,
pursuant to the documents governing
113
<PAGE> 121
any outstanding Indebtedness of the Company or any of the Subsidiaries to
utilize such Net Cash Proceeds to repay (or offer to repay) such Indebtedness
(or has complied with all such requirements), (b) such Net Cash Proceeds have
not been utilized to repay outstanding Indebtedness of the Company or any of the
Subsidiaries and (c) New Holdings is required pursuant to the documents
governing any outstanding Indebtedness of New Holdings to utilize such Net Cash
Proceeds to repay (or offer to repay) such Indebtedness, (x) in the case of the
New Senior Note Indenture, (A) the exchange by the Company of Old RGC Notes for
New RGC Notes, or the purchase for cash of up to $224.5 million aggregate
principal amount of Old RGC Notes, in each case, in accordance with the terms of
the RGC Offers, (B) the exchange by the Company of Old F4L Senior Subordinated
Notes for New F4L Senior Subordinated Notes in accordance with the terms of the
F4L Exchange Offers and (C) the repurchase by the Company of up to $224.5
million aggregate principal amount of Old RGC Notes, at a repurchase price of
101% of the principal amount thereof plus accrued interest to the repurchase
date, pursuant to the "change of control purchase offer" provisions set forth in
section 1014 of the Old RGC Indentures as in effect on the Issue Date and (xi)
the loan by the Company on the Issue Date to RGC Investment Co. of not more than
$5 million.
"Permitted Subordinated Reorganization Securities" means securities of the
Company issued in a plan of reorganization in a case under the Bankruptcy Law
relating to the Company which constitutes either (y) Capital Stock (other than
Disqualified Capital Stock with the reference to "Maturity Date" in the
definition of such term modified to relate to the final stated maturity of any
debt securities issued in such plan of reorganization to the holders of
Designated Senior Indebtedness ("Senior Reorganization Securities")) and (z)
debt securities of the Company which are (i) unsecured, (ii) have no scheduled
mandatory amortization thereon prior to the final stated maturity of the Senior
Reorganization Securities and (iii) are subordinated in right of payment to the
Senior Reorganization Securities to at least the same extent as the Securities
are subordinated to Designated Senior Indebtedness.
"Permitted Transferees" means, with respect to any person, (i) any
Affiliate of such person, (ii) the heirs, executors, administrators,
testamentary trustees, legatees or beneficiaries of any such person, (iii) a
trust, the beneficiaries of which, or a corporation or partnership, the
stockholders or general or limited partners of which, include only such person
or his or her spouse or lineal descendants, in each case to whom such person has
transferred the beneficial ownership of any securities of the Company, (iv) any
investment account whose investment managers and investment advisors consist
solely of such person and/or Permitted Transferees of such person and (v) any
investment fund or investment entity that is a subsidiary of such person or a
Permitted Transferee of such person.
"Plan of Liquidation" means, with respect to any person, a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise) (i) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such person otherwise than as an entirety or
substantially as an entirety and (ii) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition and all
or substantially all of the remaining assets of such person to holders of
Capital Stock of such person.
"Preferred Stock" means, with respect to any person, Capital Stock of any
class or classes (however designated) which is preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such person, over shares
of Capital Stock of any other class of such person.
"pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms of the New Indentures, a calculation in accordance
with Article 11 of Regulation S-X under the Securities Act of 1933, as amended,
as interpreted by the Company's chief financial officer or Board of Directors in
consultation with its independent certified public accountants.
"Public Equity Offering" means an underwritten public offering of Common
Stock of the Company or New Holdings pursuant to a registration statement filed
with the Commission in accordance with the Securities Act which public equity
offering results in gross proceeds to the Company or New Holdings, as the case
may be, of not less than $20 million provided, however, that in the case of a
Public Equity Offering by
114
<PAGE> 122
New Holdings, New Holdings contributes to the capital of the Company net cash
proceeds in an amount sufficient to redeem New Notes called for redemption in
accordance with the terms thereof.
"Qualified Capital Stock" means, with respect to any person, any Capital
Stock of such person that is not Disqualified Capital Stock.
"Refinancing Indebtedness" means, with respect to any person, Indebtedness
of such person issued in exchange for, or the proceeds from the issuance and
sale or disbursement of which are used to substantially concurrently repay,
redeem, refund, refinance, discharge or otherwise retire for value, in whole or
in part (collectively, "repay"), or constituting an amendment, modification or
supplement to, or a deferral or renewal of (collectively, an "amendment"), any
Indebtedness of such person existing on the Issue Date or Indebtedness (other
than Permitted Indebtedness, except Permitted Indebtedness incurred pursuant to
clauses (c), (d), (h) and (j) of the definition thereof) incurred in accordance
with the applicable New Indenture (a) in a principal amount (or, if such
Refinancing Indebtedness provides for an amount less than the principal amount
thereof to be due and payable upon the acceleration thereof, with an original
issue price) not in excess of (without duplication) (i) the principal amount or
the original issue price, as the case may be, of the Indebtedness so refinanced
(or, if such Refinancing Indebtedness refinances Indebtedness under a revolving
credit facility or other agreement providing a commitment for subsequent
borrowings, with a maximum commitment not to exceed the maximum commitment under
such revolving credit facility or other agreement) plus (ii) unpaid accrued
interest on such Indebtedness plus (iii) premiums, penalties, fees and expenses
actually incurred by such person in connection with the repayment or amendment
thereof and (b) with respect to Refinancing Indebtedness that repays or
constitutes an amendment to Subordinated Indebtedness, such Refinancing
Indebtedness (x) shall not have any fixed mandatory redemption or sinking fund
requirement in an amount greater than or at a time prior to the amounts and
times specified in such repaid or amended Subordinated Indebtedness, except to
the extent that any such requirement applies on a date after the Maturity Date
of the applicable New Notes and (y) shall contain subordination and default
provisions no less favorable in any material respect to Holders of the
applicable New Notes than those contained in such repaid or amended Subordinated
Indebtedness.
"Reincorporation Merger" means the merger, prior to the Merger, of Holdings
with and into New Holdings.
"Related Business Investment" means (i) any Investment by a person in any
other person a majority of whose revenues are derived from the operation of one
or more retail grocery stores or supermarkets or any other line of business
engaged in by the Company or any of its Subsidiaries as of the Issue Date; (ii)
any Investment by such person in any cooperative or other supplier, including,
without limitation, any joint venture which is intended to supply any product or
service useful to the business of the Company and its Subsidiaries as it is
conducted as of the Issue Date and as such business may thereafter evolve or
change; and (iii) any capital expenditure or Investment, in each case reasonably
related to the business of the Company and its Subsidiaries as it is conducted
as of the Issue Date and as such business may thereafter evolve or change.
"Restricted Debt Prepayment" means any purchase, redemption, defeasance
(including, but not limited to, in substance or legal defeasance) or other
acquisition or retirement for value, directly or indirectly, by the Company or a
Subsidiary, prior to the scheduled maturity or prior to any scheduled repayment
of principal or sinking fund payment, as the case may be, in respect of
Subordinated Indebtedness.
"Restricted Payment" means any (i) Stock Payment, (ii) Investment (other
than a Permitted Investment) or (iii) Restricted Debt Prepayment.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"Seller Debentures" means the 13 5/8% Senior Subordinated Pay-in-Kind
Debentures due 2007 of New Holdings issued pursuant to the Seller Debenture
Indenture, including any additional 13 5/8% Senior Subordinated Pay-in-Kind
Debentures due 2007 issued as interest thereof, in each case, as such Seller
Debentures may be modified or amended from time to time and future refinancings
thereof.
115
<PAGE> 123
"Seller Debenture Indenture" means the indenture dated as of the Issue Date
under which the 13 5/8% Senior Subordinated Pay-in-Kind Debentures due 2007 of
New Holdings were issued, as the same may be modified and amended from time to
time and refinancings thereof.
"Senior Indebtedness" means the principal of, premium, if any, and interest
on any Indebtedness of the Company, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Senior Subordinated Notes. Without
limiting the generality of the foregoing, "Senior Indebtedness" shall include
(x) the principal of, premium, if any, and interest on all obligations of every
nature of the Company from time to time owed to the lenders under the Credit
Agreement, including, without limitation, the Letter of Credit Obligations and
principal of and interest on, all fees and expenses payable under the Credit
Agreement, and (y) interest accruing thereon subsequent to the occurrence of any
Event of Default specified in clause (vi) or (vii) under "-- Events of Default"
relating to the Company, whether or not the claim for such interest is allowed
under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Senior
Indebtedness" shall not include (a) Indebtedness evidenced by the New Senior
Subordinated Notes, (b) Indebtedness that is expressly subordinate or junior in
right of payment to any Indebtedness of the Company, (c) Indebtedness which,
when incurred and without respect to any election under Section 1111(b) of Title
11, United States Code, is without recourse to the Company, (d) Indebtedness
which is represented by Disqualified Capital Stock, (e) obligations for goods,
materials or services purchased in the ordinary course of business or
obligations consisting of trade payables, (f) Indebtedness of or amounts owed by
the Company for compensation to employees or for services rendered to the
Company, (g) any liability for federal, state, local or other taxes owed or
owing by the Company, (h) Indebtedness of the Company to a Subsidiary of the
Company, and (i) that portion of any Indebtedness which is incurred by the
Company in violation of the New Senior Subordinated Note Indenture.
"Significant Stockholder" means, with respect to any person, any other
person who is the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of more than 10% of any class of equity securities of such person
that are entitled to vote on a regular basis for the election of directors of
such person.
"Significant Subsidiary" means each subsidiary of the Company that is
either (a) a "significant subsidiary" as defined in Rule 1-02(v) of Regulation
S-X under the Securities Act of 1933, as amended, and the Exchange Act (as such
regulation is in effect on the Issue Date) or (b) material to the financial
condition or results of operations of the Company and its Subsidiaries taken as
a whole.
"Stock Payment" means, with respect to any person, (a) the declaration or
payment by such person, either in cash or in property, of any dividend on
(except, in the case of the Company, dividends payable solely in Qualified
Capital Stock of the Company), or the making by such person or any of its
subsidiaries of any other distribution in respect of, such person's Qualified
Capital Stock or any warrants, rights or options to purchase or acquire shares
of any class of such Capital Stock (other than exchangeable or convertible
Indebtedness of such person), or (b) the redemption, repurchase, retirement or
other acquisition for value by such person or any of its subsidiaries, directly
or indirectly, of such person's Qualified Capital Stock (and, in the case of a
Subsidiary, Qualified Capital Stock of the Company) or any warrants, rights or
options to purchase or acquire shares of any class of such Capital Stock (other
than exchangeable or convertible Indebtedness of such person), other than, in
the case of the Company, through the issuance in exchange therefor solely of
Qualified Capital Stock of the Company; provided, however, that in the case of a
Subsidiary, the term "Stock Payment" shall not include any such payment with
respect to its Capital Stock or warrants, rights or options to purchase or
acquire shares of any class of its Capital Stock that are owned solely by the
Company or a wholly-owned Subsidiary.
"Subordinated Indebtedness" means, with respect to the Company or any
Subsidiary Guarantor, (i) in the case of the New Senior Note Indenture,
Indebtedness of such person which is subordinated in right of payment to the New
Senior Notes or the Senior Note Guarantee of such Subsidiary Guarantor, as the
case may be, and (ii) in the case of the New Senior Subordinated Note Indenture,
Indebtedness of such person which is subordinated in right of payment to the New
Senior Subordinated Notes or the Senior Subordinated Note Guarantee of such
Subsidiary Guarantor, as the case may be.
116
<PAGE> 124
"subsidiary" of any person means (i) a corporation a majority of whose
Capital Stock with voting power, under ordinary circumstances, to elect
directors is, at the date of determination, directly or indirectly, owned by
such person, by one or more subsidiaries of such person or by such person and
one or more subsidiaries of such person or (ii) a partnership in which such
person or a subsidiary of such person is, at the date of determination, a
general partner of such partnership, but only if such person or its subsidiary
is entitled to receive more than fifty percent of the assets of such partnership
upon its dissolution, or (iii) any other person (other than a corporation or a
partnership) in which such person, a subsidiary of such person or such person
and one or more subsidiaries of such person, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest or (y) the
power to elect or direct the election of a majority of the directors or other
governing body of such person.
"Subsidiary" means any subsidiary of the Company.
"Subsidiary Guarantor" means (i) each of Alpha Beta Company, Bay Area
Warehouse Stores, Inc., Bell Markets, Inc., Cala Co., Cala Foods, Inc., Falley's
Inc., Food 4 Less of California, Inc., Food 4 Less Merchandising, Inc., Food 4
Less GM, Inc. and Food 4 Less of Southern California, Inc., (ii) upon
consummation of the Merger, Crawford Stores, Inc., (iii) each of the Company's
Subsidiaries which becomes a guarantor of the New Notes in compliance with the
provisions set forth under "-- Certain Covenants -- Guarantees of Certain
Indebtedness," and (iv) each of the Company's Subsidiaries executing a
supplemental indenture in which such Subsidiary agrees to be bound by the terms
of a New Indenture.
"Term Loans" means the term loan facility under the Credit Agreement and
any agreement governing Indebtedness incurred to refund, replace or refinance
any borrowings outstanding under such facility or under any prior refunding,
replacement or refinancing thereof (in each case, in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other
provisions).
"Yearly Period" means each fiscal year of the Company; provided that the
first Yearly Period shall begin on the Issue Date and shall end on January 28,
1996.
"The Yucaipa Companies" means The Yucaipa Companies, a California general
partnership, or any successor thereto which is an affiliate of Ronald W. Burkle
or his Permitted Transferees and which has been established for the sole purpose
of changing the form of The Yucaipa Companies from that of a partnership to that
of a limited liability company or any other form of entity which is not
materially adverse to the rights of the Holders under the New Indentures.
117
<PAGE> 125
THE EXCHANGE OFFERS
THE F4L EXCHANGE OFFERS
Concurrently with this Offering, Food 4 Less is offering to holders of its
Old F4L Senior Notes and its Old F4L Senior Subordinated Notes the opportunity
to (i) exchange such Old F4L Senior Notes for additional New Senior Notes (which
will be part of the same issue as the New Senior Notes issued pursuant to this
Offering) plus $5.00 in cash for each $1,000 principal amount exchanged and (ii)
exchange such Old F4L Senior Subordinated Notes for New F4L Senior Subordinated
Notes, plus $20.00 in cash for each $1,000 principal amount exchanged, in each
case plus accrued and unpaid interest to the date of exchange. The consummation
of this Offering will occur simultaneously with the consummation of the F4L
Exchange Offers. It is a condition to the consummation of this Offering that the
F4L Exchange Offers be successfully consummated. See "Description of the New
Notes" for a description of the securities to be offered pursuant to this
Offering and to tendering holders of Old F4L Senior Notes.
The obligation of Food 4 Less to accept for exchange any validly tendered
Old F4L Note is conditioned upon, among other things, the satisfaction or waiver
of certain conditions, including (i) satisfaction of a minimum tender amount
(i.e., at least 80% of the aggregate principal amount of the outstanding Old F4L
Notes being validly tendered and not withdrawn pursuant to the F4L Exchange
Offers prior to the date of expiration); (ii) the receipt of the requisite
consents to certain amendments to the indentures governing the Old F4L Notes
(i.e., consents from Old F4L Noteholders representing at least a majority in
aggregate principal amount of each issue of Old F4L Notes held by persons other
than Food 4 Less and its affiliates) on or prior to the date of expiration;
(iii) the satisfaction or waiver, in Food 4 Less' sole discretion, of all
conditions precedent to the Merger; (iv) the prior or contemporaneous
consummation of this Offering and the Other Debt Financing Transactions; and (v)
the prior or contemporaneous consummation of the Bank Financing and the New
Equity Investment.
Noteholders participating in the F4L Exchange Offers will be required to
consent to certain amendments to the indentures governing the Old F4L Notes.
Such proposed amendments will modify certain terms of such indentures to permit
the Merger and will eliminate substantially all of the restrictive covenants in
the Old F4L Indentures.
The Old F4L Senior Subordinated Notes. The Old F4L Senior Subordinated
Notes were issued in June 1991, are limited in aggregate principal amount to
$145 million and will mature on June 15, 2001. The Old F4L Senior Subordinated
Notes are unsecured general obligations of Food 4 Less, are subordinated to the
prior payment when due of all Senior Indebtedness (as defined in the indenture
(the "Old F4L Senior Subordinated Note Indenture") governing the Old F4L Senior
Subordinated Notes) and are guaranteed on a senior subordinated basis by Food 4
Less' wholly-owned subsidiaries.
The Old F4L Senior Subordinated Notes bear interest at a rate equal to
13.75% per annum and interest is payable semi-annually on June 15 and December
15 of each year. On or after June 15, 1996, the Old F4L Senior Subordinated
Notes may be redeemed in whole or from time to time in part, at the option of
Food 4 Less, at a redemption price equal to the applicable percentage of the
principal amount thereof set forth below, together with accrued interest to the
redemption date, if redeemed during the 12 months commencing on June 15 in the
years set forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
------ ----------------
<S> <C>
1996................................. 106.111%
1997................................. 104.583%
1998................................. 103.056%
1999................................. 101.528%
</TABLE>
and thereafter at 100% of the principal amount thereof, plus accrued and unpaid
interest to the redemption date.
118
<PAGE> 126
In the event of a Change of Control (as defined in the Old F4L Senior
Subordinated Note Indenture), the Old F4L Senior Subordinated Notes may be
redeemed on or after June 15, 1994 and prior to June 15, 1996, at the option of
Food 4 Less, at a redemption price equal to the applicable percentage of the
principal amount thereof set forth below, plus accrued and unpaid interest to
the redemption date, if redeemed during the 12 months commencing on June 15 in
the years set forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
------ ----------------
<S> <C>
1994................................. 109.167%
1995................................. 107.639%
</TABLE>
Food 4 Less is required to make a mandatory sinking fund payment on June
15, 2000, sufficient to retire 50% of the Old F4L Senior Subordinated Notes, at
a redemption price equal to 100% of the principal amount thereof, together with
accrued interest to the redemption date. Food 4 Less may, at its option, receive
credit against such sinking fund payment for 100% of the principal amount of any
Old F4L Senior Subordinated Notes previously acquired by Food 4 Less in the open
market and surrendered to the trustee under the Old F4L Senior Subordinated Note
Indenture for cancellation or redeemed at the option of Food 4 Less and which
were not previously used as a credit against any other required payment pursuant
to the Old F4L Senior Subordinated Note Indenture. Food 4 Less intends to credit
exchanges of Old F4L Senior Subordinated Notes accepted pursuant to the F4L
Exchange Offers against its sinking fund obligations.
The Old F4L Senior Subordinated Notes are subject to certain covenants as
provided in the Old F4L Senior Subordinated Note Indenture. These covenants
impose certain limitations on the ability of Food 4 Less to, among other things,
incur indebtedness, pay dividends or make certain other restricted payments,
enter into certain transactions with affiliates, merge or consolidate with any
other person, or sell, lease, transfer or otherwise dispose of substantially all
of the properties or assets of Food 4 Less. In addition, upon the occurrence of
a Change of Control, each holder has the right to require the repurchase of such
holder's Old F4L Senior Subordinated Notes at a purchase price equal to 101% of
the principal amount thereof plus accrued interest, if any, to the date of
purchase. The Old F4L Senior Subordinated Note Indenture also requires Food 4
Less to offer to repurchase a specified portion of the Old F4L Senior
Subordinated Notes if its net worth does not equal or exceed a specified minimum
net worth at the end of any two consecutive fiscal quarters.
Under the Old F4L Senior Subordinated Note Indenture, certain events
constitute an event of default, including (i) the failure to make any principal
and interest payment on the Old F4L Senior Subordinated Notes when due; (ii) the
failure to comply with any other agreement contained in the Old F4L Senior
Subordinated Note Indenture or the Old F4L Senior Subordinated Notes; (iii) a
default under certain indebtedness; (iv) certain final judgments or orders for
payments of money; and (v) certain events occurring under bankruptcy laws.
Upon the consummation of the F4L Exchange Offers, a supplemental indenture
to the Old F4L Senior Subordinated Note Indenture will become effective,
reflecting the proposed amendments to the Old F4L Senior Subordinated Note
Indenture. Such supplemental indenture will eliminate substantially all of the
restrictive covenants in the Old F4L Senior Subordinated Note Indenture,
including covenants with respect to maintenance of net worth, the limitation on
restricted payments, limitation on incurrences of additional indebtedness,
limitation on liens, limitation on disposition of assets, limitation on payment
restrictions affecting subsidiaries, limitation on transactions with affiliates,
limitation on change of control and the covenant requiring additional subsidiary
guarantees under certain circumstances. In addition, such supplemental indenture
will modify the covenant which limits the ability of Food 4 Less to consolidate
or merge with, or sell all or substantially all of its assets to, any other
person or entity unless certain conditions are satisfied by eliminating the
subsections thereof which require that immediately after giving effect to such
transaction and the incurrence of any indebtedness in connection therewith, Food
4 Less or the surviving entity, as the case may be, has a Net Worth (as defined)
or Operating Coverage Ratio (as defined) that meets the standards set forth
therein.
119
<PAGE> 127
The New F4L Senior Subordinated Notes. The New F4L Senior Subordinated
Notes will be issued upon consummation of the F4L Exchange Offers to tendering
holders of Old F4L Senior Subordinated Notes.
The New F4L Senior Subordinated Notes will bear interest at a rate of
13.75% per annum and interest will be payable on each June 1 and December 1,
beginning December 1, 1995. The New F4L Senior Subordinated Notes will mature on
June 1, 2005. On or after June 15, 1996, the New F4L Senior Subordinated Notes
may be redeemed in whole at any time or in part from time to time, at the option
of the Company, at a redemption price equal to the applicable percentage of the
principal amount thereof set below, plus accrued and unpaid interest to the
redemption date, if redeemed during the 12 months commencing on June 15 of the
years set forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
------ ----------------
<S> <C>
1996................................. 106.111%
1997................................. 104.583%
1998................................. 103.056%
1999................................. 101.528%
</TABLE>
and thereafter at 100% of the principal amount thereof, plus accrued and unpaid
interest to the redemption date.
Upon a Change of Control (as defined), each holder of the New F4L Senior
Subordinated Notes has the right to require the Company to repurchase such
holder's New F4L Senior Subordinated Notes at a price equal to 101% of their
principal amount, plus accrued interest, if any, to the date of repurchase.
The aggregate principal amount of Old F4L Senior Subordinated Notes and New
F4L Senior Subordinated Notes will be limited to $145 million at any one time
outstanding.
The Old F4L Senior Notes. The Old F4L Senior Notes were issued in April
1992, are limited in aggregate principal amount to $175 million and will mature
on April 15, 2000. The Old F4L Senior Notes are unsecured general obligations of
Food 4 Less and are guaranteed on a senior basis by Food 4 Less' wholly-owned
subsidiaries.
The Old F4L Senior Notes bear interest at a rate equal to 10.45% per annum
and interest is payable semi-annually on April 15 and October 15 of each year.
The Old F4L Senior Notes are redeemable, at the option of Food 4 Less, in whole
at any time or in part from time to time, on and after April 15, 1996 at the
following redemption prices (expressed as percentages of the principal amount)
if redeemed during the twelve-month period commencing on April 15 of the year
set forth below, plus, in each case, accrued and unpaid interest to the date of
redemption:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
------- ----------------
<S> <C>
1996................................. 104.48%
1997................................. 102.99%
1998................................. 101.49%
1999 and thereafter.................. 100.00%
</TABLE>
In the event of a Change of Control (as defined in the indenture (the "Old
F4L Senior Note Indenture") governing the Old F4L Senior Notes), each holder has
the right to require the repurchase of such holder's Old F4L Senior Notes at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest to the date of repurchase.
Food 4 Less is required to make a mandatory sinking fund payment of $87.5
million on April 15, 1999, sufficient to retire 50% of the Old F4L Senior Notes
originally issued, at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest to the date of redemption. Food 4 Less
may, at its option, receive credit against such sinking fund payment for 100% of
the principal amount of any Old F4L Senior Note previously acquired by Food 4
Less and surrendered to the trustee under the Old F4L Senior Note Indenture for
cancellation or redeemed at the option of Food 4 Less and which, in each case,
were not previously used for or as a credit against any other required payment
pursuant to the Old F4L Senior Note
120
<PAGE> 128
Indenture. Food 4 Less intends to credit exchanges of Old F4L Senior Notes
accepted pursuant to the F4L Exchange Offers against its sinking fund
obligations.
The Old F4L Senior Notes are subject to certain covenants as provided in
the Old F4L Senior Note Indenture. These covenants impose certain limitations on
the ability of Food 4 Less to, among other things, incur indebtedness, pay
dividends or make certain other restricted payments, enter into certain
transactions with affiliates, incur liens, guarantee indebtedness or merge or
consolidate with any other person, or sell, lease, transfer or otherwise dispose
of substantially all of the properties or assets of Food 4 Less. The Old F4L
Senior Note Indenture also requires Food 4 Less to offer to repurchase a
specified portion of the Old F4L Senior Notes if its net worth does not equal or
exceed a specified minimum net worth at the end of any two consecutive fiscal
quarters.
Under the Old F4L Senior Note Indenture, certain events constitute an event
of default. These events are as follows: (i) the failure to make any principal
and interest payment on the Old F4L Senior Notes when due; (ii) the failure to
comply with any other agreement contained in the Old F4L Senior Note Indenture
or the Old F4L Senior Notes; (iii) a default under certain indebtedness; (iv)
certain final judgments or orders for payments of money; and (v) certain events
occurring under bankruptcy laws.
Upon consummation of the F4L Exchange Offers, a supplemental indenture to
the Old F4L Senior Note Indenture will become effective, reflecting the proposed
amendments to the Old F4L Senior Note Indenture. Such supplemental indenture
will eliminate substantially all of the restrictive covenants in the Old F4L
Senior Note Indenture, including covenants with respect to the maintenance of
net worth, the limitation on change of control, the limitation on restricted
payments, the limitation on incurrences of additional indebtedness, the
limitation on liens, the limitation on disposition of assets, the limitation on
payment restrictions affecting subsidiaries and the limitation on transactions
with affiliates and the covenant requiring additional subsidiary guarantees
under certain circumstances. In addition, the supplemental indenture will modify
the covenant which limits the ability of Food 4 Less to consolidate or merge
with, or sell all or substantially all of its assets to, any other person or
entity unless certain conditions are satisfied, to eliminate the subsections
thereof which require that immediately after giving effect to such transaction
and the incurrence of any indebtedness in connection therewith, Food 4 Less or
the surviving entity, as the case may be, has a Net Worth (as defined) or
Operating Coverage Ratio (as defined) that meets the standards set forth
therein.
The New Senior Notes. The New Senior Notes that will be issued upon
consummation of the F4L Exchange Offers to tendering holders of Old F4L Senior
Notes will be part of the same issue as the New Senior Notes offered hereby.
The New Senior Notes issued upon consummation of the F4L Exchange Offers
will bear interest at a fixed rate per annum equal to the greater of (a) 10.45%
and (b) the F4L Applicable Treasury Rate (as defined) plus 350 basis points
(3.50 percentage points), provided, however, that in any event the New Senior
Notes offered pursuant to the F4L Exchange Offers will bear interest at a rate
per annum no less than the interest rate on the New Senior Notes offered hereby.
The "F4L Applicable Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled by, and published in, the most recent Federal Reserve Statistical
Release H.15 (519)) most nearly equal to the average life to stated maturity of
the New Senior Notes; provided, that if the average life to stated maturity of
the New Senior Notes is not equal to the constant maturity of the United States
Treasury security for which a weekly average yield is given, the F4L Applicable
Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of the year) from the weekly average yields of the United
States Treasury securities for which such yields are given. The terms of the New
Senior Notes exchanged for Old F4L Senior Notes will be identical to those of
the New Senior Notes offered hereby and will be issued pursuant to the New
Senior Note Indenture. See "Description of the New Notes."
The aggregate principal amount of Old F4L Senior Notes and New Senior
Notes, whether issued in the F4L Senior Note Exchange Offer or pursuant to this
Offering, will be limited to $470 million at any one time outstanding.
121
<PAGE> 129
THE RGC OFFERS
Concurrently with this Offering, Food 4 Less is offering to holders of the
Old RGC Notes the opportunity (i) to exchange such Old RGC Notes for additional
New Senior Subordinated Notes and $20.00 in cash for each $1,000 principal
amount tendered for exchange or (ii) to tender for purchase Old RGC Notes for
$1,010.00 in cash per $1,000 principal amount of Old RGC Notes accepted for
purchase, in each case, plus accrued and unpaid interest to the date of exchange
or purchase. The consummation of this Offering and the RGC Offers will occur
simultaneously. It is a condition to the consummation of this Offering that the
RGC Offers be successfully consummated.
The obligation of Food 4 Less to accept for exchange or purchase any
validly tendered Old RGC Note is conditioned upon, among other things, the
satisfaction or waiver of certain conditions, including (i) satisfaction of a
minimum tender amount (i.e., at least a majority of the aggregate principal
amount of the outstanding Old RGC Notes being validly tendered for exchange for
New Senior Subordinated Notes and not withdrawn pursuant to the RGC Offers prior
to the date of expiration); (ii) the receipt of the requisite consents to
certain amendments to the Old RGC Indentures (i.e., consents from Old RGC
Noteholders representing at least a majority in aggregate principal amount of
each issue of Old RGC Notes held by persons other than RGC and its affiliates)
on or prior to the date of expiration; (iii) the satisfaction or waiver, in Food
4 Less's sole discretion, of all conditions precedent to the Merger; (iv) the
prior or contemporaneous consummation of this Offering, the F4L Exchange Offers,
the Holdings Offer to Purchase and the New Discount Debenture Placement; and (v)
the prior or contemporaneous consummation of the Bank Financing and the New
Equity Investment.
The terms of the Old RGC Indentures are substantially identical.
Noteholders participating in the RGC Offers will be required to consent to
certain proposed amendments to the Old RGC Indentures. Such proposed amendments
will modify certain terms of such indentures to permit the Merger and will
eliminate substantially all the restrictive covenants in the Old RGC Indentures.
The Old RGC Notes. The Old RGC 10 1/4% Notes were originally issued in
July 1992, are currently outstanding in an aggregate principal amount of $300
million and will mature on July 15, 2002. The Old RGC 9% Notes were originally
issued in March 1993, are currently outstanding in an aggregate principal amount
of $150 million and will mature on April 1, 2003. Interest on the Old RGC
10 1/4% Notes accrues at a rate of 10 1/4% per annum and is payable
semi-annually on each January 15 and July 15. Interest on the Old RGC 9% Notes
accrues at a rate of 9% per annum and is payable semi-annually on each April 1
and October 1.
The Old RGC 10 1/4% Notes are subject to redemption at any time on or after
July 15, 1997, at the option of RGC, in whole or in part, on not less than 30
nor more than 60 days' prior notice in amounts of $1,000 or an integral multiple
of $1,000 at the following redemption prices (expressed as percentages of the
principal amount), if redeemed during the 12-month period beginning July 15 of
the years indicated below:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
------- ----------
<S> <C>
1997...................................................... 105.0%
1998...................................................... 102.5%
1999 and thereafter....................................... 100.0%
</TABLE>
in each case plus accrued and unpaid interest to the redemption date (subject to
the right of holders of record on relevant record dates to receive interest due
on an interest payment date).
The Old RGC 9% Notes are subject to redemption at any time on or after
April 1, 2000, at the option of RGC, in whole or in part, on not less than 30
nor more than 60 days' prior notice in amounts of $1,000 or an integral multiple
of $1,000 at 100% of the principal amount thereof plus accrued interest to the
redemption date (subject to the right of holders of record on relevant record
dates to receive interest due on an interest payment date).
Standard & Poor's has publicly announced that, upon consummation of the
Merger, it intends to assign a new rating to the Old RGC Notes. Such new rating
assignment, if implemented, would constitute a Rating Decline under the Old RGC
Indentures. The consummation of the Merger (which is conditioned on, among
122
<PAGE> 130
other things, successful consummation of this Offering, the Other Debt Financing
Transactions, the New Equity Investment and the Bank Financing) and the
resulting change in composition of the Board of Directors of RGC, together with
the anticipated Rating Decline would constitute a Change of Control Triggering
Event under the Old RGC Indentures. Although Food 4 Less does not anticipate
that there will be a significant amount of Old RGC Notes outstanding following
consummation of the RGC Offers, upon such a Change of Control Triggering Event
the Company would be obligated to make the Change of Control Offer following the
Merger for all outstanding Old RGC Notes at 101% of the principal amount thereof
plus accrued and unpaid interest to the date of repurchase.
The Old RGC Indentures contain certain covenants, including, but not
limited to, covenants with respect to the following matters: (i) limitation on
incurrence of additional indebtedness; (ii) limitation on dividends and other
restricted payments; (iii) limitation on transactions with affiliates; (iv)
limitation on liens securing subordinated indebtedness; (v) limitation on other
senior subordinated indebtedness; (vi) limitation on preferred stock of
subsidiaries; (vii) limitation on dividend and other payment restrictions
affecting subsidiaries; and (viii) limitation on mergers and sales of assets.
Under the Old RGC Indentures, certain events constitute an event of default
including: (i) the failure to make any principal and interest payment on the Old
RGC Notes when due; (ii) the failure to comply with any other agreement
contained in the Old RGC Indentures or the Old RGC Notes; (iii) a default under
certain indebtedness; (iv) certain final judgments or orders for payments of
money; and (v) certain events occurring under bankruptcy laws.
Upon the consummation of the RGC Offers, supplemental indentures to each of
the Old RGC Indentures will become effective, reflecting the proposed amendments
to the Old RGC Indentures. Such supplemental indentures will eliminate
substantially all of the restrictive covenants in the Old RGC Indentures,
including covenants with respect to limitation on indebtedness, limitation on
restricted payments, limitation on transactions with affiliates, limitation on
liens securing subordinated indebtedness, restrictions on preferred stock of
subsidiaries and limitation on dividends and other payment restrictions
affecting subsidiaries. In addition, such supplemental indentures will modify
the covenants which limit the ability of RGC to consolidate or merge with, or
sell all or substantially all of its assets, to any other person or entity
unless certain conditions are satisfied, by eliminating the subsections thereof
which require that immediately after giving effect to such transaction on a pro
forma basis RGC or the surviving entity, as the case may be, has a Consolidated
Interest Coverage Ratio (as defined in the Old RGC Indentures) for its four most
recently completed fiscal quarters of at least 1.8 to 1.0.
The New Senior Subordinated Notes. The New Senior Subordinated Notes will
be issued upon consummation of the RGC Offers to tendering holders of Old RGC
Notes who tender Old RGC Notes in exchange for New Senior Subordinated Notes and
will be part of the same issue as the New Senior Subordinated Notes offered
pursuant to this Offering.
The New Senior Subordinated Notes issued upon consummation of the RGC
Offers will bear interest at a fixed rate per annum equal to the greater of (a)
11% and (b) the RGC Applicable Treasury Rate (as hereinafter defined) plus 400
basis points (4.00 percentage points); provided, however, that in no event will
the New Senior Subordinated Notes bear interest at a rate per annum that is less
than the interest rate on the New Senior Subordinated Notes offered hereby). The
"RGC Applicable Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled by and published in the most recent Federal Reserve Statistical Release
H.15 (519)) most nearly equal to the average life to stated maturity of the New
Senior Subordinated Notes; provided, that if the average life to stated maturity
of the New Senior Subordinated Notes is not equal to the constant maturity of
the United States Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of the year) from the weekly average yields of the United
States Treasury securities for which such yields are given. The terms of the New
Senior Subordinated Notes exchanged for Old RGC Notes will be identical to those
of the New Senior Subordinated Notes offered hereby and will be issued pursuant
to the New Senior Subordinated Note Indenture. See "Description of the New
Notes."
123
<PAGE> 131
The aggregate principal amount of Old RGC Notes and New Senior Subordinated
Notes, whether issued in the RGC Offers or pursuant to this Offering, will be
limited to $650 million at any one time outstanding.
DESCRIPTION OF THE NEW CREDIT FACILITY
In connection with the Merger, Food 4 Less will enter into the New Credit
Facility with a syndicate of financial institutions for whom Bankers Trust will
act as agent. All of Food 4 Less' obligations under the New Credit Facility will
be assumed by the Company immediately following the Merger. Food 4 Less has
accepted a commitment letter (the "Commitment Letter") from Bankers Trust
pursuant to which Bankers Trust has agreed, subject to certain conditions, to
provide the Company up to a maximum aggregate amount of $1,075 million of
financing under the New Credit Facility. The following is a summary of the
anticipated material terms and conditions of the New Credit Facility. This
summary does not purport to be a complete description of the New Credit Facility
and is subject to the detailed provisions of the loan agreement (the "Loan
Agreement") and various related documents to be entered into in connection with
the New Credit Facility. A draft copy of the Loan Agreement will be available
upon request from Food 4 Less.
GENERAL
The New Credit Facility will provide for (i) term loans in the aggregate
amount of $750 million, comprised of the $375 million Tranche A Loan, the $125
million Tranche B Loan, the $125 million Tranche C Loan, and the $125 million
Tranche D Loan; and (ii) the $325 million New Revolving Facility under which
working capital loans may be made and commercial or standby letters of credit in
the maximum aggregate amount of up to $150 million may be issued, under which
approximately $92.6 million of letters of credit are expected to be issued upon
the closing of the Merger. The Tranche A Loan may not be fully funded at the
Closing Date. The New Credit Facility will provide that the portion of the
Tranche A Loan not funded at the Closing Date, in an amount not to exceed $225
million will be available for a period of 91 days following the Closing Date to
finance the Change of Control Offer. In addition, if the total principal amount
of the Old RGC Notes exchanged for New Senior Subordinated Notes exceeds $225
million the Commitment Letter requires that there be a reduction, in an amount
equal to such excess, in one or any combination of (i) the principal amount of
proceeds from the Senior Note Public Offering, (ii) the principal amount of
proceeds from the Subordinated Note Public Offering or (iii) the principal
amount available under the Tranche A Loan.
Proceeds of the New Term Loans and loans under the Revolving Credit
Facility on the Closing Date, together with proceeds from the New Discount
Debenture Placement, the New Equity Investment and this Offering, will be used
to fund the cash requirements for the acquisition of RSI, refinance existing
bank indebtedness of Ralphs and Food 4 Less, purchase the Discount Notes, Old
RGC 9% Notes and Old RGC 10 1/4% Notes, repay a portion of other indebtedness,
pay holders of the Ralphs EARs and pay various fees, expenses and other costs
associated with the Merger and the Financing. The New Revolving Facility will be
available to provide for the working capital requirements and general corporate
purposes of the Company and to issue commercial and standby letters of credit to
support workers' compensation contingencies and for other corporate purposes.
INTEREST RATE; FEES
Borrowings under (i) the New Revolving Facility and the Tranche A Loan will
bear interest at a rate equal to the Base Rate (as defined in the Loan
Agreement) plus 1.50% per annum or the reserve adjusted Euro-Dollar Rate (as
defined in the Loan Agreement) plus 2.75% per annum; (ii) the Tranche B Loan
will bear interest at the Base Rate plus 2.00% per annum or the reserve adjusted
Euro-Dollar Rate plus 3.25% per annum; (iii) the Tranche C Loan will bear
interest at the Base Rate plus 2.50% per annum or the reserve adjusted
Euro-Dollar Rate plus 3.75% per annum; and (iv) the Tranche D Loan will bear
interest at the Base Rate plus 2.75% per annum or the reserve adjusted
Euro-Dollar Rate plus 4.00% per annum, in each case as selected by the Company.
Applicable interest rates on Tranche A Loan and the New Revolving Facility and
the fees payable under the New Revolving Facility on letters of credit, will be
reduced by up to 0.50% per
124
<PAGE> 132
annum after the New Term Loans have been reduced by amounts to be agreed upon by
the Company and Bankers Trust and if the Company meets certain financial tests.
Up to $30 million of the New Revolving Facility will be available as a swingline
facility and loans outstanding under the swingline facility shall bear interest
at the Base Rate plus 1.00% per annum (subject to adjustment as described in the
preceding sentence). After the occurrence of a default under the New Credit
Facility, interest will accrue at the rate equal to the rate on loans bearing
interest at the rate determined by reference to the Base Rate plus an additional
2.00% per annum. The Company will pay the issuing bank a fee of 0.25% on each
standby letter of credit and each commercial letter of credit and will pay the
lenders under the New Credit Facility a fee equal to the margin on Eurodollar
Rate loans under the Revolving Credit Facility (the "Eurodollar Margin") for
standby letters of credit and a fee equal to the Eurodollar Margin minus 1% for
commercial letters of credit. Each of these fees will be calculated based on the
amount available to be drawn under a letter of credit. In addition, the Company
will pay a commitment fee of 0.50% per annum on the undrawn amount of the
Tranche A Loans from the closing of the Merger until the drawing or termination
thereof and on the unused portions of the New Revolving Facility and for
purposes of calculating this fee, loans under the swingline facility shall not
be deemed to be outstanding. The New Credit Facility will require the Company to
enter into hedging agreements to limit its exposure to increases in interest
rates for a period of not less than two years. The New Credit Facility may be
prepaid in whole or in part without premium or penalty.
AMORTIZATION; PREPAYMENTS
The Tranche A Loan will mature six years after the closing of the Merger
and will be subject to amortization, commencing in the fifteenth month after the
closing of the Merger on a quarterly basis in aggregate annual amounts of $45
million in the second year, $75 million in the third year, $80 million in the
fourth year, $85 million in the fifth year, and $90 million in the sixth year.
The Tranche B Loan will mature seven years after the closing of the Merger and
will be subject to amortization on a quarterly basis in aggregate annual amounts
of $1.25 million for the first six years and $117.5 million in the seventh year.
The Tranche C Loan will mature eight years after the closing of the Merger and
will be subject to amortization on a quarterly basis in aggregate annual amounts
of $1.25 million for the first seven years and $116.25 million in the eighth
year. The Tranche D Loan will mature nine years after the closing of the Merger
and will be subject to amortization on a quarterly basis in aggregate annual
amounts of $1.25 million for the first eight years and $115 million in the ninth
year. The New Revolving Facility will mature on the same date as the Tranche A
Loan. The Company will be required to reduce loans outstanding under the New
Revolving Facility to $75 million for a period of not less than 30 consecutive
days during each consecutive 12-month period. The Company will be required to
make certain prepayments, subject to certain exceptions, on the New Credit
Facility with 75% of Consolidated Excess Cash Flow (as defined in the Loan
Agreement) and with the proceeds from certain asset sales, issuances of debt and
equity securities and any pension plan reversion. Such prepayments will be
allocated pro rata between the Tranche A Loans, Tranche B Loans, Tranche C Loans
and the Tranche D Loans and to scheduled amortization payments of the Tranche A
Loans, the Tranche B Loans, Tranche C Loans, and the Tranche D Loans pro rata.
Mandatory prepayments on the Tranche B Loans, the Tranche C Loans and the
Tranche D Loans will be used to make an offer to repay such Loans and to the
extent not accepted 50% of such amount will be applied to reduce Tranche A Loans
on a pro rata basis and the remaining 50% may be retained by the Company.
GUARANTEES AND COLLATERAL
New Holdings and all active subsidiaries of the Company (including the
Subsidiary Guarantors) will guarantee the Company's obligations under the New
Credit Facility. The Company's obligations and the guarantees of its
subsidiaries will be secured by substantially all personal property of the
Company and its subsidiaries, including a pledge of the stock of all
subsidiaries of the Company (with the exception of the stock of Bell Markets,
Inc., which has been pledged to secure notes payable to the former owners
thereof, so long and only so long as such stock is subject to the liens of such
former owners). New Holdings' guarantee will be secured by a pledge of the stock
of the Company. The Company's obligations will also be secured by first priority
liens on certain unencumbered real property fee interests of the Company and its
subsidiaries and the
125
<PAGE> 133
Company and its subsidiaries will use their reasonable economic efforts to
provide the lenders with a first priority lien on certain unencumbered leasehold
interests of the Company and its subsidiaries.
COVENANTS
The obligation of the lenders under the New Credit Facility to advance
funds is subject to the satisfaction of certain conditions customary in
agreements of this type. In addition, the Company will be subject to certain
customary affirmative and negative covenants contained in the New Credit
Facility, including, without limitation, covenants that restrict, subject to
specified exceptions, (i) the incurrence of additional indebtedness and other
obligations, (ii) a merger or acquisition, (iii) asset sales, (iv) the granting
of liens, (v) prepayment or repurchase of other indebtedness, (vi) engaging in
transactions with affiliates, or (vii) cash capital expenditures. Certain of
these covenants may be more restrictive than those in favor of holders of the
New Notes as described herein and as set forth in the New Indentures. In
addition, the New Credit Facility will require that the Company maintain certain
specified financial covenants, including a minimum fixed charge coverage, a
minimum EBITDA, a maximum ratio of total debt to EBITDA and a minimum net worth.
EVENTS OF DEFAULT
The New Credit Facility also provides for customary events of default. The
occurrence of any of such events of default could result in acceleration of the
Company's obligations under the New Credit Facility and foreclosure on the
collateral securing such obligations, which could have material adverse results
to holders of the New Notes.
DESCRIPTION OF HOLDING COMPANY INDEBTEDNESS
The New Discount Debentures. The New Discount Debentures will be issued in
the New Discount Debenture Placement upon consummation of the Merger. The New
Discount Debentures will be issued in an aggregate principal amount of
$193,295,080 at maturity and will mature on July 1, 2005. The New Discount
Debentures will be senior unsecured obligations of New Holdings and will be
senior in right of payment to all subordinated indebtedness of New Holdings,
including the Seller Debentures. Until June 1, 2000, no interest will accrue on
the New Discount Debentures, but the Accreted Value (as defined in the indenture
governing the New Discount Debentures (the "New Debenture Indenture")) will
accrete at a rate of 13 5/8% (representing the amortization of the original
issue discount) from the date of original issuance until June 1, 2000, on a
semi-annual bond equivalent basis using a 360 day year comprised of twelve
30-day months, such that the Accreted Value shall be equal to the full principal
amount of the New Discount Debentures on June 1, 2000. The initial Accreted
Value per $1,000 principal amount of New Discount Debentures will be $517.33
(representing the original purchase price). Beginning on June 1, 2000, cash
interest on the New Discount Debentures will accrue at a rate of 13 5/8% per
annum and will be payable semi-annually in arrears on each June 1 and December 1
of each year, commencing December 1, 2000, to the holders of record on the
immediately preceding May 15 and November 15.
On or after June 1, 2000, the New Discount Debentures may be redeemed, at
the option of New Holdings, in whole at any time or in part from time to time,
at a redemption price equal to the applicable percentage of the principal amount
thereof set forth below, plus accrued and unpaid interest, to the redemption
date, if redeemed during the twelve-month period commencing on June 1 in the
years set forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
2000...................................... 106.8125%
2001...................................... 105.1094%
2002...................................... 103.4063%
2003...................................... 101.7031%
2004 and thereafter....................... 100.0000%
</TABLE>
126
<PAGE> 134
Notwithstanding the foregoing, prior to June 1, 1998, New Holdings may use
the net proceeds of an Initial Public Offering (as defined in the New Debenture
Indenture) of New Holdings or the Company (or of FFL under certain
circumstances) to redeem up to 35% of the New Discount Debentures at a
redemption price equal to 110% of the Accreted Value thereof on the date of
redemption.
In the event of a Change of Control (as defined in the New Debenture
Indenture), each holder has the right to require the repurchase of such holder's
New Discount Debentures at a purchase price equal to 101% of the Accreted Value
thereof on the Change of Control Payment Date (as defined in the New Debenture
Indenture) (if such date is prior to June 1, 2000) or 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the Change of
Control Payment Date (if such date is on or after June 1, 2000).
The New Debenture Indenture will contain covenants that, among other
things, limit the ability of New Holdings to enter into certain mergers or
consolidations or incur certain liens or of New Holdings or its subsidiaries to
incur additional indebtedness, pay dividends or make certain other Restricted
Payments (as defined in the New Debenture Indenture), or engage in certain
transactions with affiliates. Under certain circumstances, New Holdings will be
required to make an offer to purchase New Discount Debentures at a price equal
to 100% of the Accreted Value thereof on the date of purchase, if such date is
prior to June 1, 2000 or 100% of the principal amount thereof, plus accrued
interest to the date of purchase, if such date is on or after June 1, 2000, with
the proceeds of certain Asset Sales (as defined in the New Debenture Indenture).
The New Debenture Indenture will contain certain customary events of defaults,
which will include the failure to pay interest and principal, the failure to
comply with certain covenants in the New Discount Debentures or the New
Debenture Indenture, a default under certain indebtedness, the imposition of
certain final judgments or warrants of attachment and certain events occurring
under bankruptcy laws.
Pursuant to the terms of a registration rights agreement to be entered into
by New Holdings, New Holdings will be obligated to file a shelf registration
statement with the Commission with respect to the New Discount Debentures, to
have such shelf registration statement declared effective prior to or at the
closing of the Merger, to use its best efforts to cause such shelf registration
statement to remain effective for up to three years, and to pay the expenses
related thereto, including underwriting discounts and brokers' or dealers'
commissions and markups (subject to certain limitations). If New Holdings fails
to comply with its obligations to keep such shelf registration statement
effective, New Holdings will be obligated to pay certain liquidated damages.
Under the registration rights agreement, the holder of the New Discount
Debentures will be entitled to commence resales of the New Discount Debentures
60 days following closing of the Merger. New Holdings and its subsidiaries will
agree not to effect any public distribution of securities similar to the New
Discount Debentures until the New Discount Debentures are resold by the
partnership (or until the third anniversary of the Closing Date, if later). New
Holdings believes that the holders of the New Discount Debentures actively would
seek to dispose of its entire interest in the New Discount Debentures promptly
upon expiration of the 60 day holdback period following closing of the Merger.
The Seller Debentures. The Seller Debentures will be issued to the
stockholders of RSI upon consummation of the Merger. The Seller Debentures will
be issued in an aggregate principal amount of $131.5 million and will mature on
June 1, 2007. The Seller Debentures will be general unsecured obligations of New
Holdings and will be subordinated to the prior payment when due of all Senior
Indebtedness (as defined in the indenture governing the Seller Debentures (the
"Debenture Indenture")), including the New Discount Debentures and any Discount
Notes that remain outstanding following consummation of the Merger. The Seller
Debentures will bear interest at a rate equal to 13 5/8% per annum. Interest
will accrue on the Seller Debentures beginning from the date of issuance or from
the most recent date to which interest has been paid and will be payable
semi-annually in arrears on each interest payment date. New Holdings will have
the option, in its sole discretion, to issue additional securities ("Secondary
Securities") in lieu of a cash payment of any or all of the interest due for the
period prior to the interest payment date five years after the date of issuance
of the Seller Debentures.
127
<PAGE> 135
On or after June 1, 2000, the Seller Debentures may be redeemed, at the
option of New Holdings, in whole at any time or in part from time to time, at a
redemption price equal to the applicable percentage of the principal amount
thereof set forth below, plus accrued and unpaid interest, if any, to the
redemption date, if redeemed during the twelve-month period commencing on June 1
in the years set forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
2000................................. 106.8125%
2001................................. 105.1094%
2002................................. 103.4063%
2003................................. 101.7031%
2004 and thereafter.................. 100.0000%
</TABLE>
Notwithstanding the foregoing, prior to June 1, 1998, New Holdings may use
the net proceeds of an Initial Public Offering (as defined in the Debenture
Indenture) of New Holdings or Food 4 Less to redeem up to 35% of the Seller
Debentures at a redemption price equal to 110% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date of redemption.
In the event of a Change of Control (as defined in the Debenture
Indenture), each holder has the right to require the repurchase of such holder's
Seller Debentures at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase.
The Debenture Indenture will contain certain covenants that, among other
things, limit the ability of New Holdings to enter into certain mergers or
consolidations or incur certain liens or of New Holdings or its subsidiaries to
incur additional indebtedness, pay dividends or make certain other Restricted
Payments (as defined in the Debenture Indenture), or engage in certain
transactions with affiliates. Under certain circumstances, New Holdings will be
required to make an offer to purchase Seller Debentures at a price equal to 100%
of the principal amount thereof, plus accrued and unpaid interest, if any, to
the repurchase date with the proceeds of certain Asset Sales (as defined in the
Debenture Indenture). The Debenture Indenture will contain certain customary
events of default, which will include the failure to pay interest and principal,
the failure to comply with certain covenants in the Seller Debentures or the
Debenture Indenture, a default under certain indebtedness, the imposition of
certain final judgments or warrants of attachment and certain events occurring
under bankruptcy laws.
Pursuant to the terms of the Merger Agreement and a registration rights
agreement to be executed concurrently with the closing of the Merger, New
Holdings is obligated to file a shelf registration statement with the Commission
with respect to the Seller Debentures, use its best efforts to cause such shelf
registration statement to become effective and remain effective for up to three
years, and pay the expenses related thereto. The effectiveness of such shelf
registration statement is a condition to the consummation of the Merger. If New
Holdings fails to comply with its obligations to keep such shelf registration
statement effective, Holdings will be obligated to pay certain liquidated
damages.
The Discount Notes. Concurrently with the RGC Offers and the F4L Exchange
Offers, Holdings is (A) offering to holders of the Discount Notes to purchase
such Discount Notes for $785.00 in cash, plus accrued cash interest thereon at a
rate of 15.25% per annum from and after March 15, 1995 until the Closing Date
for every $1,000 principal amount (at maturity) of Discount Notes (which, as of
May 1, 1995 had an accreted value of $680.26 per $1,000) accepted for purchase
and (B) soliciting consents from holders of the Discount Notes to certain
amendments to the Discount Note Indenture.
The obligation of Holdings to accept for exchange any validly tendered
Discount Note is conditioned upon, among other things, the satisfaction or
waiver of certain conditions, including (i) the receipt of the requisite
consents to certain amendments to the Discount Note Indenture (i.e., consents
from Discount Noteholders representing at least a majority in aggregate
principal amount of Discount Notes held by persons other than Holdings and its
affiliates) on or prior to the date of expiration, (ii) the satisfaction or
waiver, in Holdings' sole discretion, of all conditions precedent to the RSI
Merger, (iii) the prior or contemporaneous successful completion of this
Offering, the F4L Exchange Offers, the RGC Offers and the New Discount
128
<PAGE> 136
Debenture Placement, and (iv) the prior or contemporaneous consummation of the
Bank Financing and the New Equity Investment.
The Discount Notes were issued in December 1992, are limited in aggregate
principal amount (at maturity) to $103.6 million and will mature on December 15,
2004. The Discount Notes are unsecured general obligations of Holdings (and will
become obligations of New Holdings by operation of the Reincorporation Merger).
Cash interest does not accrue on the Discount Notes prior to December 15, 1997.
Thereafter, cash interest on the Discount Notes will accrue at the rate of
15.25% per annum, and will be payable in cash semiannually in arrears on each
June 15 and December 15, commencing on June 15, 1998.
The Discount Notes were issued at a substantial discount from their
principal amount and the purchase discount accretes at a rate of 15.25% per
annum compounded semi-annually on each June 15 and December 15 through (but
excluding) December 15, 1997.
The Discount Notes are redeemable, at the option of Holdings, in whole at
any time or in part from time to time, on or after December 15, 1997 at the
following redemption prices (expressed as percentages of the accreted value) if
redeemed during the twelve-month period commencing on December 15 of the year
set forth below, plus, in each case, accrued and unpaid interest to the date of
redemption:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
1997................................. 107.630%
1998................................. 106.100%
1999................................. 104.575%
2000................................. 103.050%
2001................................. 101.525%
2002 and thereafter.................. 100.000%
</TABLE>
Notwithstanding the foregoing, prior to December 15, 1997, Holdings may use
the net proceeds of an Initial Public Offering (as defined in the Discount Note
Indenture) of Holdings or Food 4 Less to redeem up to 25% of the Discount Notes
at redemption prices equal to the sum of (i) the applicable percentage of the
accreted value plus (ii) the Proportionate Share (as defined in the Discount
Note Indenture) of the Discount Notes, if any to the date of redemption if
redeemed during the twelve-month period beginning December 15 of the year set
forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
1992................................. 120.000%
1993................................. 117.525%
1994................................. 115.050%
1995................................. 112.575%
1996................................. 110.100%
</TABLE>
In the event of a Change of Control (as defined in the Discount Note
Indenture), each holder has the right to require the repurchase of such holder's
Discount Notes at a purchase price equal to 101% of the accreted value, plus
either, (i) if the date of the purchase is prior to December 15, 1997, the
Proportionate Share, if any, with respect to the Discount Notes to the date of
purchase and (ii) if the date of the purchase is on or after December 15, 1997,
the aggregate principal amount thereof plus accrued interest, if any, to the
date of purchase.
Holdings will make a mandatory sinking fund payment on December 15, 2003,
sufficient to retire 50% of the Discount Notes, at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to the
redemption date. Holdings may, at its option, receive credit against such
sinking fund payment for 100% of the principal amount of any Discount Notes
previously acquired or redeemed by Holdings and surrendered to the trustee under
the Discount Note Indenture for cancellation and which were not previously used
as a credit against any other required payment pursuant to the Discount Note
Indenture. New Holdings intends to credit Discount Notes purchased pursuant to
the Holdings Offer to Purchase against its sinking fund obligations.
129
<PAGE> 137
The Discount Note Indenture contains certain covenants that, among other
things, limit the ability of Holdings to enter into certain mergers or
consolidations or incur certain liens or of Holdings or its subsidiaries to
incur additional indebtedness, pay dividends or make certain other Restricted
Payments (as defined in the Debenture Indenture), or engage in certain
transactions with affiliates. Under certain circumstances, Holdings will be
required to make an offer to purchase Discount Notes at a price equal to 100% of
the aggregate principal amount thereof, plus accrued and unpaid interest, if
any, to the purchase date, with the proceeds of certain Asset Sales (as defined
in the Debenture Indenture). The Discount Note Indenture contains certain
customary events of default, including the failure to pay interest and
principal, the failure to comply with certain covenants in the Discount Notes or
the Discount Note Indenture, a default under certain indebtedness, the
imposition of certain final judgments or warrants of attachment and certain
events occurring under bankruptcy laws. In connection with the Holdings Offer to
Purchase, Holdings is soliciting consents to delete all of the restrictive
covenants from the Discount Note Indenture.
Following the Reincorporation Merger, New Holdings and the trustee under
the Discount Note Indenture will execute a supplemental indenture assuming the
obligations of Holdings thereunder. New Holdings and the trustee under the
Discount Note Indenture will then execute a second supplemental indenture
implementing such proposed amendments to the Discount Note Indenture after
certification to such trustee that Holdings has received consents from at least
a majority in aggregate principal amount of such notes.
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement (the
"Underwriting Agreement") among Food 4 Less, the Subsidiary Guarantors and BT
Securities Corporation ("BT Securities"), CS First Boston Corporation ("CS First
Boston") and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ")
(collectively, the "Underwriters"), the Underwriters have agreed to purchase,
and the Company has agreed to sell to the Underwriters, the entire principal
amount of the New Notes offered hereby.
The Underwriting Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the New Notes is subject to the approval of
certain legal matters by counsel and to various other conditions. The nature of
each Underwriter's obligation is such that each is severally committed to
purchase the aggregate principal amount of New Notes set forth opposite its name
if any are purchased.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
PRINCIPAL AMOUNT OF NEW
UNDERWRITERS OF NEW SENIOR NOTES SENIOR SUBORDINATED NOTES
----------------------------------- ----------------------- -------------------------
<S> <C> <C>
BT Securities Corporation.......... $ $
CS First Boston Corporation........
Donaldson, Lufkin & Jenrette
Securities Corporation...........
----------------------- -------------------------
Total.................... $ 295,000,000 $ 200,000,000
================== ===================
</TABLE>
The Underwriters propose to offer the New Notes directly to the public at
the public offering price set forth on the cover page hereof, and to certain
dealers at such price less a concession not in excess of $ per $1,000
principal amount of the New Notes. The Underwriters may allow and such dealers
may reallow a concession not in excess of $ per $1,000 principal
amount of the New Notes. After the initial public offering of the New Notes, the
public offering price and other selling terms may be changed.
The Company does not intend to apply for listing of the New Notes on a
national securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the New Notes, as permitted by applicable
laws and regulations. The Underwriters are not obligated, however, to make a
market in the New Notes, and any such market making may be discontinued at any
time at the sole discretion of the Underwriters. There can be no assurance that
an active public market for the New Notes will develop.
130
<PAGE> 138
The Company has been informed by the Underwriters that they will not
confirm sales to any account over which they exercise discretionary authority
without prior specific written consent.
The Company and the Subsidiary Guarantors have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required to
make in respect thereof.
Bankers Trust, an affiliate of BT Securities has been a co-agent and a
lender under the existing credit agreements of each of RGC and Food 4 Less and
will be administrative agent and a lender under the New Credit Facility. See
"Description of the New Credit Facility." BT Securities has provided services to
Food 4 Less in connection with the Financing and in consideration therefor Food
4 Less will pay to BT Securities a fee of $5 million upon closing of the Merger.
Such fee will be satisfied through the issuance by New Holdings to BT Securities
of $5 million initial accreted value of New Discount Debentures. DLJ has
provided financial advisory services to Food 4 Less in connection with the
Merger and will receive customary fees for such services. The Underwriters will
also serve as dealer managers and solicitation agents in connection with the
Exchange Offers and will receive customary fees in connection with such
services.
In addition, affiliates of the Underwriters are investing in the capital
stock of New Holdings pursuant to the New Equity Investment. After giving effect
to the Merger, BTIP will own in the aggregate approximately 900,000 shares of
Series A Preferred Stock and approximately 3,100,000 shares of Series B
Preferred Stock, affiliates of CS First Boston will own approximately 1,000,000
shares of Series A Preferred Stock and affiliates of DLJ will own approximately
1,000,000 shares of Series A Preferred Stock. Affiliates of BTIP additionally
own 509,812 shares of FFL Common Stock which they had previously acquired and
which will be converted to New Holdings capital stock following the FFL Merger
and the Reincorporation Merger. See "Principal Stockholders" and "Description of
Capital Stock." Affiliates of each of BT Securities, CS First Boston and DLJ are
also investing $5 million, $2.5 million and $2.5 million, respectively, in the
partnership that will purchase the New Discount Debentures. See "Certain
Relationships and Related Transactions -- Food 4 Less."
Each of the Underwriters has from time to time provided investment banking
and financial advisory services to one or more of Food 4 Less, Holdings and RGC
and/or their respective affiliates and may continue to do so in the future. The
Underwriters have received customary fees for such services.
LEGAL MATTERS
The validity of the New Notes offered hereby will be passed upon for Food 4
Less by Latham & Watkins, Los Angeles, California. Certain legal matters in
connection with this Offering will be passed upon for the Underwriters by Cahill
Gordon & Reindel (a partnership including a professional corporation), New York,
New York.
EXPERTS
The consolidated balance sheets of Ralphs Supermarkets, Inc. as of January
30, 1994 and January 29, 1995, and the related consolidated statements of
operations, cash flows and stockholders' equity for the year ended January 31,
1993, the year ended January 30, 1994 and the year ended January 29, 1995, have
been included in this Prospectus in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated balance sheets and schedules of Food 4 Less Supermarkets,
Inc. and subsidiaries as of June 26, 1993, June 25, 1994 and January 29, 1995,
and the related consolidated statements of operations, cash flows and
stockholders' equity of Food 4 Less Supermarkets, Inc. for the 52 weeks ended
June 27, 1992, the 52 weeks ended June 26, 1993, the 52 weeks ended June 25,
1994 and the 31 weeks ended January 29, 1995, and the related financial
statement schedules, included in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
131
<PAGE> 139
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
RALPHS SUPERMARKETS, INC. (AS SUCCESSOR TO RALPHS GROCERY COMPANY):
Independent Auditors' Report (KPMG Peat Marwick LLP).................................. F-2
Consolidated balance sheets at January 30, 1994 and January 29, 1995.................. F-3
Consolidated statements of operations for the years ended January 31, 1993, January
30, 1994 and January 29, 1995....................................................... F-4
Consolidated statements of cash flows for the years ended January 31, 1993, January
30, 1994 and January 29, 1995....................................................... F-5
Consolidated statements of stockholders' equity for the years ended January 31, 1993,
January 30, 1994 and January 29, 1995............................................... F-6
Notes to consolidated financial statements............................................ F-7
FOOD 4 LESS SUPERMARKETS, INC.:
Report of Independent Public Accountants (Arthur Andersen LLP)........................ F-28
Consolidated balance sheets as of June 26, 1993, June 25, 1994 and January 29, 1995... F-29
Consolidated statements of operations for the 52 weeks ended June 27, 1992, June 26,
1993 and June 25, 1994, the 32 weeks ended February 5, 1994 (unaudited) and the 31
weeks ended January 29, 1995........................................................ F-31
Consolidated statements of cash flows for the 52 weeks ended June 27, 1992, June 26,
1993 and June 25, 1994, the 32 weeks ended February 5, 1994 (unaudited) and the 31
weeks ended January 29, 1995........................................................ F-32
Consolidated statements of stockholder's equity for the 52 weeks ended June 27, 1992,
June 26, 1993 and June 25, 1994 and the 31 weeks ended January 29, 1995............. F-34
Notes to consolidated financial statements............................................ F-35
</TABLE>
F-1
<PAGE> 140
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Ralphs Supermarkets, Inc.:
We have audited the consolidated balance sheets of Ralphs Supermarkets,
Inc. and subsidiary as of January 30, 1994 and January 29, 1995, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year ended January 31, 1993, the year ended January 30, 1994 and the year
ended January 29, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Ralphs
Supermarkets, Inc. and subsidiary as of January 30, 1994 and January 29, 1995,
and the results of their operations and their cash flows for each of the years
in the three-year period ended January 29, 1995, in conformity with generally
accepted accounting principles.
KPMG PEAT MARWICK LLP
Los Angeles, California
March 9, 1995
F-2
<PAGE> 141
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
JANUARY JANUARY
30, 29,
1994 1995
---------- ----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents......................................... $ 55,080 $ 35,125
Accounts receivable............................................... 30,420 43,597
Inventories....................................................... 202,354 221,388
Prepaid expenses and other current assets......................... 18,111 19,793
---------- ----------
Total current assets...................................... 305,965 319,903
Property, plant and equipment, net................................ 601,897 624,724
Excess of cost over net assets acquired, net...................... 376,414 365,418
Beneficial lease rights, net...................................... 55,553 49,164
Deferred debt issuance costs, net................................. 26,583 23,011
Deferred income taxes............................................. 109,125 112,491
Other assets...................................................... 8,113 15,203
---------- ----------
Total assets.............................................. $1,483,650 $1,509,914
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt.............................. $ 70,975 $ 83,989
Short-term debt................................................... -- 51,500
Bank overdrafts................................................... 37,716 45,669
Accounts payable.................................................. 138,554 130,889
Accrued expenses.................................................. 101,543 99,804
Current portion of self-insurance reserves........................ 30,138 27,552
---------- ----------
Total current liabilities................................. 378,926 439,403
Long-term debt.................................................... 927,909 883,020
Self-insurance reserves........................................... 49,872 44,954
Lease valuation reserve........................................... 32,575 28,957
Other non-current liabilities..................................... 89,299 86,393
---------- ----------
Total liabilities......................................... 1,478,581 1,482,727
---------- ----------
Stockholders' equity:
Common stock, $.01 par value per share Authorized 50,000,000
shares; issued and outstanding, 25,587,280 shares at January
30, 1994 and January 29, 1995.................................. 256 256
Additional paid-in capital........................................ 175,292 175,292
Accumulated deficit............................................... (170,479) (148,361)
---------- ----------
Total stockholders' equity................................ 5,069 27,187
---------- ----------
Commitments and contingencies (See Notes 2 and 8)
Total liabilities and stockholders' equity (deficit)...... $1,483,650 $1,509,914
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 142
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
JANUARY 31, 1993 JANUARY 30, 1994 JANUARY 29, 1995
------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Sales............................ $2,843,816 100.0% $2,730,157 100.0% $2,724,604 100.0%
Cost of sales.................... 2,217,197 78.0 2,093,727 76.7 2,101,033 77.1
---------- ----- ---------- ----- ---------- -----
Gross profit................... 626,619 22.0 636,430 23.3 623,571 22.9
Selling, general and
administrative expenses..... 470,012 16.5 471,000 17.2 467,022 17.2
Amortization of excess cost
over net assets acquired.... 10,997 0.4 10,996 0.4 10,996 0.4
Provision for restructuring.... 7,100 0.2 2,374 0.1 -- --
---------- ----- ---------- ----- ---------- -----
Operating income............... 138,510 4.9 152,060 5.6 145,553 5.3
Other expenses:
Interest expense, net.......... 125,611 4.4 108,755 4.0 112,651 4.1
Loss on disposal of assets..... 2,607 0.1 1,940 0.1 784 0.0
Provision for legal
settlement.................. 7,500 0.3 -- -- -- --
Provision for earthquake
losses...................... -- -- 11,048 0.4 -- --
---------- ----- ---------- ----- ---------- -----
Earnings before income taxes and
extraordinary item............. 2,792 0.1 30,317 1.1 32,118 1.2
Income tax expense (benefit)..... 8,346 0.3 (108,049) (4.0) -- --
---------- ----- ---------- ----- ---------- -----
Earnings (loss) before
extraordinary item............. (5,554) (0.2) 138,366 5.1 32,118 1.2
Extraordinary item-debt
refinancing, net of tax benefit
$4,173......................... (70,538) (2.5) -- -- -- --
---------- ----- ---------- ----- ---------- -----
Net earnings (loss).............. $ (76,092) (2.7)% $ 138,366 5.1% $ 32,118 1.2%
========= ===== ========= ===== ========= =====
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 143
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss)................................. $ (76,092) $ 138,366 $ 32,118
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization.................... 76,873 74,452 76,043
Amortization of discounts and deferred debt
issuance costs................................. 20,978 9,768 9,032
LIFO charge (credit)............................. 1,115 (2,054) 2,085
Loss on sale of assets........................... 6,841 4,314 784
Provision for post-retirement benefits........... 3,275 3,370 2,555
Provision for legal settlement................... 7,500 -- --
Other changes in assets and liabilities:
Accounts receivable................................. 6,376 326 (13,177)
Inventories at replacement cost..................... (13,682) 6,724 (21,120)
Prepaid expenses and other current assets........... 3,703 (1,658) (1,682)
Other assets........................................ (616) 4,449 (7,287)
Interest payable.................................... (13,393) (4,822) (2,419)
Accounts payable and accrued liabilities............ 23,054 (1,622) (1,047)
Income taxes payable................................ (527) (1,480) (2,906)
Deferred tax asset.................................. -- (109,125) (3,366)
Business interruption credit........................ -- (581) --
Earthquake losses................................... -- (11,048) --
Self insurance reserves............................. 8,456 7,031 (7,503)
Other liabilities................................... (170) (12,407) (6,692)
----------- ----------- ------------
Cash provided by operating activities............... 53,691 104,003 55,418
----------- ----------- ------------
Cash flows from investing activities:
Capital expenditures................................ (102,697) (62,181) (64,018)
Proceeds from sale of property, plant and
equipment........................................ 219 16,700 13,257
----------- ----------- ------------
Cash used in investing activities................... (102,478) (45,481) (50,761)
----------- ----------- ------------
Cash flows from financing activities:
Net borrowings under lines of credit................ 2,100 (31,100) 51,500
Redemption of preferred stock....................... (3,000) -- --
Capitalized financing and acquisition costs......... (22,426) (5,108) (2,496)
Increase (decrease) in bank overdrafts.............. (8,865) 655 7,952
Proceeds from issuance of long-term debt............ 668,269 150,000 --
Dividends paid...................................... -- -- (10,000)
Principal payments on long-term debt................ (577,902) (164,081) (71,568)
----------- ----------- ------------
Cash provided by (used in) financing activities..... 58,176 (49,634) (24,612)
----------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents......................................... 9,389 8,888 (19,955)
Cash and cash equivalents at beginning of period...... 36,803 46,192 55,080
----------- ----------- ------------
Cash and cash equivalents at end of period............ $ 46,192 $ 55,080 $ 35,125
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 144
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
RALPHS RALPHS
SUPERMARKETS, INC. GROCERY COMPANY
-------------------- -------------------- ADDITIONAL
OUTSTANDING COMMON OUTSTANDING COMMON PAID-IN- ACCUMULATED
SHARES STOCK SHARES STOCK CAPITAL DEFICIT TOTAL
----------- ------ ----------- ------ ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES AT FEBRUARY 2,
1992...................... -- $ -- 100 -- $ 175,548 $(232,753) $ (57,205)
Capitalization of Ralphs
Supermarkets, Inc. .... 25,587,280 256 (100) -- (256) -- --
Net Loss.................. -- -- -- -- -- (76,092) (76,092)
----------- ------ ----------- ------ ---------- ----------- ---------
BALANCES AT JANUARY 31,
1993...................... 25,587,280 256 -- -- 175,292 (308,845) (133,297)
Net earnings.............. -- -- -- -- -- 138,366 138,366
----------- ------ ----------- ------ ---------- ----------- ---------
BALANCES AT JANUARY 30,
1994...................... 25,587,280 256 -- -- 175,292 (170,479) 5,069
Net Earnings.............. -- -- -- -- -- 32,118 32,118
Dividends Paid............ -- -- -- -- -- (10,000) (10,000)
----------- ------ ----------- ------ ---------- ----------- ---------
BALANCES AT JANUARY 29,
1995...................... 25,587,280 $256 -- $ -- $ 175,292 $(148,361) $ 27,187
========= ====== ========= ====== ======== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 145
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION
At February 2, 1992, Ralphs Grocery Company was an indirect wholly owned
subsidiary of Federated Stores, Inc. ("Federated"). Two wholly owned
subsidiaries of Federated, Federated Holdings III, Inc. ("Holdings III") and
Allied Stores Corporation ("Allied") directly owned the common stock of Ralphs
Grocery Company approximately 84% and 16% respectively. In January 1990 Holdings
III and Allied, and certain other subsidiaries of Federated, each filed
petitions for relief under Chapter 11, Title 11 of the United States Code
("Chapter 11"). In March 1990, Federated filed a petition for relief under
Chapter 11. Pursuant to the plans of reorganization for Federated and certain of
its subsidiaries, Ralphs Supermarkets, Inc. was formed to hold the outstanding
shares of common stock of Ralphs Grocery Company. On February 3, 1992, Holdings
III and Allied contributed their shares of Ralphs Grocery Company to Ralphs
Supermarkets, Inc. in exchange for the issuance by Ralphs Supermarkets, Inc. of
Ralphs Supermarkets, Inc. shares in the same proportion in Ralphs Grocery
Company shares were owned ("Internal Reorganization"). For financial reporting
purposes, this transaction was recorded at predecessor cost. For Federal tax
purposes, a new basis was established at Ralphs Supermarket, Inc. as more fully
described in Note 11.
Under the plans of reorganization for Federated, Holdings III and certain
other subsidiaries of Federated (the "FSI Plan"), all Ralphs Supermarkets, Inc.
shares of common stock held by Holdings III were to be distributed to certain
creditors of Federated and Holdings III, including The Edward J. DeBartolo
Corporation ("EJDC"), Bank of Montreal ("BMO"), Banque Paribas ("BP") and Camdev
Properties Inc. ("Camdev"), and Federated. The FSI Plan was confirmed by the
Bankruptcy Court in January 1992 and was consummated on February 3, 1992. Under
the plan of reorganization of Allied and certain affiliates including Federated
Department Stores, Inc. (the "Allied-Federated Plan"), a portion of Allied's
Holding Company shares were to be distributed to BMO and BP. The
Allied-Federated Plan was confirmed by the Bankruptcy Court in January 1992 and
was consummated shortly after the FSI Plan.
Thus, following consummation of both the FSI Plan and the Allied-Federated
Plan and the transfer on July 19, 1993 of the shares of common stock in Ralphs
Supermarkets, Inc. held by Federated Stores, Inc. to Camdev, the approximate
ownership of Ralphs Supermarkets, Inc. is as follows:
<TABLE>
<CAPTION>
APPROXIMATE PERCENT
OWNERSHIP OF RALPHS
SUPERMARKETS, INC.
COMMON STOCK
AS OF JULY 19, 1993
----------------------------
<S> <C>
EJDC................................................ 60.4%
BMO................................................. 10.1%
BP.................................................. 10.1%
Camdev.............................................. 12.8%
Federated Department Stores, Inc. (as successor by
merger to Allied)................................. 6.6%
</TABLE>
Pursuant to certain agreements entered into contemporaneously with the
effectiveness of the FSI Plan and the Allied-Federated Plan, certain income tax
liabilities of Ralphs Grocery Company, Federated, Allied, Federated Department
Stores, Inc. and other affiliates have been settled with the Internal Revenue
Service. In addition, Ralphs Grocery Company and certain affiliates including
Federated Department Stores, Inc., Allied and Federated (the "Affiliated Group")
entered into an agreement (the "Tax Indemnity Agreement") pursuant to which
Federated Department Stores, Inc. agreed to pay certain tax liabilities, if any,
relating to Ralphs Grocery Company being a member of the Affiliated Group. The
Tax Indemnity Agreement provides a formula to determine the amount of additional
tax liabilities through February 3, 1992 that Ralphs Grocery
F-7
<PAGE> 146
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company would be obligated to pay the Affiliated Group. However, such additional
liability, if any, is limited to $10 million subject to certain adjustments.
Under the Tax Indemnity agreement, both Ralphs Supermarkets, Inc. and
Ralphs Grocery Company have agreed to pay Federated Department Stores, Inc. $1
million annually for each of five years starting on February 3, 1992, and an
additional $5 million on February 3, 1997. These total payments of $10 million
have been recorded in the consolidated financial statements at February 2, 1992.
The five $1 million installments are to be paid by Ralphs Grocery Company and
the $5 million is the joint obligation of both Ralphs Supermarkets, Inc. and
Ralphs Grocery Company. Also, in the event Federated Department Stores, Inc. is
required to pay certain tax liabilities on behalf of Ralphs Grocery Company,
both Ralphs Supermarkets, Inc. and Ralphs Grocery Company have agreed to
reimburse Federated Department Stores, Inc. up to an additional $10 million,
subject to certain adjustments. This additional obligation is the joint and
several obligation of both Ralphs Supermarkets, Inc. and Ralphs Grocery Company.
The $5 million payment and the potential $10 million payment may be paid, at the
option of both Ralphs Supermarkets, Inc. and Ralphs Grocery Company, in cash or
newly issued Ralphs Supermarkets, Inc. Common Stock.
In connection with the consummation of the FSI Plan and the
Allied-Federated Plan, Ralphs Grocery Company and certain parties entered into
an agreement (the "Comprehensive Settlement Agreement") pursuant to which the
parties thereto, among other things, agreed to deliver releases to the various
parties to the Comprehensive Settlement Agreement as well as certain additional
parties. Under the Comprehensive Settlement Agreement, Ralphs Grocery Company
received general releases from Allied, Federated, Federated Department Stores,
Inc. and certain other affiliates which released it from any and all claims
which could have been asserted by the parties thereto prior to the effective
dates of FSI Plan and the Allied-Federated Plan other than for claims arising
under the Comprehensive Settlement Agreement, the FSI Plan, the Allied-Federated
Plan and the Tax Indemnity Agreement.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
These consolidated financial statements present the statements of financial
position of Ralphs Supermarkets, Inc. and subsidiary as of January 31, 1993,
January 30, 1994 and January 29, 1995 and the results of their operations and
their cash flows for the three years then ended. Ralphs Grocery Company is
deemed to be the predecessor entity of Ralphs Supermarkets, Inc. For purposes of
these consolidated financial statements Ralphs Supermarkets, Inc. and Ralphs
Grocery Company will be collectively referred to as "Ralphs".
(b) Reporting Period
Ralphs' fiscal year ends on the Sunday closest to January 31. Fiscal
year-ends are as follows:
January 31, 1993 (Fiscal 1992)
January 30, 1994 (Fiscal 1993)
January 29, 1995 (Fiscal 1994)
(c) Cash and Cash Equivalents
For purposes of the statements of cash flows, Ralphs considers all highly
liquid debt instruments with original maturities of three months or less to be
cash equivalents.
F-8
<PAGE> 147
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(d) Inventories
Inventories are stated at the lower cost or market. Cost is determined
primarily using the last-in, first-out (LIFO) method. The replacement cost of
inventories exceeded the LIFO inventory cost by $15.5 million and $17.6 million
at January 30, 1994 and January 29, 1995, respectively.
(e) Property, Plant and Equipment
Property, plant and equipment are stated at cost. Property and equipment
held under capital leases are stated at the present value of the minimum lease
payments at the inception of the lease.
Depreciation of plant and equipment is calculated using the straight-line
method over the estimated useful lives of assets. Plant and equipment held under
capital leases and leasehold improvements are amortized using the straight-line
method over the shorter of the lease term or the estimated useful life of the
asset. Useful lives range from 10 to 40 years for buildings and improvements and
3 to 20 years for fixtures and equipment.
Interest is capitalized in connection with the construction of major
facilities. The capitalized interest is recorded as part of the asset to which
it relates and is amortized over the asset's estimated useful life. Interest
cost capitalized during fiscal 1992, 1993 and 1994 was $1.074 million, $.740
million and $.324 million, respectively.
(f) Deferred Debt Issuance Costs
Direct costs incurred as a result of financing transactions are capitalized
and amortized over the terms of the applicable debt agreements using the
effective interest method.
(g) Pre-opening Costs
Pre-opening costs of new stores are deferred and expensed at the time the
store opens. If a new store is ultimately not opened, the costs are expensed
directly to selling, general and administrative expense at the time it is
determined that the store will not be opened.
(h) Self Insurance Reserves
Ralphs is self-insured for a portion of workers' compensation, general
liability and automobile accident claims. Ralphs establishes reserve provisions
based on an independent actuary's review of claims filed and an estimate of
claims incurred but not yet filed.
(i) Excess of Cost Over Net Assets Acquired
The excess of cost over net assets acquired, resulting from the May 3, 1988
acquisition of Ralphs is being amortized using the straight-line method over 40
years. Ralphs assesses the recoverability of this intangible asset by
determining whether the amortization of the asset balance over its remaining
life can be recovered through projected undiscounted operating income (including
interest, depreciation and all amortization expense except amortization of
excess of cost over net assets acquired) over the remaining amortization period
of the excess of cost over net assets acquired. The amount of excess of cost
over net assets acquired impairment, if any, is measured based on projected
discounted future results using a discount rate reflecting Ralphs' average cost
of funds. Accumulated amortization aggregated $63.4 million and $74.4 million at
January 30, 1994 and January 29, 1995, respectively.
F-9
<PAGE> 148
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(j) Acquired Leases
Beneficial lease rights and lease valuation reserves are recorded as the
net present value of the differences between contractual rents under existing
lease agreements and fair value of entering such lease agreements as of the May
3, 1988 acquisition of Ralphs. All beneficial lease rights and lease valuation
reserves arose solely as a result of the May 3, 1988 acquisition. Adjustments to
the carrying value of these assets would typically occur only through additional
business combinations or in the event of early lease termination. Beneficial
lease rights are amortized using the straight-line method over the terms of the
leases. Lease valuation reserves are amortized using the interest method over
the terms of the leases.
(k) Discounts and Promotional Allowances
Promotional allowances and vendor discounts are recorded as a reduction of
cost of sales in the accompanying statements of operations. Allowance proceeds
received in advance are deferred and recognized over the period earned.
(l) Income Taxes
Through February 2, 1992, Ralphs operated under a tax-sharing agreement
with Federated and was included in the consolidated Federal tax returns of
Federated. Through January 28, 1990, Ralphs was included in the combined state
tax returns of Federated; however, Ralphs filed separate state tax returns
subsequent to January 28, 1990. Under the tax-sharing agreement, tax-sharing
payments were made to Federated based on the amount that Ralphs would be liable
for had Ralphs filed separate tax returns, taking into account applicable
carryback and carryforward provision of the tax laws.
Subsequent to February 2, 1992, Ralphs is responsible for filing tax
returns with the Internal Revenue Service and state taxing authorities. Prior to
February 3, 1992 Ralphs paid alternative minimum tax to Federated under its tax
sharing agreement. As a result of the Internal Reorganization, Ralphs will not
be entitled to offset its future Federal regular tax liability with the payments
made to Federated.
Effective for the fiscal year ended February 2, 1992, Ralphs adopted
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." At the date of adoption such change had no impact on the
consolidated financial results.
(m) Reclassification
Certain amounts in the accompanying financial statements have been
reclassified to conform to the current year's presentation.
(n) Consolidation Policy
The consolidated financial statements include the accounts of Ralphs
Supermarkets, Inc., and its wholly owned subsidiary, Ralphs Grocery Company, and
its wholly owned subsidiary, collectively referred to as the Company. All
material intercompany balances and transactions are eliminated in consolidation.
(o) Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
(i) Cash and short-term investments
The carrying amount approximates fair value because of the short
maturity of those instruments.
F-10
<PAGE> 149
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(ii) Long-term debt
The fair value of Ralphs' long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the
current rates offered to Ralphs for debt of the same remaining
maturities.
(iii) Interest Rate Swap Agreements
The fair value of interest rate swap agreements is the estimated
amount that Ralphs would receive or pay to terminate the swap
agreements at the reporting date, taking into account current
interest rates and the current credit-worthiness of the swap
counterparties.
(p) Advertising
The Company expenses the production costs of advertising the first time the
advertising takes place. Advertising expense was $17.5 million, $16.4 million
and $18.2 million in fiscal 1992, 1993 and 1994, respectively.
(q) Transaction Costs
In connection with the proposed merger, Ralphs has capitalized in other
assets approximately $2.3 million of transaction costs, principally attorney and
accounting fees. Upon completion of the merger these amounts will be
reclassified to excess of cost of net assets acquired and amortized accordingly.
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
JANUARY 30, JANUARY 29,
1994 1995
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Land................................................. $ 159,904 $ 161,725
Buildings and improvements........................... 191,179 199,133
Leasehold improvements............................... 161,341 170,430
Fixtures and equipment............................... 354,626 372,077
Capital leases....................................... 86,964 124,861
----------- -----------
954,014 1,028,226
Less: Accumulated depreciation....................... (312,746) (354,539)
Less: Accumulated capital lease amortization......... (39,371) (48,963)
----------- -----------
Property, plant and equipment, net................... $ 601,897 $ 624,724
========= =========
</TABLE>
(4) ACCRUED EXPENSES
Accrued expenses are summarized as follows:
<TABLE>
<CAPTION>
JANUARY 30, JANUARY 29,
1994 1995
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Accrued wages, vacation and sick leave............... $ 34,763 $ 43,766
Taxes other than income tax.......................... 11,084 10,055
Interest............................................. 11,090 8,670
Other................................................ 44,606 37,313
----------- -----------
$ 101,543 $ 99,804
========= =========
</TABLE>
F-11
<PAGE> 150
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(5) LONG-TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
JANUARY 30, JANUARY 29,
1994 1995
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
First mortgage notes payable in monthly
installments, commencing June 1, 1994 of $1.6
million including interest at an effective rate
of 9.651%; interest only payable monthly prior to
June 1, 1994. Final payment due June 1, 1999.
Secured by land and buildings with a net book
value of $188.8 million.......................... $ 178,013 $ 176,634
Notes payable in varying monthly installments
including interest ranging from 11.5% to 18.96%.
Final payment due through November 30, 1996.
Secured by equipment with a net book value of
$28.5 million.................................... 9,721 6,291
Capitalized lease obligations at interest rates
ranging from 7.25% to 14% maturing at various
dates through 2019 (note 6)...................... 61,150 89,084
Note payable to bank............................... 300,000 245,000
Initial Notes and Exchange Notes, 9% due 2003...... 150,000 150,000
Senior Subordinated Debentures, 10 1/4%, due
2002............................................. 300,000 300,000
----------- -----------
Total long-term debt............................... 998,884 967,009
Less current maturities............................ (70,975) (83,989)
----------- -----------
Long-term debt..................................... $ 927,909 $ 883,020
========= =========
</TABLE>
During the third quarter of 1992, the Company implemented a
recapitalization plan (the "Recapitalization Plan") which was completed during
the first quarter of 1993 by the Company's offering of $150.0 million aggregate
principal amount of its 9% Senior Subordinated notes due 2003 (the "Initial
Notes") in private placement under the Securities Act of 1933, as amended (the
"Securities Act"). The proceeds of the Initial Notes were used to (i) purchase
for cancellation of $60.0 million aggregate principal amount of the Company's
14% Senior Subordinated Debentures due 2000 (the "14% Subordinated Debentures")
from a noteholder who had made an unsolicited offer to sell such 14%
Subordinated Debentures, (ii) defease the remaining $38.1 million aggregate
principal amount of the 14% Subordinated Debentures, (iii) prepay $36.1 million
of borrowings under the Company's $350.0 million 1992 term loan facility entered
into as part of the Recapitalization Plan and (iv) pay fees and expenses
associated with such transactions and for other purposes. As part of a
registration rights agreement entered into with the initial purchasers of the
Initial Notes, the Company agreed to offer to exchange up to $150.0 million
aggregate principal amount of the Exchange Notes for all of the outstanding
Initial Notes (the "Exchange Offer"). The terms of the Exchange Notes are
substantially identical (including principal amount, interest rate and maturity)
in all respects to the terms of the Initial Notes except that the Exchange Notes
are freely transferable by the holders thereof (with certain exceptions) and are
not subject to any covenant upon the Company regarding registration under the
Securities Act. On June 24, 1993, the Company completed the Exchange Offer
exchanging $149.7 million aggregate principal amount of Exchange Notes for
Initial Notes ($.3 million of Initial Notes remain outstanding).
The note payable to bank and working capital line, under the 1992 Credit
Agreement, are secured by first priority liens on Ralphs' inventory and
receivables, servicemarks and registered trademarks, equipment (other than
equipment located at facilities subject to existing liens in favor of equipment
financiers) and after-acquired real property interests and all existing real
property interests (other than those that are subject to prior encumbrances) and
bears interest at the rates, as selected by Ralphs as follows: (i) 1 3/4% over
the prime
F-12
<PAGE> 151
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
rate, or (ii) 2 3/4% over the Eurodollar Rate. Interest calculated pursuant to
(i) above is payable quarterly, otherwise interest is payable quarterly or at
the selected borrowings option maturity. During the 52 weeks ended January 29,
1995, interest rates under these borrowings ranged from 5.9375% to 10.25%.
Ralphs is required to pay an annual administrative fee of $300,000 pursuant to
the 1992 Credit Agreement as well as a commitment fee of 0.5% on the average
daily amounts available for borrowing under the $120.0 million working capital
credit line.
The 1992 Credit Agreement, which includes a $350.0 million term loan and
$120.0 million working capital credit line, also supports up to $60.0 million of
letters of credit which reduce the available borrowings on the credit line. The
1992 Credit Agreement is subject to quarterly principal payment requirements,
which commenced on March 31, 1993, with payment in full on June 30, 1998. As of
January 29, 1995, $52.4 million of letters of credit and $51.5 million in
borrowings were outstanding, with $16.1 million available under the working
capital credit line.
In the fourth quarter of Fiscal 1992, Ralphs entered into an interest rate
cap agreement with an effective date of November 6, 1992 and a three-year
maturity. The interest rate cap agreement hedges the interest rate in excess of
6.5% LIBOR on $105.0 million principal amount against increases in short-term
rates. This agreement satisfies interest rate protection requirements under the
1992 Credit Agreement. In addition to the interest rate cap agreement, Ralphs
entered into an interest rate swap agreement on $150.0 million notional
principal amount. Under the interest rate swap agreement, Ralphs is required to
pay interest based on LIBOR at the end of each six month calculation period and
Ralphs will receive interest payments based on LIBOR at the beginning of each
six month calculation period. This interest rate swap agreement has a three-year
term expiring November 6, 1995. Ralphs is exposed to credit loss in the event of
nonperformance by the other party to the interest rate swap agreement. However,
Ralphs does not anticipate nonperformance by the counterpart.
The following details the impact of the hedging activity on the weighted
average interest rate for each of the last three fiscal years.
<TABLE>
<CAPTION>
WITH HEDGE WITHOUT HEDGE
---------- -------------
<S> <C> <C>
1992........................................ 10.52% 10.22%
1993........................................ 8.96% 8.96%
1994........................................ 9.37% 9.18%
</TABLE>
The Initial Notes and Exchange Notes are unsecured obligations of Ralphs
subordinated in right of payment to amounts due on the aforementioned senior
debt. Interest at 9% is payable each April 1 and October 1 through April 1,
2003, when the notes mature.
The 10 1/4% Senior Subordinated Debentures are unsecured obligations of
Ralphs subordinated in right of payment to amounts due on the senior debt.
Interest at 10 1/4% is payable each January 15 and July 15 through July 15,
2002, when the debentures mature.
The aforementioned debt agreements contain various restrictive covenants
pertaining to net worth levels, limitations on additional indebtedness and
capital expenditures, financial ratios and dividends. The 1992 Credit Agreement
requires Ralphs to reduce its working capital credit line to zero for 30
consecutive days annually. The current annual period extends from July 1 to June
30. The Company has not yet complied with this annual covenant. The Company
intends to either satisfy this covenant by June 30, 1995 or seek to obtain the
necessary waiver from its lenders, if such event of non-compliance ultimately
occurs but there is no assurance that such waiver will be granted, or, if
granted, will be on terms acceptable to the Company. At January 29, 1995, Ralphs
is in compliance with all its 1992 Credit Agreement restrictive covenants. The
Company currently anticipates that it may be out of compliance with certain
other maintenance covenants at the end of the second quarter of 1995. The
Company intends to seek the necessary waivers from its lenders should these
events of non-compliance ultimately occur, but there is no assurance that such
waivers will be granted, or, if granted, will be on terms acceptable to the
Company.
F-13
<PAGE> 152
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The aggregate maturities on long-term debt for each of the five years
subsequent to fiscal 1994 are as follows:
<TABLE>
<CAPTION>
(DOLLARS IN
THOUSANDS)
------------
<S> <C>
1995...................................................... $ 83,989
1996...................................................... 86,792
1997...................................................... 84,771
1998...................................................... 53,605
1999...................................................... 175,400
2000 and thereafter....................................... 482,452
------------
$967,009
========
</TABLE>
The estimated fair value of each class of financial instruments (where
practical), all held for non-trading purposes, is as follows in (000s):
<TABLE>
<S> <C>
Long-term debt............................................ $953,883
Interest rate swap agreement.............................. $ 1,252
Interest rate cap agreement............................... $ (366)
</TABLE>
(6) LEASES
Ralphs has leases for retail store facilities, warehouses and manufacturing
plants for periods up to 30 years. Generally, the lease agreements include
renewal options for five years each. Under most leases, Ralphs is responsible
for property taxes, insurance, maintenance and expense related to the lease
property. Certain store leases require excess rentals based on a percentage of
sales at that location. Certain equipment is leased by Ralphs under agreements
ranging from 3 to 15 years. The agreements usually do not include renewal option
provisions.
Minimum rental payments due under capital leases and operating leases
subsequent to fiscal 1994 are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES TOTAL
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
1995............................................... $ 21,640 $ 61,324 $ 82,964
1996............................................... 19,093 60,847 79,940
1997............................................... 18,288 58,182 76,470
1998............................................... 15,901 53,321 69,222
1999............................................... 11,784 52,839 64,623
2000 and thereafter................................ 53,959 373,021 426,980
-------- -------- --------
Total minimum lease payments....................... $140,665 $659,534 $800,199
======== ========
Less amounts representing interest................. (51,581)
--------
Present value of net minimum lease payments........ 89,084
Less current portion of lease obligations.......... (13,151)
--------
Long-term capital lease obligations................ $ 75,933
========
</TABLE>
F-14
<PAGE> 153
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Total rent expense is summarized as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Capital Leases
Contingent rental............................. $ 2,443 $ 2,241 $ 2,256
Rentals from subleases........................ (2,144) (2,048) (1,734)
Operating Leases
Minimum rentals............................... 49,001 54,965 55,906
Contingent rentals............................ 5,058 3,645 3,763
Rentals from subleases........................ (1,123) (1,150) (1,791)
----------- ----------- -----------
$53,235 $57,653 $58,400
======== ======== ========
</TABLE>
(7) SELF-INSURANCE
Ralphs is a qualified self-insurer in the State of California for worker's
compensation and for automobile liability. For fiscal 1992, 1993 and 1994 self
insurance loss provisions amounted to (in thousands) $25,950, $30,323 and
$14,003, respectively. Ralphs discounts self-insurance liabilities using an 8%
discount rate for all years presented. Management believes that this rate
approximates the time value of money over the anticipated payout period
(approximately 8 years) for essentially risk free investments.
Based on a review of modifications in its workers compensation and general
liability insurance programs, Ralphs adjusted its self-insurance costs during
Fiscal 1994, resulting in a reduction in the loss provision in Fiscal 1994 of
approximately $18.9 million.
Ralphs' historical self-insurance liability for the previous two fiscal
years is as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS
ENDED ENDED
JANUARY JANUARY
30, 29,
1994 1995
-------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Self-insurance liability..................................... $ 97,864 $ 87,830
Less: Discount............................................... (17,854) (15,324)
-------- --------
Net self-insurance liability................................. $ 80,010 $ 72,506
======== ========
</TABLE>
The Company expects that cash payments for claims over the next five years
will aggregate approximately $28 million in fiscal year 1995, $19 million in
fiscal year 1996, $13 million in fiscal year 1997, $8 million in fiscal year
1998 and $7 million in fiscal year 1999.
(8) COMMITMENTS AND CONTINGENCIES
In December 1992, three California state antitrust class action suits were
commenced in Los Angeles Superior Court against Ralphs and other major
supermarket chains located in Southern California, alleging that they conspired
to refrain from competing in the retail market for fluid milk and to fix the
retail price of fluid milk above competitive prices. Specifically, class actions
were commenced by Diane Barela and Neila Ross, Ron Moliare and Paul C. Pfeifle
on December 7, December 14, and December 23, 1992, respectively. The Court has
yet to certify any of these classes. A demurrer to the complaints was denied.
Notwithstanding that it believes there is no merit to these cases, Ralphs had
reached an agreement in principle to settle them.
F-15
<PAGE> 154
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
However, no settlement agreement has been signed. The Company does not believe
that the resolution of these cases will have a material adverse effect on its
future financial condition. Any settlement would be subject to court approval.
On March 25, 1991, George A. Koteen Associates, In. ("Koteen Associates")
commenced an action in San Diego Superior Court alleging that Ralphs breached an
alleged utility rate consulting agreement. In December 1992, a jury returned a
verdict of approximately $4.9 million in favor of Koteen Associates and in March
1993, attorney's fees and certain other costs were awarded to the plaintiff.
Ralphs has appealed the judgment and fully reserved in Fiscal 1992 against an
adverse ruling by the appellate courts.
In April 1994, Ralphs was served with a complaint filed by over 240 former
employees at Ralphs' bakery in the Atwater district of Los Angeles (the "Bakery
Plaintiffs"). The action was commenced in the United States District Court for
the Central District of California, and, among other claims, the Bakery
Plaintiffs alleged that Ralphs breached its collective bargaining agreement and
violated the Workers Adjustment Retraining Notification Act (the "WARN Act")
when it downsized and subsequently closed the bakery. In their complaint, the
Bakery Plaintiffs are seeking damages for lost wages and benefits as well as
punitive damages. The Bakery Plaintiffs also named Ralphs and two of its
management employees in fraud, conspiracy and emotional distress causes of
action. In addition, the Bakery Plaintiffs sued their union local for breach of
its duty of fair representation and other alleged misconduct, including fraud
and conspiracy. The defendants have answered the complaint and discovery is
ongoing. Trial is set for February, 1996, and Ralphs is vigorously defending
this suit. Management believes, based on its assessment of the facts, that the
resolution of this case will not have a material effect on the Company's
financial position or results of operations.
In addition, Ralphs is a defendant in a number of other cases currently in
litigation or potential claims encountered in the normal course of business
which are being vigorously defended. In the opinion of management, the
resolutions of these matters will not have a material effect on Ralphs'
financial position or results of operations.
Environmental Matters
In January 1991, the California Regional Water Quality Control Board for
the Los Angeles Region (the "Regional Board") requested that Ralphs conduct a
subsurface characterization of Ralphs' Atwater property. This request was part
of an ongoing effort by the Regional Board, in connection with the U.S.
Environmental Protection Agency (the "EPA"), to identify contributors to
groundwater contamination in the San Fernando Valley. Significant parts of the
San Fernando Valley, including the area where Ralphs' Atwater property is
located, have been designated federal Superfund sites requiring response actions
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, because of regional groundwater contamination. On June 18,
1991, the EPA made its own request for information concerning the Atwater
property. Since that time, the Regional Board has requested further
investigation by Ralphs. Ralphs has conducted the requested investigations and
has reported the results to the Regional Board. Approximately 25 companies have
entered into a Consent Order (EPA Docket No. 94-11) with the EPA to investigate
and design a remediation system for contaminated groundwater beneath an area
which includes the Atwater property. Ralphs is not a party to the Consent Order,
but is cooperating with requests of the subject companies to allow installation
of monitoring or recovery wells on Ralphs' property. Based upon available
information, management does not believe this matter will have a material
adverse effect on the Company's financial condition or results of operations.
Ralphs has removed underground storage tanks and remediated soil
contamination at the Atwater property. In some instances the removals and the
contamination were associated with grocery business operations, in others they
were associated with prior property users. Although the possibility of other
contamination from prior operations or adjacent properties exists at the Atwater
property, management does not believe that the costs of remediating such
contamination will be material to the Company.
F-16
<PAGE> 155
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Apart from the Atwater property, the Company has recently had environmental
assessments performed on a significant portion of its facilities, including
warehouse and distribution facilities. The Company believes that any responsive
actions required at the examined properties as a result of such assessments will
not have a material adverse effect on its financial condition or results of
operations.
Ralphs has incurred approximately $4.5 million in non-recurring capital
expenditures for conversion of refrigerants during 1994. Other than these
expenditures, Ralphs has not incurred material capital expenditures for
environmental controls during the previous three years, nor does management
anticipate incurring such expenditures during the current fiscal year or the
succeeding fiscal year.
Ralphs is subject to a variety of environmental laws, rules, regulations
and investigative or enforcement activities, as are other companies in the same
or similar business. The Company believes it is in substantial compliance with
such laws, rules and regulations. These laws, rules, regulations and agency
activities change from time to time, and such changes may affect the ongoing
business and operations of the Company.
(9) REDEEMABLE PREFERRED STOCK
Ralphs' non-voting preferred stock consisted of 10,000,000 shares of
authorized $.01 par value preferred stock. At February 3, 1991 and February 2,
1992, 170,000 shares of Class A Preferred Stock and 130,000 shares of Class B
Preferred Stock were issued and outstanding. All of the outstanding shares of
preferred stock were redeemed by Ralphs during February 1992 at their initial
issuance price of $3.0 million.
(10) EQUITY APPRECIATION RIGHTS PLANS
Effective August 26, 1988, Ralphs adopted an Equity Appreciation Plan
("1988 Plan"), whereby certain officers received equity rights representing, in
aggregate, the right to receive 15% of the increase in the appraised value (as
defined in the 1988 Plan) of the Ralphs' equity over an initial value of $120.0
million. The 1988 Plan was amended in January 1992 by agreement among Ralphs and
the Equity Rights holders ("Amended Plan"). Ralphs accrued for the increase in
equity appreciation rights over the contractually defined vesting period (fully
accrued in fiscal 1991), based upon the maximum allowable contractual amount
which approximated ending appraised value.
Under the Amended Plan, all outstanding Equity Rights vested in full are no
longer subject to forfeiture by the holders, except in the event a holder's
employment is terminated for cause within the meaning of the Amended Plan. The
appraised value of Ralphs' equity is to be determined as of May 1 each year by
an investment banking company engaged for this purpose utilizing the methodology
specified in the Amended Plan (which is unchanged from that specified in the
1988 Plan); however, under the Amended Plan the appraised value of Ralphs'
equity for purposes of the plan may not be less than $400.0 million nor exceed
$517.0 million. The amount of equity rights redeemable at any given time is
defined in each holders' separate agreement. On exercise of an equity right, the
holder will be entitled to receive a pro rata percentage of any such increase in
appraised value. In addition, the Amended Plan provides for the possible
additional further payment to the holder of each exercised Equity Right of an
amount equal to the "Deferred Value" of such Equity Right as defined in the
Amended Plan. Ralphs did not incur any expense under the Equity Appreciation
Rights Plan in fiscal 1992, fiscal 1993 and fiscal 1994.
F-17
<PAGE> 156
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The amount of Equity Rights redeemable for each of the four years
subsequent to fiscal 1994 are as follows:
<TABLE>
<CAPTION>
(DOLLARS IN
THOUSANDS)
<S> <C>
1995...................................................... $ 6,669
1996...................................................... 12,389
1997...................................................... 3,636
1998...................................................... 10,150
-----------
$32,844
========
</TABLE>
(11) INCOME TAXES
Income tax expense (benefit) consists of the following:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Current
Federal...................................... $ 4,173 $ (2,424) $ 713
State........................................ -- 3,500 2,653
----------- ----------- -----------
$ 4,173 $ 1,076 $ 3,366
----------- ----------- -----------
Deferred
Federal...................................... $ -- $ (109,125) $(3,366)
State........................................ -- -- --
----------- ----------- -----------
$ -- $ (109,125) $(3,366)
----------- ----------- -----------
Total income tax expense (benefit)........... $ 4,173 $ (108,049) $ --
======== ========= ========
</TABLE>
Income tax expense (benefit) has been classified in the accompanying
statements of operations as follows:
<TABLE>
<CAPTION>
1992 1993 1994
------- --------- ---------
<S> <C> <C> <C>
Earnings before extraordinary items............. $ 8,346 $(108,049) $ --
Extraordinary item.............................. (4,173) -- --
------- --------- ---------
Net tax expense (benefit)....................... $ 4,173 $(108,049) $ --
======= ========= =========
</TABLE>
F-18
<PAGE> 157
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The differences between income tax expense and income taxes computed using
the top marginal U.S. Federal income tax rate of 34% for fiscal 1992 and of 35%
for fiscal 1993 and fiscal 1994 applied to earnings (loss) before income taxes
(including, in fiscal 1992, the extraordinary loss of $74.8 million) were as
follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Amount of expected expense (benefit) computed
using the statutory Federal rate............... $ (24,450) $ 10,611 $ 11,241
Utilization of financial operating loss........ -- (10,611) (11,241)
Amortization of excess cost over net assets
acquired.................................... 3,356 -- --
State income taxes, net of Federal income tax
benefit..................................... -- 3,500 2,653
Accounting limitation (recognition) of deferred
tax benefit................................. 20,041 (109,125) (3,366)
Alternative minimum tax........................ 4,173 625 --
Other, net..................................... 1,053 (3,049) 713
----------- ----------- -----------
Total income tax expense (benefit)..... $ 4,173 $ (108,049) $ --
========= ========= =========
</TABLE>
Ralphs' deferred tax assets, recorded under SFAS 109, were comprised of the
following:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS
ENDED ENDED
JANUARY 30, JANUARY 29,
1994 1995
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Deductible intangible assets................................. $ 56,000 $ 43,000
Net operating loss carryforward and tax credit............... 40,125 55,000
Self insurance accrual....................................... 43,000 25,000
Software basis difference and amortization................... -- --
Fees collected in advance.................................... -- 2,600
Property, plant and equipment basis difference and
depreciation............................................... 21,000 16,000
Equity appreciation rights................................... 16,000 11,000
Favorable lease basis differences............................ 16,000 16,000
State deferred taxes......................................... 17,000 19,000
Other........................................................ 40,000 51,103
----------- -----------
249,125 238,703
Less valuation allowance................................... (140,000) (126,212)
----------- -----------
Total.............................................. $ 109,125 $ 112,491
========= =========
</TABLE>
On October 15, 1992, Ralphs filed an election with the Internal Revenue
Service under Section 338(h)(10). Under this Section, Ralphs is required to
restate, for Federal tax purposes, its assets and liabilities to fair market
value as of February 3, 1992. The effect of this transaction is to record a new
Federal tax basis to reflect a change of control for Federal tax purposes
resulting from the Internal Reorganization. No change of control for financial
reporting purposes was affected.
In August, 1993, The Omnibus Budget Reconciliation Act of 1993 (the "Act")
was enacted. The Act increased the Federal income tax rate from 34 to 35 percent
for filers whose taxable income exceeded $10.0 million. In the current year, the
effect of the Federal income tax rate change was to increase the net
F-19
<PAGE> 158
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
deferred tax assets. In addition, the Act also provided for the deductibility of
certain intangibles, including costs in excess gross assets acquired.
The Act has significantly impacted the aggregate deferred tax asset
position of Ralphs at January 29, 1995. Ralphs elected to retroactively apply
certain provisions of the Act related to the February 3, 1992 change of control
for Federal tax purposes. As such, approximately $610.7 million in excess of
cost over net assets acquired became fully deductible for Federal tax purposes.
This amount is deductible over 15 years. This excess in the tax basis over the
financial statement basis of excess of cost over net assets acquired aggregated
$123.0 million at January 29, 1995.
During the year ended January 30, 1994, Ralphs recorded the incremental
impact of the Act on deductible temporary differences and increased its deferred
income tax assets by a net amount of $109.1 million. The decision to reduce the
valuation allowance was based upon several factors. Specific among them, was the
Company's completion of its restructuring plan which effectively reduced
estimated interest expense by approximately $9.0 as compared to the year ended
January 31, 1993. In addition, the January 31, 1993 operating results were
negatively effected by several charges including provisions for restructuring,
legal settlements and a loss on retirement of debt all aggregating approximately
$90 million on a pre-tax basis.
Although there can be no assurance as to future taxable income, the Company
believes that, based upon the above mentioned events, as well as the Company's
expectation of future taxable income, it is more likely than not that the
recorded deferred tax asset will be realized. In order to realize the net
deferred tax asset currently recorded, Ralphs will need to generate sufficient
future taxable income, assuming current tax rates, of approximately $320.0
million.
At January 29, 1995, the Company has Federal net operating loss (NOL)
carryforwards of approximately $162.0 million and Federal and state Alternative
Minimum Tax Credit carryforwards of approximately $2.1 million which can be used
to offset Federal taxable income and regular taxes payable, respectively. The
NOL carryforwards begin expiring in 2008.
During the past three fiscal years, the Company has generated Federal
taxable losses of approximately $162.0 million versus financial pre-tax earnings
of approximately $65.2 million for the same periods. These differences result
principally from excess tax versus financial amortization on certain intangible
assets (excess of cost over net assets acquired), as well as several other
originating temporary differences.
(12) EMPLOYEE BENEFIT PLANS
Ralphs has a defined benefit pension plan covering substantially all
employees not already covered by collective bargaining agreements with at least
one year of credit service (defined at 1,000 hours). Ralphs' policy is to fund
pension costs at or above the minimum annual requirement.
On February 23, 1990, the Company adopted a Supplemental Executive
Retirement Plan covering certain key officers of Ralphs. The Company has
purchased split dollar life insurance policies for participants under this plan.
Under certain circumstances, the cash surrender value of certain split dollar
life insurance policies will offset Ralphs obligations under the Supplemental
Executive Retirement Plan.
During the second quarter of 1994, the Company approved and adopted a new
non-qualified retirement plan, the Ralphs Grocery Company Retirement
Supplemental Plan ("Retirement Supplement Plan") effective January 1, 1994 and
amended the existing Supplemental Executive Retirement Plan effective April 9,
1994. These changes to the retirement plans were made pursuant to the enactment
of the 1993 Omnibus Budget Reconciliation Act.
F-20
<PAGE> 159
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
At January 29, 1995, the Company recorded a $4.0 million additional minimum
liability in offsetting intangible asset to reflect the changes in the new and
amended plans.
Under the provisions of the Retirement Supplement Plan, participants are
entitled to receive benefits based on earnings over the indexed amount of
$150,000.
The following actuarially determined components were included in the net
pension expense:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Service cost...................................... $ 2,076 $ 2,228 $ 2,901
Interest cost on projected benefit obligation..... 2,471 2,838 3,821
Actual return on assets........................... (2,794) (2,695) (1,447)
Net amortization and deferral..................... 237 (46) (1,100)
----------- ----------- -----------
Net pension expense............................. $ 1,990 $ 2,325 $ 4,175
======== ======== ========
</TABLE>
The funded status of Ralphs' pension plan, (based on December 31, 1993 and
1994 asset values), is as follows:
<TABLE>
<CAPTION>
JANUARY 30, JANUARY 29,
1994 1995
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Assets Exceed Accumulated Benefits:
Actuarial present value of benefit obligations:
Vested benefit obligation................................... $29,659 $31,621
Accumulated benefit obligation.............................. 29,950 31,856
Projected benefit obligation................................ 42,690 45,246
Plan assets at fair value................................... 32,968 38,179
----------- -----------
Projected benefit obligation in excess of Plan Assets......... (9,722) (7,067)
Unrecognized net gain......................................... 4,567 3,611
Unrecognized prior service cost............................... (1,778) (1,659)
Unrecognized net asset........................................ -- --
----------- -----------
Accrued pension cost........................................ $(6,933) $(5,115)
======== ========
Accumulated Benefits Exceed Assets:
Actuarial present value of benefit obligations:
Vested benefit obligation................................... 2,982
Accumulated benefit obligation.............................. 2,982
Projected benefit obligation................................ 7,102
Plan assets at fair value................................... --
-----------
Projected benefit obligation in excess of plan assets......... (7,102)
Unrecognized net gain......................................... (229)
Unrecognized prior service cost............................... 8,354
Adjustment required to recognized minimum liability........... (4,005)
-----------
Accrued pension cost........................................ $(2,982)
========
</TABLE>
The accrued pension cost for accumulated benefits that exceeded assets at
January 30, 1994 was immaterial to the consolidated financial statements.
F-21
<PAGE> 160
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Service costs for fiscal 1992 and 1993 were calculated using a discount
rate of 8.5% and a rate of increase in future compensation levels of 6%. The
1994 discount rate and the rate of increase in future compensation levels were
reduced to 7.75% and 5.0%, respectively, to reflect the decline in interest
rates in 1994. The discount rate will be increased to 8.25% in 1995 in order to
reflect the increase in the current long-term interest rate. A long-term rate of
return on assets of 9% was used for fiscal 1992, 1993 and 1994.
The pension plan assets consist primarily of common stocks, bonds, debt
securities, and a money market fund. Plan benefits are based primarily on years
of service and on average compensation during the last years of employment.
Ralphs participates in multi-employer pension plans and health and welfare
plans administered by various trustees for substantially all union employees.
Contributions to these plans are based upon negotiated contractual rates. In
both Fiscal 1992 and Fiscal 1993 the multi-employer pension plan was deemed to
be overfunded based upon the collective bargaining agreement then currently in
force. During Fiscal 1993 the agreement called for pension benefits which
resulted in additional required expense. The UFCW health and welfare benefit
plans were overfunded and those employers who contributed to these plans
received a prorata share of excess reserve in these health care benefit plans
through a reduction in current maintenance payments. Ralphs' share of the excess
reserve was approximately $24.5 million of which $11.8 million was recognized in
Fiscal 1993 and the remainder, $12.7 million, was recognized in Fiscal 1994.
Since employers are required to make contributions to the benefit funds at
whatever level is necessary to maintain plan benefits, there can be no assurance
that plan maintenance payments will remain at current levels.
The expense related to these plans is summarized as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Multi-employer pension plans.............. $ 7,973 $17,687 $ 8,897
======== ======== ========
Multi-employer health and welfare......... $71,183 $45,235 $66,351
======== ======== ========
</TABLE>
Ralphs maintains the Ralphs Grocery Company Savings Plan Plus--Prime and
the Ralphs Grocery Savings Plan Plus -- Basic (collectively referred to as the
"401(k) Plan") covering substantially all employees who are not covered by
collective bargaining agreements and who have at least one year of credited
service (defined at 1,000 hours). The 401(k) Plan provided for both pre-tax and
after-tax contributions by participating employees. With certain limitations,
participants may elect to contribute from 1% to 12% of their annual compensation
on a pre-tax basis to the Plan. Ralphs has committed to match a minimum of 20%
of an employee's contribution to the 401(k) Plan that do not exceed 5% of the
employee's compensation. Expenses under the 401(k) Plan for fiscal 1992, 1993
and 1994 were $407,961, $431,774 and $446,826, respectively.
Ralphs has an executive incentive compensation plan which covers
approximately 39 key employees. Benefits to participants are earned based on a
percentage of base compensation upon attainment of a targeted formula of
earnings. Expense under this plan for fiscal 1992, 1993 and 1994 was $2.5
million, $2.6 million and $2.4 million, respectively. Ralphs has also adopted an
incentive plan for certain members of management. Benefits to participants are
earned based on a percentage of base compensation upon attainment of a targeted
formula of earnings. Expense under this plan for fiscal 1992, 1993 and 1994 was
$2.8 million, $3.0 million and $3.1 million, respectively.
The aforementioned incentive plans may be cancelled by the Board of
Directors at any time.
F-22
<PAGE> 161
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Ralphs sponsors a postretirement medical benefit plan (Postretirement
Medical Plan) covering substantially all employees who are not members of a
collective bargaining agreement and who retire under certain age and service
requirements.
The Postretirement Medical Plan is a traditional type medical plan
providing outpatient, inpatient and various other covered services. Such
benefits are funded from Ralphs' general assets. The calendar year deductible is
$1,270 per individual, indexed to the Medical Consumer Price Index.
The net periodic cost of the Postretirement Medical Plan includes the
following components:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Service cost.............................. $ 1,908 $ 1,767 $ 1,396
Interest cost............................. 1,367 1,603 1,387
Return on plan assets..................... -- -- --
Net amortization and deferral............. -- -- (228)
----------- ----------- -----------
Net postretirement benefit cost......... $ 3,275 $ 3,370 $ 2,555
</TABLE>
The funded status of the postretirement benefit plan is as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS
ENDED ENDED
JANUARY 30, JANUARY 29,
1994 1995
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees.............................................. $ 1,237 $ 1,303
Fully eligible plan participants...................... 357 1,499
Other active plan participants........................ 16,062 10,289
Plan assets at fair value............................. -- --
----------- -----------
Funded status......................................... (17,656) (13,091)
Plan assets in excess of projected obligations........ -- --
Unrecognized gain (loss).............................. 6,302 13,676
Unrecognized prior service cost....................... -- (358)
----------- -----------
Accrued postretirement benefit obligation............. $ (23,958) $ (26,409)
======== ========
</TABLE>
Service cost was calculated using a medical cost trend of 10.5% for fiscal
1992. Service cost was calculated using a medical cost trend of 10.5% and a
decreasing medical cost trend rate of 14%-8% for 1993 and 1994 respectively. The
discount rate for 1993 was 8.5% and was reduced to 7.75% in 1994 to reflect the
decline in interest rates in 1994. In 1995, the discount rate will increase to
8.25% in order to reflect the increase in the current long-term interest rate.
The long-term rate of return of plan assets is not applicable as the plan is not
funded.
The effect of a one-percent increase in the medical cost trend would
increase the fiscal 1994 service and interest cost to 18%. The accumulated
postretirement benefit obligation at January 29, 1995 would also increase by
27%.
F-23
<PAGE> 162
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(13) QUARTERLY RESULTS (UNAUDITED)
Quarterly results for fiscal 1993 and 1994 are as follows:
<TABLE>
<CAPTION>
GROSS OPERATING INCOME NET
SALES PROFIT INCOME TAXES EARNINGS
------- ------ --------- ------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
FY 1993 Quarters
12 weeks ended 04/25/93......................... $ 632.4 $142.4 $ 31.4 $ 1.0 $ 3.9
12 weeks ended 07/18/93......................... 629.0 145.2 36.8 (1.0) 12.9
12 weeks ended 10/10/93......................... 612.8 141.5 31.7 -- 7.0
16 weeks ended 01/30/94......................... 856.0 207.4 52.2 (108.0) 114.6
------- ------ --------- ------- --------
Total................................... $2,730.2 $636.5 $ 152.1 $(108.0) $138.4
======= ====== ======= ======= ======
FY 1994 Quarters
12 weeks ended 04/24/94......................... $ 616.0 $141.7 $ 34.1 $ -- $ 8.4
12 weeks ended 07/17/94......................... 625.0 142.9 32.9 -- 7.2
12 weeks ended 10/09/94......................... 615.4 138.8 30.8 -- 4.3
16 weeks ended 01/29/95......................... 868.2 200.2 47.8 -- 12.2
------- ------ --------- ------- --------
Total................................... $2,724.6 $623.6 $ 145.6 $ -- $ 32.1
======= ====== ======= ======= ======
</TABLE>
(14) SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JANUARY 31, JANUARY 30, JANUARY 29,
1993 1994 1995
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized................... $ 118,391 $93,738 $99,067
Income taxes paid........................................... $ 7,169 $ 2,423 $ 6,270
Capital lease assets and obligations assumed................ $ -- $15,395 $41,131
</TABLE>
(15) STOCK OPTION PLAN
On February 3, 1992, 3,162,235 options for Common Stock of the Company were
granted under the Ralphs Non-qualified Stock Option Plan. All options were
vested, but not exercisable, on the date of the grant. Options granted to
certain officers become exercisable at the rate of 20% on each September 30 of
calendar years 1992 through 1996. Options granted to other officers become
exercisable as to 10% of the grant on each of September 30, 1992 and 1993, 15%
on each of September 30, 1994 through September 30, 1997, and 20% on September
20, 1998.
F-24
<PAGE> 163
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes the Ralphs Non-qualified Stock Option Plan.
<TABLE>
<CAPTION>
NUMBER OF PRICE
OPTIONS RANGE
--------- ------
<S> <C> <C>
Options Outstanding at January 30, 1994:
Beginning of year............................................. 3,162,235 $20.21
Granted....................................................... -- --
Exercised..................................................... -- --
Cancelled..................................................... -- --
Expired....................................................... -- --
End of year................................................ 3,162,235 $20.21
--------- ------
Exercisable at end of year...................................... 811,760 --
--------- ------
Available for grant at end of year.............................. -- --
--------- ------
Options Outstanding at January 29, 1995:
Beginning of year............................................. 3,162,235 $20.21
Granted....................................................... -- --
Exercised..................................................... -- --
Cancelled..................................................... -- --
Expired....................................................... -- --
End of year................................................ 3,162,235 $20.21
--------- ------
Exercisable at end of year...................................... 1,330,924 --
--------- ------
Available for grant at end of year.............................. -- --
--------- ------
</TABLE>
The option price for outstanding options at January 29, 1995 assumes a
grant date fair market value of Common Stock of the Company equal to $20.21 per
share, which represents the high end of a range of estimated values of the
Common Stock of the Company on February 3, 1992, the date of the grant.
(16) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The methods and assumptions used to estimate the fair value of each class
of financial instruments for which it is practicable to estimate that value is
discussed in Note 2.
The estimated fair value of each class of financial instruments (where
practical), all held for non-trading purposes, is as follows in (000s):
<TABLE>
<CAPTION>
JANUARY 30, 1994 JANUARY 29, 1995
----------------------- -----------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Long term debt................................ $998,884 $1,014,634 $967,009 $ 953,883
Interest rate swap agreements................. n/a 1,153 n/a 1,252
Interest rate cap agreements.................. n/a (19) n/a (366)
</TABLE>
In the fourth quarter of Fiscal 1992, Ralphs entered into an interest rate
cap agreement with an effective date of November 6, 1992 and a three year
maturity. The interest rate cap agreement hedges the interest rate in excess of
6.5% LIBOR on $105.0 million principal amount against increases in short-term
rates. This
F-25
<PAGE> 164
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
agreement satisfies interest rate protection requirements under the 1992 Credit
Agreement. In addition to the interest rate cap agreement, Ralphs entered into
an interest rate swap agreement on $150.0 million notional principal amount.
Under the interest rate swap agreement, Ralphs is required to pay interest based
on LIBOR at the end of each six month calculation period and Ralphs will receive
interest payments based on LIBOR at the beginning of each six month calculation
period. This interest rate swap agreement has a three-year term expiring
November 6, 1995. Ralphs is exposed to credit loss in the event of
nonperformance by the other party to the interest rate swap agreement. However,
Ralphs does not anticipate nonperformance by the counterpart.
The following details the impact of the hedging activity on the weighted
average rate for each of the last three fiscal years.
<TABLE>
<CAPTION>
WITH HEDGE WITHOUT HEDGE
---------- -------------
<S> <C> <C>
1992........................................................ 10.52% 10.22%
1993........................................................ 8.96% 8.96%
1994........................................................ 9.37% 9.18%
</TABLE>
(17) THE MERGER (UNAUDITED)
On September 14, 1994, Food 4 Less Supermarkets, Inc. ("Food 4 Less"), Food
4 Less Holdings, Inc. ("Holdings"), and the parent company of Holdings, Food 4
Less, Inc. ("FFL"), entered into a definitive Agreement and Plan of Merger (as
amended from time to time, the "Merger Agreement") with Ralphs Supermarkets,
Inc. (the "Holding Company") and its stockholders. Pursuant to the terms of the
Merger Agreement, Food 4 Less will be merged with and into Holding Company (the
"RSI Merger") and Holding Company will continue as the surviving corporation.
Food 4 Less is a multiple format supermarket operator that operates in three
geographic areas: Southern California, Northern California and certain areas of
the Midwest.
Immediately following the RSI Merger, Ralphs Grocery Company ('RGC"), which
is currently a wholly-owned subsidiary of Holding Company, will merge with and
into Holding Company (the "RGC Merger," and together with the RSI Merger, the
"Merger"), and Holding Company will change its name to Ralphs Grocery Company
(the "New Company"). Prior to the Merger, FFL will merge with and into Holdings,
which will be the surviving corporation (the "FFL Merger"). Immediately
following the FFL Merger, Holdings will change its jurisdiction of incorporation
by merging with a newly-formed, wholly-owned subsidiary ("New Holdings"),
incorporated in Delaware (the "Reincorporation Merger"). As a result of the
Merger, the FFL Merger and the Reincorporation Merger, the New Company will
become a wholly-owned subsidiary of New Holdings. Agreement has been reached
with each of the California Attorney General and the Federal Trade Commission
for approval of the Merger. Food 4 Less and Ralphs have agreed in a settlement
agreement with the Attorney General to divest 27 specific stores in Southern
California. Under the agreement, the Company must divest 14 stores by June 30,
1995, and the balance of 13 stores by December 31, 1995.
In order to consummate the Merger, Food 4 Less has made an Offer to
Exchange and Offer to Purchase and Solicit Consents with respect to the holders
of the 9% Senior Subordinated Notes (the "Old RGC 9% Notes") due April 1, 2003
of RGC and the 10 1/4% Senior Subordinated Notes due July 15, 2002 of RGC (the
"Old RGC 10 1/4% Notes," and together with the Old RGC 9% Notes, the "Old RGC
Notes") (i) to exchange (as so amended and restated, the "Exchange Offers") such
Old RGC Notes for New Senior Subordinated Notes due 2005 (the "New Notes") plus
a cash payment of $20.00 in cash for each $1,000 principal amount of Old RGC
Notes tendered for exchange or (ii) to purchase (the "Cash Offers," and together
with the Exchange Offers, the "Offers") Old RGC Notes for $1,010 in cash per
$1,000 principal amount of Old RGC Notes accepted for purchase, in each case,
plus accrued and unpaid interest to the date of exchange of purchase. The Offers
are subject to the terms and conditions set forth in an Amended and Restated
Prospectus
F-26
<PAGE> 165
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and Solicitation Statement, filed by Food 4 Less with the Securities and
Exchange Commission and which is subject to further change (the "Prospectus"),
including: (1) satisfaction of a minimum tender amount (i.e., at least a
majority of the aggregate principal amount of the outstanding Old RGC Notes
being validly tendered for exchange for New Notes and not withdrawn pursuant to
the Offers prior to the date of expiration); (2) the receipt of the requisite
consents to certain amendments to the indentures (the "Indentures") under which
the Old RGC Notes were issued (i.e., consents from holders of Old RGC Notes
representing at least a majority in aggregate principal amount of each issue of
Old RGC Notes held by persons other than Ralphs and its affiliates) on or prior
to the date of expiration; (3) the satisfaction or waiver, in Food 4 Less' sole
discretion, of all conditions precedent to the Merger; (4) the prior or
contemporaneous consummation of other exchange offers, consent solicitations and
public offerings contemplated by the Prospectus; and (5) the prior or
contemporaneous consummation of the bank financing and the equity investment
described in the Prospectus. As a result of the RSI Merger and the RGC Merger,
the New Notes and any outstanding Old RGC Notes not tendered in the Offers will
be the obligations of the New Company.
Conditions to the consummation of the RSI Merger include the receipt of
necessary consents and the completion of financing of the transaction. The
purchase price for Holding Company is approximately $1.5 billion, including the
assumption or repayment of debt. The consideration payable to the stockholders
of Holding Company consists of $375 million in cash, $131.5 million principal
amount of 13 5/8% Senior Subordinated Pay-in-Kind Debentures due 2007 to be
issued to the selling shareholders of Holding Company (the "Seller Debentures")
by New Holdings and $18.5 million initial accreted value of 13 5/8% Senior
Discount Debentures due 2005 (the "New Discount Debentures"). New Holdings will
use $100 million of the cash received from a new equity investment (the "New
Equity Investment"), together with the Seller Debentures and the New Discount
Debentures, to acquire approximately 48% of the capital stock of Holding Company
immediately prior to consummation of the RSI Merger. New Holdings will then
contribute the $250 million of purchased shares of Holding Company stock to Food
4 Less, and pursuant to the RSI Merger the remaining shares of Holding Company
stock will be acquired for $275 million in cash.
Standard & Poor's has publicly announced that, upon consummation of the
Merger, it intends to assign a new rating to the Old RGC Notes. Such new rating
assignment, if implemented, would constitute a Rating Decline pursuant to the
Indentures. The consummation of the Merger and the resulting change in
composition of the Board of Directors of RGC, together with the anticipated
Rating Decline, would constitute a Change of Control Triggering Event under the
Indentures. Although RGC does not anticipate that there will be a significant
amount of Old RGC Notes outstanding following consummation of the Exchange
Offers, upon such a Change of Control Triggering Event, the New Company would be
obligated to make the Change of Control Offer following the Merger for all
outstanding Old RGC Notes at 101% of the principal amount thereof plus accrued
and unpaid interest to the date of repurchase.
Due to the increased size, dual format strategy and integration related
costs, after giving effect to or in connection with the Merger, RGC believes
that its future operating results will not be directly comparable to the
historical operating results of RGC. Upon consummation of the Merger, the
operations and activities of RGC will be significantly impacted due to
conversions of some existing stores to Food 4 Less warehouse stores as well as
the consolidation of various operating functions and departments. This
consolidation is expected to result in a restructuring charge for the New
Company. The restructuring charge may be material in relation to the
stockholders' equity and financial position of RGC and the New Company.
Following the consummation of the Merger, the New Company will be highly
leveraged.
F-27
<PAGE> 166
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and
Stockholder of Food 4 Less Supermarkets, Inc.:
We have audited the accompanying consolidated balance sheets of Food 4 Less
Supermarkets, Inc. (a Delaware corporation) and subsidiaries (the Company) as of
June 26, 1993 and June 25, 1994 and January 29, 1995, and the related
consolidated statements of operations, stockholder's equity and cash flows for
the 52 weeks ended June 27, 1992, June 26, 1993 and June 25, 1994 and the 31
weeks ended January 29, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Food 4 Less
Supermarkets, Inc. and subsidiaries as of June 26, 1993, June 25, 1994 and
January 29, 1995, and the results of their operations and their cash flows for
the 52 weeks ended June 27, 1992, June 26, 1993 and June 25, 1994 and the 31
weeks ended January 29, 1995 in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Los Angeles, California
May 18, 1995
F-28
<PAGE> 167
FOOD 4 LESS SUPERMARKETS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
JUNE 26, JUNE 25, JANUARY 29,
1993 1994 1995
-------- -------- -----------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............................... $ 25,089 $ 32,996 $ 19,560
Trade receivables, less allowances of $1,919, $1,386 and
$1,192 at June 26, 1993, June 25, 1994 and January
29, 1995, respectively............................... 22,048 25,039 23,377
Notes and other receivables............................. 1,278 1,312 3,985
Inventories............................................. 191,467 212,892 224,686
Patronage receivables from suppliers.................... 2,680 2,875 5,173
Prepaid expenses and other.............................. 6,011 6,323 13,051
-------- -------- -----------
Total current assets............................ 248,573 281,437 289,832
INVESTMENTS IN AND NOTES RECEIVABLE FROM SUPPLIER
COOPERATIVES:
A.W.G................................................... 6,693 6,718 6,718
Certified and Other..................................... 6,657 5,984 5,686
PROPERTY AND EQUIPMENT:
Land.................................................... 23,912 23,488 23,488
Buildings............................................... 12,827 12,827 24,172
Leasehold improvements.................................. 81,049 97,673 110,020
Store equipment and fixtures............................ 129,178 148,249 157,607
Transportation equipment................................ 31,758 32,259 32,409
Construction in progress................................ 757 12,641 8,042
Leased property under capital leases.................... 77,553 78,222 82,526
Leasehold interests..................................... 93,863 93,464 96,556
-------- -------- -----------
450,897 498,823 534,820
Less: Accumulated depreciation and amortization......... 96,948 134,089 154,382
-------- -------- -----------
Net property and equipment........................... 353,949 364,734 380,438
OTHER ASSETS:
Deferred financing costs, less accumulated amortization
of $11,611, $17,083 and $20,496 at June 26, 1993,
June 25, 1994 and January 29, 1995, respectively..... 33,778 28,536 25,469
Goodwill, less accumulated amortization of $26,254,
$33,945 and $38,560 at June 26, 1993, June 25, 1994
and January 29, 1995, respectively................... 280,895 267,884 263,112
Other, net.............................................. 27,295 24,787 29,440
-------- -------- -----------
$957,840 $980,080 $ 1,000,695
======== ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
F-29
<PAGE> 168
FOOD 4 LESS SUPERMARKETS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
JUNE 26, JUNE 25, JANUARY 29,
1993 1994 1995
-------- -------- -----------
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable........................................ $140,468 $180,708 $ 190,455
Accrued payroll and related liabilities................. 40,319 42,805 42,007
Accrued interest........................................ 5,293 5,474 10,730
Other accrued liabilities............................... 40,467 53,910 65,279
Income taxes payable.................................... 2,053 2,000 293
Current portion of self-insurance liabilities........... 23,552 29,492 28,616
Current portion of long-term debt....................... 12,778 18,314 22,263
Current portion of obligations under capital leases..... 2,865 3,616 4,965
-------- -------- --------
Total current liabilities....................... 267,795 336,319 364,608
LONG-TERM DEBT............................................ 335,576 310,944 320,901
OBLIGATIONS UNDER CAPITAL LEASES.......................... 41,864 39,998 40,675
SENIOR SUBORDINATED DEBT.................................. 145,000 145,000 145,000
DEFERRED INCOME TAXES..................................... 22,429 14,740 17,534
SELF-INSURANCE LIABILITIES AND OTHER...................... 72,313 64,058 54,174
COMMITMENTS AND CONTINGENCIES............................. -- -- --
STOCKHOLDER'S EQUITY:
Cumulative convertible preferred stock, $.01 par value,
200,000 shares authorized and 50,000 shares issued at
June 26, 1993, June 25, 1994 and January 29, 1995
(aggregate liquidation value of $53.8 million, $62.2
million and $67.9 million at June 26, 1993, June 25,
1994 and January 29, 1995, respectively)............. 50,230 58,997 65,136
Common stock, $.01 par value, 1,600,000 shares
authorized and 1,519,632 shares issued at June 26,
1993, June 25, 1994 and January 29, 1995............. 15 15 15
Additional paid-in capital.............................. 107,650 107,650 107,650
Notes receivable from shareholders of parent............ (714) (586) (702)
Retained deficit........................................ (83,119) (94,586) (112,225)
-------- -------- --------
74,062 71,490 59,874
Treasury stock: 13,249 shares, 16,732 shares and 12,345
shares of common stock at June 26, 1993, June 25,
1994 and January 29, 1995, respectively.............. (1,199) (2,469) (2,071)
-------- -------- --------
Total stockholder's equity...................... 72,863 69,021 57,803
-------- -------- --------
$957,840 $980,080 $ 1,000,695
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
F-30
<PAGE> 169
FOOD 4 LESS SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
FIFTY-TWO FIFTY-TWO FIFTY-TWO THIRTY-TWO THIRTY-ONE
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1992 1993 1994 1994 1995
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
SALES....................................... $2,913,493 $2,742,027 $2,585,160 $1,616,720 $1,556,522
COST OF SALES (including purchases from
related parties of $277,812, $204,028,
$175,929, $108,264 (unaudited) and
$104,407 for the 52 weeks ended June 27,
1992, June 26, 1993, and June 25, 1994,
the 32 weeks ended February 5, 1994 and
the 31 weeks ended January 29, 1995,
respectively)............................. 2,392,655 2,257,835 2,115,842 1,317,216 1,294,147
----------- ----------- ----------- ----------- -----------
GROSS PROFIT................................ 520,838 484,192 469,318 299,504 262,375
SELLING, GENERAL, ADMINISTRATIVE AND OTHER,
NET....................................... 469,751 434,908 388,836 252,313 222,359
AMORTIZATION OF EXCESS COST OVER NET ASSETS
ACQUIRED.................................. 7,795 7,571 7,691 4,723 4,615
RESTRUCTURING CHARGE........................ -- -- -- -- 5,134
----------- ----------- ----------- ----------- -----------
OPERATING INCOME............................ 43,292 41,713 72,791 42,468 30,267
INTEREST EXPENSE:
Interest expense, excluding amortization
of deferred financing costs............ 63,907 64,831 62,778 38,800 38,809
Amortization of deferred financing
costs.................................. 6,304 4,901 5,472 3,368 3,413
----------- ----------- ----------- ----------- -----------
70,211 69,732 68,250 42,168 42,222
LOSS (GAIN) ON DISPOSAL OF ASSETS........... (1,364) (2,083) 37 60 (455)
PROVISION FOR EARTHQUAKE LOSSES............. -- -- 4,504 -- --
----------- ----------- ----------- ----------- -----------
LOSS BEFORE PROVISION FOR INCOME TAXES AND
EXTRAORDINARY CHARGES..................... (25,555) (25,936) -- 240 (11,500)
PROVISION FOR INCOME TAXES.................. 3,441 1,427 2,700 1,000 --
----------- ----------- ----------- ----------- -----------
LOSS BEFORE EXTRAORDINARY CHARGES........... (28,996) (27,363) (2,700) (760) (11,500)
EXTRAORDINARY CHARGES:
Loss on extinguishment of debt, net of
income tax benefit of $2,484........... 6,716 -- -- -- --
Gain on partially depreciated assets
replaced by insurance companies, net of
income tax expense of $702............. (1,898) -- -- -- --
----------- ----------- ----------- ----------- -----------
NET LOSS.................................... $ (33,814) $ (27,363) $ (2,700) $ (760) $ (11,500)
========== ========== ========== ========== ==========
PREFERRED STOCK ACCRETION................... -- 3,882 8,767 5,395 6,139
LOSS APPLICABLE TO COMMON SHARES............ $ (33,814) $ (31,245) $ (11,467) $ (6,155) $ (17,639)
========== ========== ========== ========== ==========
LOSS PER COMMON SHARE:
Loss before extraordinary charges......... $ (20.74) $ (21.52) $ (7.63) $ (4.09) $ (11.72)
Extraordinary charges..................... (3.45) -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss.................................. $ (24.19) $ (21.52) $ (7.63) $ (4.09) $ (11.72)
========== ========== ========== ========== ==========
Average Number of Common Shares
Outstanding............................ 1,397,939 1,452,184 1,503,828 1,504,172 1,504,425
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-31
<PAGE> 170
FOOD 4 LESS SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
FIFTY-TWO FIFTY-TWO FIFTY-TWO THIRTY-TWO THIRTY-ONE
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1992 1993 1994 1994 1995
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH PROVIDED (USED) BY OPERATING
ACTIVITIES:
Cash received from customers............. $ 2,913,493 $ 2,742,027 $ 2,585,160 $ 1,616,720 $ 1,556,522
Cash paid to suppliers and employees..... (2,752,442) (2,711,779) (2,441,353) (1,561,092) (1,507,523)
Interest paid............................ (56,234) (58,807) (56,762) (29,743) (33,553)
Income taxes (paid) refunded............. (4,665) 2,971 (247) 1,652 1,087
Interest received........................ 1,266 993 903 544 867
Other, net............................... 4,734 8,093 121 2,108 221
----------- ----------- ----------- ----------- -----------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES............................... 106,152 (16,502) 87,822 30,189 17,621
CASH PROVIDED (USED) BY INVESTING
ACTIVITIES:
Proceeds from sale of property and
equipment............................. 17,395 15,685 11,953 12,337 7,199
Payment for purchase of property and
equipment............................. (60,263) (53,467) (57,471) (29,090) (49,023)
Business acquisition costs, net of cash
acquired.............................. (27,563) -- (11,050) -- --
Receivable received from seller of
business acquired..................... 12,259 -- -- -- --
Other, net............................... (4,754) (18) 813 718 (797)
----------- ----------- ----------- ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES...... (62,926) (37,800) (55,755) (16,035) (42,621)
CASH PROVIDED (USED) BY FINANCING
ACTIVITIES:
Proceeds from issuance of long-term
debt.................................. 177,500 26,557 28 28 --
Net increase (decrease) in revolving
loan.................................. (23,900) 4,900 (4,900) 600 27,300
Payments of long-term debt............... (184,389) (14,319) (14,224) (10,571) (13,394)
Proceeds from the issuance of preferred
stock................................. -- 46,348 -- -- --
Proceeds from issuance of common stock,
net................................... 341 3,652 -- -- 269
Purchase (sale) of treasury stock, net... (313) (545) (1,192) (726) (57)
Payments of capital lease obligation..... (2,814) (2,840) (3,693) (1,791) (2,278)
Deferred financing costs and other....... (6,656) (8,839) (179) (161) (276)
----------- ----------- ----------- ----------- -----------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES............................... (40,231) 54,914 (24,160) (12,621) 11,564
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.............................. 2,995 612 7,907 1,533 (13,436)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD................... 21,482 24,477 25,089 25,089 32,996
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD......................... $ 24,477 $ 25,089 $ 32,996 $ 26,622 $ 19,560
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-32
<PAGE> 171
FOOD 4 LESS SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(DOLLARS IN THOUSANDS)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
FIFTY-TWO FIFTY-TWO FIFTY-TWO THIRTY-TWO THIRTY-ONE
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1992 1993 1994 1994 1995
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES:
Net loss................................ $(33,814) $(27,363) $ (2,700) $ (760) $(11,500)
Adjustments to reconcile net loss to net
cash provided (used) by operating
activities:
Depreciation and amortization........ 61,181 62,541 62,555 38,123 40,036
Extraordinary charge................. 4,818 -- -- -- 5,134
Restructuring charge................. -- -- -- -- --
Loss (gain) on sale of assets........ (1,364) (4,613) 65 60 (455)
Equity loss on investments in
supplier cooperative............... 472 207 -- -- --
Change in assets and liabilities, net
of effects from acquisition of
businesses:
Accounts and notes receivable...... (7,688) 17,145 (3,220) (2,139) (3,398)
Inventories........................ 202 17,697 (17,125) (10,254) (11,794)
Prepaid expenses and other......... (2,834) (6,163) (5,717) (6,701) (11,239)
Accounts payable and accrued
liabilities..................... 71,369 (83,286) 55,301 5,614 18,715
Self-insurance liabilities......... 15,034 2,935 (3,790) 3,594 (8,965)
Deferred income taxes.............. 2,033 4,004 2,506 1,714 2,794
Income taxes payable............... (3,257) 394 (53) 938 (1,707)
-------- -------- -------- -------- --------
Total adjustments.................... 139,966 10,861 90,522 30,949 29,121
-------- -------- -------- -------- --------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES.............................. $106,152 $(16,502) $ 87,822 $ 30,189 $ 17,621
======== ======== ======== ======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Purchase of property and equipment
through issuance of capital lease
obligation........................... -- -- $ 2,575 -- $ 4,304
======== ======== ======== ======== ========
Reduction of goodwill and deferred
income taxes......................... -- -- $ 9,896 -- --
======== ======== ======== ======== ========
Acquisition of businesses:
Fair value of assets acquired........ -- -- $ 11,241 -- --
Net cash paid in acquisition......... -- -- (11,050) -- --
-------- -------- -------- -------- --------
Liabilities assumed.................. -- -- $ 191 -- --
======== ======== ======== ======== ========
Final purchase price allocation for the
Alpha Beta Acquisition:
Property and equipment valuation
adjustment......................... $ 44,231 -- -- -- --
======== ======== ======== ======== ========
Additional acquisition liabilities... $ 14,305 -- -- -- --
======== ======== ======== ======== ========
Deferred tax benefit................. $ 12,800 -- -- -- --
======== ======== ======== ======== ========
Accretion of preferred stock............ $ -- $ 3,882 $ 8,767 $ 5,395 $ 6,139
======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-33
<PAGE> 172
FOOD 4 LESS SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK TREASURY STOCK
---------------- ------------------ ----------------- TOTAL
NUMBER NUMBER NUMBER SHARE- ADD'L STOCK-
OF OF OF HOLDERS' PAID-IN RETAINED HOLDER'S
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT NOTES CAPITAL (DEFICIT) EQUITY
------ ------- --------- ------ ------- ------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES AT JUNE 29,
1991................... -- $ -- 1,396,878 $ 14 (1,250) $ (125) $ (930) $103,658 $ (18,060) $ 84,557
Net loss............... -- -- -- -- -- -- -- -- (33,814) (33,814)
Issuance of Common
Stock................ -- -- 1,636 -- -- -- (190) 341 -- 151
Purchase of Treasury
Stock................ -- -- -- -- (3,947) (463) 131 -- -- (332)
Sale of Treasury
Stock................ -- -- -- -- 1,560 159 (50) -- -- 109
Payments of
Shareholders'
Notes................ -- -- -- -- -- -- 100 -- -- 100
------ ------- --------- ------ ------- ------- -------- -------- --------- --------
BALANCES AT JUNE 27,
1992................... -- -- 1,398,514 14 (3,637) (429) (939) 103,999 (51,874) 50,771
Net loss............... -- -- -- -- -- -- -- -- (27,363) (27,363)
Issuance of Common
Stock................ -- -- 121,118 1 -- -- -- 3,651 -- 3,652
Purchase of Treasury
Stock................ -- -- -- -- (9,612) (770) 225 -- -- (545)
Issuance of Cumulative
Convertible Preferred
Stock................ 50,000 46,348 -- -- -- -- -- -- -- 46,348
Accretion of Preferred
Stock................ -- 3,882 -- -- -- -- -- -- (3,882) --
------ ------- --------- ------ ------- ------- -------- -------- --------- --------
BALANCES AT JUNE 26,
1993................... 50,000 50,230 1,519,632 15 (13,249) (1,199) (714) 107,650 (83,119) 72,863
Net loss............... -- -- -- -- -- -- -- -- (2,700) (2,700)
Purchase of Treasury
Stock................ -- -- -- -- (3,483) (1,270) 78 -- -- (1,192)
Payments of
Shareholders'
Notes................ -- -- -- -- -- -- 50 -- -- 50
Accretion of Preferred
Stock................ -- 8,767 -- -- -- -- -- -- (8,767) --
------ ------- --------- ------ ------- ------- -------- -------- --------- --------
BALANCES AT JUNE 25,
1994................... 50,000 58,997 1,519,632 15 (16,732) (2,469) (586) 107,650 (94,586) 69,021
Net loss............... -- -- -- -- -- -- -- -- (11,500) (11,500)
Payment of
Shareholders'
Notes................ -- -- -- -- -- -- 70 -- -- 70
Issuance of Treasury
Stock................ -- -- -- -- 5,504 460 (191) -- -- 269
Purchase of Treasury
Stock................ -- -- -- -- (1,117) (62) 5 -- -- (57)
Accretion of Preferred
Stock................ -- 6,139 -- -- -- -- -- -- (6,139) --
------ ------- --------- ------ ------- ------- -------- -------- --------- --------
BALANCES AT JANUARY 29,
1995................... 50,000 $65,136 1,519,632 $ 15 (12,345) $(2,071) $ (702) $107,650 $(112,225) $ 57,803
======= ======== ========= ======= ======== ======== ======= ========= ========== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-34
<PAGE> 173
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND ACQUISITIONS
Food 4 Less Supermarkets, Inc. (the "Company"), a wholly-owned subsidiary
of Food 4 Less Holdings, Inc. ("Holdings"), is a multiple format supermarket
operator that tailors its retail strategy to the particular needs of the
individual communities it serves. Holdings is a majority-owned subsidiary of
Food 4 Less, Inc. ("FFL"). The Company operates in three geographic areas:
Southern California, Northern California and certain areas of the Midwest. The
Company has three first-tier subsidiaries: Cala Co. ("Cala"), Falley's, Inc.
("Falley's") and Food 4 Less of Southern California, Inc. ("F4L-SoCal"),
formerly known as Breco Holding Company, Inc. ("BHC"). Cala Foods, Inc. ("Cala
Foods") and Bell Markets, Inc. ("Bell") are subsidiaries of Cala, and Alpha Beta
Company ("Alpha Beta") is a subsidiary of F4L-SoCal.
(a) Acquisitions
On March 29, 1994, the Company purchased certain operating assets formerly
owned by Food Barn Stores, Inc. (the "Food Barn Stores") from Associated
Wholesale Grocers, Inc. ("AWG") (the "Food Barn Acquisition") for $11,241,000
(including acquisition costs of $180,000). The financial statements reflect the
preliminary allocation of the purchase price as the purchase price allocation
has not been finalized. The effect of the acquisition was not material to the
Company's financial position and results of operations. Falley's has agreed to
purchase merchandise (as defined) for the Food Barn Stores from AWG through
March 24, 2001. Falley's has pledged its patronage dividends and notes
receivable from AWG as security under this supply agreement.
On June 17, 1991, the Company acquired all of the common stock of Alpha
Beta for $270,513,000 (including acquisition costs of $41,477,000) in a
transaction accounted for as a purchase.
In January 1990, the Company purchased certain operating assets of ABC
Market Corp. ("ABC") for $14,675,000, plus approximately $1,000,000 in fees and
expenses.
On June 30, 1989, the Company acquired Bell for approximately $13,700,000,
which includes $8,000,000 of notes and the assumption of Bell's long-term debt.
The transaction was accounted for as a purchase. Certified Grocers of
California, Ltd. ("Certified") has guaranteed up to $4,000,000 of notes issued
by the Company to the seller in connection with the purchase and the performance
of a lease.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Business
The Company is engaged primarily in the operation of retail supermarkets.
(b) Basis of Presentation
Principles of Consolidation. The accompanying consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. The results of operations of Alpha Beta, F4L-SoCal (BHC), Bell,
ABC and the Food Barn Stores have been excluded from the consolidated financial
statements prior to their respective acquisition dates. The excess of the
purchase price over the fair value of the net assets acquired is classified as
goodwill. All intercompany transactions have been eliminated in consolidation.
(c) Fiscal Years
In anticipation of the Merger (as defined in Note 14 -- Ralphs Merger), and
in order to align the Company's fiscal year end with the fiscal year end of RSI
(as defined in Note 14 -- Ralphs Merger), the Company, together with its
subsidiaries, changed its fiscal year end from the 52 or 53-week period which
ends on the last Saturday in June to the 52 or 53-week period which ends on the
Sunday closest to January 31,
F-35
<PAGE> 174
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
resulting in a 31-week transition period ended January 29, 1995. As a result of
the fiscal year end change, the 52-week period ended June 27, 1992 is referred
to as fiscal year 1992, the 52-week period ended June 26, 1993 is referred to as
fiscal year 1993, the 52-week period ended June 25, 1994 is referred to as
fiscal year 1994, the 32-week period ended February 5, 1994 is referred to as
the 1994 transition period, and the 31-week period ended January 29, 1995 is
referred to as the 1995 transition period. In addition, information presented
below concerning subsequent fiscal years starts with fiscal year 1995, which
will cover the 52 weeks ended January 28, 1996, and will proceed sequentially
forward.
(d) Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
(e) Inventories
Inventories, which consist of grocery products, are stated at the lower of
cost or market. Cost has been principally determined using the last-in,
first-out ("LIFO") method. If inventories had been valued using the first-in,
first-out ("FIFO") method, inventories would have been higher by $13,103,000,
$13,802,000 and $16,531,000 at June 26, 1993, June 25, 1994 and January 29,
1995, respectively, and gross profit and operating income would have been
greater by $3,554,000, $4,441,000, $699,000, $2,565,000 (unaudited) and
$2,729,000 for the 52 weeks ended June 27, 1992, June 26, 1993, and June 25,
1994, the 32 weeks ended February 5, 1994 and the 31 weeks ended January 29,
1995, respectively.
(f) Pre-opening Costs
The costs associated with opening new stores are deferred and amortized
over one year following the opening of each new store.
(g) Closed Store Reserves
When a store is closed, the Company provides a reserve for the net book
value of any store assets, net of salvage value, and the net present value of
the remaining lease obligation, net of sublease income. For the 52 weeks ended
June 27, 1992, June 26, 1993, and June 25, 1994, the 32 weeks ended February 5,
1994 and the 31 weeks ended January 29, 1995, utilization of this reserve was
$4.0 million, $2.4 million, $1.1 million, $579,000 (unaudited) and $573,000,
respectively.
(h) Investments in Supplier Cooperatives
The investment in Certified is accounted for on the cost method. There are
certain restrictions on the sale of this investment.
(i) Investment in Food 4 Less of Modesto, Inc.
During the 52 weeks ended June 26, 1993, the Company sold its 20%
investment in Food 4 Less of Modesto, Inc. ("Modesto") for gross proceeds of
$4.5 million, which included a $1.5 million note receivable, resulting in a gain
of $2.5 million. The Company previously accounted for this investment using the
cost method.
F-36
<PAGE> 175
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(j) Property and Equipment
Property and equipment are stated at cost and are depreciated principally
using the straight-line method over the following estimated useful lives:
<TABLE>
<S> <C> <C>
Buildings and improvements.................. 5-40 years
Equipment and fixtures...................... 3-10 years
Property under capital leases and leasehold
interests................................. 3-45 years (lease term)
</TABLE>
(k) Deferred Financing Costs
Costs incurred in connection with the issuance of debt are amortized over
the term of the related debt using the effective interest method.
(l) Goodwill and Covenants Not to Compete
The excess of the purchase price over the fair value of the net assets of
businesses acquired is amortized on a straight-line basis over 40 years
beginning at the date of acquisition. Current and undiscounted future operating
cash flows are compared to current and undiscounted future goodwill amortization
to determine if an impairment of goodwill has occurred and is continuing. As of
January 29, 1995, no impairment existed.
Covenants not to compete, which are included in Other Assets, are amortized
on a straight-line basis over the term of the covenant.
(m) Income Taxes
On June 27, 1993, the Company prospectively adopted Statement of Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. SFAS 109
is an asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax returns. In
estimating future tax consequences, SFAS 109 generally considers all expected
future events other than enactments of changes in the tax law or rates.
Previously, the Company used the SFAS 96 asset and liability approach that gave
no recognition to future events other than the recovery of assets and settlement
of liabilities at their carrying amounts.
Under SFAS 109, the Company recognizes to a greater degree the future tax
benefits of expenses which have been recognized in the financial statements.
The implementation of SFAS No. 109 did not have a material effect on the
accompanying consolidated financial statements.
(n) Notes Receivable from Shareholders of Parent
Notes receivable from shareholders of parent represent loans to employees
of the Company for purchases of Holdings' stock. The notes are due over various
periods, bear interest at the prime rate, and are secured by each shareholder's
shares of common stock.
(o) Self-Insurance
Certain of the Company's subsidiaries are self-insured for a portion of
workers' compensation, general liability and automobile accident claims. The
Company establishes reserves based on an independent actuary's review of claims
filed and an estimate of claims incurred but not yet filed.
F-37
<PAGE> 176
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(p) Discounts and Promotional Allowances
Promotional allowances and vendor discounts are recorded as a reduction of
cost of sales in the accompanying consolidated statements of operations.
Allowance proceeds received in advance are deferred and recognized over the
period earned.
(q) Provision for Earthquake Losses
On January 17, 1994, Southern California was struck by a major earthquake
which resulted in the temporary closing of 31 of the Company's stores. The
closures were caused primarily by loss of electricity, water, inventory, or
structural damage. All but one of the closed stores reopened within a week of
the earthquake. The final closed store reopened on March 24, 1994. The Company
is insured against earthquake losses (including business interruption), subject
to certain deductibles. The pre-tax financial impact, net of insurance claims,
was approximately $4.5 million. At June 25, 1994, the Company had received all
expected insurance proceeds related to this claim.
(r) Extraordinary Items
For the 52 weeks ended June 27, 1992, the Company classified the write-off
of deferred financing costs associated with the early extinguishment of debt as
an extraordinary item. For the 52 weeks ended June 27, 1992, the Company also
classified the difference between the net book value and replacement cost of
property and equipment destroyed during the April 1992 civil unrest in Los
Angeles and replaced by insurance companies as an extraordinary item. Proceeds
received from insurance companies for business interruption related to the civil
unrest are included as a component of selling, general, administrative and other
expenses.
(s) Loss Per Common Share
Loss per common share is computed based on the weighted average number of
shares outstanding during the applicable period. Fully diluted loss per share
has been omitted as it is anti-dilutive for all periods presented.
(t) Reclassifications
Certain prior period amounts in the consolidated financial statements have
been reclassified to conform to the January 29, 1995 presentation.
(3) PREFERRED STOCK
On December 31, 1992, the Company issued 50,000 shares of $.01 par value
Series A cumulative convertible preferred stock (the "Preferred Stock") with a
liquidation value of $1,000 per share and 121,118 shares of its $.01 par value
common stock (the "Common Stock") to its parent company, Food 4 Less Holdings,
Inc. ("Holdings") in exchange for gross proceeds of $50.0 million. The Preferred
Stock is convertible into common stock at the option of the holder based upon a
conversion price which results in a one-for-one exchange. The Preferred Stock
has a stated dividend rate of $152.50 per share, per annum, and is
anti-dilutive. The Company may pay dividends on or before December 31, 1997 only
by issuing additional shares of Preferred Stock. The Company may redeem the
Preferred Stock at any time after December 31, 1997 for its liquidation value.
At January 29, 1995, the Company had accrued approximately $18,788,000 for the
Preferred Stock dividends earned but not yet declared.
In order to finance the purchase of the Preferred and Common Stock from the
Company, Holdings issued $103.6 million aggregate principal amount of 15.25%
Senior Discount Notes due 2004 (the "Holdings
F-38
<PAGE> 177
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Notes") and 121,118 Common Stock Purchase Warrants (the "Warrants") for gross
proceeds of $50.0 million. No cash interest is payable on the Notes until June
15, 1998.
At the present time, Holdings has no other income or assets other than its
investment in the Company's Common and Preferred Stock and intends to service
the interest payments on the Holdings Notes when they become payable in cash (in
fiscal 1998) through dividends it receives on the Company's capital stock.
(4) LONG-TERM DEBT AND SENIOR SUBORDINATED DEBT
Long Term Debt
The Company's long-term debt is summarized as follows:
<TABLE>
<CAPTION>
JUNE 26, JUNE 25, JANUARY 29,
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Bank Term Loan, principal due quarterly through
January 1999, with interest payable monthly
in arrears................................... $148,478,000 $137,064,000 $125,732,000
10.45 percent Senior Notes principal due 2000
with interest payable semi-annually in
arrears...................................... 175,000,000 175,000,000 175,000,000
Revolving Loan................................. 4,900,000 -- 27,300,000
10.625 percent first real estate mortgage due
1998, $12,000 of principal plus interest
payable monthly secured by land and building
with a net book value of $2,104,000.......... 1,558,000 1,521,000 1,498,000
9.2 to 9.25 percent notes payable,
collateralized by equipment, due September
1994, $67,000 of principal plus interest
payable monthly, plus balloon payment of
$992,000..................................... 1,772,000 1,103,000 --
10.8 percent notes payable, collateralized by
equipment, due September 1995, $72,000 of
principal plus interest payable monthly, plus
balloon payment of $1,004,000................ 2,447,000 1,819,000 1,420,000
10.0 percent secured promissory note,
collateralized by the stock of Bell, due
1996, interest payable quarterly through June
1996......................................... 8,000,000 8,000,000 8,000,000
10.08 percent notes payable, collateralized by
equipment, due November 1996, $34,000 of
principal plus interest payable monthly, plus
balloon payment of $493,000.................. 1,515,000 1,242,000 1,070,000
10.15 percent notes payable, collateralized by
equipment, due December 1996, $45,000 of
principal and interest payable monthly, plus
balloon payment of $640,000.................. 1,994,000 1,675,000 1,422,000
10.0 percent real estate mortgage due 2000,
$8,000 of principal and interest payable
monthly...................................... 474,000 419,000 392,000
Other long-term debt........................... 2,216,000 1,415,000 1,330,000
------------ ------------ ------------
348,354,000 329,258,000 343,164,000
Less -- current portion........................ 12,778,000 18,314,000 22,263,000
------------ ------------ ------------
$335,576,000 $310,944,000 $320,901,000
============ ============ ============
</TABLE>
In June 1991, the Company and certain of its subsidiaries entered into a
Credit Agreement (the "Credit Agreement") with certain banks, comprised of a
$315,000,000 Term Loan (the "Bank Term Loan") facility, a $70,000,000 Revolving
Loan (the "Revolving Loan") facility and a $55,000,000 standby letter of credit
facility (the "Letter of Credit Facility"). At January 29, 1995, $125.7 million
was outstanding under the Bank
F-39
<PAGE> 178
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Term Loan, $27.3 million was outstanding under the Revolving Loan and $48.6
million of standby letters of credit had been issued on behalf of the Company. A
commitment fee of 1/2 of 1 percent is charged on the average daily unused
portion of the Revolving Loan and the Letter of Credit Facility; such commitment
fees are due quarterly in arrears. Interest on borrowings under the Bank Term
Loan is at the bank's Base Rate (as defined) plus 1.25 percent or the Eurodollar
Rate (as defined) plus 2.5 percent. At January 29, 1995, the weighted average
interest rate on the Bank Term Loan was 8.3 percent. Quarterly principal
installments on the Bank Term Loan continue to December 1998, with $19,829,000
payable in fiscal year 1995, $22,661,000 payable in fiscal year 1996,
$33,792,000 payable in fiscal year 1997, and $49,450,000 payable in fiscal year
1998. Interest on borrowings under the Revolving Loan is at the bank's Base Rate
(as defined) plus 1.25 percent. At January 29, 1995, the interest rate on the
Revolving Loan was 9.75 percent. To the extent borrowings under the Revolving
Loan are not paid earlier, they are due in June 1996. The common stock of
F4L-SoCal, Falley's, Cala and certain of their direct and indirect subsidiaries
has been pledged as security under the Credit Agreement. The Credit Agreement
has been amended to, among other things, allow for the acceleration of the
capital expenditures and other costs associated with the conversion of 11
conventional stores to the warehouse format. In May 1995, the Credit Agreement
was further amended in order to, among other things, accommodate the Company's
new fiscal year end for financial reporting purposes and to make adjustments to
financial covenants of the Company.
In April 1992, the Company and its wholly-owned subsidiaries issued
$175,000,000 of 10.45 percent Senior Notes (the "Senior Notes"). These notes are
due in two equal sinking fund payments on April 15, 1999 and 2000. They are
general unsecured obligations of the Company and rank senior in right of payment
to all subordinated indebtedness (as defined). The Senior Notes rank "pari
passu" in right of payment with all borrowings and other obligations of the
Company under its bank Credit Agreement; however, the obligations under the
Credit Agreement are secured by substantially all the assets of the Company and
its subsidiaries. The Senior Notes may be redeemed beginning in 1996 at 104.5
percent, declining ratably to 100 percent in 1999. The proceeds received, net of
issuance costs, were used to pay down borrowings under the Bank Term Loan.
Deferred financing costs related to the portion of the Bank Term Loan that was
retired of $6.7 million, net of related tax benefit of $2.5 million, are
classified as an extraordinary item in the Company's consolidated statement of
operations for the 52 weeks ended June 27, 1992.
The debt agreements, among other things, require the Company to maintain
minimum levels of net worth (as defined), to maintain minimum levels of earnings
(as defined), to maintain a hedge agreement to provide interest rate protection,
and to comply with certain ratios related to interest expense (as defined),
fixed charges (as defined), working capital and indebtedness. In addition, the
debt agreements limit, among other things, additional borrowings, dividends on,
and redemption of, capital stock, capital expenditures, incurrence of lease
obligations, and the acquisition and disposition of assets. At January 29, 1995,
the Company was in compliance with the financial covenants of its debt
agreements. At January 29, 1995, dividends and certain other payments are
restricted based on terms in the debt agreements.
Scheduled maturities of principal of Long-Term Debt at January 29, 1995 are
as follows:
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
1995................................................... $ 22,263,000
1996................................................... 59,902,000
1997................................................... 33,991,000
1998................................................... 49,673,000
1999................................................... 88,976,000
Later years............................................ 88,359,000
------------
$343,164,000
============
</TABLE>
F-40
<PAGE> 179
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Senior Subordinated Debt
The Company issued $145,000,000 principal amount of Senior Subordinated
Notes (the "Subordinated Notes") in connection with the acquisition of Alpha
Beta as described in Note 1. The Subordinated Notes bear interest, payable
semi-annually on June 15 and December 15, at an annual rate of 13.75 percent.
The Subordinated Notes, which are due June 15, 2001, are subordinated to all
Senior Indebtedness (as defined) of the Company, and may be redeemed beginning
in 1996 at a redemption price of 106 percent. The redemption price declines
ratably to 100 percent in 2000.
(5) LEASES
The Company's operations are conducted primarily in leased properties.
Substantially all leases contain renewal options. Rental expense under operating
leases was as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS 32 WEEKS 31 WEEKS
ENDED ENDED ENDED ENDED ENDED
JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1992 1993 1994 1994 1995
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Minimum rents...... $46,706,000 $44,504,000 $49,788,000 $29,830,000 $35,458,000
Rents based on
sales............ 7,656,000 5,917,000 3,806,000 2,716,000 1,999,000
</TABLE>
Following is a summary of future minimum lease payments under operating
leases at January 29, 1995:
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
1995................................................... $ 62,120,000
1996................................................... 58,163,000
1997................................................... 53,432,000
1998................................................... 47,064,000
1999................................................... 44,680,000
Later years............................................ 406,897,000
------------
$672,356,000
============
</TABLE>
The Company has entered into lease agreements for new supermarket sites
which were not in operation at January 29, 1995. Future minimum lease payments
under such operating leases generally begin when such supermarkets open and at
January 29,1995 are: 1995 -- $2,170,000; 1996 -- $6,640,000; 1997 -- $6,890,000;
1998 -- $6,890,000; 1999 -- $6,890,000; later years -- $145,425,000.
Certain leases qualify as capital leases under the criteria established in
Statement of Financial Accounting Standards No. 13, "Accounting for Leases," and
are classified on the consolidated balance sheets as leased property under
capital leases. Future minimum lease payments for the property under capital
leases at January 29, 1995 are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
1995.................................................... $ 9,564,000
1996.................................................... 8,957,000
1997.................................................... 8,050,000
1998.................................................... 6,236,000
1999.................................................... 5,739,000
Later years............................................. 40,841,000
-----------
Total minimum lease payments.................. 79,387,000
Less: amounts representing interest..................... 33,747,000
-----------
Present value of minimum lease payments................. 45,640,000
Less: current portion................................... 4,965,000
-----------
$40,675,000
===========
</TABLE>
F-41
<PAGE> 180
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Accumulated depreciation related to capital leases was $20,356,000,
$24,041,000, and $27,623,000 at June 26, 1993, June 25, 1994 and January 29,
1995, respectively.
The Company is leasing a distribution facility and four store locations
from the previous owner of Alpha Beta. The agreement contains a purchase option
for the land, buildings and improvements and equipment at a price that equals or
exceeds the estimated fair market value throughout the term of the lease.
(6) INVESTMENT IN A.W.G.
The investment in Associated Wholesale Grocers ("A.W.G.") consists
principally of the cooperative's six percent interest-bearing seven and
eight-year patronage certificates received in payment of certain rebates.
Following is a summary of future maturities based upon current redemption terms:
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
1995..................................................... $ --
1996..................................................... 795,000
1997..................................................... 1,420,000
1998..................................................... 1,520,000
1999..................................................... 1,504,000
Later years.............................................. 1,479,000
----------
$6,718,000
==========
</TABLE>
(7) INCOME TAXES
The provision (benefit) for income taxes consists of the following:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS 31 WEEKS
ENDED ENDED ENDED ENDED
JUNE 27, JUNE 26, JUNE 25, JANUARY 29,
1992 1993 1994 1995
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Current:
Federal............................... $2,507,000 $ -- $ 3,251,000 $(2,894,000)
State and other....................... 934,000 82,000 712,000 100,000
---------- ---------- ----------- -----------
3,441,000 82,000 3,963,000 (2,794,000)
---------- ---------- ----------- -----------
Deferred:
Federal............................... -- 1,345,000 (70,000) 2,794,000
State and other....................... -- -- (1,193,000) --
---------- ---------- ----------- -----------
-- 1,345,000 (1,263,000) 2,794,000
---------- ---------- ----------- -----------
$3,441,000 $1,427,000 $ 2,700,000 $ --
========== ========== =========== ===========
</TABLE>
F-42
<PAGE> 181
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A reconciliation of the provision (benefit) for income taxes to amounts
computed at the federal statutory rates of 34% for fiscal 1992 and 1993 and 35%
for fiscal 1994 and the 1995 transition period is as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS 31 WEEKS
ENDED ENDED ENDED ENDED
JUNE 27, JUNE 26, JUNE 25, JANUARY 29,
1992 1993 1994 1995
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Federal income taxes at statutory rate
on loss before provision for income
taxes and extraordinary charges...... $(8,689,000) $(8,818,000) $ -- $(4,025,000)
State and other taxes, net of federal
tax benefit.......................... 934,000 82,000 (1,000) 65,000
Alternative minimum tax................ 2,507,000 -- -- --
Effect of permanent differences
resulting primarily from amortization
of goodwill.......................... 2,706,000 2,850,000 2,820,000 1,701,000
Accounting limitation (recognition) of
deferred tax benefit................. 5,983,000 7,313,000 (119,000) 2,259,000
----------- ----------- ---------- -----------
$ 3,441,000 $ 1,427,000 $2,700,000 $ --
=========== =========== ========== ===========
</TABLE>
The provision (benefit) for deferred taxes consists of the following:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS 31 WEEKS
ENDED ENDED ENDED ENDED
JUNE 27, JUNE 26, JUNE 25, JANUARY 29,
1992 1993 1994 1995
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Depreciation......................... $ 6,282,000 $ 7,756,000 $ 2,536,000 $(1,513,000)
Difference between book and tax basis
of assets sold..................... 2,514,000 3,198,000 (4,223,000) 2,505,000
Deferred revenues and allowances..... (7,028,000) 40,000 (2,349,000) 707,000
Pre-opening costs.................... 1,072,000 (512,000) 174,000 784,000
Accounts receivable reserves......... -- (270,000) 249,000 80,000
Unicap............................... (124,000) (5,000) (536,000) (755,000)
Capital lease obligation............. (2,010,000) (1,385,000) 2,792,000 527,000
Self-insurance reserves.............. (13,558,000) (4,082,000) (535,000) 5,523,000
Inventory shrink reserve............. (528,000) 777,000 (869,000) (569,000)
LIFO................................. 7,104,000 (554,000) (1,010,000) (1,303,000)
Closed store reserve................. 964,000 1,092,000 440,000 176,000
Accrued expense...................... -- -- (582,000) 350,000
Accrued payroll and related
liabilities........................ (2,656,000) 193,000 1,721,000 (3,879,000)
Damaged inventory reimbursement...... 1,195,000 -- -- --
Acquisition costs.................... 4,974,000 2,626,000 1,397,000 (5,444,000)
Sales tax reserves................... -- (715,000) (418,000) 433,000
Deferred rent subsidy................ -- (483,000) (624,000) (29,000)
Net operating loss usage............. -- -- 5,782,000 (6,963,000)
Tax credits benefited................ -- (1,392,000) (4,477,000) 1,711,000
Accounting limitation (recognition)
of deferred tax benefit 1,588,000 (4,591,000) (1,085,000) 10,494,000
Other, net........................... 211,000 (348,000) 354,000 (41,000)
------------ ----------- ----------- -----------
$ -- $ 1,345,000 $(1,263,000) $ 2,794,000
============ =========== =========== ===========
</TABLE>
F-43
<PAGE> 182
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The significant components of the Company's deferred tax assets
(liabilities) are as follows:
<TABLE>
<CAPTION>
JUNE 26, JUNE 25, JANUARY 29,
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Deferred tax assets:
Accrued payroll and related
liabilities......................... $ 4,064,000 $ 2,448,000 $ 6,248,000
Other accrued liabilities.............. 13,488,000 13,953,000 12,080,000
Property and equipment................. 9,674,000 2,997,000 --
Self-insurance liabilities............. 30,907,000 27,744,000 25,204,000
Loss carryforwards..................... 27,863,000 20,675,000 27,638,000
Tax credit carryforwards............... 1,392,000 5,869,000 4,157,000
Other.................................. 1,223,000 580,000 570,000
------------ ------------ ------------
Gross deferred tax assets........... 88,611,000 74,266,000 75,897,000
Valuation allowance.................... (45,008,000) (31,149,000) (41,643,000)
------------ ------------ ------------
Net deferred tax assets............. $ 43,603,000 $ 43,117,000 $ 34,254,000
------------ ------------ ------------
Deferred tax liabilities:
Inventories............................ $(20,243,000) $(16,738,000) $(11,690,000)
Property and equipment................. (38,298,000) (30,516,000) (28,527,000)
Obligations under capital leases....... (5,802,000) (8,733,000) (9,261,000)
Other.................................. (1,689,000) (1,870,000) (2,310,000)
------------ ------------ ------------
Gross deferred tax liability........ (66,032,000) (57,857,000) (51,788,000)
------------ ------------ ------------
Net deferred tax liability.......... $(22,429,000) $(14,740,000) $(17,534,000)
============ ============ ============
</TABLE>
The Company recorded a valuation allowance to reserve a portion of its
gross deferred tax assets at January 29, 1995 due primarily to financial and tax
losses in recent years. Under SFAS 109, this valuation allowance will be
adjusted in future periods as appropriate. However, the timing and extent of
such future adjustments to the allowance cannot be determined at this time.
At January 29, 1995, approximately $8,864,000 of the valuation allowance
for deferred tax assets will reduce goodwill when the allowance is no longer
required.
At January 29, 1995, the Company has net operating loss carryforwards for
federal income tax purposes of $77,360,000, which expire in 2007 through 2009.
The Company has federal Alternative Minimum Tax ("AMT") credit carryforwards of
approximately $556,000 which are available to reduce future regular taxes in
excess of AMT. Currently, there is no expiration date for these credits.
FFL files a consolidated federal income tax return, under which the federal
income tax liability of FFL and its subsidiaries (which since June 23, 1989
include the Company) is determined on a consolidated basis. FFL has entered into
a federal income tax sharing agreement with the Company and certain of its
subsidiaries (the "Tax Sharing Agreement"). The Tax Sharing Agreement provides
that in any year in which the Company is included in any consolidated tax
liability of FFL and has taxable income, the Company will pay to FFL the amount
of the tax liability that the Company would have had on such due date if it had
been filing a separate return. Conversely, if the Company generates losses or
credits which actually reduce the consolidated tax liability of FFL and its
other subsidiaries, FFL will credit to the Company the amount of such reduction
in the consolidated tax liability. These credits are passed between FFL and the
Company in the form of cash payments. In the event any state and local income
taxes are determinable on a combined or consolidated basis, the Tax Sharing
Agreement provides for a similar allocation between FFL and the Company of such
state and local taxes.
F-44
<PAGE> 183
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company currently has an Internal Revenue Service examination in
process covering its 1990 and 1991 fiscal years. The Internal Revenue Service
has not yet made any additional tax assessments related to these years.
(8) RELATED PARTY TRANSACTIONS
The Company has a five-year consulting agreement with an affiliated company
effective June 17, 1991 for management, financing, acquisition and other
services. The agreement is automatically renewed on January 1 of each year for
the five-year term unless ninety (90) days' notice is given by either party. The
contract provides for annual management fees equal to $2 million plus an
additional amount based on the Company's performance and advisory fees for
acquisition and financing transactions.
Fees paid or accrued associated with management services were $1,167,000
during the 31 weeks ended January 29, 1995, $1,231,000 (unaudited) during the 32
weeks ended February 5, 1994, $2,270,000 during the 52 weeks ended June 25,
1994, $2,000,000 during the 52 weeks ended June 26, 1993, and $2,000,000 during
the 52 weeks ended June 27, 1992. Advisory fees paid or accrued were $170,000
during the 52 weeks ended June 25, 1994, $1,795,000 for the 52 weeks ended June
26, 1993, and $116,000 for the 52 weeks ended June 27, 1992. There were no such
advisory fees paid or accrued for the 31 weeks ended January 29, 1995 or for the
32 weeks ended February 5, 1994. Advisory fees paid or accrued for financing
transactions are capitalized and amortized over the term of the related
financing. In connection with the acquisitions of Alpha Beta, ABC and the Food
Barn Stores, the Company capitalized fees of $8,000,000, $500,000 and $92,000,
respectively, which were paid to this affiliated company for acquisition
services.
(9) COMMITMENTS AND CONTINGENCIES
The Company is contingently liable to former stockholders of certain
predecessors for any prorated gains which may be realized within ten years of
the acquisition of the respective companies resulting from the sale of the
Certified stock. Such gains are only payable if Certified is purchased or
dissolved, or if the Company sells the shares to Certified within the period
noted above.
The Company is a partner in a supplier partnership, in which it is
contingently liable for the partnership's long-term debt. The Company's portion
of such debt is approximately $1,818,000.
The Company has entered into lease agreements with the developers of
several new sites in which the Company has agreed to provide construction
financing. At January 29, 1995, the Company had capitalized construction costs
of $15,081,000 on total commitments of $19,250,000.
In December 1992, three California state antitrust class action suits were
commenced in Los Angeles Superior Court against the Company and other major
supermarket chains located in Southern California, alleging that they conspired
to refrain from competing in and to fix the price of fluid milk above
competitive prices. Specifically, class actions were commenced by Diane Barela
and Neila Ross, Ron Moliare and Paul C. Pfeifle on December 7, December 14 and
December 23, 1992, respectively. To date, the Court has yet to certify any of
these classes, while a demurrer to the complaints was denied. The Company will
vigorously defend itself in these class action suits.
In addition, the Company or its subsidiaries are defendants in a number of
other cases currently in litigation or potential claims encountered in the
normal course of business which are being vigorously defended. In the opinion of
management, the resolutions of these matters will not have a material effect on
the Company's financial position or results of operations.
The Company self-insures its workers compensation and general liability.
For the 31 weeks ended January 29, 1995, the 32 weeks ended February 5, 1994,
the 52 weeks ended June 25, 1994, June 26, 1993 and June 27, 1992,
self-insurance loss provisions were $6,304,000, $21,064,000 (unaudited),
$19,880,000,
F-45
<PAGE> 184
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$38,040,000 and $46,140,000, respectively. During the 52 weeks ended June 27,
1997, June 26, 1993 and June 25, 1994, the Company discounted its self-insurance
liability using a 7.0% discount rate. In the 1995 transition period, the Company
changed the discount rate to 7.5%. Management believes that this rate
approximates the time value of money over the anticipated payout period
(approximately 10 years) for essentially risk-free investments. The net
self-insurance liability would have been greater by $794,000 had the 7.0%
discount rate been applied during the 31 weeks ended January 29, 1995, as
opposed to the 7.5% discount rate.
The Company's historical self-insurance liability for the three most recent
fiscal years is as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS 31 WEEKS
ENDED ENDED ENDED ENDED
JUNE 27, JUNE 26, JUNE 25, JANUARY 29,
1992 1993 1994 1995
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Self-insurance liability... $ 95,605,000 $100,773,000 $90,898,000 $ 84,286,000
Less: Discount............. (13,046,000) (15,279,000) (9,194,000) (11,547,000)
------------ ------------ ----------- ------------
Net self-insurance
liability................ $ 82,559,000 $ 85,494,000 $81,704,000 $ 72,739,000
============ ============ =========== ============
</TABLE>
The Company expects that cash payments for claims will aggregate
approximately $10 million, $14 million, $13 million, $15 million and $5 million
for its fiscal years 1995, 1996, 1997, 1998 and 1999, respectively.
(10) EMPLOYEE BENEFIT PLANS
The Company implemented Statement of Position ("SOP") No. 93-6, "Employer
Accounting for Employee Stock Ownership Plans", effective June 26, 1994. The
implementation of SOP No. 93-6 did not have a material effect on the
accompanying unaudited consolidated financial statements.
The Company and its subsidiaries sponsor several defined contribution
benefit plans. The full-time employees of Falley's who are not members of a
collective bargaining agreement are covered under a 401(k) plan under which the
Company matches certain employee contributions with cash or FFL stock (the
"Falley's ESOP"). As part of the original stock sale agreement between FFL and
the Falley's ESOP, which has been amended from time to time, a partnership which
owns stock of FFL has assumed the obligation to purchase any FFL shares as to
which terminated plan participants exercise a put option under the terms of
Falley's ESOP. The Company is not required to make cash payments to redeem the
shares. As part of that agreement, the Company may elect, after providing a
right of first refusal to the partnership, to purchase FFL shares put under the
provisions of the plan. However, the partnership's obligation to purchase such
FFL shares is unconditional, and any repurchase of shares by the Company is at
the Company's sole election. During the 31-week period ended January 29, 1995,
the Company did not purchase any of the FFL shares. FFL shares purchased by the
Company are classified as treasury stock. As of April 30, 1994, the fair value
of the shares allocated which are subject to a repurchase obligation by the
partnership referred to above was approximately $15,170,000.
The Company also sponsors two ESOPs for employees of the Company who are
members of certain collective bargaining agreements (the "Union ESOPs"). The
Union ESOPs provide for annual contributions based on hours worked at a rate
specified by the terms of the collective bargaining agreements. The Company
contributions are made in the form of Holdings stock or cash for the purchase of
Holdings stock and are to be allocated to participants based on hours worked.
During the 31 weeks ended January 29, 1995, the Company recorded a charge
against operations of approximately $286,000 for benefits under the Union ESOPs.
There were no shares issued to the Union ESOPs at January 29, 1995.
All other full-time employees of the Company who are not members of a
collective bargaining agreement are covered under a separate 401(k) plan (the
"Management Plan"). The Management Plan provides for annual contributions which
are determined at the discretion of the Company. The Company contributions are
F-46
<PAGE> 185
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
allocated to participants based on employee compensation and matching of certain
employee contributions. A portion of the Company contribution allocated based on
compensation is made in the form of stock or cash for the purchase of stock.
Total charges against operations related to all employee benefit plans
sponsored by the Company and its subsidiaries were $337,000, $284,000, $103,000
(unaudited) and $699,000 for the 52 weeks ended June 27, 1992, the 52 weeks
ended June 26, 1993, the 32 weeks ended February 5, 1994 and the 52 weeks ended
June 25, 1994, respectively, and there were no such charges for the 31 weeks
ended January 29, 1995. No contributions were made with stock and no stock was
acquired by any plans in fiscal 1992, fiscal 1993, fiscal 1994 or in the 1995
transition period.
The Company contributes to multi-employer pension plans administered by
various trustees. Contributions to these plans are based upon negotiated wage
contracts. These plans may be deemed to be defined benefit plans. Information
related to accumulated plan benefits and plan net assets as they may be
allocated to the Company at January 29, 1995 is not available. The Company
contributed $78.6 million, $69.4 million, $57.2 million, $35.7 million
(unaudited) and $21.6 million to these plans for the 52 weeks ended June 27,
1992, June 26, 1993, June 25, 1994, the 32 weeks ended February 5, 1994 and the
31 weeks ended January 29, 1995, respectively. Management is not aware of any
plans to terminate such plans.
The United Food and Commercial Workers health and welfare plans were
overfunded and those employers who contributed to the plans are to receive a pro
rata share of the excess reserves in these plans through a reduction of current
contributions. The Company's share of the excess reserve was $24.2 million, of
which $8.1 million, $3.7 million (unaudited) and $14.3 million was recognized in
the 52 weeks ended June 25, 1994, the 32 weeks ended February 5, 1994 and the 31
weeks ended January 29, 1995, respectively, with the remainder to be recognized
in future periods as the credits are taken. Offsetting the reduction in employer
contributions was a $5.5 million union contract ratification bonus and
contractual wage increases.
(11) COMMON STOCK
On December 31, 1992, concurrent with the sale of the Preferred Stock, the
Company sold 121,118 shares of common stock to Holdings. Concurrently, the
remaining shares of common stock of the Company were exchanged for shares of
Holdings common stock on a one for one basis.
(12) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
(a) Cash and Cash Equivalents
The carrying amount approximates fair value as a result of the short
maturity of these instruments.
(b) Short-Term Notes and Other Receivables
The carrying amount approximates fair value as a result of the short
maturity of these instruments.
(c) Investments In and Notes Receivable From Supplier Cooperatives
The Company maintains a non-current deposit with Certified in the form of
Class B shares of Certified. Certified is not obligated in any fiscal year to
redeem more than a prescribed number of the Class B shares issued. Therefore, it
is not practicable to estimate the fair value of this investment.
F-47
<PAGE> 186
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company maintains a non-current note receivable from A.W.G. There are
no quoted market prices for this investment and a reasonable estimate could not
be made without incurring excessive costs. Additional information pertinent to
the value of this investment is provided in Note 6.
(d) Long-Term Debt
The fair value of the $175.0 million Senior Notes, the $145.0 million
Subordinated Notes and the Bank Term Loan is based on quoted market prices.
Market quotes for the fair value of the remainder of the Company's debt are not
available, and a reasonable estimate of the fair value could not be made without
incurring excessive costs. Additional information pertinent to the value of the
unquoted debt is provided in Note 4.
The estimated fair values of the Company's financial instruments are as
follows:
<TABLE>
<CAPTION>
JANUARY 29, 1995
-------------------------
CARRYING FAIR
AMOUNT VALUE
----------- -----------
<S> <C> <C>
Cash and cash equivalents................................... $19,560,000 $19,560,000
Short-term notes and other receivables...................... 6,364,000 6,364,000
Investments in and notes receivable from supplier
cooperatives.............................................. 12,404,000 --
Long-term debt for which it is:
- Practicable to estimate fair values..................... 473,032,000 475,567,000
- Not practicable......................................... 15,132,000 --
</TABLE>
(13) OTHER INCOME, NET
The components of other income items included in SG&A are as follows:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS 32 WEEKS 31 WEEKS
ENDED ENDED ENDED ENDED ENDED
JUNE 27, JUNE 26, JUNE 25, FEBRUARY 5, JANUARY 29,
1992 1993 1994 1994 1995
---------- ---------- ---------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest income.............. $1,266,000 $ 993,000 $ 903,000 $ 544,000 $ 867,000
Licensing fees............... 493,000 246,000 270,000 142,000 77,000
Other income (expense)....... 769,000 3,710,000 (177,000) 1,967,000 139,000
---------- ---------- --------- ---------- ----------
$2,528,000 $4,949,000 $ 996,000 $ 2,653,000 $ 1,083,000
========== ========== ========= ========== ==========
</TABLE>
(14) RALPHS MERGER
On September 14, 1994, the Company, Holdings and FFL entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement") with Ralphs
Supermarkets, Inc. ("RSI") and the stockholders of RSI. Pursuant to the terms of
the Merger Agreement, as amended, the Company will be merged with and into RSI
(the "RSI Merger"). Immediately following the RSI Merger, Ralphs Grocery Company
("RGC"), which is currently a wholly-owned subsidiary of RSI, will merge with
and into RSI (the "RGC Merger," and together with the RSI Merger, the "Merger"),
and RSI will change its name to Ralphs Grocery Company ("Ralphs"). Prior to the
Merger, FFL will merge with and into Holdings, which will be the surviving
corporation (the "FFL Merger"). Immediately following the FFL Merger, Holdings
will change its jurisdiction of incorporation by merging into a newly-formed,
wholly-owned subsidiary ("New Holdings"), incorporated in Delaware (the
"Reincorporation Merger"). As a result of the Merger, the FFL Merger and the
Reincorporation Merger, Ralphs will become a wholly-owned subsidiary of New
Holdings.
F-48
<PAGE> 187
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Conditions to the consummation of the Merger include, among other things,
the completion of financing for the transaction and the receipt of other
necessary consents. The purchase price for RSI is approximately $1.5 billion,
including the assumption of debt.
The aggregate purchase price, payable to the stockholders of RSI in
connection with the Merger, consists of $375 million in cash, $131.5 million
principal amount of New Holdings 13 5/8% Senior Subordinated Pay-in-Kind
Debentures due 2007 and $18.5 million initial accreted value of New Holdings
13 5/8% Senior Discount Debentures due 2005. In addition, Ralphs will enter into
an agreement with a stockholder of RSI pursuant to which such stockholder will
act as a consultant to Ralphs with respect to certain real estate and general
commercial matters for a period of five years from the closing of the Merger in
exchange for the payment of a consulting fee.
The financing required to complete the Merger will include the issuance of
significant additional equity by New Holdings, the issuance of new debt
securities by the Company and New Holdings and the incurrence of additional bank
financing by Ralphs. The equity issuance will be made to a group of investors
led by Apollo Advisors, L.P. and Apollo Advisors II, L.P., which has committed
to purchase up to $140 million in New Holdings stock. The issuance of new debt
securities is expected to consist of up to $295 million principal amount of
Senior Notes due 2004 and up to $200 million principal amount of Senior
Subordinated Notes due 2005 to be issued by the Company and, in addition to the
debt securities to be issued to the stockholders of RSI, $81.5 million initial
accreted value of 13 5/8% Senior Discount Debentures due 2005 to be issued by
New Holdings. The bank financing will be made pursuant to a commitment by
Bankers Trust Company to provide up to $1,075 million in such financing. In
connection with the receipt of new financing, the Company and Holdings will also
be required to complete certain exchange offers, consent solicitations, offers
to repurchase, and other transactions with the holders of the Company's and
Holdings' and RGC's currently outstanding debt securities. New Holdings will
issue an additional $81.5 million of initial accreted value of New Discount
Debentures for $59.0 million in cash and $22.5 million in lieu of cash for fees
associated with the Merger. Holdings will redeem the Discount Notes, with a book
value of $65.1 million at January 29, 1995, for $83.9 million in cash.
As of January 29, 1995, Ralphs had outstanding indebtedness of
approximately $1,018.5 million. Ralphs had sales of $2,724.6 million, operating
income of $145.6 million and earnings before income taxes of $32.1 million for
its most recent fiscal year ended January 29, 1995.
Upon consummation of the Merger, management anticipates that certain
non-recurring costs associated with the integration of operations will be
recorded as a restructuring charge. The charge will cover costs associated with
the writedown of property and equipment and related reserves associated with the
conversion of certain of the Company's conventional stores to warehouse stores
and the closure of certain of the Company's conventional stores as well as the
write-off of the Alpha Beta trademark. This restructuring charge has been
estimated at approximately $45.5 million. On December 14, 1994, the Company and
RSI entered into a Settlement Agreement (the "Settlement Agreement") with the
State of California. Under the Settlement Agreement, the Company must divest a
total of 27 stores (23 of the Company's conventional stores, 1 warehouse store
and 3 RGC stores). In addition, although not required pursuant to the Settlement
Agreement, an additional 5 under-performing stores are scheduled to be closed
following the Merger. It is anticipated that such closures and store conversions
will be substantially completed by December 31, 1995. The estimated
restructuring charge aggregating $45.5 million for the Company's 24 stores to be
divested under the Settlement Agreement, the 5 planned closures and the
conversion of 16 of the Company's conventional stores to warehouse stores
reflects (i) the writedown of property, plant and equipment ($27.9 million),
(ii) the write-off of the Alpha Beta trademark ($8.6 million), (iii) the
write-off of other assets ($4.3 million), (iv) lease termination expense ($3.1
million) and (v) miscellaneous expense accruals ($1.6 million). The expected
cash payments to be made in connection with the restructuring charge will total
$7.1 million. It is expected that such cash payments will be made by December
31, 1995. As a result of the completion of 11 of the 16 planned conventional
store conversions by the Company during the second quarter of the 1995
F-49
<PAGE> 188
FOOD 4 LESS SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
transition period, the Company has recorded a non-cash restructuring charge for
the write-off of property and equipment of $5.1 million in its results of
operations for the 31 weeks ended January 29, 1995. The Company has determined
that there is no impairment of existing goodwill related to the store closures
based on its projections of future undiscounted cash flows. The remaining
estimated restructuring charge will be recorded as an expense once the Merger is
completed. The divestiture of the 3 RGC stores pursuant to the Settlement
Agreement will be reflected in the allocation of the purchase price and,
therefore, will not give rise to any restructuring charge.
(15) RESTRUCTURING CHARGE
The Company has converted 11 of its conventional format supermarkets to
warehouse format stores. During the 31 weeks ended January 29, 1995, the Company
recorded a non-cash restructuring charge for the write-off of property and
equipment at the 11 stores of $5.1 million.
F-50
<PAGE> 189
===============================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE NEW NOTES OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE NEW NOTES BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................... v
Summary.................................... 1
Risk Factors............................... 18
The Merger and the Financing............... 24
Pro Forma Capitalization................... 28
Unaudited Pro Forma Combined Financial
Statements............................... 29
Selected Historical Financial Data of
Ralphs................................... 39
Selected Historical Financial Data of Food
4 Less................................... 41
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 43
Business................................... 57
Management................................. 71
Executive Compensation..................... 73
Principal Stockholders..................... 79
Description of Capital Stock............... 80
Certain Relationships and Related
Transactions............................. 83
Description of the New Notes............... 87
The Exchange Offers........................ 118
Description of the New Credit Facility..... 124
Description of Holding Company
Indebtedness............................. 126
Underwriting............................... 130
Legal Matters.............................. 131
Experts.................................... 131
Index to Financial Statements.............. F-1
</TABLE>
================================================================================
================================================================================
-------------------------
PROSPECTUS
-------------------------
LOGO LOGO
[FOOD 4 LESS] FOOD 4 LESS [RALPHS]
SUPERMARKETS, INC.
TO BE COMBINED THROUGH MERGER WITH
RALPHS GROCERY COMPANY
$295,000,000 % SENIOR NOTES
DUE 2004
$200,000,000 % SENIOR
SUBORDINATED NOTES DUE 2005
BT SECURITIES CORPORATION
CS FIRST BOSTON
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
, 1995
================================================================================
<PAGE> 190
EDGAR APPENDIX
This EDGAR Appendix is filed in compliance with Item 304 of Regulation S-T
regarding graphic and image information. It describes material appearing on
pages 8 and 9 of the Prospectus.
PAGE 8
The chart consists of two columns which graphically illustrate the
respective corporate structures of Food 4 Less and Ralphs before the Merger.
Food 4 Less' corporate structure illustrates that Food 4 Less, Inc. ("FFL") owns
Food 4 Less Holdings, Inc. ("Holdings"), which, in turn, owns Food 4 Less
Supermarkets, Inc. ("Food 4 Less") which, in turn, owns several other Food 4
Less subsidiaries. The Ralphs' corporate structure illustrates that Ralphs
Supermarkets, Inc. ("RSI"), owns Ralphs Grocery Company ("RGC") which, in turn,
owns Crawford Stores, Inc. A dotted arrow has been drawn from the box
representing Food 4 Less to the box representing RSI to simulate the RSI Merger.
A dotted arrow has been drawn from the box representing RGC to the box
representing RSI to simulate the RGC Merger. A dotted arrow has been drawn to
the box representing Holdings from the box representing FFL to simulate the FFL
Merger.
PAGE 9
The chart illustrates the corporate structure of the Company after the
Merger and the FFL Merger. The corporate structure illustrates that New Holdings
owns the Company which, in turn, is the parent of all other subsidiaries of the
Company. The anticipated debt obligations of New Holdings are placed in order of
ranking next to the box representing New Holdings and the anticipated debt
obligations of the Company are placed in order of ranking next to the box
representing the Company.
<PAGE> 191
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the New Notes.
<TABLE>
<S> <C>
SEC registration fee............................................. $ 170,692
NASD filing fee.................................................. 30,500
Blue Sky fees and expenses....................................... 15,000
Accounting fees and expenses..................................... 500,000
Legal fees and expenses.......................................... 600,000
Printing and engraving expenses.................................. 500,000
Trustee fees..................................................... 10,000
Miscellaneous.................................................... 75,000
----------
Total.................................................. $1,901,192
=========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Food 4 Less and its subsidiaries Cala Foods, Inc. and Food 4 Less of
Southern California, Inc., are Delaware corporations and their Certificates of
Incorporation and Bylaws provide for indemnification of their officers and
directors to the fullest extent permitted by law. Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL") eliminates the liability of a
corporation's directors to a corporation or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith, and
certain other liabilities.
Section 145 of the DGCL provides for the indemnification by a Delaware
corporation of its directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against liabilities and expenses
incurred in any such action, suit or proceeding.
Alpha Beta Company, Bay Area Warehouse Stores, Inc., Bell Markets, Inc.,
Cala Co., Food 4 Less of California, Inc., Food 4 Less GM, Inc. and Food 4 Less
Merchandising, Inc. are California corporations and their Certificates of
Incorporation and Bylaws provide for indemnification of their officers and
directors to the fullest extent permitted by law. Section 204(10) of the
California General Corporation Law (the "CGCL") eliminates the liability of a
corporation's directors for monetary damages to the fullest extent permissible
under California law. Pursuant to Section 204(11) of the CGCL, a California
corporation may indemnify Agents (as defined in Section 317 of the CGCL),
subject only to the applicable limits set forth in Section 204 of the CGCL with
respect to actions for breach of duty to the corporation and its shareholders.
As permitted by Section 317 of the CGCL, indemnification may be provided by
a California corporation of its Agents (as defined in Section 317 of the CGCL),
to the maximum extent permitted by the CGCL, in connection with any proceeding
arising by reason of the fact that such person is or was such a director or
officer, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in any such proceeding.
Falley's, Inc. is a Kansas corporation and its Bylaws provide for
indemnification of its officers and directors to the fullest extent permitted by
law. Section 17-6305(a) of the Kansas General Corporation Code provides for the
indemnification by a Kansas corporation of its directors, officers, employees
and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents, against
liabilities and expenses incurred in any such action, suit or proceeding.
II-1
<PAGE> 192
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In connection with a financing transaction undertaken by the registrant's
parent, Food 4 Less, Inc. ("FFL"), in December 1992, Food 4 Less Holdings, Inc.
("Holdings") was formed as a subsidiary of FFL and issued, in a private
placement transaction, $103.6 million aggregate principal amount of 15.25%
Senior Discount Notes due 2004 and 121,118 common stock purchase warrants for
gross proceeds of $50.0 million (the "Discount Notes Offering"). Holdings
contributed the proceeds from the Discount Notes Offering to the registrant in
return for the issuance of 1,513,938 shares of common stock, $.01 par value, and
50,000 shares of Series A Preferred Stock, $.01 par value, to Holdings on
December 31, 1992. Such securities were issued by the registrant to Holdings in
reliance upon an exemption from the registration requirements of the Securities
Act provided by Section 4(2) of the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
A list of exhibits filed with this Registration Statement on Form S-1 is
set forth in the Index to Exhibits on page E-1, and is incorporated herein by
reference.
(b) Financial Statement Schedules
(i) Ralphs
Schedule II -- Valuation and Qualifying Accounts
(ii) Food 4 Less
Schedule II -- Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(b) The registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE> 193
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on May 23, 1995.
FOOD 4 LESS SUPERMARKETS, INC.
By:/s/ MARK A. RESNIK
--------------------------------------
Mark A. Resnik
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- --------------------------------- -------------
<C> <S> <C>
* Chief Executive Officer and May 23, 1995
--------------------------------------------- Director (Principal Executive
Ronald W. Burkle Officer)
* Executive Vice President -- May 23, 1995
--------------------------------------------- Finance/Administration and
Greg Mays Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Director May 23, 1995
---------------------------------------------
Joe S. Burkle
/s/ MARK A. RESNIK Director May 23, 1995
---------------------------------------------
Mark A. Resnik
* Director May 23, 1995
---------------------------------------------
George G. Golleher
* Power of Attorney by
/s/ MARK A. RESNIK
---------------------------------------------
Mark A. Resnik
Vice President and Secretary
</TABLE>
II-3
<PAGE> 194
SIGNATURES
(continued)
Pursuant to the requirements of the Securities Act of 1933, the registrants
have duly caused this Amendment No. 3 to the Registration Statement to be signed
on their behalf by the undersigned, thereunto duly authorized, in the City of
Los Angeles, State of California, on May 23, 1995.
BAY AREA WAREHOUSE STORES, INC.
BELL MARKETS, INC.
CALA CO.
CALA FOODS, INC.
FOOD 4 LESS OF CALIFORNIA, INC.
FOOD 4 LESS GM, INC.
FOOD 4 LESS MERCHANDISING, INC.
FOOD 4 LESS OF SOUTHERN CALIFORNIA,
INC.
By: /s/ MARK A. RESNIK
------------------------------------
Mark A. Resnik
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- ------------------------------- ---------------
<C> <S> <C>
* Director and Chairman of the May 23, 1995
------------------------------------ Board of each Registrant
Ronald W. Burkle
* Chief Executive Officer and May 23, 1995
------------------------------------ Director (Principal Executive
George G. Golleher Officer) of each Registrant
* Executive Vice President -- May 23, 1995
------------------------------------ Finance/Administration and
Greg Mays Chief Financial Officer
(Principal Financial and
Accounting Officer) of each
Registrant
* Power of Attorney by
/s/ MARK A. RESNIK
---------------------------------------------
Mark A. Resnik
Vice President and Secretary
</TABLE>
II-4
<PAGE> 195
SIGNATURES
(continued)
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on May 23, 1995.
ALPHA BETA COMPANY
By: /s/ MARK A. RESNIK
----------------------------
Mark A. Resnik
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- --------------------------------- -------------
<C> <S> <C>
* Director and Chief Executive May 23, 1995
--------------------------------------------- Officer (Principal Executive
Ronald W. Burkle Officer)
* Director May 23, 1995
---------------------------------------------
George G. Golleher
* Executive Vice President -- May 23, 1995
--------------------------------------------- Finance/Administration and
Greg Mays Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Power of Attorney by
/s/ MARK A. RESNIK
---------------------------------------------
Mark A. Resnik
Vice President and Secretary
</TABLE>
II-5
<PAGE> 196
SIGNATURES
(continued)
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on May 23, 1995.
FALLEY'S, INC.
By: /s/ MARK A. RESNIK
---------------------------------
Mark A. Resnik
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- --------------------------------- -------------
<C> <S> <C>
* Director May 23, 1995
------------------------------------------
Ronald W. Burkle
* Director May 23, 1995
------------------------------------------
George G. Golleher
* Chief Executive Officer May 23, 1995
------------------------------------------ (Principal Executive Officer)
Joe S. Burkle
* Director May 23, 1995
------------------------------------------
Michael Saltman
* Executive Vice President -- May 23, 1995
------------------------------------------ Finance/Administration and
Greg Mays Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Power of Attorney by
/s/ MARK A. RESNIK
-------------------------------------------
Mark A. Resnik
Vice President and Secretary
</TABLE>
II-6
<PAGE> 197
ACCOUNTANTS' CONSENT AND REPORT ON SCHEDULES
Board of Directors and Stockholders
Ralphs Supermarkets, Inc.:
The audits referred to in our report dated March 9, 1995, included the related
financial statement schedule as of January 30, 1994 and January 29, 1995, and
for each of the fiscal years in the three-year period ended January 29, 1995,
included in the registration statement. This financial statement schedule is the
responsibility of Ralphs management. Our responsibility is to express an opinion
on this financial statement schedule based on our audits. In our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We consent to the use of our reports included herein and to the reference to our
firm under the headings "Summary Historical Financial Data of Ralphs," "Selected
Historical Financial Data of Ralphs" and "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Los Angeles, California
May 22, 1995
S-1
<PAGE> 198
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
52 WEEKS ENDED JANUARY 29, 1995, 52 WEEKS ENDED JANUARY 30, 1994
AND 52 WEEKS ENDED JANUARY 31, 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE CHARGED TO BALANCE
BEGINNING COSTS AND CHARGED TO DEDUCTIONS AT END
OF PERIOD EXPENSES OTHER ACCOUNTS(b) (PAYMENTS) OF PERIOD
--------- ---------- ----------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
JANUARY 29, 1995:
Self-Insurance Reserves(a)............. $ 80,010 $ 14,003 $ 5,976 $(27,483) $ 72,506
Store Closure Reserves................. $ 9,514 $ -- $ -- $ (764) $ 8,750
JANUARY 30, 1994:
Self-Insurance Reserves(a)............. $ 72,979 $ 30,323 $ 5,953 $(29,245) $ 80,010
Store Closure Reserves................. $ 10,277 $ -- $ -- $ (763) $ 9,514
JANUARY 31, 1993:
Self-Insurance Reserves(a)............. $ 64,523 $ 25,950 $10,902 $(28,396) $ 72,979
Store Closure Reserves................. $ 14,244 $ 1,838 $ -- $ (5,805) $ 10,277
</TABLE>
---------------
(a) Includes short-term portion.
(b) Amortization of discount on self-insurance reserves to interest expense.
S-2
<PAGE> 199
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and
Stockholder of Food 4 Less Supermarkets, Inc.:
We have audited, in accordance with generally accepted auditing standards,
the consolidated balance sheets of Food 4 Less Supermarkets, Inc. and
subsidiaries as of June 26, 1993, June 25, 1994 and January 29, 1995 and the
related consolidated statements of operations, stockholder's equity and cash
flows for the 52 weeks ended June 27, 1992, June 26, 1993 and June 25, 1994 and
the 31 weeks ended January 29, 1995 and have issued our report thereon dated May
18, 1995. Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The financial statement schedule on
page S-4 is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Los Angeles, California
May 18, 1995
S-3
<PAGE> 200
FOOD 4 LESS SUPERMARKETS, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
31 WEEKS ENDED JANUARY 29, 1995, 52 WEEKS ENDED JUNE 25, 1994, 52 WEEKS ENDED
JUNE 26, 1993,
AND 52 WEEKS ENDED JUNE 27, 1992
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT PROVISIONS CHARGED TO BALANCE AT
BEGINNING CHARGED TO INTEREST OTHER END OF
OF PERIOD EXPENSE EXPENSE(b) PAYMENTS CHANGES PERIOD
----------- ----------- ----------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
SELF-INSURANCE LIABILITIES:
31 weeks ended January 29, 1995... $81,704 $ 6,304 $ 3,453 $18,722 $ -- $ 72,739
======== ======== ========= ======= ====== =======
52 weeks ended June 25, 1994...... $85,494 $19,880 $ 5,836 $29,506 $ -- $ 81,704
======== ======== ========= ======= ====== =======
52 weeks ended June 26, 1993...... $82,559 $38,040 $ 5,865 $40,970 $ -- $ 85,494
======== ======== ========= ======= ====== =======
52 weeks ended June 27, 1992...... $59,525 $46,140 $ 4,960 $36,066 $8,000(a) $ 82,559
======== ======== ========= ======= ====== =======
</TABLE>
---------------
(a) Reflects self-insurance reserve related to Alpha Beta resulting from the
acquisition of Alpha Beta.
(b) Amortization of discount on self-insurance reserves charged to interest
expense.
S-4
<PAGE> 201
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ---------------------------------------------------------------------- ----
<S> <C> <C>
1.1 Form of Underwriting Agreement among Food 4 Less, Food 4 Less
Holdings, Inc., the subsidiary guarantors named therein, BT Securities
Corporation, CS First Boston Corporation and Donaldson, Lufkin &
Jenrette Securities Corporation dated as of , 1995..........
2.1 Agreement and Plan of Merger by and among Food 4 Less, Inc., Food 4
Less Holdings, Inc., Food 4 Less, Ralphs Supermarkets, Inc. and the
Stockholders of Ralphs Supermarkets, Inc. (incorporated herein by
reference to Exhibit 99 to Food 4 Less' Form 8-K dated September 14,
1994).................................................................
2.1.1 Amendment No. 1 dated as of January 12, 1995 to Agreement and Plan of
Merger by and among Food 4 Less, Inc., Food 4 Less Holdings, Inc.,
Food 4 Less Holdings, Inc. (a Delaware corporation), Food 4 Less,
Ralphs Supermarkets, Inc. and the stockholders of Ralphs Supermarkets,
Inc. (incorporated herein by reference to Exhibit 2.1.1 to Amendment
No. 2 to Food 4 Less' Registration Statement on Form S-4, No.
33-56451).............................................................
2.1.2 Amendment No. 2 dated as of February 24, 1995, to the Agreement and
Plan of Merger by and among Food 4 Less, Inc., Food 4 Less Holdings,
Inc., Food 4 Less Holdings, Inc. (a Delaware corporation), Food 4
Less, Ralphs Supermarkets, Inc. and the stockholders of Ralphs
Supermarkets, Inc. (incorporated herein by reference to Exhibit 2.1.2
to Post-effective Amendment No. 1 to Holdings' Registration Statement
on Form S-4, No. 33-86356)............................................
2.1.3 Amendment No. 3 dated as of April 26, 1995, to the Agreement and Plan
of Merger by and among Food 4 Less, Inc., Food 4 Less Holdings, Inc.,
Food 4 Less Holdings, Inc. (a Delaware corporation), Food 4 Less,
Ralphs Supermarkets, Inc. and the stockholders of Ralphs Supermarkets,
Inc. (incorporated herein by reference to Exhibit 2.1.3 to
Post-effective Amendment No. 1 to Holdings' Registration Statement on
Form S-4, No. 33-86356)...............................................
3.1 Certificate of Incorporation of Food 4 Less, as amended (incorporated
herein by reference to Exhibit 3.1 to Food 4 Less' Annual Report on
Form 10-K for the fiscal year ended June 25, 1994)....................
3.2 Bylaws of Food 4 Less, as amended (incorporated herein by reference to
Exhibit 3.2 to Food 4 Less's Registration Statement on Form S-1, No.
33-31152).............................................................
4.1 Form of Senior Note Indenture dated as of , 1995 by and
among Ralphs Grocery Company (as successor by merger to Food 4 Less),
the subsidiary guarantors identified therein and Norwest Bank
Minnesota, N.A., as trustee, with respect to its % Senior Notes
due 2004 (incorporated herein by reference to Exhibit 4.1 to Amendment
No. 1 to Food 4 Less' Registration Statement on Form S-4, No.
33-56451).............................................................
4.2 Form of Senior Subordinated Note Indenture dated as of
, 1995 by and among Ralphs Grocery Company (as
successor by merger to Food 4 Less), the subsidiary guarantors
identified therein and United States Trust Company of New York, as
trustee, with respect to its 13.75% Senior Subordinated Notes due 2005
(incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to
Food 4 Less' Registration Statement on Form S-4, No. 33-56451)........
4.3 Form of Senior Subordinated Note Indenture dated as of
, 1995 by and among Ralphs Grocery Company (as
successor by merger to Food 4 Less), the subsidiary guarantors
identified therein and United States Trust Company of New York, as
trustee, with respect to its % Senior Subordinated Notes due 2005
(incorporated herein by reference to Exhibit 4.3 to Amendment No. 1 to
Food 4 Less' Registration Statement on Form S-4, No. 33-56445)........
4.4.1 Form of First Supplemental Indenture dated as of , 1995
by and between Ralphs Grocery Company and United States Trust Company
of New York, as trustee, with respect to its 10 1/4% Senior
Subordinated Notes due 2002 (incorporated herein by reference to
Exhibit 4.4.1 to Amendment No. 1 to Food 4 Less' Registration
Statement on Form S-4, No. 33-56445)..................................
</TABLE>
E-1
<PAGE> 202
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ---------------------------------------------------------------------- ----
<S> <C> <C>
4.4.2 Form of Second Supplemental Indenture dated as of ,
1995 by and between Ralphs Grocery Company (as successor by merger to
Food 4 Less) and United States Trust Company of New York, as trustee,
with respect to its 10 1/4% Senior Subordinated Notes due 2002
(incorporated herein by reference to Exhibit 4.4.2 to Amendment No. 1
to Food 4 Less' Registration Statement on Form S-4, No. 33-56445).....
4.5.1 Form of Second Supplemental Indenture dated as of
, 1995 by and between Ralphs Grocery Company and
United States Trust Company of New York, as trustee, with respect to
its 9% Senior Subordinated Notes due 2003 (incorporated herein by
reference to Exhibit 4.5.1 to Amendment No. 1 to Food 4 Less'
Registration Statement on Form S-4, No. 33-56445).....................
4.5.2 Form of Third Supplemental Indenture dated as of , 1995
by and between Ralphs Grocery Company (as successor by merger to Food
4 Less) and United States Trust Company of New York, as trustee, with
respect to its 9% Senior Subordinated Notes due 2003 (incorporated
herein by reference to Exhibit 4.5.2 to Amendment No. 1 to Food 4
Less' Registration Statement on Form S-4, No. 33-56445)...............
4.6 Senior Note Indenture dated as of April 15, 1992 by and among Food 4
Less, the subsidiary guarantors identified therein and Norwest Bank
Minnesota, N.A., as trustee (incorporated herein by reference to
Exhibit 4.1 to Food 4 Less' Registration Statement on Form S-1, No.
33-46750).............................................................
4.6.1 First Supplemental Indenture dated as of July 24, 1992 by and among
Food 4 Less, Bay Area Warehouse Stores, Inc., and Norwest Bank
Minnesota, N.A., as trustee (incorporated herein by reference to
Exhibit 4.1.1 to Food 4 Less' Annual Report on Form 10-K for the
fiscal year ended June 27, 1992)......................................
4.6.2 Form of Second Supplemental Indenture dated as of , 1995 by
and among Food 4 Less, the subsidiary guarantors identified therein
and Norwest Bank Minnesota, N.A., as trustee, with respect to its
10.45% Senior Notes due 2000 (incorporated herein by reference to
Exhibit 4.6.2 to Amendment No. 1 to Food 4 Less' Registration
Statement on Form S-4, No. 33-56451)..................................
4.6.3 Form of Third Supplemental Indenture dated as of , 1995
by and among Ralphs Grocery Company (as successor by merger to Food 4
Less), the subsidiary guarantors identified therein and Norwest Bank
Minnesota, N.A., as trustee, with respect to its 10.45% Senior Notes
due 2000 (incorporated herein by reference to Exhibit 4.6.3 to
Amendment No. 1 to Food 4 Less' Registration Statement on Form S-4,
No. 33-56451).........................................................
4.7 Senior Subordinated Note Indenture dated as of June 15, 1991 by and
among Food 4 Less, the subsidiary guarantors identified therein and
United States Trust Company of New York, as trustee (incorporated
herein by reference to Exhibit 4.1 to Food 4 Less's Annual Report on
Form 10-K for the fiscal year ended June 29, 1991)....................
4.7.1 First Supplemental Indenture dated as of April 8, 1992 by and among
Food 4 Less, Food 4 Less GM, Inc. and United States Trust Company of
New York, as trustee (incorporated herein by reference to Exhibit
4.2.1 to Food 4 Less' Annual Report on Form 10-K for the fiscal year
ended June 27, 1992)..................................................
4.7.2 Second Supplemental Indenture dated as of May 18, 1992 by and among
Food 4 Less, the Subsidiary Guarantors and United States Trust Company
of New York, as trustee (incorporated herein by reference to Exhibit
4.2.2 to Food 4 Less' Annual Report on Form 10-K for the fiscal year
ended June 27, 1992)..................................................
4.7.3 Third Supplemental Indenture dated as of July 24, 1992 by and among
Food 4 Less, Bay Area Warehouse Stores, Inc. and United States Trust
Company of New York, as trustee (incorporated herein by reference to
Exhibit 4.2.3 to Food 4 Less' Annual Report on Form 10-K for the
fiscal year ended June 27, 1992)......................................
</TABLE>
E-2
<PAGE> 203
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ---------------------------------------------------------------------- ----
<S> <C> <C>
4.7.4 Form of Fourth Supplemental Indenture dated as of ,
1995, by and among Food 4 Less, the subsidiary guarantors identified
therein and United States Trust Company of New York, as trustee, with
respect to its 13 3/4% Senior Subordinated Notes due 2001
(incorporated herein by reference to Exhibit 4.7.4 to Amendment No. 1
to Food 4 Less' Registration Statement on Form S-4, No. 33-56451).....
4.7.5 Form of Fifth Supplemental Indenture dated as of , 1995 by
and among Ralphs Grocery Company (as successor by merger to Food 4
Less), the subsidiary guarantors identified therein and the United
States Trust Company of New York, as trustee, with respect to its
13 3/4% Senior Subordinated Notes due 2001 (incorporated herein by
reference to Exhibit 4.7.5 to Amendment No. 1 to Food 4 Less'
Registration Statement on Form S-4, No. 33-56451).....................
4.8 Credit Agreement dated as of June 17, 1991 by and among Food 4 Less,
Alpha Beta Company, The Boys Markets, Inc., Cala Foods, Inc.,
Falley's, Inc. and Food 4 Less Merchandising, Inc., as borrowers;
Citicorp North America, Inc., Bankers Trust Company and Manufacturers
Hanover Trust Company, as Co-Agents, Citicorp North America, Inc. as
Administrative Agent and the Initial Lenders and the Designated
Issuers, all as identified therein (incorporated herein by reference
to Exhibit 4.4 to Food 4 Less' Annual Report on Form 10-K for the
fiscal year ended June 29, 1991)......................................
4.8.1 First Modification Agreement dated as of January 24, 1992 by and among
Food 4 Less, Alpha Beta Company, The Boys Markets, Inc., Cala Foods,
Inc., Falley's, Inc. and Food 4 Less Merchandising, Inc., as
borrowers; Citicorp North America, Inc., Bankers Trust Company and
Manufacturers Hanover Trust Company, as Co-Agents, Citicorp North
America, Inc. as Administrative Agent and the Required Lenders and the
other Loan Parties, all as identified therein (incorporated herein by
reference to Exhibit 4.5.1 to Food 4 Less' Annual Report on Form 10-K
for the fiscal year ended June 27, 1992)..............................
4.8.2 Second Modification Agreement dated as of April 13, 1992 by and among
Food 4 Less, Alpha Beta Company, Cala Foods, Inc., Falley's, Inc. and
Food 4 Less Merchandising, Inc., as borrowers; Citicorp North America,
Inc., Bankers Trust Company and Manufacturers Hanover Trust Company,
as Co-Agents, Citicorp North America, Inc. as Administrative Agent and
the Required Lenders and the other Loan Parties, all as identified
therein (incorporated herein by reference to Exhibit 4.5.2 to Food 4
Less' Annual Report on Form 10-K for the fiscal year ended June 27,
1992).................................................................
4.8.3 Third Modification Agreement dated as of September 15, 1992 by and
among Food 4 Less, Alpha Beta Company, Cala Foods, Inc., Falley's,
Inc. and Food 4 Less Merchandising, Inc., as borrowers; Citicorp North
America, Inc., Bankers Trust Company and Manufacturers Hanover Trust
Company, as Co-Agents, Citicorp North America, Inc. as Administrative
Agent and the Required Lenders and the other Loan Parties, all as
identified therein (incorporated herein by reference to Exhibit 4.5.3
to Food 4 Less' Annual Report on Form 10-K for the fiscal year ended
June 27, 1992)........................................................
4.8.4 Fourth Modification Agreement dated as of October 9, 1992 by and among
Food 4 Less, Alpha Beta Company, Cala Foods, Inc., Falley's, Inc. and
Food 4 Less Merchandising, Inc., as borrowers; Citicorp North America,
Inc., Bankers Trust Company and Manufacturers Hanover Trust Company,
as Co-Agents, Citicorp North America, Inc. as Administrative Agent and
the Required Lenders and the other Loan Parties, all as identified
therein (incorporated herein by reference to Exhibit 4.5.4 to Food 4
Less' Annual Report on Form 10-K for the fiscal year ended June 27,
1992).................................................................
</TABLE>
E-3
<PAGE> 204
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ---------------------------------------------------------------------- ----
<S> <C> <C>
4.8.5 Fifth Modification Agreement dated as of December 21, 1992 by and
among Food 4 Less, Alpha Beta Company, Cala Foods, Inc., Falley's,
Inc. and Food 4 Less Merchandising, Inc., as borrowers; Citicorp North
America, Inc., Bankers Trust Company and Chemical Bank (as successor
in interest to Manufacturers Hanover Trust Company), as Co-Agents,
Citicorp North America, Inc. as Administrative Agent and the Required
Lenders and the other Loan Parties, all as identified therein
(incorporated herein by reference to Exhibit 19.1 to Food 4 Less'
Quarterly Report on Form 10-Q for the fiscal year ended April 3,
1993).................................................................
4.8.6 Sixth Modification Agreement dated as of November 22, 1994 by and
among Food 4 Less, the subsidiaries named therein, as borrowers, and
Bankers Trust Company, Citicorp North America, Inc. and Chemical Bank
as Co-Agents, Citicorp North America, Inc. as Administrative Agent and
the Required Lenders and the other Loan Partners, all as identified
therein (incorporated herein by reference to Exhibit 4.8.6 to
Amendment No. 2 to Food 4 Less' Registration Statement on Form S-4,
No. 33-56451).........................................................
4.8.7 Seventh Modification Agreement dated as of January 25, 1995 by and
among Food 4 Less, the subsidiaries named therein, as borrowers, and
Bankers Trust Company, Citicorp North America, Inc. and Chemical Bank
as Co-Agents, Citicorp North America, Inc. as Administrative Agent and
the Required Lenders and the other Loan Partners, all as identified
therein (incorporated herein by reference to Exhibit 4.8.7 to
Amendment No. 2 to Food 4 Less' Registration Statement on Form S-4,
No. 33-56451).........................................................
4.9.8 Eighth Modification Agreement dated as of May 17, 1995 by and among
Food 4 Less, the subsidiaries named therein, as borrowers, and Bankers
Trust Company, Citicorp North America, Inc. and Chemical Bank as
Co-Agents, Citicorp North America, Inc. as Administrative Agent and
the Required Lenders and the other Loan Partners, all as identified
therein (incorporated herein by reference to Exhibit 4.3.8 to Food 4
Less' Annual Report on Form 10-K for the fiscal year ended January 29,
1995).................................................................
4.9 Bank commitment letter by and among Food 4 Less, the guarantors named
therein and Bankers Trust Company, as agent, and the financial
institutions identified therein (incorporated herein by reference to
Exhibit 4.8 to Amendment No. 2 to Food 4 Less' Registration Statement
on Form S-4, No. 33-56451)............................................
4.9.1 Form of Amendment No. 1 to bank commitment letter dated as of April
, 1995 by and among Food 4 Less Supermarkets, Inc., the guarantors
named therein, Bankers Trust Company, as agent, and the financial
institutions identified therein (incorporated herein by reference to
Exhibit 4.10.2 to Post-effective Amendment No. 1 to Holdings'
Registration Statement on Form S-4, No. 33-86356).....................
5.1 Opinion of Latham & Watkins regarding the legality of the %
Senior Notes due 2004 including consent*..............................
5.2 Opinion of Irwin, Clutter & Severson regarding the guarantee of
Falley's, Inc., including consent*....................................
10.1 Lease dated as of June 17, 1991 by and between Food 4 Less and
American Food and Drug, Inc. relating to La Habra, California property
(incorporated herein by reference to Exhibit 10.4 to Food 4 Less'
Annual Report on Form 10-K for the fiscal year ended June 29, 1991)...
10.2 Stockholders Agreement dated as of June 23, 1989 by and among Food 4
Less, Food 4 Less, Inc. and Peter J. Sodini (incorporated herein by
reference to Exhibit 10.16 to Food 4 Less' Registration Statement on
Form S-1, No. 33-31152)...............................................
10.2.1 Amendment dated as of May 4, 1990 to Stockholders Agreement by and
among Food 4 Less, Food 4 Less, Inc. and Peter J. Sodini (incorporated
herein by reference to Exhibit 10.58 to Food 4 Less' Registration
Statement on Form S-1, No. 33-31152)..................................
10.2.2 Letter Agreement dated as of June 27, 1990 by and among Peter J.
Sodini, The Boys Markets, Inc., and certain affiliates, officers,
directors and employees of Food 4 Less (incorporated herein by
reference to Exhibit 10.39.1 to Food 4 Less' Annual Report on Form
10-K for the fiscal year ended June 30, 1990).........................
</TABLE>
E-4
<PAGE> 205
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ---------------------------------------------------------------------- ----
<S> <C> <C>
10.2.3 Assignment and Assumption Agreement dated as of August 22, 1990 by and
between Peter J. Sodini and Ronald W. Burkle with respect to
Stockholders Agreement by and among Food 4 Less, Food 4 Less, Inc. and
Peter J. Sodini (incorporated herein by reference to Exhibit 10.16.2
to Food 4 Less' Annual Report on Form 10-K for the fiscal year ended
June 30, 1990)........................................................
10.2.4 Amendment dated as of December 31, 1992 by and among Food 4 Less,
Inc., Food 4 Less Holdings, Inc., Food 4 Less and Ronald W. Burkle to
Stockholders Agreement by and among Food 4 Less, Food 4 Less, Inc. and
Peter J. Sodini (incorporated herein by reference to Exhibit 10.6.2 to
Food 4 Less Holdings, Inc.'s Registration Statement on Form S-4, No.
33-59214).............................................................
10.3 Stockholders Agreement dated as of June 23, 1989 by and among Food 4
Less, Food 4 Less, Inc. and George G. Golleher (incorporated herein by
reference to Exhibit 10.17 to Food 4 Less' Registration Statement on
Form S-1, No. 33-31152)...............................................
10.3.1 Amendment dated as of May 4, 1990 to Stockholders Agreement by and
among Food 4 Less, Food 4 Less, Inc. and George G. Golleher
(incorporated herein by reference to Exhibit 10.59 to Food 4 Less'
Registration Statement on Form S-1, No. 33-31152).....................
10.3.2 Amendment dated as of December 31, 1992 by and among Food 4 Less
Holdings, Inc., Food 4 Less, Food 4 Less, Inc. and George G. Golleher
to Stockholders Agreement by and among Food 4 Less, Food 4 Less, Inc.
and George G. Golleher (incorporated herein by reference to Exhibit
10.8.2 to Food 4 Less Holdings, Inc.'s Registration Statement on Form
S-4, No. 33-59214)....................................................
10.4 Letter Agreement dated as of September 14, 1994 by and among FFL
Partners, Food 4 Less, Inc., Food 4 Less Holdings, Inc., Food 4 Less
and Falley's Inc. relating to certain obligations arising under the
Falley's, Inc. Stock Ownership Plan and Trust, as amended
(incorporated herein by reference to Exhibit 10.4 to Food 4 Less'
Annual Report on Form 10-K for the fiscal year ended June 25, 1994)...
10.5 Form of Consulting Agreement dated as of , 1995 by and
among The Yucaipa Companies and Food 4 Less*..........................
10.6 Consulting Agreement dated as of June 27, 1988 by and between
Falley's, Inc. and Joe S. Burkle (incorporated herein by reference to
Exhibit 10.38 to Food 4 Less' Registration Statement on Form S-1, No.
33-31152).............................................................
10.6.1 Letter Agreement dated as of December 10, 1990 amending Consulting
Agreement by and between Falley's, Inc. and Joe S. Burkle
(incorporated herein by reference to Exhibit 10.17.1 to Food 4 Less'
Annual Report on Form 10-K for the fiscal year ended June 29, 1991)...
10.7 Employment Agreement dated as of July 1, 1994 between Food 4 Less and
Harley DeLano (incorporated herein by reference to Exhibit 10.9 to
Food 4 Less' Annual Report on Form 10-K dated June 25, 1994)..........
10.8 Employment Agreement dated as of July 1, 1994 between Food 4 Less and
Greg Mays (incorporated herein by reference to Exhibit 10.10 to Food 4
Less' Annual Report on Form 10-K dated June 25, 1994).................
10.9 Amended and Restated Tax Sharing Agreement dated as of June 17, 1991
by and among Food 4 Less, Inc., Food 4 Less and the subsidiaries of
Food 4 Less (incorporated herein by reference to Exhibit 10.20 to Food
4 Less' Annual Report on Form 10-K for the fiscal year ended June 29,
1991).................................................................
12.1 Statements regarding computations of ratios of earnings to fixed
charges...............................................................
21.1 Subsidiaries of Food 4 Less (incorporated herein by reference to
Exhibit 22.1 to Food 4 Less' Annual Report on Form 10-K dated June 25,
1994).................................................................
23.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants...........................................................
23.2 Consent of Arthur Andersen LLP, independent public accountants........
23.3 Consent of Latham & Watkins (included in the opinion filed as Exhibit
5.1 to the Registration Statement)*...................................
23.4 Consent of Director Nominee Byron E. Allumbaugh+......................
23.5 Consent of Director Nominee Alfred A. Marasca+........................
</TABLE>
E-5
<PAGE> 206
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ---------------------------------------------------------------------- ----
<S> <C> <C>
23.6 Consent of Director Nominee Patrick L. Graham+........................
23.7 Consent of Irwin, Clutter & Severson (included in the opinion filed as
Exhibit 5.2 to the Registration Statement)*...........................
24 Power of Attorney of directors and officers of Food 4 Less (included
in the signature pages in Part II of the Registration Statement)+.....
25.1 Statement of Eligibility and Qualification on Form T-1 of Norwest Bank
Minnesota, N.A., as trustee, under the Indenture for the % Senior
Notes due 2004 (incorporated herein by reference to Exhibit 25.1 to
Amendment No. 1 to Food 4 Less' Registration Statement on Form S-4,
No. 33-56451).........................................................
25.2 Statement of Eligibility and Qualification on Form T-1 of United
States Trust Company of New York, as trustee, under the Indenture for
the % Senior Subordinated Notes due 2005 (incorporated herein by
reference to Exhibit 25.2 to Food 4 Less Registration Statement on
Form S-4, No. 33-56445)
</TABLE>
---------------
* To be filed by amendment.
+ Previously filed.
E-6
<PAGE> 1
Exhibit 1.1
FOOD 4 LESS SUPERMARKETS, INC.
$295,000,000 ___% Senior Notes due 2004
$200,000,000 ___% Senior Subordinated Notes due 2005
(Interest Payable ______________ and ______________)
UNDERWRITING AGREEMENT
___________ __, 1995
BT Securities Corporation
CS First Boston Corporation
Donaldson, Lufkin & Jenrette
Securities Corporation
c/o BT Securities Corporation
One Bankers Trust Plaza
New York, New York 10005
Ladies and Gentlemen:
Food 4 Less Supermarkets, Inc., a Delaware
corporation ("Food 4 Less"), intends to merge (the "Merger")
with and into Ralphs Supermarkets, Inc., a Delaware corporation
("RSI"), with RSI surviving the Merger (as such surviving
company, the "Surviving Company"), pursuant to an Agreement and
Plan of Merger dated as of September 14, 1994 (as amended
through the date hereof, the "Merger Agreement"), by and among
Food 4 Less, Food 4 Less, Inc. ("F4L"), Food 4 Less Holdings,
Inc. ("Holdings"), RSI and the stockholders of RSI. Upon
consummation of the Merger, it is anticipated that the
Surviving Company will merge with its wholly owned subsidiary,
Ralphs Grocery Company, a Delaware corporation ("RGC"), with
the Surviving Company surviving such merger (the "Subsequent
Merger", and together with the Merger, the "Mergers"). Upon
consummation of the Mergers, the Surviving Company will change
its name to "Ralphs Grocery Company" ("Ralphs"). Prior to the
Merger, (i) F4L intends to merge with Holdings, with Holdings
surviving such merger (the "F4L Merger") and (ii) immediately
following the F4L Merger, Holdings will merge with and into its
newly formed wholly-owned subsidiary incorporated in Delaware
1
<PAGE> 2
("New Holdings"), with New Holdings surviving such Merger (the
"Delaware Merger" and together with the F4L Merger, the "Equity
Merger").
In connection with the Mergers, (i) Food 4 Less
proposes to offer (collectively, the "F4L Exchange Offers") to
holders of its 10.45% Senior Notes due 2000 (the "Old F4L
10.45% Notes") and its 13.75% Senior Subordinated Notes due
2001 (the "Old F4L 13.75% Notes", and together with the Old
10.45% Notes, the "Old F4L Notes") upon the terms and subject
to the conditions set forth in the Prospectus and Solicitation
Statement dated May 12, 1995 (the "F4L Prospectus"), to
exchange (a) for each $1,000 principal amount of Old 10.45%
Notes, $1,000 principal amount of new Senior Notes due 2004 of
the Surviving Company (the "Senior Notes") and a cash payment
and (b) for each $1,000 principal amount of Old 13.75% Notes,
$1,000 principal amount of new Senior Subordinated Notes due
2005 of the Surviving Company and a cash payment and (ii) Food
4 Less proposes to offer (collectively, the "RGC Offers") to
holders of the 9% Senior Subordinated Notes due 2003 of RGC
(the "9% RGC Notes") and the 10 1/4% Senior Subordinated Notes
due 2002 of RGC (the "10 1/4% RGC Notes", and together with the
9% RGC Notes, the "Old RGC Notes", and together with the Old
F4L Notes, the "Old Notes") upon the terms and subject to the
conditions set forth in the Prospectus and Solicitation
Statement dated May 12, 1995 (the "RGC Prospectus"), (a) to
exchange for each $1,000 principal amount of Old RGC Notes,
$1,000 principal amount of new Senior Subordinated Notes due
2005 of the Surviving Company (the "Senior Subordinated Notes")
and a cash payment and (b) to purchase for cash any or all of
the Old RGC Notes. The Senior Notes will be issued pursuant to
an Indenture (the "Senior Note Indenture") to be entered into
by the Surviving Company, as issuer, each of Alpha Beta
Company, Bay Area Warehouse Stores, Inc., Bell Markets, Inc.,
Cala Co., Cala Foods, Inc., Falley's Inc., Food 4 Less of
California, Inc., Food 4 Less Merchandising, Inc., Food 4 Less
of Southern California, Inc. and Food 4 Less GM, Inc., as
guarantors, (collectively, the "Subsidiary Guarantors") and
Norwest Bank Minnesota N.A., as trustee (the "Senior Note
Trustee). The Senior Subordinated Notes will be issued
pursuant to an Indenture (the "Senior Subordinated Note
Indenture" and together with the Senior Note Indenture, the
"Indentures") to be entered into by the Surviving Company, as
issuer, the Subsidiary Guarantors, and United States Trust
Company of New York, as trustee (the "Senior Subordinated Note
Trustee" and collectively with the Senior Note Trustee (the
"Trustees")). The New Senior Notes and the New Senior
Subordinated Notes will be unconditionally guaranteed (the
"Guarantees"), on a joint and several basis, by each of the
Subsidiary Guarantors pursuant to the terms of the applicable
indenture. As used in this Agreement, the term "Issuers" shall
refer collectively to Food 4 Less (or after giving effect to
the Mergers, the Surviving Company) and the Subsidiary
Guarantors.
2
<PAGE> 3
Upon consummation of the Mergers, the Surviving
Company and the Subsidiary Guarantors will enter into an
indenture supplemental to each of the Indentures (the
"Supplemental Indentures") with the trustees thereunder and
Crawford Stores, Inc., an indirect wholly-owned subsidiary of
RSI, pursuant to which such subsidiary (the "Additional
Guarantor") will guarantee the Senior Notes and the Senior
Subordinated Notes, pursuant to and in accordance with the
applicable Indenture. As used herein with respect to periods
subsequent to the consummation of the Merger, the term
"Subsidiary Guarantor" will include the Additional Guarantor.
The Issuers hereby confirm their agreement with you
(the "Underwriters"), as set forth below.
1. The Securities. Subject to the terms and
conditions herein contained, the Surviving Company (as defined)
proposes to issue and sell to the Underwriters (i) $295,000,000
aggregate principal amount of its Senior Notes, which will be
part of the same issue as the Senior Notes issued pursuant to
the F4L Exchange Offers and (ii) $200,000,000 aggregate
principal amount of its Senior Subordinated Notes, which will
be part of the same issue as the Senior Subordinated Notes
issued pursuant to the RGC Offers. The Senior Notes and the
Senior Subordinated Notes to be issued and sold by the
Surviving Company to the several Underwriters pursuant to this
Agreement are hereinafter referred to collectively as the
"Notes"; and the Notes and the related Guarantees are
hereinafter referred to collectively as the "Securities".
2. Representations and Warranties
(a) Each Issuer jointly and severally represents and
warrants to and agrees with the Underwriters that:
(i) A registration statement on Form S-1 (File
No. 33-57185), with respect to the Securities, including a
prospectus, subject to completion, has been filed by the
Issuers with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended
(together with the rules and regulations of the Commission
promulgated thereunder, the "Act"); and one or more
amendments to such registration statement also have been
so filed. After the execution of this Agreement, the
Issuers will file with the Commission either (x) if such
registration statement, as it may have been amended, has
been declared by the Commission to be effective under the
Act, a prospectus in the form most recently included in an
amendment to such registration statement (or, if no such
amendment shall have been filed, such registration
statement) with such changes or insertions as are required
by Rule 430A under the Act or permitted by Rule 424(b)
under the Act and as have been provided to and approved by
3
<PAGE> 4
the Underwriters prior to the execution of this Agreement,
or (y) if such registration statement, as it may have been
amended, has not been declared by the Commission to be
effective under the Act, an amendment to such registration
statement, including a form of prospectus, a copy of which
amendment has been furnished to and approved by the
Underwriters prior to the execution of this Agreement. As
used in this Agreement, the term "Registration Statement"
means such registration statement, as amended at the time
when it was or is declared effective, including all
financial schedules and exhibits thereto and including any
information omitted therefrom pursuant to Rule 430A under
the Act and included in the Prospectus (as hereinafter
defined); the term "Preliminary Prospectus" means each
prospectus, subject to completion, filed with such
registration statement or any amendment thereto (including
the prospectus, subject to completion, if any, included in
such Registration Statement or any amendment thereto at
the time it was or is declared effective); and the term
"Prospectus" means the prospectus first filed with the
Commission pursuant to Rule 424(b) under the Act or, if no
prospectus is required to be filed pursuant to said Rule
424(b) such term means the prospectus included in such
Registration Statement.
(ii) The Commission has not issued any order
preventing or suspending the use of any Preliminary
Prospectus. When any Preliminary Prospectus was filed
with the Commission it (x) complied in all material
respects with the requirements of the Act and (y) did not
include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading. When the
Registration Statement or any amendment thereto was or is
declared effective, it (x) complied or will comply in all
material respect with the requirements of the Act and (y)
did not or will not include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein not misleading. When the
Prospectus or any amendment or supplement thereto is filed
with the Commission pursuant to Rule 424(b) (or, if the
Prospectus or such amendment or supplement is not required
to be so filed, when the Registration Statement or the
amendment thereto containing such amendment or supplement
to the Prospectus was or is declared effective) and on the
Closing Date (as defined in Section 3), the Prospectus, as
amended or supplemented at any such time, (x) complied or
will comply in all material respects with the requirements
of the Act and (y) did not or will not include any untrue
statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading. The foregoing provisions of this
4
<PAGE> 5
paragraph (ii) do not apply to statements or omissions
made in any Preliminary Prospectus, the Registration
Statement or any amendment thereto or the Prospectus or
any amendment or supplement thereto in reliance upon and
in conformity with written information furnished to the
Issuers by the Underwriters specifically for use therein,
as referenced in Section 11 hereof, or to the Statements
of Eligibility and Qualification (the "Forms T-1") under
the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act") of the Trustees filed as exhibits to the
Registration Statement.
(iii) Each of Food 4 Less and the Subsidiary
Guarantors has, and after giving effect to the Mergers and
the Equity Merger, the Surviving Company and the
Subsidiary Guarantors will have, all the necessary
corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby and by the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus). Each of Food 4 Less
and the Subsidiary Guarantors has, and after giving effect
to the Mergers and the Equity Merger, the Surviving
Company and the Subsidiary Guarantors will have, taken all
necessary corporate action to authorize the issuance of
the Securities.
(iv) Each of Food 4 Less and the Subsidiary
Guarantors has, and after giving effect to the Mergers and
the Equity Merger, the Surviving Company and the
Subsidiary Guarantors will have, been duly incorporated
and each of Food 4 Less and the Subsidiary Guarantors is,
and after giving effect to the Mergers and the Equity
Merger the Surviving Company and the Subsidiary Guarantors
will be, validly existing in good standing as a
corporation under the laws of its jurisdiction of
incorporation, with all requisite corporate power and
authority to own or lease its properties and conduct its
businesses as now conducted as described in the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus), and each of Food 4 Less
and the Subsidiary Guarantors is, and after giving effect
to the Mergers and the Equity Merger the Surviving Company
and the Subsidiary Guarantors will be, duly qualified to
do business as a foreign corporation in good standing in
all other jurisdictions where the ownership or leasing of
its properties or the conduct of its businesses requires
such qualification, except where the failure to be so
qualified would not have (x) a material adverse effect on
the business, condition (financial or other) or results of
operations of Food 4 Less and the Subsidiary Guarantors
(or, after giving effect to the Equity Merger, the
Mergers, and the other transactions contemplated by the
Prospectus (or, if the Prospectus is not in existence, the
5
<PAGE> 6
most recent Preliminary Prospectus) the Surviving Company
and its subsidiaries) taken as a whole; or (y) an adverse
effect on the ability of Food 4 Less or any Subsidiary
Guarantor to perform any of its material obligations under
any of the agreements, documents or instruments
contemplated to be entered into by Food 4 Less or any of
the Subsidiary Guarantors hereby or by the Prospectus (or,
if the Prospectus is not in existence, the most recent
Preliminary Prospectus), (collectively, the "Transaction
Documents") to which it is a party either before or after
giving effect to the Mergers and the other transactions
contemplated by the Prospectus (or, if the Prospectus is
not in existence the most recent Preliminary Prospectus)
(a "Material Adverse Effect"); Food 4 Less has, and upon
consummation of the Equity Merger and the Mergers, the
Surviving Company will have (based upon the assumptions
described and referred to in the first paragraph of the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus) under the caption,
"Pro Forma Capitalization"), in all material respects, the
authorized, issued and outstanding capitalization set
forth in the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus); the
only direct or indirect subsidiaries of Food 4 Less (or,
after giving effect to the Equity Merger, the Mergers and
the other transactions contemplated by the Prospectus (or,
if the Prospectus is not in existence the most recent
Preliminary Prospectus), the Surviving Company) are the
Subsidiary Guarantors; except as aforesaid, neither Food 4
Less nor any of the Subsidiary Guarantors owns, directly
or indirectly, any of the capital stock or other equity
securities of any other person, except that Alpha Beta
Company has an investment in Certified Grocers of
California, Inc. ("Certified"), one of Food 4 Less's
suppliers, and Food 4 Less GM has an interest in a joint
venture with Certified; the outstanding shares of capital
stock of Food 4 Less and each of the Subsidiary Guarantors
(and, upon consummation of the Equity Merger and the
Mergers and the other transactions contemplated by the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus), the Surviving Company
and each of its subsidiaries) have been duly authorized
and validly issued, are fully paid and nonassessable and
were not issued in violation of any preemptive or similar
rights granted by such person; and except as described in
the Prospectus (or, if the Prospectus is not in existence
the most recent Preliminary Prospectus), all of the
outstanding shares of capital stock of each of the
Subsidiary Guarantors are owned beneficially by Food 4
Less (and, upon consummation of the Mergers and the other
transactions contemplated by the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus, the Surviving Company) free and
clear of all liens, encumbrances, security interests,
6
<PAGE> 7
mortgages, pledges, charges or claims. No holders of
securities of Food 4 Less or any of the Subsidiary
Guarantors (or, upon consummation of the Equity Merger,
Mergers and the other transactions contemplated by the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus), the Surviving Company
or any of its subsidiaries) are entitled to have such
securities registered under the Registration Statement.
(v) The Securities have been duly and validly
authorized by Food 4 Less for issuance and conform in all
material respects to the description thereof in the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus). The Securities, when
executed by the Surviving Company and authenticated by the
applicable Trustee in accordance with the provisions of
the applicable Indenture, and delivered to and paid for by
the Underwriters in accordance with the terms hereof, will
have been duly executed, issued and delivered and will
constitute valid and legally binding obligations of the
Surviving Company entitled to the benefits of the
applicable Indenture and enforceable against the Surviving
Company in accordance with their terms, except that the
enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors'
rights generally, (ii) general principles of equity and
the discretion of the court before which any proceeding
therefor may be brought (regardless of whether such
enforcement is considered in a proceeding in equity or at
law), (iii) the unenforceability, under certain
circumstances, of provisions imposing penalties,
forfeitures, late payment charges or an increase in
interest rate upon delinquency in payment or the
occurrence of a default, and (iv) the unenforceability of
any provision requiring the payment of attorneys' fees,
except to the extent that a court determines such fees to
be reasonable. Food 4 Less and the Subsidiary Guarantors
(and, upon consummation of the Equity Merger, the Mergers
and the other transactions contemplated by the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus), the Surviving Company and
the Subsidiary Guarantors) have all requisite corporate
power and authority to execute, deliver and perform its
obligations under the Indentures and the Guarantees. Upon
consummation of the Mergers, the Surviving Company will
have all requisite corporate power and authority to issue
and deliver the Securities and each Subsidiary Guarantor
will have all requisite corporate power and authority to
issue and deliver its Guarantees to the Underwriters as
provided herein. Each of the Indentures has been duly
authorized by Food 4 Less and the Subsidiary Guarantors
and, when executed and delivered by Food 4 Less and the
Subsidiary Guarantors (and, upon consummation of the
7
<PAGE> 8
Equity Merger, the Mergers and the other transactions
contemplated by the Prospectus (or if the Prospectus is
not in existence, the most recent Prelimianry Prospectus),
the Surviving Company and the Subsidiary Guarantors)
(assuming the due authorization, execution and delivery
thereof by the applicable Trustee), will constitute a
valid and legally binding agreement of each of the
Surviving Company and the Subsidiary Guarantors
enforceable against each of them in accordance with its
terms, except that the enforcement thereof may be subject
to (v) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other laws now or hereafter in
effect relating to creditors' rights generally, including,
without limitation, the effect on the Guarantees of
Section 548 of the Bankruptcy Code and comparable
provisions of state law, (w) general principles of equity
and the discretion of the court before which any
proceeding therefor may be brought (regardless of whether
such enforcement is considered in a proceeding in equity
or at law), (x) the unenforceability, under certain
circumstances, of provisions imposing penalties,
forfeitures, late payment charges or an increase in
interest rate upon delinquency in payment or the
occurrence of a default, (y) the unenforceability of any
provision requiring the payment of attorneys' fees, except
to the extent that a court determines such fees to be
reasonable and (z) the unenforceability of the provisions
contained in the Indentures relating to the waiver of
(A) stay, extension or usury laws and (B) subrogation
rights or other rights and defences of the Subsidiary
Guarantors.
(vi) The Guarantees endorsed on the Securities have
been duly authorized and, when executed and delivered,
will, upon the execution, authentication and delivery of
the Securities and payment therefor, be valid and binding
obligations of each Subsidiary Guarantor enforceable
against such Subsidiary Guarantor in accordance with their
respective terms, except that the enforcement thereof may
be subject to (w) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws
now or hereafter in effect relating to creditors' rights
generally, including, without limitation, the effect on
the Guarantees of Section 548 of the Bankruptcy Code and
comparable provisions of state law, (x) general principles
of equity and the discretion of the court before which any
proceeding therefor may be brought (regardless of whether
such enforcement is considered in a proceeding in equity
or at law), (y) the unenforceability, under certain
circumstances, of provisions imposing penalties,
forfeitures, late payment charges or an increase in
interest rate upon delinquency in payment or the
occurrence of a default, and (z) the unenforceability of
any provision requiring the payment of attorneys' fees,
8
<PAGE> 9
except to the extent that a court determines such fees to
be reasonable.
(vii) This Agreement has been duly authorized,
executed and delivered by Food 4 Less and each of the
Subsidiary Guarantors and, assuming the due authorization,
execution and delivery hereof by the Underwriters,
constitutes the valid and legally binding obligation of
Food 4 Less and the Subsidiary Guarantors enforceable
against Food 4 Less and the Subsidiary Guarantors (and
after giving effect to the Equity Merger and the Mergers,
the Surviving Company and its subsidiaries) in accordance
with its terms, except that the enforcement hereof may be
subject to (v) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally,
(w) general principles of equity and the discretion of the
court before which any proceeding therefor may be brought
(regardless of whether such enforcement is considered in a
proceeding in equity or at law), (x) the unenforceability,
under certain circumstances, of provisions imposing
penalties, forfeitures, late payment charges or an
increase in interest rate upon delinquency in payment or
the occurrence of a default, (y) the unenforceability of
any provision requiring the payment of attorneys' fees,
except to the extent that a court determines such fees to
be reasonable and (z) the unenforceability under certain
circumstances under law or court decisions of provisions
for the indemnification of or contribution to a party with
respect to a liability where such indemnification or
contribution is contrary to public policy. Except as
described in the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus), no
consent, approval, authorization or order of any court or
governmental agency or body is required for the
performance of this Agreement, the Securities, the
Guarantees, the Indentures, or any of the other
Transaction Documents by Food 4 Less or any Subsidiary
Guarantors (or upon consummation of the Equity Merger and
the Mergers, the Surviving Company or any Subsidiary
Guarantor) (to the extent each such person is a party
thereto) or the consummation by Food 4 Less or any
Subsidiary Guarantors (or upon consummation of the Equity
Merger and the Mergers, the Surviving Company or any
Subsidiary Guarantor) of any of the transactions
contemplated hereby or thereby or by the Prospectus (or,
if the Prospectus is not in existence, the most recent
Preliminary Prospectus), except such as have been obtained
and such as may be required under the Act, the Trust
Indenture Act or state securities or "Blue Sky" laws in
connection with the purchase and distribution of the
Securities by the Underwriters, the Equity Merger, the
Mergers or any of such other transactions. None of Food 4
Less or any of the Subsidiary Guarantors is (and upon
9
<PAGE> 10
consummation of the Equity Merger and the Mergers, none of
the Surviving Company or any of the Subsidiary Guarantors
will be) (i) in violation of its certificate of
incorporation or bylaws, (ii) in violation of any statute,
judgment, decree, order, rule or regulation applicable to
Food 4 Less or any of the Subsidiary Guarantors (or upon
consummation of the Equity Merger and the Mergers, the
Surviving Company or any of the Subsidiary Guarantors)
which violation would have a Material Adverse Effect, or
(iii) in default in the performance or observance of any
obligation, agreement, covenant or condition contained in
any contract, indenture, mortgage, deed of trust, loan
agreement, note, lease, license, franchise agreement,
permit, certificate or other agreement or instrument to
which Food 4 Less or any of the Subsidiary Guarantors (or
upon consummation of the Equity Merger and the Mergers,
the Surviving Company or any of the Subsidiary Guarantors)
is subject, which default would have a Material Adverse
Effect.
The execution, delivery and performance by Food 4
Less and the Subsidiary Guarantors (and upon consummation
of the Equity Merger and the Mergers, the Surviving
Company and the Subsidiary Guarantors) of this Agreement
the Securities, the Guarantees, the Indentures and each of
the other Transaction Documents (to the extent each such
person is a party thereto), and the consummation by Food 4
Less and each of the Subsidiary Guarantors (and upon
consummation of the Equity Merger and the Mergers, the
Surviving Company and the Subsidiary Guarantors) of the
transactions contemplated hereby, thereby and by the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus) will not (after giving
effect to all amendments and waivers obtained on or prior
to the Closing Date (as hereinafter defined) which are
described in the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus))
conflict with or constitute or result in a breach or
violation by Food 4 Less or any of the Subsidiary
Guarantors (or upon consummation of the Equity Merger and
the Mergers, the Surviving Company or any of the
Subsidiary Guarantors) of any of (x) the terms or
provisions of, or constitute a default by Food 4 Less or
any of the Subsidiary Guarantors (or upon consummation of
the Mergers, the Surviving Company or any of the
Subsidiary Guarantors) under, any indenture, mortgage,
deed of trust, loan agreement, note, lease, license,
franchise agreement, or other agreement or instrument to
which any such person is a party or to which any of them
or their respective properties is subject, which conflict,
breach, violation or default would have a Material Adverse
Effect, (y) the certificate of incorporation or bylaws of
any such person, or (z) any statute, judgment, decree,
order, rule or regulation (excluding state securities and
10
<PAGE> 11
"Blue Sky" laws) of any court or governmental agency or
other body applicable to any such person, or any of their
respective properties, which conflict, breach, violation
or default would have a Material Adverse Effect.
(viii) (x) Immediately after the consummation of the
Equity Merger, the Mergers, the issuance of the Securities
and the other transactions contemplated by the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus), the fair value and present
fair saleable value of the assets of the Surviving Company
and each Subsidiary Guarantor will exceed the sum of its
stated liabilities and identified contingent liabilities;
and (y) after giving effect to the execution, delivery and
performance of the Transaction Documents and the
consummation of the transactions contemplated thereby and
by the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus),
neither Food 4 Less or any Subsidiary Guarantor is, nor,
upon consummation of the Mergers, will the Surviving
Company or any Subsidiary Guarantor be, (a) left with
unreasonably small capital with which to carry on its
business as it is proposed to be conducted, (b) unable to
pay its debts (contingent or otherwise) as they mature or
(c) insolvent.
(ix) Each of Food 4 Less and the Subsidiary
Guarantors have, and upon consummation of the Equity
Merger and the Mergers, the Surviving Company and each of
the Subsidiary Guarantors will have, all requisite
corporate power and authority to execute, deliver and
perform their respective obligations under each of the
Transaction Documents (to the extent each is a party
thereto). As of the Closing Date, each of the Transaction
Documents will have been duly and validly authorized by
each of Food 4 Less and the Subsidiary Guarantors, and
upon consummation of the Equity Merger and the Mergers,
the Surviving Company and each of the Subsidiary
Guarantors (to the extent each is a party thereto); and,
when executed and delivered by Food 4 Less and the
Subsidiary Guarantors (to the extent each is a party
thereto), each such Transaction Document will constitute a
valid and legally binding obligation of each of Food 4
Less and the Subsidiary Guarantors (and will, upon
consummation of the Equity Merger and the Mergers,
constitute a valid and legally binding obligation of the
Surviving Company and each of the Subsidiary Guarantors),
to the extent each is a party thereto, enforceable against
each such person in accordance with its terms except that
the enforcement thereof may be subject to (w) bankruptcy,
insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally,
(x) general principles of equity and the discretion of the
11
<PAGE> 12
court before which any proceeding therefor may be brought
(regardless of whether such enforcement is considered in a
proceeding in equity or at law), (y) the unenforceability,
under certain circumstances, of provisions imposing
penalties, forfeitures, late payment charges or an
increase in interest rate upon delinquency in payment or
the occurrence of a default, and (z) the unenforceability
of any provision requiring the payment of attorneys' fees,
except to the extent that a court determines such fees to
be reasonable.
(x) As of the Closing Date each of the Supplemental
Indentures will have been duly and validly authorized by
Crawford Stores. The Supplemental Indentures, when
executed and delivered by Crawford Stores (assuming the
due authorization, execution and delivery thereof by the
applicable Trustee) will have been duly executed and
delivered and will constitute valid and legally binding
obligations of Crawford Stores enforceable against
Crawford Stores in accordance with their terms, except
that the enforcement thereof may be subject to
(i) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to
creditors' rights generally, (ii) general principles of
equity and the discretion of the court before which any
proceeding therefor may be brought (regardless of whether
such enforcement is considered in a proceeding in equity
or at law), (iii) the unforceability, under certain
circumstances, of provisions imposing penalties,
forfeitures, late payment charges or an increase in
interest rate upon delinquency in payment or the
occurrence of a default, and (iv) the unenforceability of
any provision requiring the payment of attorneys' fees,
except to the extent that a court determines such fees to
be reasonable.
(xi) As of the Closing Date, the Equity Merger will
have been duly authorized by Holdings and F4L and will
have been duly approved by the stockholder of F4L; the
Equity Merger will conform in all material respects to the
description thereof in the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus). The Mergers have been duly
authorized by Food 4 Less and have been duly approved by
Food 4 Less' stockholders; the Merger Agreement conforms
and the Mergers will conform in all material respects to
the description thereof in the Prospectus (or, if the
Prospectus is not in existence the most recent Preliminary
Prospectus).
(xii) Except as disclosed in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus), and except as would not
individually or in the aggregate have a Material Adverse
12
<PAGE> 13
Effect (w) Food 4 Less and each of the Subsidiary
Guarantors is in compliance with all applicable
Environmental Laws (as defined below), (x) Food 4 Less and
each of the Subsidiary Guarantors has all permits,
authorizations and approvals required under any applicable
Environmental Laws and is in compliance with their
requirements, (y) there are no pending, or to the best
knowledge of Food 4 Less or any of the Subsidiary
Guarantors threatened, Environmental Claims (as defined
below) against Food 4 Less or any of the Subsidiary
Guarantors and (z) Food 4 Less and each of the Subsidiary
Guarantors does not have knowledge of any circumstances
with respect to any of their respective properties or
operations that could reasonably be anticipated to form
the basis of an Environmental Claim against Food 4 Less or
any of the Subsidiary Guarantors or any of their
respective properties or operations and the business
operations relating thereto that could reasonably be
expected to have a Material Adverse Effect. For purposes
of this Agreement, the following terms shall have the
following meanings: "Environmental Law" means, with
respect to any person, any federal, state, local or
municipal statute, law, rule, regulation, ordinance, code,
policy or rule of common law and any published judicial or
administrative interpretation thereof including any
judicial or administrative order, consent decree or
judgment binding on such person or any of its
subsidiaries, relating to the environment, health, safety
or any chemical, material or substance, exposure to which
is prohibited, limited or regulated by any such
governmental authority. "Environmental Claims" means any
and all administrative, regulatory or judicial actions,
suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigations or proceedings
relating in any way to any Environmental Law.
(xiii) The audited consolidated financial statements
and schedules of Food 4 Less included in the Registration
Statement and Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus) present
fairly the consolidated financial position, results of
operations and cash flows of Food 4 Less at the dates and
for the periods to which they relate, and have been
prepared in accordance with generally accepted accounting
principles applied on a consistent basis, except as
otherwise stated therein, and the unaudited consolidated
financial statements of Food 4 Less and the related notes
included in the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus)
present fairly the consolidated financial position,
results of operations and cash flows of Food 4 Less at the
dates and for the periods to which they relate, subject to
year-end audit adjustments, and have been prepared in
accordance with generally accepted accounting principles
13
<PAGE> 14
applied on a consistent basis, except as otherwise stated
therein.
The pro forma financial statements and other pro
forma financial information (including the notes thereto)
included in the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus) and
the Registration Statement have been prepared in
accordance with applicable requirements of Regulation S-X
promulgated under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act") and have been properly
computed on the bases described therein. The assumptions
used in the preparation of the pro forma financial
statements and other pro forma financial information
included in the Registration Statement and the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus) are reasonable and the
adjustments used therein are appropriate to give effect to
the transactions or circumstances referred to therein.
Arthur Andersen LLP, which has audited certain of
such financial statements and schedules as set forth in
their reports included in the Registration Statement and
the Prospectus (or, if the Prospectus is not in existence,
the most recent Preliminary Prospectus) is an independent
public accounting firms as required by the Act. The
statistical and market-related data (including, without
limitation, the estimated cost savings information)
included in the Registration Statement and the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus) are based on or derived
from sources which Food 4 Less and the Subsidiary
Guarantors believe to be reliable and accurate.
(xiv) Except as described in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus) there is not pending or, to the
knowledge of Food 4 Less or any of the Subsidiary
Guarantors, threatened, any action, suit, proceeding,
inquiry or investigation to which Food 4 Less or any
Subsidiary Guarantors, or to which the property of Food 4
Less or any Subsidiary Guarantors is subject, before or
brought by any court or governmental agency or body, which
would if adversely determined have a Material Adverse
Effect.
(xv) Food 4 Less and each of the Subsidiary
Guarantors has (and upon consummation of the Equity Merger
and the Mergers, the Surviving Company and each of its
subsidiaries will have) (a) good and marketable title to
all the properties and other material assets (personal,
tangible, intangible or mixed) owned by it, or purported
to be owned by it, and, as of the Closing Date (after
giving effect to the Equity Merger and the Mergers), such
14
<PAGE> 15
title will be free and clear of all liens, except for
liens which would be permitted under the Indentures and
(b) peaceful and undisturbed possession under all leases
to which it is a party as lessee or sublessee, except for
such defects in title or lack of possession that, in the
aggregate, could not reasonably be expected to have a
Material Adverse Effect. Food 4 Less and each of the
Subsidiary Guarantors operates (and upon consummation of
the Equity Merger and the Mergers, the Surviving Company
and each of its subsidiaries will operate) all material
real and personal property leased by it under valid and
enforceable leases and has, and upon consummation of the
Equity Merger and the Mergers, shall have, performed in
all material respects the obligations required to be
performed by it with respect to each such lease, except
for such leases and obligations which, in the aggregate,
could not reasonably be expected to have a Material
Adverse Effect. As to leases with respect to which Food 4
Less or any Subsidiary Guarantor is the lessor, the
lessees and other parties under such leases are in
compliance with all terms and conditions thereunder and
such leases are in full force and effect except for any
failures to comply or remain in full force and effect
which could not reasonably be expected to have a Material
Adverse Effect. All tangible assets and properties of
each of Food 4 Less and the Subsidiary Guarantors are in
good working order (subject to ordinary wear and tear) and
are adequate for the uses to which they are being put or
would be put in the ordinary course of business except for
such assets and properties as are not material in the
aggregate to the business, condition (financial or
otherwise) or results of operations of Food 4 Less and the
Subsidiary Guarantors taken as a whole.
(xvi) Food 4 Less and the Subsidiary Guarantors own,
or are licensed under, and have (and upon consummation of
the Equity Merger and the Mergers, the Surviving Company
and each of its subsidiaries will be licensed under and
will have) the rights to use, all trademarks and trade
names (collectively, "Intellectual Property") used in, or
necessary for the conduct of, their businesses as
currently conducted, and the consummation of the
transactions contemplated hereby and by the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus) will not alter or impair
any such rights, except for such alterations or
impairments as could not reasonably be expected to have a
Material Adverse Effect. To the best knowledge of Food 4
Less and the Subsidiary Guarantors no claims have been
asserted by any person to the use of any such Intellectual
Property or challenging or questioning the validity or
effectiveness of any license or agreement related thereto,
except for such alterations or impairments as could not
reasonably be expected to have a Material Adverse Effect.
15
<PAGE> 16
To the best knowledge of Food 4 Less and the Subsidiary
Guarantors, there is no valid basis for any such claim and
the use of such Intellectual Property by Food 4 Less and
the Subsidiary Guarantors does not infringe on the rights
of any person. Food 4 Less and each of the Subsidiary
Guarantors has obtained all licenses, permits, franchises
and other governmental authorizations, the lack of which
would have a Material Adverse Effect.
(xvii) Subsequent to the respective dates as of
which information is given in the Registration Statement
and Prospectus (or, if the Prospectus is not in existence,
the most recent Preliminary Prospectus) and except as
described therein or contemplated thereby, (x) neither
Food 4 Less nor any of the Subsidiary Guarantors has
incurred any material liabilities or obligations, direct
or contingent, or entered into any material transactions,
not in the ordinary course of business and (y) neither
Food 4 Less nor any of the Subsidiary Guarantors has
purchased any of its respective outstanding capital stock,
nor declared, paid or otherwise made any dividend or
distribution of any kind on their respective capital stock
or otherwise.
(xviii) There are no legal or governmental
proceedings required to be described in the Registration
Statement or Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus) that
are not described as required, nor any contracts or other
documents required to be described in the Registration
Statement or Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus) or to
be filed as exhibits to the Registration Statement by the
Act that have not been described or filed as required.
(xix) All taxes, assessments, fees and other charges
(including, without limitation, withholding taxes,
penalties, and interest) due or claimed to be due from
Food 4 Less or any of the Subsidiary Guarantors that are
due and payable have been paid, other than those being
contested in good faith or those currently payable without
penalty or interest and for which an adequate reserve or
accrual has been established in accordance with generally
accepted accounting principles, and except where the
failure so to pay is not reasonably likely to have, singly
or in the aggregate, a Material Adverse Effect. Food 4
Less and the Subsidiary Guarantors know of no actual or
proposed additional tax assessments for any fiscal period
against Food 4 Less and the Subsidiary Guarantors that,
singly or in the aggregate, is reasonably likely to have a
Material Adverse Effect.
(xx) None of Food 4 Less or any of the Subsidiary
Guarantors, or any agent acting on behalf of any of them
16
<PAGE> 17
has taken or will take any action that might cause this
Agreement, the issuance or sale of the Securities or the
issuance of the Guarantees to violate Regulation G, T, U
or X of the Board of Governors of the Federal Reserve
System as in effect on the Closing Date.
(xxi) None of Food 4 Less or any of the Subsidiary
Guarantors is now, nor after giving effect to the Equity
Merger and the Mergers and the other transactions
contemplated by the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus)
will Food 4 Less, the Surviving Company or any Subsidiary
Guarantor be, an "investment company" or a company
"controlled by" an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.
(xxii) Except as stated in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus) none of Food 4 Less or any of the
Subsidiary Guarantors know of any outstanding claims for
services, either in the nature of a finder's fee,
financial advisory fee, origination fee or similar fee,
with respect to the transactions contemplated hereby.
(xxiii) Food 4 Less and each of its subsidiaries is
in compliance with all provisions of Section 517.075 of
Florida Statutes 1987, as amended.
(xxiv) Each of the representations and warranties of
F4L, Holdings and Food 4 Less set forth in the Merger
Agreement were true and correct in all materials respects
at the time as of which such representations and
warranties were made and will be true and correct at and
as of the Closing Date as if made at and as of such date
(other than to the extent any such representation or
warranty is expressly made as to only a certain date).
(xxv) Each of the representations and warranties of
F4L, Holdings, Food 4 Less and the Subsidiary Guarantors
set forth in the Loan Agreement (as defined in the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus)) were true and correct
in all materials respects at the time as of which such
representations and warranties were made and will be true
and correct at and as of the Closing Date as if made at
and as of such date (other than to the extent any such
representation or warranty is expressly made as to only a
certain date).
(xxvi) Each of the representations and warranties of
F4L, Holdings, Food 4 Less and the Subsidiary Guarantors
set forth in the Dealer Manager Agreement dated January
25, 1995 (as amended through the date hereof) among F4L,
Holdings, the Issuers and RSI on the one hand, and BT
17
<PAGE> 18
Securities Corporation, CS First Boston Corporation and
Donaldson, Lufkin & Jenrette Securities Corporation, as
dealer managers (the "Dealer Manager Agreement") were true
and correct in all materials respects at the time as of
which such representations and warranties were made and
will be true and correct at and as of the Closing Date as
if made at and as of such date (other than to the extent
any such representation or warranty is expressly made as
to only a certain date).
(xxvii) Except as stated in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus) neither F4L nor any of its
subsidiaries nor, to the best of Food 4 Less' knowledge,
any of F4L or is subsidiaries respective directors,
officers or controlling persons has taken, directly or
indirectly, any action designed, or which might reasonably
be expected, to cause or result, under the Act or
otherwise, in, or which has constituted, stablization or
manipulation of the price of any security of F4L or RSI or
any of their respective subsidiaries to facilitate the
exchange offers contemplated by the Transaction Documents
and the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus).
(xxviii) Food 4 Less and the Subsidiary Guarantors,
jointly and severally, represent and warrant to and agree
with you that, as of the Closing Date, F4L, Holdings and
the Issuers have delivered to the Underwriters a true and
correct copy of each of the Transaction Documents,
together with all related agreements and all schedules and
exhibits thereto, and there have been no material
amendments, alterations, modifications and waivers as to
which the Underwriters have been advised in writing and
which would not be required to be disclosed in the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus), each of the
Transaction Documents conforms in all material respects to
the description thereof in the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus); and there exists as of the
Closing Date (after giving effect to the transactions
contemplated by each of the Transaction Documents and the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus) no event or condition
which would constitute a default or an event of default
(in each case as defined in each of the Transaction
Documents) under any of the Transaction Documents which
would result in a Material Adverse Effect or to the best
knowledge of Food 4 Less, materially adversely affect the
ability of RSI or RGC to consummate the transactions
contemplated by the Transaction Documents and the
Prospectus (or, if the Prospectus is not in existence the
most recent Preliminary Prospectus).
18
<PAGE> 19
(b) RSI represents and warrants to and agrees with
the Underwriters that:
(i) RSI has all the necessary corporate power and
authority to execute and deliver this Agreement and to
perform its obligations hereunder and RSI and its
subsidiaries have all necessary corporate power and
authority to consummate the transactions contemplated
hereby and by the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).
(ii) RSI and each of its subsidiaries has been
duly incorporated and is validly existing in good standing
as a corporation under the laws of its jurisdiction of
incorporation, with all requisite corporate power and
authority to own or lease its properties and conduct its
businesses as now conducted as described in the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus), and is duly qualified to
do business as a foreign corporation in good standing in
all other jurisdictions where the ownership or leasing of
its properties or the conduct of its businesses requires
such qualification, except where the failure to be so
qualified would not have (x) a material adverse effect on
the business, condition (financial or other) or results of
operations of RSI and its subsidiaries (or, after giving
effect to the Mergers, the Surviving Company and its
subsidiaries) taken as a whole or (y) an adverse effect on
the ability of RSI or any of its subsidiaries to perform
any of its material obligations under any of the
Transaction Documents to which it is a party either before
or after giving effect to the Mergers and the other
transactions contemplated by the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus) (a "Ralphs Material Adverse
Effect"); RSI has the authorized, issued and outstanding
capitalization set forth in the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus); the only direct or indirect
subsidiaries of RSI are RGC and Crawford Stores, Inc.;
except as aforesaid, neither RSI nor any of its
subsidiaries owns, directly or indirectly, any of the
capital stock or other equity securities of any other
person; the outstanding shares of capital stock of each of
RSI and each of its subsidiaries have been duly authorized
and validly issued, are fully paid and nonassessable and
were not issued in violation of any preemptive or similar
rights granted by RSI or any of its subsidiaries; and
except as described in the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus), all of the outstanding shares of
capital stock of each of RGC and Crawford Stores, Inc. are
owned beneficially by RSI free and clear of all liens,
19
<PAGE> 20
encumbrances, security interests, mortgages, pledges,
charges or claims. No holders of securities of RSI or any
of its subsidiaries are entitled to have such securities
registered under the Registration Statements.
(iii) Except as described in the Prospectus (or,
if the Prospectus is not in existence, the most recent
Preliminary Prospectus), no consent, approval,
authorization or order of any court or governmental agency
or body is required for the performance of this Agreement
or any of the other Transaction Documents by RSI or any of
its subsidiaries (to the extent each such person is a
party thereto) or the consummation by RSI or any of its
subsidiaries of the transactions contemplated thereby or
by the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus), except
such as have been obtained and such as may be required
under securities or "Blue Sky" laws in connection with the
Mergers or any of such transactions. Neither RSI nor any
of its subsidiaries is (x) in violation of its certificate
of incorporation or bylaws, (y) in violation of any
statute, judgment, decree, order, rule or regulation
applicable to RSI or any of its subsidiaries which
violation would have a Ralphs Material Adverse Effect, or
(iii) in default in the performance or observance of any
obligation, agreement, covenant or condition contained in
any contract, indenture, mortgage, deed of trust, loan
agreement, note, lease, license, franchise agreement,
permit, certificate or other agreement or instrument to
which RSI or any of its subsidiaries is subject, which
default would have a Ralphs Material Adverse Effect.
The execution, delivery and performance by RSI
and its subsidiaries of this Agreement and each of the
other Transaction Documents (to the extent each such
person is a party thereto), and the consummation by RSI
and its subsidiaries of the transactions contemplated
hereby, thereby and by the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus) will not (after giving effect to
all amendments or waivers obtained on or prior to the
Closing Date which are described in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus)) conflict with or constitute or
result in a breach or violation by RSI or any of its
subsidiaries of any of (x) the terms or provisions of, or
constitute a default by RSI or any of its subsidiaries
under, any indenture, mortgage, deed of trust, loan
agreement, note, lease, license, franchise agreement, or
other agreement or instrument to which any such person is
a party or to which any of them or their respective
properties is subject, which conflict, breach, violation
or default would have a Ralphs Material Adverse Effect,
(y) the certificate of incorporation or bylaws of any such
20
<PAGE> 21
person, or (z) any statute, judgment, decree, order, rule
or regulation (excluding state securities and "Blue Sky"
laws) of any court or governmental agency or other body
applicable to any such person or any of their respective
properties, which conflict, breach, violation or default
would have a Ralphs Material Adverse Effect.
(iv) RSI and its subsidiaries have all requisite
corporate power and authority to execute, deliver and
perform their respective obligations under each of the
Transaction Documents (to the extent each is a party
thereto). As of the Closing Date, each of the Transaction
Documents will have been duly and validly authorized by
RSI and its subsidiaries (to the extent each is a party
thereto); and, when executed and delivered by RSI and its
subsidiaries (to the extent each is a party thereto), each
such Transaction Document will constitute a valid and
legally binding obligation of RSI and its subsidiaries, to
the extent each is a party thereto, enforceable against
each such person in accordance with its terms except that
the enforcement thereof may be subject to (w) bankruptcy,
insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally, (x)
general principles of equity and the discretion of the
court before which any proceeding therefor may be brought
(regardless of whether such enforcement is considered in a
proceeding in equity or at law), (y) the unenforceability,
under certain circumstances, of provisions imposing
penalties, forfeitures, late payment charges or an
increase in interest rate upon delinquency in payment or
the occurrence of a default, and (z) the unenforceability
of any provision requiring the payment of attorneys' fees,
except to the extent that a court determines such fees to
be reasonable.
(v) The Merger has been duly authorized by RSI and
duly approved by its stockholders; as of the Closing Date
the Subsequent Merger will have been duly authorized by
RSI and duly approved by its stockholders. All
representations and warranties of RSI set forth in the
Merger Agreement were true and correct in all materials
respects at the time as of which such representations and
warranties were made and will be true and correct at and
as of the Closing Date as if made at and as of such date
(other than to the extent any such representation or
warranty is expressly made as to only a certain date).
(vi) Except as disclosed in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus), and except as would not
individually or in the aggregate have a Ralphs Material
Adverse Effect (w) RSI and each of its subsidiaries is in
compliance with all applicable Environmental Laws, (x) RSI
21
<PAGE> 22
and each of its subsidiaries has all permits,
authorizations and approvals required under any applicable
Environmental Laws and is in compliance with their
requirements, (y) there are no pending, or to the best
knowledge of RSI threatened, Environmental Claims against
RSI or any of its subsidiaries and (z) RSI and each of its
subsidiaries does not have knowledge of any circumstances
with respect to any of their respective properties or
operations that could reasonably be anticipated to form
the basis of an Environmental Claim against RSI or any of
its subsidiaries or any of their respective properties or
operations and the business operations relating thereto
that could reasonably be expected to have a Ralphs
Material Adverse Effect.
(vii) The audited consolidated financial
statements and schedules of RSI (as successor to RGC) and
RGC included in the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus)
present fairly the consolidated financial position,
results of operations and cash flows of RSI (as successor
to RGC) and RGC, respectively, at the dates and for the
periods to which they relate, and have been prepared in
accordance with generally accepted accounting principles
applied on a consistent basis, except as otherwise stated
therein, and the unaudited consolidated financial
statements of RSI (as successor to RGC) and the related
notes included in the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus),
if any, present fairly the consolidated financial
position, results of operations and cash flows of RSI (as
successor to RGC) at the dates and for the periods to
which they relate, subject to year-end audit adjustments,
and have been prepared in accordance with generally
accepted accounting principles applied on a consistent
basis, except as otherwise stated therein. The pro forma
financial statements and other pro forma financial
information (including the notes thereto) included in the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus) have been prepared in
accordance with applicable requirements of Regulation S-X
promulgated under the Exchange Act and have been properly
computed on the bases described therein. The assumptions
used in the preparation of the pro forma financial
statements and other pro forma financial information
included in the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus) are
reasonable and the adjustments used therein are
appropriate to give effect to the transactions or
circumstances referred to therein. KPMG Peat Marwick,
which has examined certain of such financial statements
and schedules as set forth in their reports included in
the Prospectus (or, if the Prospectus is not in existence,
the most recent Preliminary Prospectus), are independent
22
<PAGE> 23
public accounting firms as required by the Act. The
statistical and market-related data (including, without
limitation, the estimated cost savings information)
included in the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus) are
based on or derived from sources which RSI believes to be
reliable and accurate.
(viii) Except as described in the Prospectus (or,
if the Prospectus is not in existence, the most recent
Preliminary Prospectus), there is not pending or, to the
knowledge of RSI, threatened, any action, suit,
proceeding, inquiry or investigation to which RSI or any
of its subsidiaries, or to which the property of RSI or
any of its subsidiaries is subject, before or brought by
any court or governmental agency or body, which would if
adversely determined have a Ralphs Material Adverse
Effect.
(ix) RSI and each of its subsidiaries (a) has good
and marketable title to all the real properties and other
material assets (personal, tangible, intangible or mixed)
owned by it, or purported to be owned by it, and, as of
the Closing Date such title will be free and clear of all
liens, except for liens which would be permitted under the
Indentures and (b) enjoys peaceful and undisturbed
possession under all leases to which it is a party as
lessee or sublessee, except for defects in title or lack
of possession that, in the aggregate, could not reasonably
be expected to have a Ralphs Material Adverse Effect. RSI
and each of its subsidiaries operates all material real
and personal property leased by it under valid and
enforceable leases and has performed in all material
respects the obligations required to be performed by it
with respect to each such lease except for such leases and
obligations which, in the aggregate, could not reasonably
be expected to have a Ralphs Material Adverse Effect. As
to leases with respect to which RSI or any of its
subsidiaries is the lessor, the lessees and other parties
under such leases are in compliance with all terms and
conditions thereunder and such leases are in full force
and effect except for any failures to comply or remain in
full force and effect which could not reasonably be
expected to have a Ralphs Material Adverse Effect. All
tangible assets and properties of RSI and its subsidiaries
are in good working order (subject to ordinary wear and
tear) and are adequate for the uses to which they are
being put or would be put in the ordinary course of
business except for such assets and properties as are not
material in the aggregate to the business, condition
(financial or otherwise) or results of operations of RSI
and its subsidiaries taken as a whole.
(x) RSI and its subsidiaries own, or are licensed
23
<PAGE> 24
under, and have the rights to use, all trademarks and
trade names (collectively, "Intellectual Property") used
in, or necessary for the conduct of, their businesses as
currently conducted, and the consummation of the
transactions contemplated hereby and by the Prospectus
(or, if the Prospectus is not in existence, the most
recent Preliminary Prospectus) will not alter or impair
any such rights. To the best of RSI's knowledge, no
claims have been asserted by any person to the use of any
such Intellectual Property or challenging or questioning
the validity or effectiveness of any license or agreement
related thereto. To the best of RSI's knowledge, there is
no valid basis for any such claim and the use of such
Intellectual Property by RSI and its subsidiaries does not
infringe on the rights of any person. RSI and each of its
subsidiaries has obtained all licenses, permits,
franchises and other governmental authorizations, the lack
of which would have a Ralphs Material Adverse Effect.
(xi) Subsequent to the respective dates as of
which information is given in the Prospectus (or, if the
Prospectus is not in existence, the most recent
Preliminary Prospectus) and except as described therein or
contemplated thereby, (x) none of RSI or any of its
subsidiaries has incurred any material liabilities or
obligations, direct or contingent, or entered into any
material transactions, not in the ordinary course of
business and (y) none of RSI or any of its subsidiaries
has purchased any of its respective outstanding capital
stock, nor declared, paid or otherwise made any dividend
or distribution of any kind on their respective capital
stock or otherwise.
(xii) All taxes, assessments, fees and other
charges (including, without limitation, withholding taxes,
penalties, and interest) due or claimed to be due from RSI
or any of its subsidiaries that are due and payable have
been paid, other than those being contested in good faith
or those currently payable without penalty or interest and
for which an adequate reserve or accrual has been
established in accordance with generally accepted
accounting principles, and except where the failure so to
pay is not reasonably likely to have, singly or in the
aggregate, a Ralphs Material Adverse Effect. RSI knows of
no actual or proposed additional tax assessments for any
fiscal period against RSI or any of its subsidiaries that,
singly or in the aggregate, is reasonably likely to have a
Ralphs Material Adverse Effect.
(xiii) Neither RSI nor any of its subsidiaries is
an "investment company" or a company "controlled by" an
"investment company" within the meaning of the Investment
Company Act of 1940, as amended.
24
<PAGE> 25
(xiv) Except as stated in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus), RSI does not know of any
outstanding claims for services, either in the nature of a
finder's fee, financial advisory fee, origination fee or
similar fee, with respect to the transactions contemplated
hereby.
(xv) RSI and each of its subsidiaries is in
compliance with all provisions of Section 517.075 of
Florida Statutes 1987, as amended.
(xvi) Except as stated in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus) neither RSI nor any of its
subsidiaries nor, to the best of their knowledge, any of
their respective directors, officers or controlling
persons has taken, directly or indirectly, any action
designed, or which might reasonably be expected, to cause
or result, under the Act or otherwise, in, or which has
constituted, stabilization or manipulation of the price of
any security of RSI or F4L or any of their respective
subsidiaries to facilitate the exchange offers
contemplated by the Transaction Documents and the
Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus).
(xvii) Each of the representations and warranties
of RSI set forth in the Loan Agreement were true and
correct in all materials respects at the time as of which
such representations and warranties were made and will be
true and correct at and as of the Closing Date as if made
at and as of such date (other than to the extent any such
representation or warranty is expressly made as to only a
certain date).
(xviii) Each of the representations and warranties
of RSI set forth in Section 5(c) of the the Dealer Manager
Agreement were true and correct in all materials respects
at the time as of which such representations and
warranties were made and will be true and correct at and
as of the Closing Date as if made at and as of such date
(other than to the extent any such representation or
warranty is expressly made as to only a certain date).
Any certificate signed by any officer of Food 4 Less,
any Subsidiary Guarantor or RSI and delivered pursuant to this
Agreement or in connection with the payment of the purchase
price and delivery of the Securities shall be deemed a
representation and warranty by Food 4 Less, the Subsidiary
Guarantors or RSI to each Underwriter as to the matters covered
thereby, and shall not be deemed a representation by such
officer as an individual.
25
<PAGE> 26
3. Purchase, Sale and Delivery of the Securities.
On the basis of the representations, warranties, agreements and
covenants herein contained and subject to the terms and
conditions herein set forth, Food 4 Less and the Subsidiary
Guarantors (and after giving effect to the Equity Mergers and
the Mergers, the Surviving Company and the Subsidiary
Guarantors) agree to issue and sell to the Underwriters, and
each of the Underwriters severally agrees to purchase from Food
4 Less and the Subsidiary Guarantors (and after giving effect
to the Equity Mergers and the Mergers, the Surviving Company
and the Subsidiary Guarantors), at ______% of their principal
amount, the respective aggregate principal amounts of the
Securities set forth opposite their respective names set forth
on Exhibit A hereto. The obligations of the Underwriters under
this Agreement are several and not joint. One or more
certificates in definitive form for the Securities that the
Underwriters have agreed to purchase hereunder, and in such
denomination or denominations and registered in such name or
names as each Underwriter requests upon notice to Food 4 Less
at least 48 hours prior to the Closing Date, shall be delivered
by or on behalf of the Underwriter, against payment by or on
behalf of the Underwriter of the purchase price therefor (less
an amount equivalent to payment of interest at the then
applicable Federal Funds Rate on the purchase price of the
Securities for one (1) day) by wire transfer or check of
immediately available funds to the account of Food 4 Less.
Such delivery of and payment for the Securities shall be made
at the offices of Cahill Gordon & Reindel, 80 Pine Street, New
York, New York 10005, at 10:00 A.M., New York time, on
__________, 1995, or at such other place, time or date as the
Underwriters and Food 4 Less may agree upon or as the
Underwriters may determine pursuant to Section 7(i) hereof,
such time and date of delivery against payment being herein
referred to as the "Closing Date." Food 4 Less will make such
certificate or certificates for the Securities available for
checking and packaging by the Underwriters at the offices in
New York, New York of BT Securities Corporation at least 24
hours prior to the Closing Date.
4. Offering by the Underwriters. After the
Registration Statement becomes effective, the Underwriters
propose to offer for sale to the public the Securities at the
price and upon the terms set forth in the Prospectus.
5. Certain Covenants. Each of Food 4 Less and each
Subsidiary Guarantor jointly and severally covenants and agrees
with the Underwriters that:
(i) Food 4 Less and each Subsidiary Guarantor
will use its respective best efforts to cause the
Registration Statement, if not effective at the time of
execution of this Agreement, and any amendments thereto,
to become effective promptly. If, at the time that the
Registration Statement becomes effective, any information
26
<PAGE> 27
shall have been omitted therefrom in reliance upon Rule
430A of the rules and regulations of the Commission under
the Act, then immediately following the execution of this
Agreement, Food 4 Less will prepare, and thereafter Food
4 Less will file or transmit for filing with the
Commission in accordance with such Rule 430A and Rule
424(b) of the rules and regulations of the Commission
under the Act, copies of an amended Prospectus, or, if
required by such Rule 430A, a post-effective amendment to
the Registration Statement (including an amended
Prospectus), containing all information so omitted. Food
4 Less will give each Underwriter notice of its intention
to file or prepare any amendment to the Registration
Statement (including any post-effective amendment) or any
amendment or supplement to the Prospectus (including any
revised prospectus which Food 4 Less proposes for use by
the Underwriters in connection with the offering of the
Securities which differs from the prospectus on file at
the Commission at the time the Registration Statement
becomes effective, whether or not such revised prospectus
is required to be filed pursuant to Rule 424(b) of the
rules any regulations of the Commission under the Act),
will furnish the Underwriters with copies of any such
amendment or supplement a reasonable amount of time prior
to such proposed filing or use, as the case may be, and
will not file any such amendment or supplement or use any
such prospectus to which the Underwriters or counsel for
the Underwriters shall reasonably object in writing or
which is not in compliance with the Act. Food 4 Less and
each Subsidiary Guarantor will advise the Underwriters,
promptly after any of them receives notice thereof, of the
time when the Registration Statement or any amendment
thereto has been filed or declared effective or the
Prospectus or any amendment or supplement thereto has been
filed and will provide evidence satisfactory to the
Underwriters of each such filing or effectiveness.
(ii) Food 4 Less and each Subsidiary Guarantor
will advise the Underwriters, promptly after receiving
notice or obtaining knowledge thereof, of (i) the issuance
by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any
amendment thereto or any order preventing or suspending
the use of any Preliminary Prospectus or the Prospectus,
or any amendment or supplement thereto, (ii) the
suspension of the qualification of the Securities for
offering or sale in any jurisdiction, (iii) the
institution, threatening or contemplation of any
proceeding for any such purpose or (iv) any request made
by the Commission for amending the Registration Statement,
for amending or supplementing the Prospectus or for
additional information. Each of Food 4 Less and each
Subsidiary Guarantor will use its best efforts to prevent
the issuance of any such stop order and, if any such stop
27
<PAGE> 28
order is issued, to obtain the withdrawal thereof as
promptly as possible.
(iii) Food 4 Less and each Subsidiary Guarantor
(and after giving effect to the Equity Merger and the
Mergers, the Surviving Company and its subsidiaries) will
cooperate with the Underwriters in arranging for the
qualification of the Securities for offering and sale
under the securities or "Blue Sky" laws of such
jurisdictions as the Underwriters may designate and will
continue such qualifications in effect for as long as may
be necessary to complete the initial distribution of the
Securities by the Underwriters; provided, however, that in
connection therewith neither Food 4 Less nor any
Subsidiary Guarantor (nor after giving effect to the
Equity Merger and the Mergers, the Surviving Company and
its subsidiaries) shall be required to qualify as a
foreign corporation or to execute a general consent to
service of process in any jurisdiction or, except at the
expense of the Underwriters, to keep any state
qualification effective after one year.
(iv) If any event shall occur as a result of
which it is necessary, in the opinion of counsel for the
Underwriters, to amend or supplement the Prospectus in
order to make the Prospectus not misleading in light of
the circumstances existing at the time it is delivered to
a purchaser, or if for any other reason it shall be
necessary to amend or supplement the Prospectus in order
to comply with the Act and the Exchange Act, Food 4 Less
(or, after giving effect to the Equity Merger and the
Mergers, the Surviving Company) shall (subject to Section
5(i)) forthwith amend or supplement the Prospectus (in
form and substance reasonable satisfactorily to counsel
for the Underwriters and in compliance with the Act) so
that, as so amended or supplemented, the Prospectus will
not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the
statements therein, in light of the circumstances existing
at the time it is delivered to a purchaser, not misleading
and will comply with the Act and the Exchange Act, and
Food 4 Less (or, after giving effect to the Equity Merger
and the Mergers, the Surviving Company) will furnish to
the Underwriters a reasonable number of copies of such
amendment or supplement.
(v) Food 4 Less (or, after giving effect to the
Equity Merger and the Mergers, the Surviving Company) and
the Subsidiary Guarantors will, without charge, provide
(a) to each Underwriter and to counsel for the
Underwriters a signed copy of the registration statement
originally filed with respect to the Securities and each
amendment thereto (in each case including exhibits
thereto) and (b) so long as a prospectus relating to the
28
<PAGE> 29
Securities is required to be delivered under the Act, as
many copies of each Preliminary Prospectus or the
Prospectus or any amendment or supplement thereto as the
Underwriters may reasonably request.
(vi) Food 4 Less (and after giving effect to
the Equity Merger and the Mergers, the Surviving Company)
will make generally available to its security holders as
soon as practicable, but not later than 90 days after the
close of the period covered thereby, an earnings statement
(in form complying with the provisions of Rule 158 of the
rules and regulations of the Commission under the Act)
covering a twelve-month period beginning not later than
the first day of the fiscal quarter of Food 4 Less, next
following the "effective date" (as defined in Rule 158) of
the Registration Statement.
(vii) If, prior to the completion of the
distribution of the Securities Food 4 Less (or after
giving effect to the Equity Merger and the Mergers, the
Surviving Company), or any of its subsidiaries, commences
engaging in business with the government of Cuba or with
any person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective
with the Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date is
later, or if the information reported in the Prospectus,
if any, concerning the business of Food 4 Less (or after
giving effect to the Equity Merger and the Mergers, the
Surviving Company) or any of its subsidiaries with Cuba or
with any person or affiliate located in Cuba changes in
any material way, Food 4 Less will provide the Department
notice of such business or change, as appropriate, in a
form acceptable to such Department.
(viii) Food 4 Less (or, after giving effect to
the Equity Merger and the Mergers, the Surviving Company)
will apply the net proceeds from the sale of the
Securities as set forth under "Use of Proceeds" in the
Prospectus.
(ix) Prior to the Closing Date, Food 4 Less
will furnish to the Underwriters, as soon as they have
been prepared by or are available to Food 4 Less, a copy
of any unaudited interim consolidated financial statements
of Food 4 Less and its subsidiaries, for any period
subsequent to the period covered by the most recent
financial statements appearing in the Registration
Statement and Prospectus.
6. Expenses. Food 4 Less and the Subsidiary
Guarantors (and after giving effect to the Equity Merger and
the Mergers, the Surviving Company and the Subsidiary
Guarantors) jointly and severally agree to pay all costs and
29
<PAGE> 30
expenses incident to the performance of their respective
obligations under this Agreement, whether or not the
transactions contemplated herein are consummated or this
Agreement is terminated pursuant to Section 10 hereof,
including all costs and expenses incident to (i) the printing,
word processing or other production of documents with respect
to such transactions, including any costs of printing the
registration statement originally filed with respect to the
Securities and any amendment thereto, any Preliminary
Prospectus and the Prospectus and any amendment or supplement
thereto, and any "Blue Sky" memoranda, (ii) all arrangements
relating to the delivery to the Underwriters of copies of the
foregoing documents, (iii) the fees and disbursements of the
counsel, the accountants and any other experts or advisors
retained by Food 4 Less or any Subsidiary Guarantor, (iv) the
preparation, issuance and delivery to the Underwriters of any
certificates evidencing the Securities and the Guarantees,
including trustees' fees, (v) the qualification of the
Securities under state securities and "Blue Sky" laws,
including filing fees and reasonable fees and disbursements of
counsel for the Underwriters relating thereto, (vi) the filing
fees of the Commission and the National Association of
Securities Dealers, Inc. relating to the Securities,
(vii) expenses of Food 4 Less and the Subsidiary Guarantors in
connection with any meetings with prospective investors in the
Securities, (viii) fees and expenses of the Trustees including
fees and expenses of their counsel, (ix) advertising relating
to the offering of the Securities (other than as shall have
been specifically approved by the Underwriters to be paid for
by the Underwriters), and (x) any fees charged by investment
rating agencies for the rating of the Securities. If the sale
of the Securities provided for herein is not consummated
because any condition to the obligations of the Underwriters
set forth in Section 7 hereof is not satisfied, because this
Agreement is terminated pursuant to Section 10(a)(i) hereof or
because of any failure, refusal or inability on the part of
Food 4 Less or any Subsidiary Guarantor (or, after giving
effect to the Equity Merger and the Mergers, the Surviving
Company and to Subsidiary Guarantors) to perform all
obligations and satisfy all conditions on their part to be
performed or satisfied hereunder other than by reason of a
default by the Underwriters, Food 4 Less or the Subsidiary
Guarantors (or after giving effect to the Equity Merger and the
Mergers, the Surviving Company and the Subsidiary Guarantors)
will reimburse the Underwriters upon demand for all
out-of-pocket expenses (including reasonable counsel fees and
disbursements) that shall have been incurred by the
Underwriters in connection with the proposed purchase and sale
of the Securities.
7. Conditions of the Underwriters' Obligations.
The obligation of the Underwriters to purchase and pay for the
Securities are subject to the accuracy of the representations
and warranties contained herein, to the performance by Food 4
30
<PAGE> 31
Less and each Subsidiary Guarantor (and, after giving effect to
the Equity Merger and the Mergers, the Surviving Company and
the Subsidiary Guarantors) and RSI of their respective
covenants and agreements hereunder and to the following
additional conditions:
(i) If the registration statement originally filed
with respect to the Securities or any amendment thereto
filed prior to the Closing Date has not been declared
effective as of the time of execution hereof, the
Registration Statement or such amendment shall have been
declared effective not later than 12:00 noon, New York
City time, on the date on which the amendment to the
registration statement originally filed with respect to
the Securities or to the Registration Statement, as the
case may be, containing information regarding the initial
public offering price of the Securities has been filed
with the Commission, or such later time and date as shall
have been consented to by the Underwriters; if required,
the Prospectus and any amendment or supplement thereto
shall have been filed in accordance with Rule 424(b) under
the Act; no stop order suspending the effectiveness of the
Registration Statement or any amendment thereto or the
qualification of either Indenture under the Trust
Indenture Act shall have been issued and no proceedings
for that purpose shall have been instituted or threatened
or, to the knowledge of Food 4 Less, any Subsidiary
Guarantor or the Underwriters, shall be contemplated by
the Commission; and the Underwriters shall have received a
certificate, with respect to Food 4 Less and each
Subsidiary Guarantor, dated the Closing Date and signed by
the Chairman, Vice Chairman, President, a Senior Vice
President or a Vice President of Food 4 Less (who may rely
upon the best of his information and belief), to that
effect.
(ii) The Underwriters shall have received opinions
in form and substance satisfactory to the Underwriters,
dated the Closing Date, of (a) Latham & Watkins, special
counsel for Food 4 Less and each Subsidiary Guarantor,
substantially in the form of Exhibit B hereto, (b) Irwin,
Clutter & Severson, special Kansas counsel to Food 4 Less
and each Subsidiary Guarantor, substantially in the form
of Exhibit C hereto, and (c) the opinion of the Senior
Vice President, General Counsel and Secretary of RSI,
substantially in the form of Exhibit D hereto.
(iii) The Underwriters shall have received an
opinion, dated the Closing Date, of Cahill Gordon &
Reindel, counsel for the Underwriters, with respect to the
sufficiency of certain corporate proceedings and other
legal matters relating to this Agreement, and such other
related matters as the Underwriters may require. In
rendering such opinion, Cahill Gordon & Reindel shall have
31
<PAGE> 32
received and may rely upon such certificates and other
documents and information as they may reasonably request
to pass upon such matters. In addition, in rendering
their opinion, Cahill Gordon & Reindel may state that
their opinion is limited to matters of New York, Delaware
corporate and federal law.
(iv) The Underwriters shall have received, from
Arthur Andersen LLP, independent public accountants for
Food 4 Less and the Subsidiary Guarantors, letters dated,
respectively, the date hereof and the Closing Date, in
form and substance satisfactory to the Underwriters and
Cahill Gordon & Reindel, counsel for the Underwriters.
(v) The Underwriters shall have received from KPMG
Peat Marwick, independent public accountants for RSI and
RGC, letters dated, respectively, the date hereof and the
Closing Date, in form and substance satisfactory to the
Underwriters and Cahill Gordon & Reindel, counsel for the
Underwriters.
(vi) The representations and warranties of RSI, Food
4 Less and each Subsidiary Guarantor contained in this
Agreement shall be true and correct in all material
respects on and as of the Closing Date (other than to the
extent any such representation or warranty is expressly
made as to a certain date); RSI, Food 4 Less and each
Subsidiary Guarantor shall have complied with all
agreements and satisfied all conditions on their part to
be performed or satisfied hereunder at or prior to the
Closing Date; and subsequent to the date of the most
recent financial statements in the Prospectus, there shall
have been no material adverse change in the business,
condition (financial or other) or results of operations of
either (i) RSI and its subsidiaries taken as a whole or
(ii) Food 4 Less and its subsidiaries taken as a whole
(each a "Material Adverse Change"), or any development
involving a prospective Material Adverse Change, except as
set forth in, or contemplated by, the Registration
Statement and the Prospectus.
(vii) None of the issuance and sale of the
Securities pursuant to this Agreement, the Equity Merger,
the Mergers or any of the other transactions contemplated
by any of the Transaction Documents or the Prospectus
shall be enjoined (temporarily or permanently) and no
restraining order or other injunctive order shall have
been issued or any action, suit or proceeding shall have
been commenced with respect to this Agreement, the Dealer
Manager Agreement, the Merger Agreement, the Loan
Agreement the Equity Merger, the Mergers or any of the
other transactions contemplated by the Prospectus, before
any court or governmental authority.
32
<PAGE> 33
(viii) The Underwriters shall have received a
certificate, dated the Closing Date, of the Vice Chairman,
President or any Vice President (and with respect to (B)
below, the Chief or Principal Financial Officer) of Food 4
Less to the effect that:
(A) The representations and warranties of
Food 4 Less and each Subsidiary Guarantor in this
Agreement are true and correct as if made on and as
of the Closing Date, and Food 4 Less and each
Subsidiary Guarantor has performed all covenants and
agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to the
Closing Date after giving effect to the Merger, the
Equity Merger at the other transactions contemplated
hereby, by the Transaction Documents and the
Prospectus;
(B) No stop order suspending the
effectiveness of the Registration Statement or any
amendment thereto or the qualification of either
Indenture under the Trust Indenture Act has been
issued, and no proceedings for those purposes have
been instituted or threatened or, to the best of Food
4 Less' and each Subsidiary Guarantor's knowledge, as
the case may be, are contemplated by the Commission;
(C) Subsequent to the respective dates as
of which information is given in the Registration
Statement and the Prospectus, there has not been any
material adverse change or any developments involving
a prospective material adverse change in the
business, condition (financial or other) or results
of operations of Food 4 Less and its subsidiaries (or
after giving effect to the Equity Merger and the
Mergers, the Surviving Company and its subsidiaries)
taken as a whole;
(D) Neither the sale of the Securities by
the Surviving Company hereunder nor the issuance of
the Guarantees by the Subsidiary Guarantors nor any
of the other transactions contemplated hereby, by the
Transaction Documents or by the Prospectus has been
enjoined (temporarily or permanently);
(E) There have been no material
amendments, alterations, modifications, or
waivers of any provisions of any of the Transaction
Documents since the date of the execution
and delivery thereof by the parties thereto;
and
(F) Food 4 Less and the Subsidiary
Guarantors, to the extent each is a party thereto,
33
<PAGE> 34
have complied in all material respects with all
agreements and covenants in the Transaction Documents
and performed in all material respects all conditions
specified therein contemplated by the Prospectus to
be complied with or performed by them at or prior to
the Closing.
(ix) On the Closing Date, the Underwriters shall
have received a certificate, dated such date, of the Vice
Chairman, President or any Vice President (and with
respect to (B) below the Chief or Principal Financial
Officer) of RSI to the effect that:
(A) The representations and warranties of RSI
in this Agreement are true and correct in all
material respects as if made on and as of the Closing
Date, and RSI and its subsidiaries have performed all
covenants and agreements and satisfied all conditions
on their part to be performed or satisfied at or
prior to the Closing Date after giving effect to the
Merger, the Equity Merger and the other transactions
contemplated hereby, by the Transaction Documents and
by the Prospectus;
(B) Subsequent to the date as of which
information is given in the Prospectus, there has not
been any material adverse change, or any developments
involving a prospective material adverse change, in
the business, condition (financial or other) or
results of operations of RSI and its subsidiaries
taken as a whole; and
(C) RSI and its subsidiaries have complied in
all material respects with all agreements and
covenants in the Transaction Documents, to the extent
each is a party thereto, and performed in all
material respects all conditions specified therein
contemplated by the Prospectus to be complied with or
performed by them at or prior to the Closing.
(x) On the Closing Date, the Underwriters shall have
received (i) a letter, dated the Closing Date, from
Houlihan, Lokey, Howard & Zukin, Inc. with respect to the
solvency of the Surviving Company and its subsidiaries in
form, scope and substance satisfactory to the Underwriters
and (ii) environmental audit reports in form, scope and
substance satisfactory to the Underwriters.
(xi) On the Closing Date, Food 4 Less, the
Subsidiary Guarantors and RSI shall have, to the extent
each is a party thereto, complied in all material respects
with all agreements and covenants in the Transaction
Documents and performed all conditions specified therein
(other than agreements or covenants which have been waived
34
<PAGE> 35
but only if such waivers are not required to be set forth
in the Prospectus) to be complied with or performed at or
prior to the Closing, and each of the Transaction
Documents shall be in full force and effect.
(xii) On the Closing Date, the Underwriters shall
have received copies of all certificates, documents and
opinions delivered by RSI, F4L, Holdings, the Issuers, or
any of their counsels and such other certificates,
documents and opinions reasonably obtainable by RSI, F4L,
Holdings or the Issuers under the Transaction Documents in
connection with the Mergers and the financing (as defined
in the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus)),
together with letters addressed to the Underwriters,
stating that the Underwriters may rely on such
certificates and opinions as if they had been addressed to
the Underwriters.
(xiii) The Equity Merger shall have been consummated
on the terms and conditions set forth in the Prospectus.
(xiv) On the Closing Date:
(1) the Certificates of Merger with respect to
the Mergers shall be in form and substance
satisfactory to the Underwriters and Cahill Gordon &
Reindel, counsel for the Underwriters, shall have
been pre-cleared for filing with the Secretary of
State of the State of Delaware and shall be ready in
all respects for filing immediately upon consummation
of each of the transactions contemplated by the
Prospectus to be consummated prior to the Mergers;
(2) the Loan Agreement with aggregate
commitments thereunder of not less than
$1,075,000,000 shall be in full force and effect, no
event shall have occurred and no event shall have
failed to occur, which would relieve the lenders
under the New Credit Facility (the "Lenders") of
their obligation to advance funds, or preclude them
from advancing funds to Food 4 Less thereunder, and
concurrently with the Closing the Lenders shall have
advanced funds under the New Credit Facility in an
amount at least equal to $750,000,000 under the term
loan facilities and such additional amounts under the
revolving credit facility as are necessary to fund
the Mergers and related transactions and there shall
be a sufficient amount available under the term loan
facilities for a period of at least ninety days
following the Closing Date to fund the Change of
Control Offers (as defined in the Prospectus (or, if
the Prospectus is not in existence, the most recent
Preliminary Prospectus));
35
<PAGE> 36
(3) New Holdings shall have received at least
$140,000,000 in cash from institutional investors as
consideration for the issuance and sale by New
Holdings of shares of capital stock of New Holdings
on the terms and conditions described in the
Prospectus (or if the Prospectus is not in existence,
the most recent Preliminary Prospectus); New Holdings
shall have purchased at least 48% of the outstanding
common stock of RSI with $100,000,000 of the proceeds
of such issuance, $131,500,000 aggregate principal
amount of its 13 5/8% Senior Subordinated Pay In Kind
Debentures due 2007 (the "Seller Debentures") and
$18,500,000 aggregate accreted value of its 13 5/8%;
Senior Discount Notes due 2005 (the "Discount
Debentures"), all as described in the Prospectus (or,
if the Prospectus is not in existence, the most
recent Preliminary Prospectus). New Holdings shall
have contributed such common stock of RSI, together
with $12.1 million of the proceeds of the New Equity
Investment to the capital of Food 4 Less. New
Holdings shall have received at least $59,000,000 in
cash from institutional investors as consideration
for the issuance and sale by New Holdings to such
institutional investors of $59,000,000 aggregate
principal amount of the Discount Debentures, all as
described in the Prospectus (or if the Prospectus is
not in existence, the most recent Preliminary
Prospectus). New Holdings shall have issued
(i) $20,000,000 principal amount of Discount
Debentures to The Yucaipa Companies in satisfaction
of certain fees payable by the Company to The Yucaipa
Companies in connection with the Mergers and
(ii) $2.5 million principal amount of Discount
Debentures to Apollo Advisers, L.P. in consideration
of certain fees payable by New Holdings to Apollo
Advisors, L.P. in connection with the Mergers, all as
set forth in the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary
Prospectus). New Holdings and Food 4 Less shall have
the issued, authorized and outstanding capitalization
set forth in the Prospectus.
(4) All conditions to the consummation of the
Exchange Offers (as defined in the Dealer Manager
Agreement) including the conditions contained in
Section 6 of the Dealer Manager Agreement shall have
been satisfied without waiver and all other
transactions contemplated by the Prospectus (or, if
the Prospecuts is not in existence, the most recent
Preliminary Prospectus) to be consummated at or prior
to the consummation of the Mergers shall have been
consummated.
36
<PAGE> 37
(xv) Simultaneously with the Closing, (w) the
Exchange Offers shall have been consummated as
contemplated by the Prospectus (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus)
and the Dealer Manager Agreement, (x) the closing
contemplated by the Merger Agreement, including without
limitation the Mergers, shall have been consummated in
accordance with the terms of the Merger Agreement,
(y) immediately following consummation of the Mergers, the
Subsequent Merger shall have been consummated in
accordance with the terms described in the Prospectus and
(z) Crawford Stores, Inc., (if at the time a subsidiary of
the Surviving Company will) execute and deliver the
Supplemental Indentures, in form and substance
satisfactory to the Underwriters and Cahill Gordon &
Reindel, counsel for the Underwriters, with respect to the
Securities.
On or before the Closing Date, the Underwriters and
counsel for the Underwriters shall have received such further
documents, opinions, certificates and schedules or instruments
relating to the business, corporate, legal and financial
affairs of Food 4 Less and the Subsidiary Guarantors and RSI
and its subsidiaries as they shall have heretofore reasonably
requested from Food 4 Less and the Subsidiary Guarantors.
All such opinions, certificates, letters, schedules,
documents or instruments delivered pursuant to this Agreement
will comply with the provisions hereof only if they are
reasonably satisfactory in all material respects to the
Underwriters and counsel for the Underwriters. Food 4 Less and
the Subsidiary Guarantors and RSI and its subsidiaries shall
furnish to the Underwriters such conformed copies of such
opinions, certificates, letters, schedules, documents and
instruments in such quantities as the Underwriters shall
reasonably request.
8. Indemnification and Contribution. (a) Each of
Food 4 Less and each Subsidiary Guarantor (and, after giving
effect to the Equity Merger and the Mergers, the Surviving
Company and each Subsidiary Guarantors) jointly and severally
agrees to indemnify and hold harmless each Underwriter, and
each person, if any, who controls either of the Underwriters
within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or
such controlling person may become subject under the Act, the
Exchange Act or otherwise, insofar as any such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon:
(i) any untrue statement or alleged untrue statement
of any material fact contained in (A) the registration
statement originally filed with respect to the Securities
37
<PAGE> 38
or any amendment thereto or any Preliminary Prospectus or
the Prospectus or any amendment or supplement thereto or
(B) any application or other document, or any amendment or
supplement thereto, executed by Food 4 Less or any
Subsidiary Guarantor (or, after giving effect to the
Equity Merger and the Mergers, the Surviving Company or
any Subsidiary Guarantor) or based upon written
information furnished by or on behalf of Food 4 Less or
any Subsidiary Guarantor (or, after giving effect to the
Equity Merger and the Mergers, the Surviving Company or
any Subsidiary Guarantor) filed in any jurisdiction in
order to qualify the Securities under the securities or
"Blue Sky" laws thereof or filed with the Commission or
any securities association or securities exchange (each an
"Application") or
(ii) the omission or alleged omission to state, in
such registration statement or any amendment thereto, any
Preliminary Prospectus or the Prospectus or any amendment
or supplement thereto, or any Application, a material fact
required to be stated therein or necessary to make the
statements therein not misleading,
and will reimburse, as incurred, each Underwriter and each such
controlling person for any legal or other expenses reasonably
incurred by the Underwriters or such controlling person in
connection with investigating, defending against or appearing
as a third-party witness in connection with any such loss,
claim, damage, liability or action; provided, however, that
neither Food 4 Less nor any of the Subsidiary Guarantors will
be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any
untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement or any
amendment thereto, any Preliminary Prospectus or the Prospectus
or any amendment or supplement thereto, or any Application in
reliance upon and in conformity with written information
furnished to Food 4 Less or any Subsidiary Guarantor (or, after
giving effect to the Equity Merger and the Mergers, the
Surviving Company or any Subsidiary Guarantor) by any of the
Underwriters specifically for use therein; and provided,
further, that neither Food 4 Less nor any Subsidiary Guarantor
will be liable to the Underwriters or any person controlling
any of the Underwriters with respect to any such untrue
statement or omission made in any Preliminary Prospectus that
is corrected in the Prospectus (or any amendment or supplement
thereto) if the person asserting any such loss, claim, damage
or liability purchased Securities from the Underwriters in
reliance upon the Preliminary Prospectus but was not sent or
given a copy of the Prospectus (as amended or supplemented) at
or prior to the written confirmation of the sale of such
Securities to such person in any case where such delivery of
the Prospectus (as so amended or supplemented) is required by
the Act, unless such failure to deliver this Prospectus (as
38
<PAGE> 39
amended or supplemented) was a result of noncompliance by Food
4 Less or any Subsidiary Guarantor with Section 5(v)(b) of this
Agreement. This indemnity agreement will be in addition to any
liability that Food 4 Less or any Subsidiary Guarantor may
otherwise have to the indemnified parties. Neither Food 4 Less
nor any Subsidiary Guarantor (nor, after giving effect to the
Equity Merger and the Mergers, the Surviving Company nor the
Subsidiary Guarantors) will, without the prior written consent
of the Underwriters, settle or compromise or consent to the
entry of any judgment in any pending or threatened claim,
action, suit or proceeding in respect of which indemnification
from the Underwriters may be sought hereunder (whether or not
the Underwriters or any person who controls either of the
Underwriters within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act is a party to such claim,
action, suit or proceeding), unless such settlement, compromise
or consent includes an unconditional release of the
Underwriters and each such controlling person from all
liability arising out of such claim, action, suit or
proceeding.
(b) Each Underwriter will severally and not jointly
indemnify and hold harmless Food 4 Less, each Subsidiary
Guarantor (or, after giving effect to the Equity Merger and the
Mergers, the Surviving Company and the Subsidiary Guarantors),
their respective directors, their respective officers who
signed the Registration Statement and each person, if any, who
controls Food 4 Less or any Subsidiary Guarantor within the
meaning of Section 15 of the Act or Section 20 of the Exchange
Act against any losses, claims, damages or liabilities to which
Food 4 Less or any Subsidiary Guarantor (or, after giving
effect to the Equity Merger and the Mergers, the Surviving
Company and the Subsidiary Guarantors) or any such director,
officer or controlling person may become subject under the Act,
the Exchange Act, or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the
Registration Statement or any amendment thereto, any
Preliminary Prospectus or the Prospectus or any amendment or
supplement thereto, or any Application or (ii) the omission or
the alleged omission to state therein a material fact required
to be stated in the Registration Statement or any amendment
thereto, any Preliminary Prospectus or the Prospectus or any
amendment or supplement thereto, or any Application, or
necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity
with written information furnished to Food 4 Less or any
Subsidiary Guarantor by the Underwriters specifically for use
therein; and, subject to the limitation set forth immediately
preceding this clause, will reimburse, as incurred, any legal
or other expenses reasonably incurred by Food 4 Less or any
39
<PAGE> 40
Subsidiary Guarantor (or, after giving effect to the Equity
Merger or the Mergers, the Surviving Company or any Subsidiary
Guarantor) or any such director, officer or controlling person
in connection with investigating or defending against or
appearing as a third-party witness in connection with any such
loss, claim, damage, liability or action in respect thereof.
This indemnity agreement will be in addition to any liability
that the Underwriters may otherwise have to the indemnified
parties. The Underwriters will not, without the prior written
consent of Food 4 Less and any affected Subsidiary Guarantor
(or, after giving effect to the Equity Merger and the Mergers,
the Surviving Company or any affected Subsidiary Guarantor),
settle or compromise or consent to the entry of any judgment in
any pending or threatened claim, action, suit or proceeding in
respect of which indemnification from Food 4 Less or any
affected Subsidiary Guarantor (or, after giving effect to the
Equity Merger and the Mergers, the Surviving Company or any
affected Subsidiary Guarantor) may be sought hereunder (whether
or not Food 4 Less or any such affected Subsidiary Guarantor or
any person who controls Food 4 Less or any such affected
Subsidiary Guarantor within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act is a party to such claim,
action, suit or proceeding), unless such settlement, compromise
or consent includes an unconditional release of Food 4 Less or
any such affected Subsidiary Guarantor and each such
controlling person from all liability arising out of such
claim, action, suit or proceeding.
(c) Promptly after receipt by an indemnified party
under this Section 8 of notice of the commencement of any
action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 8. In case
any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein
and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that
there may be one or more legal defenses available to it and/or
other indemnified parties that are different from or additional
to those available to the indemnifying party, then the
indemnifying party shall not have the right to direct the
defense of such action on behalf of such indemnified party or
parties and such indemnified party or parties shall have the
right to select separate counsel to defend such action on
behalf of such indemnified party or parties. After notice from
the indemnifying party to such indemnified party of its
40
<PAGE> 41
election so to assume the defense thereof and approval by such
indemnified party of counsel appointed to defend such action,
the indemnifying party will not be liable to such indemnified
party under this Section 8 for any legal or other expenses,
other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the
defense thereof, unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the
immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate
counsel (in addition to local counsel) in any one action or
separate but substantially similar actions in the same
jurisdiction arising out of the same general allegations or
circumstances, designated by the Underwriters in the case of
paragraph (a) of this Section 8 or Food 4 Less and the
Subsidiary Guarantors (or, after giving effect to the Equity
Merger and the Mergers, the Surviving Company and the
Subsidiary Guarantors) in the case of paragraph (b) of this
Section 8, representing the indemnified parties under such
paragraph (a) or paragraph (b), as the case may be, who are
parties to such action or actions) or (ii) the indemnifying
party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.
After such notice from the indemnifying party to such
indemnified party, the indemnifying party will not be liable
for the costs and expenses of any settlement of such action
effected by such indemnified party without the consent of the
indemnifying party, unless such indemnified party waived its
rights under this Section 8, in which case the indemnified
party may effect such a settlement without such consent.
(d) In circumstances in which the indemnity
agreement provided for in the preceding paragraphs of this
Section 8 is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying
party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the
offering of the Securities or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law,
not only such relative benefits but also the relative fault of
the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the
statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative benefits received by
Food 4 Less and the Subsidiary Guarantors (and, after giving
effect to the Equity Merger and the Mergers, the Surviving
41
<PAGE> 42
Company and the Subsidiary Guarantors) on the one hand and the
Underwriters on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (before
deducting expenses other than underwriting discounts and
commissions) received by Food 4 Less (or, after giving effect
to the Equity Merger and the Mergers, the Surviving Company)
bear to the total underwriting discounts and commissions
received by the Underwriters. The relative fault of the
parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a
material fact relates to information supplied by Food 4 Less or
the Subsidiary Guarantors (or, after giving effect to the
Equity Merger and the Mergers, the Surviving Company or the
Subsidiary Guarantor) on the one hand, or the Underwriters on
the other, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission, and any other equitable considerations
appropriate in the circumstances. Food 4 Less, each Subsidiary
Guarantor and the Underwriters agree that it would not be
equitable if the amount of such contribution were determined by
pro rata or per capita allocation (even if Food 4 Less and the
Subsidiary Guarantors on the one hand and the Underwriters on
the other hand were treated as one entity for such purpose) or
by any other method of allocation that does not take into
account the equitable considerations referred to in the first
sentence of this paragraph (d). Notwithstanding any other
provision of this paragraph (d), the Underwriters shall not be
obligated to make contributions hereunder that in the aggregate
exceed the total underwriting discounts and commissions
received by the Underwriters under this Agreement, less the
aggregate amount of any damages that the Underwriters have
otherwise been required to pay by reason of the untrue or
alleged untrue statements or the omissions or alleged omissions
to state a material fact, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls either
of the Underwriters within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act shall have the same rights to
contribution as the Underwriters, and each director of Food 4
Less and each Subsidiary Guarantor, each officer of Food 4 Less
and each Subsidiary Guarantor who signed the Registration
Statement and each person, if any, who controls Food 4 Less and
each such Subsidiary Guarantor within the meaning of Section 15
of the Act of Section 20 of the Exchange Act, shall have the
same rights to contribution as Food 4 Less and each such
Subsidiary Guarantor.
9. Survival Clause. The respective
representations, warranties, agreements, covenants, indemnities
and other statements of Food 4 Less, RSI and each Subsidiary
Guarantor, their respective officers and the Underwriters set
42
<PAGE> 43
forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement shall remain in full
force and effect, regardless of (i) any investigation made by
or on behalf of Food 4 Less or any Subsidiary Guarantor, any of
their respective officers or directors, the Underwriters or any
controlling person referred to in Section 8 hereof and
(ii) delivery of and payment for the Securities. The
respective agreements, covenants, indemnities and other
statements set forth in Sections 6 and 8 hereof shall remain in
full force and effect, regardless of any termination or
cancellation of this Agreement.
10. Termination. (a) This Agreement may be
terminated in the sole discretion of the Underwriters by notice
to Food 4 Less and the Subsidiary Guarantors given prior to the
Closing Date in the event that Food 4 Less or any Subsidiary
Guarantor (or, after giving effect to the Equity Merger and the
Mergers, the Surviving Company or the Subsidiary Guarantors)
shall have failed, refused or been unable to perform all
obligations and satisfy all conditions on their respective part
to be performed or satisfied hereunder at or prior thereto or,
if at or prior to the Closing Date:
(i) Food 4 Less or any Subsidiary Guarantor shall
have sustained any loss or interference with respect to
its businesses or properties from fire, flood, hurricane,
earthquake, accident or other calamity, whether or not
covered by insurance, or from any labor dispute or any
legal or governmental proceeding, which loss or
interference has had or has a material adverse effect on
the business, condition (financial or other) or results of
operations of Food 4 Less (and, after giving effect to the
Equity Merger and the Mergers, the Surviving Company) and
its subsidiaries taken as a whole, or there shall have
been any material adverse change, or any development
involving a prospective material adverse change (including
without limitation a change in management or control of
Food 4 Less or any Subsidiary Guarantor), in the business,
condition (financial or other), or results of operations
of Food 4 Less (and, after giving effect to the Equity
Merger and the Mergers, the Surviving Company) and its
subsidiaries taken as a whole, except as described in or
contemplated by the Prospectus (exclusive of any amendment
or supplement thereto);
(ii) trading in securities generally on the New York
or American Stock Exchange shall have been suspended or
minimum or maximum prices shall have been established on
any such exchange;
(iii) a banking moratorium shall have been declared
by New York or United States authorities; or
(iv) there shall have been (A) an outbreak or
43
<PAGE> 44
escalation of hostilities between the United States and
any foreign power, (B) an outbreak or escalation of any
other insurrection or armed conflict involving the United
States or (c) any material change in the financial markets
of the United States which, in the sole judgment of the
Underwriters, makes it impracticable or inadvisable to
proceed with the public offering or the delivery of the
Securities as contemplated by the Registration Statement,
as amended as of the date hereof.
(b) Termination of this Agreement pursuant to this
Section 10 shall be without liability of any party to any other
party except as provided in Section 9 hereof.
11. Notices. All communications hereunder shall be
in writing and, if sent to the Underwriters, shall be mailed or
delivered or telecopied and confirmed in writing to the
Underwriters c/o BT Securities Corporation, One Bankers Trust
Plaza, New York, New York 10005, Attention: Lori Finkel, and
with a copy to Cahill Gordon & Reindel, 80 Pine Street, New
York, New York 10005, Attention: William M. Hartnett, Esq. If
sent to Food 4 Less or any Subsidiary Guarantor, shall be
mailed, delivered or telegraphed and confirmed in writing to
Food 4 Less or such Subsidiary Guarantor c/o Food 4 Less, Inc.,
777 South Harbor Boulevard, La Habre, California 90631,
Attention: Mark A. Resnik, Esq., Vice President and Secretary
with a copy to Latham & Watkins, 633 West Fifth Street, suite
4000, Los Angeles, California 90071, Attention: Pamela Kelly,
Esq.
12. Successors. This Agreement shall inure to the
benefit of and be binding upon the Underwriters, Food 4 Less,
each Subsidiary Guarantor and their respective successors and
legal representatives, and nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any
other person any legal or equitable right, remedy or claim
under or in respect of this Agreement, or any provisions herein
contained; this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and
exclusive benefit of such persons and for the benefit of no
other person except that (i) the indemnities of Food 4 Less and
each Subsidiary Guarantor contained in Section 8 of this
Agreement shall also be for the benefit of any person or
persons who control the Underwriters within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act and
(ii) the indemnities of the Underwriters contained in Section 8
of this Agreement shall also be for the benefit of the
directors of Food 4 Less and each Subsidiary Guarantor, their
respective officers who have signed the Registration Statement
and any person or persons who control Food 4 Less or any
Subsidiary Guarantor within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act. No purchaser of
Securities from the Underwriters will be deemed a successor
because of such purchase.
44
<PAGE> 45
13. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION
OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH
HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAW.
14. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
If the foregoing correctly sets forth our
understanding, please indicate your acceptance thereof in the
space provided below for that purpose, whereupon this letter
shall constitute a binding agreement among Food 4 Less, each
Subsidiary Guarantor, RSI and the Underwriters.
Very truly yours,
FOOD 4 LESS SUPERMARKETS, INC.
By:______________________________
Name: Mark A. Resnik
Title: Secretary
ALPHA BETA COMPANY,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
BELL MARKETS, INC.,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
CALA CO.,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
45
<PAGE> 46
CALA FOODS, INC.,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
FALLEY'S, INC.,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
FOOD 4 LESS OF CALIFORNIA, INC.,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
FOOD 4 LESS MERCHANDISING, INC.,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
FOOD 4 LESS OF SOUTHERN
CALIFORNIA, INC.,
as a Guarantor
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
FOOD 4 LESS GM, INC.
By:______________________________
Name: Mark A. Resnik
Title: Assistant Secretary
46
<PAGE> 47
RALPHS SUPERMARKETS, INC.
with respect to Sections 2(b),
7(xi), 7(xv), 9 and 13 only
By:______________________________
Name: Jan Charles Grey
Title: Senior Vice
President, General
Counsel and Secretary
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
BT SECURITIES CORPORATION
By_____________________________
Name: Lori Finkel
Title: Managing Director
CS FIRST BOSTON CORPORATION
By_____________________________
Name:
Title:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By_____________________________
Name:
Title:
47
<PAGE> 1
EXHIBIT 12.1
RALPHS SUPERMARKETS, INC.
(AS SUCCESSOR TO RALPHS GROCERY COMPANY)
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(a)
(DOLLAR IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED ENDED ENDED
FEBRUARY 3, FEBRUARY 2, JANUARY 31, JANUARY 30, JANUARY 29,
1991 1992 1993 1994 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings (loss) before income taxes,
cumulative effect of change in accounting
and extraordinary item...................... $(25,529) $(27,734) $ 2,792 $ 30,317 $ 32,118
Add:
Portion of rents representative of the
interest factor.......................... 12,936 15,135 17,745 19,218 19,467
Capitalized interest....................... 915 510 1,074 740 325
Interest expense........................... 128,477 130,206 125,611 108,755 112,651
------------ ------------ ------------ ------------ ------------
Earnings as adjusted....................... $116,799 $118,117 $147,222 $159,030 $164,561
========= ========= ========= ========= =========
Fixed charges:
Interest expense........................... 128,477 130,206 125,611 108,755 112,651
Capitalized interest....................... 915 510 1,074 740 325
Portion of rents representative of the
interest factor.......................... 12,936 15,135 17,745 19,218 19,467
------------ ------------ ------------ ------------ ------------
Total fixed charges........................ $142,328 $145,851 $144,430 $128,713 $132,443
========= ========= ========= ========= =========
Ratio of earnings to fixed charges........... --(b) --(b) 1.02 1.24 1.24
========= ========= ========= ========= =========
</TABLE>
---------------
(a) The ratio of earnings to fixed charges has been computed based upon net
earnings (loss) before income taxes, extraordinary item and fixed charges.
Fixed charges consist of interest expense (including amortization of
self-insurance reserves discount), capitalized interest, amortization of
debt discount and expense and one-third of rental expense (the proportion
deemed representative of the interest factor).
(b) Earnings before income taxes and fixed charges were insufficient to cover
fixed charges for the periods ended February 3, 1991 and February 2, 1992 by
$25,529 and $27,734, respectively.
Page 1 of 2
<PAGE> 2
EXHIBIT 12.1
FOOD 4 LESS SUPERMARKETS, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
52 WEEKS
ENDED
53 WEEKS ENDED 52 WEEKS ENDED 52 WEEKS ENDED 52 WEEKS ENDED JUNE 25,
JUNE 30, 1990 JUNE 29, 1991 JUNE 27, 1992 JUNE 26, 1993 1994
------------------ ------------------ ------------------ ------------------ --------
FIXED FIXED FIXED FIXED
EARNINGS CHARGES EARNINGS CHARGES EARNINGS CHARGES EARNINGS CHARGES EARNINGS
-------- ------- -------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before provision for
income taxes and extraordinary
charges............................. $(9,106 ) $ -- $(3,387 ) $ -- $(25,555) $ -- $(25,936) $ -- $ --
Add: Fixed charges:
Interest expense including
amortization of deferred financing
costs.............................. 50,789 50,789 50,084 50,084 70,211 70,211 69,732 69,732 68,250
Interest factor in rent expense(1)... 3,814 3,814 6,523 6,523 15,569 15,569 14,835 14,835 16,596
-------- ------- -------- ------- -------- ------- -------- ------- --------
$45,497 $54,603 $53,220 $56,607 $ 60,225 $85,780 $ 58,631 $84,567 $84,846
======= ======= ======= ======= ======== ======= ======== ======= =======
Ratio of earnings to fixed charges... -- -- -- -- 1.0
======= ======= ======== ======== =======
Deficiency of earnings to cover fixed
charges............................ $ 9,106 $ 3,387 $ 25,555 $ 25,936 --
======= ======= ======== ======== =======
<CAPTION>
32 WEEKS ENDED 31 WEEKS ENDED
FEBRUARY 5, 1994 JANUARY 29, 1995
------------------ ------------------
FIXED FIXED FIXED
CHARGES EARNINGS CHARGES EARNINGS CHARGES
------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Income (loss) before provision for
income taxes and extraordinary
charges............................. $ -- $ 240 $ -- $(11,500) $ --
Add: Fixed charges:
Interest expense including
amortization of deferred financing
costs.............................. 68,250 42,168 42,168 42,222 42,222
Interest factor in rent expense(1)... 16,596 9,943 9,943 11,819 11,819
------- -------- ------- -------- -------
$84,846 $52,351 $52,111 $ 42,541 $54,041
======= ======= ======= ======== =======
Ratio of earnings to fixed charges... 1.0 --
======= ========
Deficiency of earnings to cover fixed
charges............................ $ -- $ 11,500
======= ========
</TABLE>
---------------
(1) Calculated as one-third of minimum rent expense (see note 5 in the audited
financial statements):
<TABLE>
<CAPTION>
1990 1991 1992 1993
------- ------- ------- -------
<S> <C> <C> <C> <C>
Minimum rent......................... $11,443 $19,570 $46,706 $44,504
Interest factor...................... /3 /3 /3 /3
------- ------- ------- -------
$ 3,814 $ 6,523 $15,569 $14,835
======= ======= ======= =======
<CAPTION>
32 WEEKS ENDED 31 WEEKS ENDED
1994 FEBRUARY 5, 1994 JANUARY 29, 1995
------- ------------------ ------------------
<S> <C> <C> <C>
Minimum rent......................... $49,788 $29,830 $35,458
Interest factor...................... /3 /3 /3
------- ------- -------
$16,596 $ 9,943 $11,819
======= ======= =======
</TABLE>
Page 2 of 2
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT AND REPORT ON SCHEDULES
Board of Directors and Stockholders
Ralphs Supermarkets, Inc.:
The audits referred to in our report dated March 9, 1995, included the related
financial statement schedule as of January 30, 1994 and January 29, 1995, and
for each of the fiscal years in the three-year period ended January 29, 1995,
included in the registration statement. This financial statement schedule is the
responsibility of Ralphs management. Our responsibility is to express an opinion
on this financial statement schedule based on our audits. In our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We consent to the use of our reports included herein and to the reference to our
firm under the headings "Summary Historical Financial Data of Ralphs," "Selected
Historical Financial Data of Ralphs" and "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Los Angeles, California
May 22, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
May 22, 1995
