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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 6, 1997
Ralphs Grocery Company
(Exact Name of Registrant as
Specified in Charter)
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Delaware 33-31152 95-4356030
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(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation) Number) No.)
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1100 West Artesia Boulevard
Compton, California 90220
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(Address of Principal
Executive Offices)
(310) 884-9000
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(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS.
On November 6, 1997, Food 4 Less Holdings, Inc., a Delaware
corporation (the "Company") which is the parent of Ralphs Grocery Company, Fred
Meyer, Inc., a Delaware corporation ("Fred Meyer"), and FFL Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Fred Meyer
("Acquisition"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), a copy of which is incorporated herein by reference to Exhibit 99.1
to the Form 8-K filed by the Company on November 13, 1997. Pursuant to the terms
of the Merger Agreement, Acquisition would merge with and into the Company (the
"Merger"), subject to certain conditions being satisfied or waived. Pursuant to
the Merger Agreement, holders of shares, options and warrants of the Company
would receive an aggregate of the greater of (i) 22.5 million shares of Fred
Meyer Common Stock or (ii) the lesser of (A) the number of shares of Fred Meyer
Common Stock equal to $600 million divided by the average closing price of the
Fred Meyer Common Stock on the New York Stock Exchange for 15 out of the 35
trading days ending on the second day preceding the effective date of the Merger
or (B) 24 million shares of Fred Meyer Common Stock, subject to certain
adjustments if any divestitures are required under the antitrust laws.
Conditions to the consummation of the Merger include the receipt of regulatory
approvals and approval by the stockholders of Fred Meyer and the Company.
Certain stockholders of the Company holding approximately 64.3% of the aggregate
voting power of the Company have entered into an agreement to vote their Company
shares in favor of the Merger.
On November 7, 1997, the Company and Fred Meyer issued a joint
press release announcing the execution of the Merger Agreement, a copy of which
press release is incorporated herein by reference to Exhibit 99.2 to the Form
8-K filed by the Company on November 13, 1997.
The foregoing summary of the Merger Agreement is qualified in
its entirety by reference to the full text of the agreement, a copy of which is
incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed by the
Company on November 13, 1997.
The information set forth above shall not be deemed to
constitute an offer to sell any security. Any such offer to sell will be made
only be means of a prospectus.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
7(c) Exhibits.
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99.1 Agreement and Plan of Merger dated as of
November 6, 1997 by and among Food 4 Less
Holdings, Inc., Fred Meyer, Inc. and FFL
Acquisition Corp. (incorporated herein by
reference to Exhibit 99.1 to the Form 8-K
filed by the Company on November 13, 1997).
99.2 Press Release dated as of November 7, 1997
(incorporated herein by reference to Exhibit
99.2 to the Form 8-K filed by the Company on
November 13, 1997).
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RALPHS GROCERY COMPANY
By: /s/ John Standley
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Name: John Standley
Dated: November 13, 1997 Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit 99.1 Agreement and Plan of Merger dated as of November 6, 1997 by and
among Food 4 Less Holdings, Inc., Fred Meyer, Inc. and FFL
Acquisition Corp. (incorporated herein by reference to Exhibit 99.1 to
the Form 8-K filed by Food 4 Less Holdings, Inc. on November 13, 1997).
Exhibit 99.2 Press Release dated as of November 7, 1997 (incorporated herein by
reference to Exhibit 99.2 to the Form 8-K filed by Food 4 Less Holdings,
Inc. on November 13, 1997).
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