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Filed pursuant to
Rule 424(b)(3)
File No. 333-28787
SUPPLEMENT TO PROSPECTUS
OFFERS TO EXCHANGE
11% SENIOR SUBORDINATED NOTES DUE 2005
FOR ALL OUTSTANDING 11% SENIOR SUBORDINATED NOTES DUE 2005
OF
RALPHS GROCERY COMPANY
This Supplement to Prospectus (the "Supplement") supplements certain
information contained in the Prospectus dated October 6, 1997 (the "Prospectus")
with respect to the Exchange Offer by Ralphs Grocery Company (the "Company") to
holders of all outstanding 11% Senior Subordinated Notes due 2005 (the "Private
Notes") to exchange such Private Notes for its 11% Senior Subordinated Notes due
2005 (the "Exchange Notes"). Other than the extension of the expiration date,
the terms and conditions of the Exchange Offer described in the Prospectus
remain as set forth therein. Unless otherwise defined, capitalized terms used
herein have the same meanings assigned to them in the Prospectus.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON DECEMBER 1, 1997 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY THE COMPANY IN ITS DISCRETION, IN WHICH CASE THE TERM
"EXPIRATION DATE" SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE
OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
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On November 6, 1997, the Company and Fred Meyer, Inc., a Delaware
corporation ("Fred Meyer"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Fred Meyer will acquire all the
outstanding shares of the Company's common and preferred stock in exchange for
Fred Meyer common stock. The merger between the Company and Fred Meyer is
subject to regulatory and shareholder approval.
At the close of business on November 12, 1997, tenders for $155,000,000
principal amount of Private Notes, representing 100% of the outstanding
principal amount of Private Notes, had been received.
Any holder who previously has validly tendered any Private Notes need
not take any further action to receive, subject to the terms and conditions of
the Exchange Offer, the Exchange Notes. The Company will not distribute an
additional Letter of Transmittal and the revised terms reflected in this
Supplement shall be deemed a part of the original Letter of Transmittal.
Any questions regarding procedures for tendering Private Notes or
requests for additional copies of this Supplement, the Prospectus, the Letter of
Transmittal and the Notice of Guaranteed Delivery should be directed to the
Exchange Agent.
The Exchange Agent is:
UNITED STATES TRUST COMPANY OF NEW YORK
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By Registered or Certified Mail: In Person:
United States Trust Company of New York United States Trust Company of New York
P.O. Box 843 111 Broadway
Cooper Station New York, New York 10006
New York, New York 10276 Attention: Lower Level Corporate Trust Window
Attention: Corporate Trust Services
By Hand or Overnight Courier: By Facsimile (for Eligible Institutions only):
United States Trust Company of New York (212) 420-6152
770 Broadway, 13th Floor
New York, New York 10003 Confirm Receipt of Notice of
Attention: Corporate Trust Unit Guaranteed Delivery by Telephone:
1-800-548-6565
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The date of this Supplement is November 13, 1997
