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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): February 13, 1998
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Ralphs Grocery Company
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(Exact Name of Registrant as
Specified in Charter)
Delaware 33-31152 95-4356030
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(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation) Number) No.)
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 February 10, 1998, 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 Quality Food Centers,
Inc., a Washington corporation ("QFC"), entered into a settlement agreement (the
"Settlement Agreement") with the State of California to settle potential
antitrust and unfair competition claims that the State of California asserted
against the Company, Fred Meyer and QFC relating to the effects of the pending
mergers involving the Company and Fred Meyer and QFC and Fred Meyer (together,
the "Mergers") on supermarket competition in Southern California (the "State
Claims"). Without admitting any liability in connection with the State Claims,
the Company, Fred Meyer and QFC agreed in the Settlement Agreement to divest 19
specific stores in Southern California. Under the Settlement Agreement, Fred
Meyer must divest 13 stores within six months of closing and the balance of six
stores within nine months of closing. Fred Meyer also agreed not to acquire new
stores from third parties in the Southern California areas specified in the
Settlement Agreement (covering substantially all of the Los Angeles metropolitan
area) for five years following the date of the Settlement Agreement without
providing prior notice to the State of California. If Fred Meyer fails to divest
the required stores by the two dates set forth in the Settlement Agreement, Fred
Meyer has agreed not to object to the appointment of a trustee to effect the
required sales. The Settlement Agreement also requires Fred Meyer to pay the
reasonable fees and costs of the attorneys and experts of the State of
California associated with its review. Management does not believe that such
divestitures will materially adversely affect Fred Meyer's business strategy,
financial condition or results of operations. Notification filings relating to
the Mergers were filed with the Antitrust Division of the United States
Department of Justice and the United State Federal Trade Commission under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all
applicable waiting periods have expired.
The Company issued a press release dated February 13, 1998, which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
7(c) Exhibits.
99.1 Press Release dated as of November 13, 1998
(incorporated herein by reference to Exhibit 99.1 to
the Form 8-K filed by Food 4 Less Holdings, Inc. on
February 17, 1998).
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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: February 17, 1998 Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated February 13, 1998 (incorporated
herein by reference to Exhibit 99.1 to the Form 8-K filed by
Food 4 Less Holdings, Inc. on February 17, 1998).
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