<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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SMITH'S FOOD & DRUG CENTERS, INC.
(NAME OF ISSUER AND PERSON FILING STATEMENT)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLES OF CLASSES OF SECURITIES)
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N/A
(CUSIP NUMBER FOR CLASS A COMMON STOCK)
832388-10-2
(CUSIP NUMBER FOR CLASS B COMMON STOCK)
MICHAEL C. FREI
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SMITH'S FOOD & DRUG CENTERS, INC.
1550 SOUTH REDWOOD ROAD
SALT LAKE CITY, UTAH 84104
(801) 974-1400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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COPIES TO:
ROBERT L. FRIEDMAN
JOHN W. CARR
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 455-2000
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APRIL 25, 1996
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$451,291,032 $90,259**
</TABLE>
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* Assumes purchase of 50% of its outstanding shares of Common Stock
(12,535,862 shares based on Common Stock outstanding as of April 15, 1996)
at $36 per share.
** Fee paid with initial filing on April 25, 1996.
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[_]CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: N/A FILING PARTY: N/A
FORM OR REGISTRATION NO.: N/A DATE FILED: N/A
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<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4, dated April 25, 1996, of Smith's Food & Drug Centers, Inc.
(the "Company") filed in connection with the offer by the Company to purchase,
in the aggregate, 50% of its outstanding shares of Class A Common Stock, par
value $.01 per share, and Class B Common Stock, par value $.01 per share, of the
Company (collectively, the "Shares") (or 12,535,862 Shares based on Shares
outstanding as of April 15, 1996) at a price of $36 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 25, 1996 (the "Offer to Purchase"), and related Letter of
Transmittal. Capitalized terms used without definition in this Final Amendment
shall have the meanings given to them in the Offer to Purchase.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Press release dated May 30, 1996.
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1
<PAGE>
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT
THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
Smith's Food & Drug Centers, Inc.
/s/ Michael C. Frei
By: _________________________________
Michael C. Frei
Senior Vice President, General
Counsel and Secretary
Dated: May 31, 1996
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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<C> <S> <C>
(a)(14) Press release dated May 30, 1996.
</TABLE>
<PAGE>
EXHIBIT (a)(14)
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May 30, 1996
SMITH'S FOOD & DRUG CENTERS, INC. ANNOUNCES
FINAL RESULTS OF TENDER OFFER
(Salt Lake City, UT)-Smith's Food & Drug Centers, Inc.(NYSE: SFD)
announced today the final results of its offer to purchase 50%, in the
aggregate, of its outstanding Class A Common Stock and Class B Common Stock at a
price of $36 per share in cash. The offer expired at 12:00 noon, New York City
time on Thursday, May 23, 1996. Of the total common shares outstanding,
11,184,700 shares of Class A Common Stock and 13,158,299 shares of Class B
Common Stock were tendered and not withdrawn. The final pro ration factor for
shares to be purchased is 51.4972 percent. The depository for the tender offer,
American Stock Transfer & Trust Company, will begin issuing payment promptly for
the shares purchased.
