<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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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<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 Amendment No. 3 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 Amendment No. 3
shall have the meanings given to them in the Offer to Purchase.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Form of press release dated May 23, 1996.
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 23, 1996
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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<C> <S> <C>
(a)(12) Form of press release dated May 23, 1996.
</TABLE>
<PAGE>
EXHIBIT (a)(12)
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Contacts:
Media:
Investor:
FOR IMMEDIATE RELEASE
SMITH'S ANNOUNCES EXTENSION OF ITS OFFER TO PURCHASE 50% OF ITS COMMON STOCK TO
MAY 23, 1996
(Salt Lake City, UT) May 23, 1996 - Smith's Food & Drug Centers, Inc.
(NYSE:SFD) ("Smith's") announced today that its pending offer to purchase 50%,
in the aggregate, of its outstanding Class A Common Stock and Class B Common
Stock (the "Shares") at a price of $36 per share in cash, scheduled to expire at
12:00 midnight, New York time, on Wednesday, May 22, 1996, has been extended
until 12:00 noon, New York City time, on Thursday, may 23, 1996. The Offer to
purchase is scheduled to expire concurrently with the consummation of the merger
between Smitty's Supermarkets, Inc. and a wholly owned subsidiary of Smith's,
made pursuant to a Recapitalization Agreement and Plan of Merger entered into by
Smith's.
As of the close of business on May 22, 1996, tenders with respect to
approximately million shares, or %, of the Class A Common Stock and
---- ----
million shares, or %, of the Class B Common, had been received.
- ---- ----
This announcement is neither an offer to purchase nor a solicitation of an
offer to purchase any Shares. The offer to purchase is being made solely by the
Offer to Purchase dated April 25, 1996, as amended and supplemented, and the
extension of the offer to purchase remains subject to the terms and conditions
stated therein.
Goldman, Sachs & Co. are dealer managers for the offer. Copies of the
Offer to Purchase may be obtained from MacKenzie Partners, Inc., who is serving
as information agent in connection with the offer, 156 Fifth Avenue, New York,
10010, telephone (800) 322-2885.
