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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$451,291,032 $90,259**
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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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This Amendment No. 2 amends and supplements Amendment No. 1 to the Issuer
Tender Offer Statement on Schedule 13E-4, dated May 7, 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. 2 shall have the meanings given to them in the Offer to
Purchase.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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<C> <S>
(a)(11) Form of press release dated May 17, 1996.
(b)(1) Form of Credit Agreement dated as of May 23, 1996 by and among
Smiths's, Bankers Trust Company and The Chase Manhattan Bank, as
Arrangers, the lenders named therein and Bankers Trust Company, as
Administrative Agent (incorporated by reference to Exhibit 10.1 of
the Company's Registration Statement on Form S-3 ( Commission File
No. 333-01601) which was initially filed on April 17, 1996).
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1
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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 17, 1996
2
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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<C> <S> <C>
(a)(11) Form of press release dated May 17, 1996.
(b)(1) Form of Credit Agreement dated as of May 23, 1996 by and among Smith's,
Bankers Trust Company and The Chase Manhattan Bank, as Arrangers, the
lenders named therein and Bankers Trust Company, as Administrative
Agent (incorporated by reference to Exhibit 10.1 of the Company's
Registration Statement on Form S-3 (Commission File No. 333-01601)
which was initially filed on April 17, 1996).
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EXHIBIT (a)(11)
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FOR IMMEDIATE RELEASE
SMITH'S FOOD & DRUG CENTERS, INC. PRICES
$575 MILLION PUBLIC DEBT OFFERING
SALT LAKE CITY, UTAH, MAY 17, 1996--Smith's Food & Drug Centers, Inc.
(NYSE:SFD) ("Smith's") announced today that it has priced its public offering of
$575 million of 11-1/4% Senior Subordinated Notes due 2007 (the "Notes"). The
Notes are being issued as part of the required financing for the pending
recapitalization of Smith's. Pursuant to the recapitalization Smith's has
offered 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
to Purchase"). The offer is scheduled to expire at 12:00 midnight, New York City
Time, on Wednesday, May 22, 1996. In connection with the proposed
recapitalization, a subsidiary of Smith's will consummate a merger with Smitty's
Supermarkets, Inc. Smitty's operates 28 supermarkets in the Phoenix and Tucson
areas and is controlled by The Yucaipa Companies, a private investment group.
The meeting for Smith's stockholders to approve the recapitalization is
scheduled to be held on May 23, 1996 and the transactions are anticipated to be
closed on that date.
BT Securities Corporation, CS First Boston Corporation, Donaldson,
Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co. and Chase
Securities Inc. are acting as underwriters in connection with the offering of
Notes. Goldman, Sachs & Co. are dealer managers and MacKenzie Partners, Inc. is
the information agent for the Offer to Purchase.
A copy of the prospectus with respect to the offering of the Notes may
be obtained from Smith's Food & Drug Centers, Inc., 1550 South Redwood Road,
Salt Lake City, Utah 84104, Attention: General Counsel and Secretary.
