SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
Under the Securities Exchange Act of 1934
[Amendment No. 006]
Smith's Food & Drug Centers, Inc.
(Name of Issuer)
Class A and Class B Common Stock
(Title of Class of Securities)
CUSIP Number - Class A has no CUSIP Number and is not registered.
CUSIP Number for Class B is 832388-10-2. Class A is convertible
to Class B on a one-for-one basis.
Check the following box if a fee is being paid with this
statement [ ]
CUSIP No: Class A has no CUSIP Number and is not registered.
CUSIP Number for Class B is 832388-10-2. Class A is convertible
to Class B on a one-for-one basis.
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1) Names of Reporting Persons/S.S. or I.R.S.
Identification Nos. of Above Persons ....
Fred L. Smith
S.S.####-##-####
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2) Check the Appropriate Row if a Member of a Group
(a)
(b) .... [X]
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3) SEC Use Only
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4) Citizenship or Place of Organization .... USA
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5) Sole Voting Power .... 911,754 shares of Class
B, as converted
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6) Shared Voting Power .... 17,073 shares of Class B,
as converted
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7) Sole Dispositive Power .... 911,754 shares of
Class B, as converted
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8) Shared Dispositive Power .... 17,073 shares of
Class B, as converted
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9) Aggregate Amount Beneficially Owned by Each
Reporting Person .... 928,827 shares of Class B,
as converted
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10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares .... [X]
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11) Percent of Class Represented by Amount in Row 9 ..
8.0% of Class B
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12) Type of Reporting Person .... IN
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Item 1(a) Name of Issuer:
Smith's Food & Drug Centers, Inc.
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Item 1(b) Address of Issuer's Principal Executive Offices:
1550 South Redwood Road
Salt Lake City, Utah 84104
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Item 2(a) Name of Person Filing:
Fred L. Smith
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Item 2(b) Address of Principal Business Office or, if None,
Residence:
c/o Smith's Food & Drug Centers, Inc.
1550 South Redwood Road
Salt Lake City, Utah 84104
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Item 2(c) Citizenship:
USA
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Item 2(d) Title of Class of Securities:
Class A Common Stock (Convertible to Class B stock on a
one-for-one basis)
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Item 2(e) CUSIP Number:
Class A Common Stock has no CUSIP Number.
CUSIP Number for Class B Common Stock is 832388-10-2.
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Item 3
N/A
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Item 4 Ownership
(a) Amount Beneficially Owned:
928,827 shares of Class B, as converted
Fred L. Smith is the record owner of 252,708 shares of Class A Common
Stock. Mr. Smith's wife, Elaine Smith, is the record owner of 17,073
shares of Class A Common Stock, and Mr. Smith serves as the trustee for the
Trust for the Children of Fred L. Smith, the Fred Lloyd Smith Trust, the
Staci Elaine Smith Trust and the Zachary Dee Smith Trust (collectively, the
"Trusts") which are the record owners of 560,353, 41,353, 28,670 and 28,670
shares, respectively, of Class A Common Stock. Mr. Smith may be deemed to
be the beneficial owner of the shares of Class A Common Stock beneficially
owned by Elaine Smith and the Trusts.
Pursuant to terms of the Restated Certificate of Incorporation of the
Issuer, (i) each share of Class A Common Stock carries the right to ten
(10) votes for the election of directors of the Issuer and upon any matter
presented to the stockholders for their vote or approval, subject to
conversion upon transfer as provided for below, and (ii) each share of
Class B Common Stock carries the right to one (1) vote for the election of
directors of the Issuer and upon any matter presented to the stockholders
for their vote or approval. Any Class A Stockholder has the right at any
time to convert any share of Class A Common Stock into one (1) share of
Class B Common Stock. In addition, upon transfer of any share of Class A
Common Stock to any person other than certain specified transferees, such
share of Class A Common Stock shall be converted into a share of Class B
Common Stock.
In addition to the foregoing, Mr. Smith and the Trust for the Children of
Fred Lorenzo Smith are parties to a Standstill Agreement, dated as of
January 29, 1996 (the "Standstill Agreement"), among the Issuer and the
stockholders of the Issuer listed below (a copy of which has been filed as
Exhibit 10.2 to the Issuer's Form S-3 Registration Statement (Registration
No. 333-01601) and is incorporated herein by reference). Share amounts for
persons other than the reporting person are to the best of the reporting
person's knowledge.
<TABLE>
<CAPTION>
Beneficial Ownership of Shares
Stockholder of Record of Class B Common Stock
<S> <C>
The Yucaipa Companies 200,000
Yucaipa SSV Partners, L.P. 1,340,772
Yucaipa Smitty's Partners, L.P. 300,667
Yucaipa Smitty's Partners II, L.P. 136,793
Yucaipa Arizona Partners, L.P. 273,582
Jeffrey P. Smith<F1> 653,807
Richard D. Smith<F1> 422,063
Fred L. Smith<F1> 252,708
Ida Smith 0
The Dee Glen Smith Marital Trust<F1><F2> 224,287
Trust for the Children of Jeffrey Paul Smith<F1> 560,353
Trust for the Children of Richard Dee Smith<F1> 540,952
Trust for the Children of Fred Lorenzo Smith<F1> 560,353
---------
Total 5,339,929
=========
<FN>
<F1> The number of shares of Class B Common Stock held of record
includes any shares of the Issuer's Class A Common Stock held of
record by such stockholder. Shares of Class A Common Stock may
be converted at any time at the election of the holder into an
equal number of shares of Class B Common Stock.
<F2> The Dee Glen Smith Marital Trust is the record owner of
3,253,623 shares of Series I Preferred Stock. Each share of
Series I Preferred Stock is entitled to ten (10) votes for the
election of directors of the Issuer and upon any matter that
comes to a vote before the stockholders of the Issuer on which
the holders of any series of Common Stock are entitled to vote.
An additional 2,101,377 shares of Series I Preferred Stock
which are held by two charitable organizations are subject to the
Standstill Agreement.
</FN>
</TABLE>
Pursuant to the Standstill Agreement, the parties thereto holding shares of
Class A Common Stock, Class B Common Stock and Series I Preferred Stock are
required to vote their shares to elect to the Issuer's seven-member Board
of Directors two persons nominated by The Yucaipa Companies and two persons
nominated by the Smith family.
As a result of the Standstill Agreement, some or all of the parties thereto
may be deemed to constitute a "group." A group consisting of such persons
may be deemed to beneficially own all shares beneficially owned by each of
the persons constituting such a group. Fred L. Smith does not affirm the
existence of such a group and, except to the extent set forth above,
disclaims beneficial ownership of shares of Class A Common Stock, Class B
Common Stock and Series I Preferred Stock owned by any other person.
(b) Percent of Class: 8.0% of Class B
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
911,754 shares of Class B, as converted
(ii) shared power to vote or to direct the vote
17,073 shares of Class B, as converted
(iii) sole power to dispose or to direct the
disposition of
911,754 shares of Class B, as converted
(iv) shared power to dispose or to direct the
disposition of
17,073 shares of Class B, as converted
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Item 5 Ownership of Five Percent or Less of a Class
N/A
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Item 6 Ownership of More than Five Percent on Behalf of Another
Person
See Item 4 above.
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Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
N/A
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Item 8 Identification and Classification of Members of the Group
See Item 4 above.
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Item 9 Notice of Dissolution of Group
N/A
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Item 10 Certification
N/A
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SIGNATURE
After reasonable 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.
Date: February 13, 1997
/s/ Fred L. Smith
__________________________________
/s/ Michael C. Frei
by: __________________________________
Attorney-in-Fact
(Signature)
Fred L. Smith
(Name)
