<PAGE> 1
This filing is made pursuant to Rule 424(b)(3) under the Securities Act of
1933 in connection with Registration No. 333-14953 and the Prospectus dated
November 8, 1996.
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 8, 1996)
3,226,830 SHARES
SMITH'S FOOD & DRUG CENTERS, INC.
CLASS B COMMON STOCK
---------------------------
This Prospectus Supplement updates the information contained in the
Prospectus dated November 8, 1996 (together with this Prospectus Supplement,
the "Prospectus") pertaining to certain selling stockholders (the "Selling
Stockholders") of Smith's Food & Drug Centers, Inc. ("Smith's" or the
"Company").
The shares of Class B Common Stock, par value $.01 per share (the
"Class B Common Stock") of the Company which may be offered hereby are held by
the Selling Stockholders. See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of any shares offered hereby. The
Selling Stockholders received such shares of Class B Common Stock in certain
private placement transactions and the Company has filed and agreed to maintain
a shelf registration statement relating to such shares in order to permit the
Selling Stockholders to resell such securities from time-to-time in public
transactions.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN RISK
FACTORS THAT SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Any distribution of the shares covered by this Prospectus may be
effected from time to time in one or more transactions (which may involve block
transactions) on the New York Stock Exchange in negotiated transactions or a
combination of such methods of sale, at fixed prices, at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices or at negotiated prices. The Selling Stockholders will effect any such
transactions with or through one or more broker-dealers which may act as agent
or principal. Any such broker-dealer may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchaser of the shares for whom it may act as agent or
to whom they may sell as principals or both. With respect to any shares sold
by a Selling Stockholder, the Selling Stockholder and/or any broker-dealer
effecting the sales may be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended, (the "Securities
Act"), and any commissions received by the broker-dealer and any profit on the
resale of shares as principal may be deemed to be underwriting discounts or
commissions under the Securities Act. Additionally, the Selling Stockholders
may pledge or make gifts of their shares and the shares may also be sold by the
pledgees or transferees. See "Plan of Distribution."
The date of this Prospectus Supplement is March 4, 1997.
<PAGE> 2
SELLING STOCKHOLDERS
An aggregate of 3,226,830 of the shares of Class B Common Stock may be
offered by the Selling Stockholders from time-to-time. The following table
sets forth, as of March 4, 1997, the name of each Selling Stockholder, and for
each, the number of shares of Class B Common Stock owned beneficially at the
commencement of this offering, the maximum number of shares which may be offered
for sale and, unless otherwise indicated, the number of shares to be owned
beneficially after the offering (assuming all shares available for offer have
been sold). Each share of Class B Common Stock is entitled to one vote per
share on all matters to be voted upon by stockholders of the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF CLASS B COMMON STOCK BENEFICIALLY OWNED
CLASS B COMMON STOCK NUMBER OF SHARES OF AFTER THE OFFERING
BENEFICIALLY OWNED CLASS B COMMON ------------------
NAME BEFORE THE OFFERING(a) STOCK OFFERED NUMBER OF SHARES PERCENT
---- ---------------------- ------------- ---------------- -------
<S> <C> <C> <C> <C>
Yucaipa Smitty's Partners, L.P.(b) 300,667 300,667 300,667(c) 2.8%
Yucaipa Smitty's Partners II, L.P.(b) 136,793 136,793 136,793(c) 1.3
Yucaipa Arizona Partners, L.P.(b) 547,130 547,130 547,130(c) 5.1
Yucaipa SSV Partners L.P.(b) 1,067,424 1,067,424 1,067,424(c) 10.7
The Yucaipa Companies(b) 200,000 200,000 200,000(c) 1.9
Arbco Group Associates, L.P.(d) 7,786 7,786 -- *
Bahrain International Bank (E.C.) 50,206 50,206 -- *
BT Securities Corporation(e) 530,198 7,529 522,669 5.0
Crescent Mach I, L.P. 9,035 9,035 -- *
Credit Suisse First Boston Corporation(f) 155,924 155,924 -- *
CS First Boston Fund Investments
1994, L.P.(f) 476,738 476,738 -- *
Franklin Age High Income Fund 45,177 45,177 -- *
Kayne Anderson Non-traditional
Investing, L.P.(d) 7,786 7,786 -- *
New England High Income Fund 752 752 -- *
Prestwick Capital Partners, L.P. 4,862 4,862 -- *
Prospect Street High Income
Portfolio, Inc. 1,505 1,505 -- *
Prudential High Yield Fund, Inc.(g) 13,553 13,553 -- *
State Street Research and Management
Company 752 752 -- *
State Street Research High Income
Fund 9,788 9,788 -- *
SunAmerica Income Funds -
SunAmerica High Income Fund(h) 1,505 1,505 -- *
SunAmerica Series Trust-High-Yield
Bond Portfolio(h) 1,505 1,505 -- *
Transamerica Life Companies 55,534 55,534 -- *
Turnberry Capital Partners, L.P. 34,832 34,832 -- *
Turnberry Offshore Capital
Partners, L.P. 2,119 2,119 -- *
United Congregation Mesorah
Corporation 14,536 14,536 -- *
Survivors of the Shoah 11,291 11,291 -- *
Claremont Graduate School 12,904 12,904 -- *
Maldef 16,130 16,130 -- *
People for the American Way 3,226 3,226 -- *
UCLA School of Medicine 3,226 3,226 -- *
The Music Center of Los Angeles
County 3,226 3,226 -- *
Camp Ronald McDonald 3,226 3,226 -- *
</TABLE>
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<PAGE> 3
<TABLE>
<CAPTION>
NUMBER OF SHARES OF CLASS B COMMON STOCK BENEFICIALLY OWNED
CLASS B COMMON STOCK NUMBER OF SHARES OF AFTER THE OFFERING
BENEFICIALLY OWNED CLASS B COMMON ------------------
NAME BEFORE THE OFFERING(a) STOCK OFFERED NUMBER OF SHARES PERCENT
---- ---------------------- ------------- ---------------- -------
<S> <C> <C> <C> <C>
Museum of Contemporary Art (MOCA) 3,226 3,226 -- *
The Yosemite Fund 807 807 -- *
First AME Church 3,226 3,226 -- *
The Elizabeth Taylor Foundation 3,226 3,226 -- *
AMFAR 3,226 3,226 -- *
Aids Project L.A. 3,226 3,226 -- *
Boy Scouts of America, Los Angeles
Area Council 3,226 3,226 -- *
</TABLE>
- ----------
* Less than one percent.
(a) Except as otherwise indicated, each beneficial owner has the sole power to
vote, as applicable, and to dispose of all shares of Class B Common Stock
owned by such beneficial owner.
(b) Yucaipa is the general partner of Yucaipa Smitty's Partners, L.P., Yucaipa
Smitty's Partners II, L.P., Yucaipa Arizona, L.P. and Yucaipa SSV
Partners, L.P. Ronald W. Burkle is the Chief Executive Officer and a
director of the Company, the controlling general partner of Yucaipa and a
limited partner in Yucaipa Arizona Partners, L.P. and Yucaipa SSV
Partners, L.P. Linda McLoughlin Figel is a director of the Company, a
general partner of Yucaipa and a limited partner in Yucaipa SSV Partners,
L.P. Share amounts and percentages for Yucaipa do not include shares
issuable upon exercise of the Yucaipa Warrants issued to Yucaipa at the
time of the Merger, which entitles Yucaipa to purchase 1,842,505 shares of
non-voting Class C Common Stock, par value $.01 per share ("Class C Common
Stock"), at an initial exercise price of $50.00 per share, subject to
certain adjustments as set forth in the Warrant Agreement between the
Company and Yucaipa. Such shares of Class C Common Stock will be
convertible into an equal number of shares of Class B Common Stock
following the transfer of such shares by Yucaipa to any person or entity
not affiliated with Yucaipa.
(c) Yucaipa and its affiliated partnerships have included shares in this
Prospectus pursuant to the terms of a registration rights agreement with
the Company. Yucaipa has advised the Company that it does not currently
intend to sell its shares of Class B Common Stock but that, it may, from
time-to-time, pledge such shares in the ordinary course of business.
(d) KAIM Non-traditional, L.P., is the investment advisor to Arbco Group
Associates, L.P., and Kayne Anderson Non-traditional Investing, L.P., and
as such has sole voting power with respect to the 15,572 shares of Class B
Common Stock.
(e) BT Securities Corporation and its affiliates have from time to time
provided financial advisory, investment banking or banking services to the
Company and its affiliates. In addition, affiliates of BT Securities
Corporation are administrative agent, co-arranger and lenders under the
New Credit Facility.
(f) Credit Suisse First Boston Corporation ("CSFB") has from time to time
provided financial advisory and/or financial intermediary services to the
Company and its affiliates. CS First Boston Fund Investments 1994, L.P. is
an affiliate of CSFB. CSFB has sole voting power with respect to 618,895
shares of Class B Common Stock held by it and CS First Boston Fund
Investments 1994, LP and shares voting power with an affiliate, Credit
Suisse Group, with respect to 13,767 shares of Class B Common Stock.
(g) The Prudential Investment Corporation ("Prudential") is the investment
adviser to the Prudential High Yield Income Fund, Inc. ("Prudential High
Yield") and as such has sole voting power with respect to the 13,553
shares of Class B Common Stock. Prudential disclaims beneficial ownership
of the shares held by Prudential High Yield.
(h) SunAmerica Asset Management Corp. is the investment advisor to the
SunAmerica Income Funds-Sun America High Income Fund and the SunAmerica
Series Trust-High-Yield Bond Portfolio and as such has sole voting power
with respect to the 3,010 shares of Class B Common Stock.
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