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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 7(1)
FRED MEYER, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
593099-00-0
(CUSIP Number)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 593099-00-0 13G Page 2 of 7 pages.
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FMI ASSOCIATES, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
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(8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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(12) TYPE OF REPORTING PERSON
PN
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ITEM 1.
(a) NAME OF ISSUER:
Fred Meyer, Inc.
On September 9, 1997 Fred Meyer, Inc., a Delaware corporation
formerly known as Meyer-Smith Holdco, Inc., succeeded to the
business of Fred Meyer Stores, Inc., a Delaware corporation
formerly known as Fred Meyer, Inc., as a result of a merger
pursuant to the Agreement and Plan of Reorganization and Merger,
dated as of May 11, 1997. On September 9, 1997 the Issuer became
a wholly owned subsidiary of Fred Meyer, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3800 S.E. 22nd Avenue
Portland, Oregon 97202
ITEM 2.
(a) NAME OF PERSONS FILING:
FMI Associates, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street
New York, New York 10019
(c) CITIZENSHIP:
Delaware
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(e) CUSIP NUMBER:
593099-00-0
ITEM 3. Not applicable
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
Page 3 of 7 pages.
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In 1997, FMI Associates, L.P., a Delaware limited partnership,
disposed of all of the shares of common stock of Fred Meyer, Inc.
previously owned by it.
(b) PERCENT OF CLASS:
0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
-0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [x].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Page 4 of 7 pages.
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ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 7 pages
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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, 1998
KKR ASSOCIATES, L.P.
By: /s/ Salvatore Badalamenti
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Name: Salvatore Badalamenti
Title: Attorney-in-Fact
Page 6 of 7 pages
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EXHIBIT INDEX
Exhibit 24 - Power of Attorney
Page 7 of 7 pages.
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EXHIBIT 24
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make,
constitute and appoint Salvatore Badalamenti as a true and lawful
attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned, (both in
the undersigned's individual capacity and as a member of any limited liability
company or limited partnership for which the undersigned is otherwise
authorized to sign), to execute and deliver such forms as may be required to be
filed from time to time with the Securities and Exchange Commission with
respect to any investments of KKR 1996 Fund L.P. or KKR Associates L.P.
(including any amendments or supplements to any reports from schedules
previously filed by such persons or entities): (i) pursuant to Sections 13(d)
and 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"),
including without limitation, Schedule 13D, statements on Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.
/s/ Henry R. Kravis
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Name: Henry R. Kravis
January 31, 1997
