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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
WASHINGTON, D.C. 20549 Expires May 31, 1997
Estimated average burden
FORM 12b-25 hours per response 2.50
NOTIFICATION OF LATE FILING SEC FILE NUMBER
CUSIP NUMBER
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(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q
[ ]Form N-SAR
For Period Ended: July 16, 1995
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Food 4 Less Holdings, Inc.
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Full Name of Registrant
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1100 West Artesia Boulevard, Compton, CA 90220
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
[X] the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On June 14, 1995, Food 4 Less Supermarkets, Inc. ("F4L
Supermarkets"), a wholly-owned subsidiary of Food 4 Less Holdings, Inc. (the
"Company"), acquired Ralphs Supermarkets, Inc. ("RSI") and its wholly owned
subsidiary, Ralphs Grocery Company ("RGC"). The acquisition was effected
through the merger of F4L Supermarkets with and into RSI (the "RSI Merger")
followed by the merger of RGC with and into RSI (the "RGC Merger," and together
with the RSI Merger, the "Merger"). The surviving corporation in the Merger
was renamed Ralphs Grocery Company. The Company has been required to devote
substantial resources, including the attention of key financial and operating
personnel, to the integration of F4L Supermarkets, RSI and RGC. As a result,
the Company's personnel have been unavoidably delayed in the preparation of the
Company's Quarterly Report on Form 10-Q for the quarter ended July 16, 1995.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Steve Mortensen (310) 884-4558
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company anticipates that its Quarterly Report on Form 10-Q will reflect
sales for the 12 weeks ended July 16, 1995 ("second quarter 1995") of
approximately $857.3 million, compared to sales of approximately $581.1
million for the 12 weeks ended June 25, 1994 ("fourth quarter 1994"). Such
growth in sales is due primarily to the fact that second quarter 1995
results of operations include approximately seven weeks of the operations
of the Company prior to the Merger and approximately five weeks of
operations of the Company after the Merger. The Company anticipates that
its Quarterly Report on Form 10-Q will reflect a net loss for second
quarter 1995 of approximately $145.3 million, compared to net income of
approximately $0.6 million for fourth quarter 1994. Because of its merger
and financing activities during fiscal 1995, the Company believes that its
results of operations for second quarter 1995 and fourth quarter 1994 are
not directly comparable.
Food 4 Less Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereto duly authorized.
Date: August 30, 1995 By: /s/ Alan J. Reed
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Alan J. Reed
Senior Vice President and
Chief Financial Officer
