UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 10, 1998
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FOOD 4 LESS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-59212 33-0642810
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
3800 SE 22nd Avenue, Portland, Oregon 97202
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(Address of principal executive offices) (Zip Code)
(503) 232-8844
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On March 10, 1998, upon filing a Certificate of Merger with the Delaware
Secretary of State, Food 4 Less Holdings, Inc., a Delaware corporation (the
"Company"), was acquired by Fred Meyer, Inc., a Delaware corporation ("Fred
Meyer"), as a result of a merger through which the Company became a wholly owned
subsidiary of Fred Meyer (the "Merger"). The Merger, as contemplated by the
Agreement and Plan of Merger dated November 6, 1997, as amended on January 20,
1998, between the Company and Fred Meyer, was approved by the stockholders of
Fred Meyer at a stockholders meeting held on March 5, 1998, for which proxies
were solicited pursuant to Section 14(a) of the Exchange Act, and by the
stockholders of the Company through a consent solicitation that was completed on
March 4, 1998.
The Joint Proxy and Consent Solicitation Statement/Prospectus dated January
27, 1998, which is part of the Registration Statement on Form S-4 (No.
333-44871) filed by Fred Meyer (the "Joint Proxy Statement"), contains
information regarding the Merger, is filed as an exhibit to this Report and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information.
The information set forth under the caption "The FM/QFC Merger and FM/Food
4 Less Merger Unaudited Pro Forma Condensed Combined Financial Statements" in
the Joint Proxy Statement, which is filed as Exhibit 99.1 to this Report, is
incorporated herein by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and Fred
Meyer. Incorporated by reference from Appendix B to the
Joint Proxy Statement.
99.1 Joint Proxy Statement. Incorporated by reference from Fred
Meyer's Registration Statement on Form S-4 (No. 333-44871).
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: March 17, 1998
FOOD 4 LESS HOLDINGS, INC.
By: ROGER A. COOKE
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Roger A. Cooke
Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Description Sequential
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2.1 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and Fred
Meyer. Incorporated by reference from Appendix B to the
Joint Proxy and Consent Solicitation Statement/Prospectus
dated January 27, 1998, which is part of Fred Meyer's
Registration Statement on Form S-4 (No. 333-44871).
99.1 Joint Proxy Statement. Incorporated by reference from Fred
Meyer's Registration Statement on Form S-4 (No. 333-44871).
