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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 13, 1998
Food 4 Less Holdings, Inc.
(Exact Name of Registrant as
Specified in Charter)
Delaware 33-59212 33-0642810
(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation) Number) No.)
1100 West Artesia Boulevard
Compton, California 90220
(Address of Principal
Executive Offices)
(310) 884-9000
(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS.
On February 10, 1998, Food 4 Less Holdings, Inc., a Delaware
corporation (the "Company"), Fred Meyer, Inc., a Delaware corporation ("Fred
Meyer"), and Quality Food Centers, Inc., a Washington corporation ("QFC"),
entered into a settlement agreement (the "Settlement Agreement") with the State
of California to settle potential antitrust and unfair competition claims that
the State of California asserted against the Company, Fred Meyer and QFC
relating to the effects of the pending mergers involving the Company and Fred
Meyer and QFC and Fred Meyer (together, the "Mergers") on supermarket
competition in Southern California (the "State Claims"). Without admitting any
liability in connection with the State Claims, the Company, Fred Meyer and QFC
agreed in the Settlement Agreement to divest 19 specific stores in Southern
California. Under the Settlement Agreement, Fred Meyer must divest 13 stores
within six months of closing and the balance of six stores within nine months of
closing. Fred Meyer also agreed not to acquire new stores from third parties in
the Southern California areas specified in the Settlement Agreement (covering
substantially all of the Los Angeles metropolitan area) for five years following
the date of the Settlement Agreement without providing prior notice to the State
of California. If Fred Meyer fails to divest the required stores by the two
dates set forth in the Settlement Agreement, Fred Meyer has agreed not to object
to the appointment of a trustee to effect the required sales. The Settlement
Agreement also requires Fred Meyer to pay the reasonable fees and costs of the
attorneys and experts of the State of California associated with its review.
Management does not believe that such divestitures will materially adversely
affect Fred Meyer's business strategy, financial condition or results of
operations. Notification filings relating to the Mergers were filed with the
Antitrust Division of the United States Department of Justice and the United
State Federal Trade Commission under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and all applicable waiting periods have
expired.
The Company issued a press release dated February 13, 1998,
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
7(c) Exhibits.
99.1 Press Release dated February 13, 1998.
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FOOD 4 LESS HOLDINGS, INC.
By: /s/ JOHN STANDLEY
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Name: John Standley
Dated: February 17, 1998 Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated February 13, 1998.
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EXHIBIT 99.1
RALPHS, HUGHES AND FRED MEYER REACH
FAVORABLE SETTLEMENT WITH CALIFORNIA ATTORNEY GENERAL
LOS ANGELES, CA -- (February 13, 1998) -- Ralphs Grocery Company, Hughes
Family Markets and Fred Meyer, Inc. said today they have agreed to divest 19
stores in Los Angeles, Orange and Ventura counties at the request of the
California Attorney General. This paves the way for the merger of Southern
California-based Ralphs and Hughes with Portland, Ore.-based Fred Meyer. Upon
receipt of notification of the agreement the Federal Trade Commission declined
further review of the transaction and will allow it to proceed.
"With this agreement we are excited to move forward and expect minimal
impact on our customers and employees, and we are optimistic about our future
business prospects," said George Golleher, Chief Executive Officer of Ralphs.
"We will continue to provide the excellent service and quality that our
customers have come to expect."
Officials from both Ralphs and Hughes said they do not anticipate any
store layoffs as a result of the divestitures. "We will honor all aspects of
our bargaining agreements with labor unions and will make every possible effort
to place our members in surrounding stores," said Golleher. "Also, our upcoming
capital expenditure plans will provide many new job and promotional
opportunities." These plans call for the opening of up to 15 new stores and the
completion of approximately 38 major store remodels during the next 12 months.
This agreement is part of a large transaction in which Fred Meyer is
acquiring both Ralphs Grocery Company and Bellevue, Wash.-based Quality Food
Centers, Inc., the parent of the Hughes Family Markets chain. The proposed
merger of the three prominent western regional supermarket companies will
create the fourth largest supermarket company in the United States with $15
billion in annual sales, more than 800 food stores and 88,000 employees in 14
states. The combined company will have leading market position in seven of the
10 fastest growing states with the #1 or #2 market positions in Los Angeles,
Las Vegas, Salt Lake City, Seattle, Phoenix, Portland and Albuquerque.
Founded in 1873, Ralphs Grocery Company is the oldest, largest and one
of the most successful supermarket companies in Southern California. The
company currently operates 262 full-service conventional Ralphs supermarkets
and 80 price-impact Food 4 Less warehouse stores. it also operates a Northern
California Division consisting of 27 supermarkets under the Cala, Bell and
FoodsCo banners, and a Midwest Division consisting of 36 Falley's and Food 4
Less Stores.
Hughes Family Markets, a division of Quality Food Centers, Inc.,
operates 57 supermarkets in Southern California. The Company was founded in
1957.
