UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SMITH'S FOOD & DRUG CENTERS, INC.
(Name of Issuer)
Class B Common Stock, $0.01 par value
(Title of Class of Securities)
83238810
(CUSIP Number)
Austin D. Kim, Esq.
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
(415) 983-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 13, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this
statement. [ ] (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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.
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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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1 Name of Reporting Person TRANSAMERICA CORPORATION
IRS Identification No. of Above Person 94-0932740
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Delaware
NUMBER OF SHARES 7 Sole Voting Power 520,000
BENEFICIALLY
OWNED BY EACH
REPORTING 8 Shared Voting Power 2,324,534*
PERSON WITH * See Note to Item 5
9 Sole Dispositive Power 520,000
Shared Dispositive Power 2,324,534*
10 * See Note to Item 5
11 Aggregate Amount Beneficially Owned by
Each Reporting Person 2,324,534*
* See Note to Item 5
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 21.76%
14 Type of Reporting Person HC
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Transamerica Corporation hereby amends, as set forth below, its
Statement on Schedule 13D filed on August 7, 1996 and amended on
October 24, 1996 (the "Statement") relating to the Class B Common
Stock of Smith's Food & Drug Centers, Inc. Capitalized terms
used herein that are not otherwise defined shall have the
meanings given to them in the Statement.
Item 5. Interest in Securities of the Issuer
The response to Item 5 is amended and restated in its
entirety as follows:
(a), (b), (c) and (d) As of December 13, 1996,
Transamerica directly owned, and had sole voting and dispositive
power with respect to, 520,000 shares of Class B Common Stock.
According to the Issuer's Form 10-Q filed on November 13, 1996,
the number of shares of Class B Common Stock outstanding as of
October 26, 1996 was 10,684,087. Based on such information, the
520,000 shares of Class B Common Stock directly owned by
Transamerica represent approximately 4.87% of the class. See
Annex B with respect to transactions by Transamerica in Class B
Common Stock, all of which were effected through broker-dealers.
None of Transamerica's directors or executive officers
beneficially owns any shares of Class B Common Stock.
In addition, certain subsidiaries of Transamerica that
are eligible to file Schedule 13G pursuant to Rule 13d-1 may be
deemed to beneficially own an additional 1,804,534 shares
(including 1,757,201 shares owned for the benefit of investment
advisory clients of one of Transamerica s subsidiaries) of
Class B Common Stock. Such shares represent an additional 16.89%
of the class.
Note: Management of the affairs of Transamerica's
subsidiaries, including decisions respecting dispositions and/or
voting of the shares of the Class B Common Stock beneficially
owned by such subsidiaries, resides in the respective officers
and directors of the subsidiaries and is not directed by
Transamerica or other subsidiaries. Accordingly, the filing of
this Schedule 13D by Transamerica is not intended as, and should
not be deemed as, an acknowledgement of beneficial ownership or
shared voting or dispositive power by Transamerica of the shares
of the Class B Common Stock beneficially owned by its
subsidiaries, and such beneficial ownership or attribution or
shared voting or dispositive power is expressly disclaimed.
(e) Not applicable.
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Signature
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
December 13, 1996
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
___________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
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ANNEX B
Transactions in Class B Common Stock
Transamerica has acquired 7,000 shares of Class B Common Stock in
open market transactions since October 22, 1996 at the prices and
in the amounts shown below.
Average Price Per Share
Date No. of Shares ($) (excluding commissions)
November 22 7,000 28.8712
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