UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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)
May 20, 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. [x] (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 7 Sole Voting Power 467,900
SHARES
BENEFICIALLY
OWNED BY EACH 8 Shared Voting Power 1,513,434*
REPORTING
PERSON WITH * See Note to Item 5
9 Sole Dispositive Power 467,900
10 Shared Dispositive Power 1,513,434*
* See Note to Item 5
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,513,434*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 14.68%
14 Type of Reporting Person HC
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Item 1. Security and Issuer
This Statement relates to shares of the Class B
Common Stock, $0.01 par value ("Class B Common Stock") of
Smith s Food & Drug Centers, Inc. (the "Issuer"). The
principal executive office and mailing address of the Issuer
is 1550 South Redwood Road, Salt Lake City, Utah 84104.
Item 2. Identity and Background
This Statement is filed by Transamerica Corporation
("Transamerica"), a Delaware corporation. Its address is 600
Montgomery Street, San Francisco, California 94111. See
Annex A for the identities of and certain information
relating to Transamerica's directors and executive officers.
Neither Transamerica nor any of its directors or
executive officers has, during the past five years, been
convicted of any criminal proceeding (other than a traffic
citation or similar, minor infraction), nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws. Each of the persons
named in Annex A is a citizen of the United States of
America, except Richard H. Finn, who is a citizen of Great
Britain.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for purchases of Class B Common
Stock reported as beneficially owned in Item 5 of this
Statement was the working capital of Transamerica and its
subsidiaries. The shares owned for the benefit of investment
advisory clients of one of Transamerica's subsidiaries were
purchased with cash assets of such clients.
Item 4. Purpose of Transaction
The shares of Class B Common Stock beneficially
owned by Transamerica and its subsidiaries were acquired in
the ordinary course of business for investment purposes and
were not acquired for the purpose (and do not have the
effect) of changing or influencing the control of the Issuer,
and were not acquired in connection with any transaction
having such purposes or effects. Depending on market
conditions and other factors, Transamerica or its
subsidiaries may purchase additional shares of Class B Common
Stock in the open market or in private transactions.
Alternatively, depending on market conditions and other
factors, Transamerica and its subsidiaries may, at some
future time, sell all or some of their shares of Class B
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Common Stock.
Neither Transamerica nor any of its directors or
officers has plans or proposals that relate to or would
result in any of the actions set forth in clauses (a) through
(j) of Item 4.
Item 5. Interest in Securities of the Issuer
(a), (b), (c) and (d) As of August 5, 1996,
Transamerica directly owned, and had sole voting and
dispositive power with respect to, 467,900 shares of Class B
Common Stock. According to information supplied by the
Issuer, the number of shares of Class B Common Stock
outstanding as of June 20, 1996 was 10,312,630. Based on such
information, the 467,900 shares of Class B Common Stock
directly owned by Transamerica represent approximately 4.54%
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.
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 1,045,534
shares (including 998,201 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 10.14% 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
acknowledgment 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.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
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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.
August 6, 1996
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
_________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
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ANNEX A
Directors
Name Business Address Principal
Occupation
Frank C. 600 Montgomery Street Chairman,
Herringer San Francisco, CA President and
94111 Chief Executive
Officer,
Transamerica
Corporation
Samuel L. Ginn 1 California Street Chairman and Chief
San Francisco, CA Executive Officer,
94111 AirTouch
Communications,
Inc.
Gordon E. Moore 2200 Mission College Chairman, Intel
Blvd. Corporation
Santa Clara, CA 95052
Robert W. 375 Park Avenue Vice Chairman and
Matschullat New York, NY 10152 Chief Financial
Officer, The
Seagram Company
Ltd.
Toni Rembe 225 Bush Street Partner, Pillsbury
San Francisco, CA Madison & Sutro
94104
Condoleeza Rice Stanford, CA 94305 Provost, Stanford
University
Charles R. 101 Montgomery Street Chairman and Chief
Schwab San Francisco, CA Executive Officer,
94104 The Charles Schwab
Corporation
Forrest N. 600 Montgomery Street Retired Vice
Shumway San Francisco, CA Chairman, Allied-
94111 Signal Inc.
Peter V. 500 Newport Center Managing Director,
Ueberroth Drive, Suite 900 The Contrarian
Newport Beach, CA Group, Inc.
92660
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ANNEX A (cont'd.)
Executive Officers
Name Business Address Title
Frank C. Transamerica Chairman,
Herringer Corporation President and
600 Montgomery Street Chief Executive
San Francisco, CA 94111 Officer
Thomas J. Transamerica Executive Vice
Cusack Corporation President
600 Montgomery Street
San Francisco, CA 94111
Richard H. Finn Transamerica Executive Vice
Corporation President
600 Montgomery Street
San Francisco, CA 94111
Edgar H. Grubb Transamerica Executive Vice
Corporation President and
600 Montgomery Street Chief Financial
San Francisco, CA 94111 Officer
Robert A. Transamerica Executive Vice
Watson Corporation President
600 Montgomery Street
San Francisco, CA 94111
Shirley H. Transamerica Senior Vice
Buccieri Corporation President,
600 Montgomery Street General Counsel
San Francisco, CA 94111 and Secretary
Richard N. Transamerica Senior Vice
Latzer Corporation President and
600 Montgomery Street Chief Investment
San Francisco, CA 94111 Officer
Burton E. Transamerica Vice President
Broome Corporation and Controller
600 Montgomery Street
San Francisco, CA 94111
Richard H. Transamerica Vice President-
Fearon Corporation Corporate
600 Montgomery Street Development
San Francisco, CA 94111
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ANNEX B
Transactions in Class B Common Stock
Transamerica has acquired 467,900 shares of Class B Common
Stock in open market transactions since May 13, 1996 at the
prices and in the amounts shown below. In addition to the
purchases shown below, Transamerica tendered 183,330 shares
of Class B Common Stock to the Issuer on May 23, 1996 in
response to the Issuer's offer to purchase 50% of the
outstanding shares of Class B Common Stock dated April 25,
1996.
Price Per Share ($)
Date No. of Shares (excluding commissions)
May 13 27,000 27.4327
May 13 7,000 27.4327
May 13 12,000 27.4327
May 14 22,000 27.3987
May 14 10,000 27.3987
May 14 4,800 27.3987
May 14 15,000 27.4196
May 14 7,000 27.4196
May 14 2,000 27.4196
May 15 11,000 27.3660
May 15 6,000 27.3660
May 15 1,200 27.3660
May 16 40,000 27.9208
May 17 86,000 27.5937
May 20 50,000 28.125
May 22 55,000 28.0901
May 24 27,000 23.1411
May 24 27,000 23.1411
May 28 19,000 23.7090
May 28 9,000 23.7090
May 29 10,000 23.6607
May 30 5,000 23.50
May 31 5,000 23.375
June 4 15,000 22.1408
June 5 38,000 22.9396
June 5 38,000 22.9396
June 6 2,500 23.0096
June 6 2,500 23.0096
June 7 20,000 22.7625
June 7 20,000 22.7625
June 10 1,725 22.8969
June 10 4,847 22.8969
June 11 7,758 23.00
July 24 5,000 26.1915
July 25 5,000 26.7817
July 26 4,000 27.7927
July 29 11,000 28.25
July 30 17,900 27.3636
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