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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fred Meyer, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
592907109
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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.
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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CUSIP NO. 592907109 SCHEDULE 13G PAGE 2 OF 8 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA CORPORATION
94-0932740
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 5,375,312* *SEE NOTE TO EXHIBIT A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
5,375,312* *SEE NOTE TO EXHIBIT A
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,375,312* *SEE NOTE TO EXHIBIT A
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.46%
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(12) TYPE OF REPORTING PERSON
HC
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CUSIP NO. 592907109 SCHEDULE 13G PAGE 3 OF 8 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA INVESTMENT SERVICES, INC.
94-1632699
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 5,375,312
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
5,375,312
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,375,312
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.46%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IA
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Item 1(a). Name of Issuer.
Fred Meyer, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
3800 S.E. 22nd Avenue, Portland, OR 97202.
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Corporation
("Transamerica") and Transamerica Investment Services, Inc. ("TIS")
(collectively, the "Companies").
Item 2(b). Address of Principal Business Office or, if none, Residence.
The address of Transamerica is 600 Montgomery Street, San
Francisco, CA 94111. The address of TIS is 1150 South Olive Street, Los Angeles,
CA 90015.
Item 2(c). Citizenship.
Transamerica and TIS are Delaware corporations.
Item 2(d). Title of Class of Securities.
Common Stock ("Common Stock").
Item 2(e). CUSIP Number.
592907109.
Item 3. Type of Reporting Person.
Both Transamerica and TIS are filing this statement pursuant
to Rule 13d-1(c) and Rule 13d-2(b). TIS is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of the
cover pages to this statement, which items are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class. [X]
Transamerica may be deemed to be the beneficial owner of
5,375,312 shares of Common Stock, of which 924,000 shares are owned directly
by Transamerica. The remaining 4,451,312 shares, including 1,380,755 shares
owned for the benefit of non-affiliate investment advisory clients of TIS, are
beneficially owned by direct and indirect subsidiaries of Transamerica.*
TIS is deemed to be the beneficial owner of 5,375,312 shares
of Common Stock pursuant to separate arrangements whereby TIS acts as investment
adviser to certain individuals and entities, including Transamerica Occidental
Life Insurance Company ("Occidental") and Transamerica Life Insurance and
Annuity Company ("TALIAC"), both of which are insurance companies as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934 and are subsidiaries of
Transamerica. Occidental and TALIAC directly own 1,157,300 and 1,909,066 shares
of Common Stock, respectively. Each of the individuals and entities for which
TIS acts as investment adviser has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities
purchased or held pursuant to such arrangements.
To the knowledge of the Companies, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock.
*See Note to Exhibit A.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Not applicable.
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Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Transamerica, which is a parent holding company under Rule
13d-1(b)(1)(ii)(G), is filing this Statement pursuant to Rule 13d-1(c) and Rule
13d-2(b) and not pursuant to Rule 13d-1(d). The identity and Item 3
classification of its relevant subsidiaries are set forth on Exhibit A attached
hereto and incorporated herein by reference.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
February 12, 1999
TRANSAMERICA CORPORATION
By /s/ RICHARD N. LATZER
-------------------------------------------
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
TRANSAMERICA INVESTMENT SERVICES, INC.
By /s/ RICHARD N. LATZER
-------------------------------------------
Richard N. Latzer
President and Chief Executive Officer
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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the undersigned, Transamerica Corporation, a Delaware corporation, and
Transamerica Investment Services, Inc., a Delaware corporation, and each of
them, hereby agree that the statement on Schedule 13G dated February 12, 1999,
and any amendments thereto, are filed on behalf of each of them.
February 12, 1999
TRANSAMERICA CORPORATION
By /s/ RICHARD N. LATZER
-------------------------------------------
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
TRANSAMERICA INVESTMENT SERVICES, INC.
By /s/ RICHARD N. LATZER
-------------------------------------------
Richard N. Latzer
President and Chief Executive Officer
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Exhibit A
Each of Occidental and TALIAC is an insurance company as
defined in Section 3(a)(19) of the Securities Exchange Act of 1934. TIS is an
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940. Each of the above entities is a direct or indirect wholly owned
subsidiary of Transamerica.
Note: Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or voting of the
shares of the Common Stock beneficially owned by such subsidiaries, resides in
respective officers and directors of the subsidiaries and is not directed by
Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13G
by Transamerica is not intended as, and should not be deemed, an acknowledgment
of beneficial ownership or shared voting or dispositive power by it of the
shares of the Common Stock beneficially owned by its subsidiaries, and such
beneficial ownership or attribution of shared voting or dispositive power is
expressly disclaimed.
