SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 13, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-15023
FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-0798201
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3800 S.E. 22nd Avenue
Portland, Oregon 97202
(Address of principal executive offices) (Zip Code)
(503) 232-8844
(Registrant's telephone number, including area code)
Not applicable.
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports); and (2) has been subject to such filing requirements
for the past 90 days.
Yes XX No _____
-----
Shares of Common Stock Outstanding at August 13, 1994:
26,542,732
2
Part I - Financial Information
FRED MEYER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
August 13, January 29,
1994 1994
--------- ----------
ASSETS
CURRENT ASSETS:
Cash. . . . . . . . . . . . . . . . . . . . . . $ 37,695 $ 34,054
Receivables-net . . . . . . . . . . . . . . . . 17,605 19,406
Inventories . . . . . . . . . . . . . . . . . . 499,103 477,568
Prepaid expenses and other. . . . . . . . . . . 54,301 55,037
Current deferred taxes. . . . . . . . . . . . . 7,828 7,828
---------- ----------
Total current assets . . . . . . . . . . . . 616,532 593,893
---------- ----------
PROPERTY AND EQUIPMENT (NET) . . . . . . . . . . . 819,917 719,338
---------- ----------
OTHER ASSETS . . . . . . . . . . . . . . . . . . . 10,825 11,200
---------- ----------
TOTAL . . . . . . . . . . . . . . . . . $1,447,274 $1,324,431
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and outstanding checks . . . . $ 314,344 $ 294,568
Current portion of long-term debt
and lease obligations. . . . . . . . . . . . 1,749 1,749
Income taxes. . . . . . . . . . . . . . . . . . 12,450 18,660
Accrued expenses and other. . . . . . . . . . . 75,401 73,665
---------- ----------
Total current liabilities. . . . . . . . . . 403,944 388,642
---------- ----------
LONG-TERM DEBT AND MORTGAGES . . . . . . . . . . . 392,381 321,398
---------- ----------
CAPITAL LEASE OBLIGATIONS. . . . . . . . . . . . . 14,842 14,895
---------- ----------
DEFERRED LEASE TRANSACTIONS. . . . . . . . . . . . 46,855 48,254
---------- ----------
DEFERRED INCOME TAXES. . . . . . . . . . . . . . . 18,496 18,496
---------- ----------
OTHER LONG-TERM LIABILITIES. . . . . . . . . . . . 5,182 5,060
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock. . . . . . . . . . . . . . . . . . 268 267
Additional paid-in capital. . . . . . . . . . . 196,106 193,719
Unearned compensation . . . . . . . . . . . . . (206) (527)
Retained earnings . . . . . . . . . . . . . . . 373,302 338,123
Treasury stock. . . . . . . . . . . . . . . . . (3,896) (3,896)
---------- ----------
Total stockholders' equity . . . . . . . . . 565,574 527,686
---------- ----------
TOTAL . . . . . . . . . . . . . . . . . . $1,447,274 $1,324,431
========== ==========
See notes to consolidated financial statements.
/TABLE
3
FRED MEYER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
12 Weeks Ended
-----------------------
August 13, August 14,
1994 1993
--------- ---------
NET SALES. . . . . . . . . . . . . . . . . . . . . $737,284 $674,719
-------- --------
COST OF MERCHANDISE SOLD:
General . . . . . . . . . . . . . . . . . . . . 513,978 466,523
Related party lease . . . . . . . . . . . . . . 1,287 1,287
Interest related to occupancy . . . . . . . . . 286 46
-------- --------
Total cost of merchandise sold. . . . . . . . . 515,551 467,856
-------- --------
GROSS MARGIN . . . . . . . . . . . . . . . . . . . 221,733 206,863
-------- --------
OPERATING AND ADMINISTRATIVE EXPENSES:
General . . . . . . . . . . . . . . . . . . . . 172,013 154,996
Related party leases. . . . . . . . . . . . . . 13,191 13,413
Interest related to occupancy . . . . . . . . . 2,783 2,887
-------- --------
Total operating and administrative expenses . . 187,987 171,296
-------- --------
INCOME FROM OPERATIONS . . . . . . . . . . . . . . 33,746 35,567
INTEREST EXPENSE-NET . . . . . . . . . . . . . . . 2,789 1,709
-------- --------
INCOME BEFORE INCOME TAXES . . . . . . . . . . . . 30,957 33,858
PROVISION FOR INCOME TAXES . . . . . . . . . . . . 11,764 16,896
-------- --------
NET INCOME . . . . . . . . . . . . . . . . . . . . $ 19,193 $ 16,962
======== ========
EARNINGS PER COMMON SHARE. . . . . . . . . . . . . $.67 $.60
==== ====
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING. . . . . . . . . . . . . . . 28,676 28,338
====== ======
See notes to consolidated financial statements.
/TABLE
4
FRED MEYER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
28 Weeks Ended
------------------------
August 13, August 14,
1994 1993
---------- ---------
NET SALES. . . . . . . . . . . . . . . . . . . . $1,669,631 $1,526,778
---------- ----------
COST OF MERCHANDISE SOLD:
General . . . . . . . . . . . . . . . . . . . 1,172,944 1,070,681
Related party lease . . . . . . . . . . . . . 3,004 3,004
Interest related to occupancy . . . . . . . . 515 107
---------- ----------
Total cost of merchandise sold. . . . . . . . 1,176,463 1,073,792
---------- ----------
GROSS MARGIN . . . . . . . . . . . . . . . . . . 493,168 452,986
---------- ----------
OPERATING AND ADMINISTRATIVE EXPENSES:
General . . . . . . . . . . . . . . . . . . . 393,247 355,160
Related party leases. . . . . . . . . . . . . 30,862 31,485
Interest related to occupancy . . . . . . . . 6,457 6,268
---------- ----------
Total operating and administrative expenses . 430,566 392,913
---------- ----------
INCOME FROM OPERATIONS . . . . . . . . . . . . . 62,602 60,073
INTEREST EXPENSE-NET . . . . . . . . . . . . . . 5,861 3,976
---------- ----------
INCOME BEFORE INCOME TAXES . . . . . . . . . . . 56,741 56,097
PROVISION FOR INCOME TAXES . . . . . . . . . . . 21,562 25,124
---------- ----------
NET INCOME BEFORE THE EFFECT OF
AN ACCOUNTING CHANGE. . . . . . . . . . . . . 35,179 30,973
EFFECT OF AN ACCOUNTING CHANGE . . . . . . . . . --- (2,588)
---------- ----------
NET INCOME . . . . . . . . . . . . . . . . . . . $ 35,179 $ 28,385
========== ==========
EARNINGS PER COMMON SHARE:
Net income before the effect
of an accounting change. . . . . . . . . . $1.23 $1.10
Effect of an accounting change. . . . . . . . --- (.09)
----- -----
Net income. . . . . . . . . . . . . . . . . . $1.23 $1.01
===== =====
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING. . . . . . . . . . . . . . 28,704 28,239
====== ======
See notes to consolidated financial statements.
/TABLE
5
FRED MEYER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
28 Weeks Ended
-----------------------
August 13, August 14,
1994 1993
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . $ 35,179 $28,385
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of
property and equipment. . . . . . . . . . 46,337 35,877
Income taxes . . . . . . . . . . . . . . . . (6,210) (9,501)
Inventories. . . . . . . . . . . . . . . . . (21,535) (21,263)
Other current assets . . . . . . . . . . . . 2,500 5,858
Accounts payable . . . . . . . . . . . . . . 26,932 34,963
Other. . . . . . . . . . . . . . . . . . . . 1,389 (5,093)
Effect of an accounting change . . . . . . . --- 2,588
-------- -------
Net cash provided by operating activities . . . 84,592 71,814
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock-net. . . . . . . . . . 2,388 2,519
Outstanding checks. . . . . . . . . . . . . . . (7,156) (9,282)
Decrease (increase) in notes receivable . . . . 122 (1,261)
Long-term financing:
Borrowings . . . . . . . . . . . . . . . . . 70,983 69,657
Repayments . . . . . . . . . . . . . . . . . (53) (37,161)
-------- -------
Net cash provided by financing activities . . . 66,284 24,472
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment. . . . . . . (150,641) (97,050)
Net proceeds from sale of real property . . . . 3,406 2,725
-------- -------
Net cash used for investing activities. . . . . (147,235) (94,325)
-------- -------
NET INCREASE IN CASH FOR THE PERIOD. . . . . . . . 3,641 1,961
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . 34,054 31,884
-------- -------
CASH AT END OF PERIOD. . . . . . . . . . . . . . . $ 37,695 $33,845
======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . $12,898 $ 9,032
Income taxes . . . . . . . . . . . . . . . . 27,500 34,545
See notes to consolidated financial statements.
/TABLE
6
FRED MEYER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Interim Reporting Periods
-------------------------
The Company's interim reporting periods for reports to
stockholders are the 16th, 28th, and 40th weeks of its fiscal
year.
2. Reclassifications
-----------------
Certain prior year balances have been reclassified to conform
to current year presentation.
3. Inventories
-----------
Inventories consist mainly of merchandise held for sale.
Substantially all the inventories are valued at the lower of
last-in, first-out (LIFO) cost or market. Estimated gross
margins have been used for determining the cost of merchandise
sold for those operating departments not taking physical
inventories at the end of the interim periods. In the second
quarter of 1993, to conform with IRS guidelines for LIFO
computations, the Company made a one-time adjustment, which
increased inventories and decreased cost of merchandise sold by
$6,178,000.
4. Income Taxes
------------
Income taxes have been provided for based upon the current
estimate of the Company's annual effective tax rate.
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes," effective
January 31, 1993. This resulted in a one-time reduction in net
income of $2,588,000 in the first quarter of 1993.
5. Stockholders' Equity
--------------------
Changes in stockholders' equity for the twenty-eight weeks ended
August 13, 1994 were:
(In thousands)
--------------
Stockholders' equity, January 29, 1994 $527,686
Stock options exercised 2,388
Amortization of unearned compensation 321
Net income 35,179
--------
Stockholders' equity, August 13, 1994 $565,574
========
6. Earnings Per Common Share
-------------------------
Fully diluted earnings per common share are computed by dividing
net income by the weighted average number of common and common
equivalent shares outstanding. Weighted average shares reflect
the dilutive effect of outstanding stock options (ranging in
exercise price from $3.24 to $41.25 per share) which was
determined by using the "treasury stock" method.
7. Commitments and Contingencies
-----------------------------
The Company and its subsidiaries are parties to various legal
claims, actions, and complaints, certain of which involve
material amounts. Although the Company is unable to predict
with certainty whether or not it will ultimately be successful
in these legal proceedings or, if not, what the impact might be,
management presently believes that disposition of these matters
will not have a material adverse effect on the Company's
consolidated financial position or consolidated results of
operations.
_______________
7
The financial information furnished in this Form 10-Q includes the
adjustments described in footnotes 3 and 4 and all other
adjustments, consisting only of adjustments of a normal recurring
nature, which, in the opinion of management, are necessary for a
fair presentation of the results for the 12 and 28 weeks ended
August 13, 1994 and August 14, 1993.
The consolidated results of operations presented herein are not
necessarily indicative of the results to be expected for the year
due to the seasonality of the Company's business. These
consolidated financial statements should be read in conjunction
with the financial statements and related notes incorporated by
reference in the Company's latest annual report filed on Form 10-K.
FRED MEYER, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company funded its working capital and capital expenditure
needs in 1993 and 1994 through internally generated cash flow,
supplemented by borrowings under committed and uncommitted bank
lines of credit and unrated commercial paper.
In June 1994 the Company completed a new credit facility with
several domestic and foreign banks for committed lines of credit
which provide for borrowings of up to $400,000,000. This agreement
matures on June 30, 1999 and replaces a previous agreement which
provided for borrowings of up to $300,000,000. In addition,
uncommitted lines of credit have been made available to the Company
by three foreign banks for a total of $30,000,000. The bank lines
of credit and unrated commercial paper are used primarily for
seasonal inventory requirements, new store construction and
financing, existing store remodeling, acquisition of land, and
major projects such as MIS development. At August 13, 1994 the
Company had unrated commercial paper outstanding in the amount of
approximately $173,000,000, and a total of approximately
$227,000,000 available for borrowing under its committed credit
facilities.
The average interest rate for commercial paper outstanding at
August 13, 1994 was approximately 4.7 percent. The Company has
entered into interest rate swap agreements to reduce the impact of
changes in interest rates on its commercial paper and other
floating rate debt. At August 13, 1994 the Company had outstanding
three interest rate contracts with commercial banks which
effectively fix the Company's interest rate exposure on an
aggregate $50,000,000 principal amount of commercial paper and bank
line borrowings at rates of between 4.63 percent and 7.60 percent
and mature between November 1996 and November 1998. The Company
also purchased two interest rate contracts ("CAPs") which limit the
maximum interest rate the Company can pay at 5.00 percent on a
notional amount of $25,000,000 of its short-term floating rate
debt, and which expire in November of 1996 and 1998. In the event
of nonperformance by the other parties to the interest rate swap
agreements (which is not anticipated), the Company could be exposed
to prospective increases in interest rates.
In July 1994, the Company borrowed $57,500,000 from major insurance
companies for privately placed notes with maturities of between
five and 13 years, and an average maturity of 9.35 years. Interest
will be paid at fixed rates of between 7.25 percent and 7.98
percent payable on a semi-annual basis.
On October 4, 1993 the Company completed a secondary offering of
its stock whereby an affiliate of Kohlberg, Kravis, Roberts & Co.,
L.P. ("The Selling Shareholder"), sold 3,450,000 of its shares.
The Company received proceeds of $1,638,000 resulting from the
exercise of 505,067 option shares by The Selling Shareholder.
Following the offering, The Selling Shareholder owned approximately
38 percent of the Company's stock.
8
On June 29, 1993 and August 2, 1993, the Company issued an
aggregate of $70,000,000 of five-year floating rate notes to a
group of five banks. At the Company's option, the notes will bear
interest at a spread above LIBOR or certificate of deposit rates.
Proceeds from the floating rate notes were used to reduce
commercial paper borrowings.
The Company believes that a combination of cash flow from
operations, the above-mentioned note issuances, and borrowings
under its expanded credit facilities will permit it to finance its
capital expenditure requirements for 1994, budgeted to be
$265,000,000. Due primarily to the current favorable interest
rates in relation to market rents, the Company believes that it is
presently desirable for it to own its newly constructed facilities.
If the Company determines that it is preferable, it may also fund
its capital expenditure requirements by mortgaging facilities,
entering into sale and leaseback transactions, or by issuing
additional debt or equity.
RESULTS OF OPERATIONS
COMPARISON OF THE 12 WEEKS ENDED AUGUST 13, 1994 WITH THE 12 WEEKS
ENDED AUGUST 14, 1993.
Net sales for the second quarter of 1994 increased $62,565,000 or
9.3 percent over the corresponding quarter in 1993. The 1994
increase in sales, which reflects openings of new stores, sales
growth at existing stores, and inflation, offset by the continued
impact of the economic slowdown in the Seattle area and the very
competitive Alaska market was achieved against sales in the second
quarter of 1993 which benefited from strong sales of garden and
outdoor seasonal merchandise and excellent food sales. Comparable
store sales increased 1.4 percent for the second quarter of 1994.
Food comparable store sales increased 1.2 percent, and nonfood
comparable store sales increased 1.6 percent. The Company's food
operations accounted for 39.5 percent of the overall sales in 1994
and 38.4 percent in 1993.
Gross margin as a percent of net sales was 30.1 percent for the
second quarter of 1994, compared with 30.7 percent for 1993's
second quarter. Gross margin for the second quarter of 1993
reflects a nonrecurring LIFO adjustment of $6,178,000. Without
this adjustment, 1993's gross margin as a percent of sales would
have been 29.7 percent. Gross margins increased in the second
quarter of 1994 due to a lower LIFO charge related to continued
low inflation, stronger nonfood sales in certain higher margin
categories, and lower nonfood markdowns.
Operating and administrative expenses as a percent of net sales
were 25.5 percent for the second quarter of 1994, compared with
25.4 percent for 1993's second quarter. This increase reflects
costs associated with opening two new stores, increased
depreciation expenses, and higher labor costs, offset in part by
lower store occupancy expenses and sales promotion costs as a
percent of sales.
Net interest expense in the second quarter of 1994 was $2,789,000,
an increase of 63.2 percent from the $1,709,000 reported for 1993.
The increase primarily reflects higher borrowings due to an
acceleration in new store construction and remodels and, to a
lesser extent, the impact of higher interest rates.
The effective tax rate for the second quarter of 1994 was 38.0
percent, compared with 49.9 percent in 1993. The second quarter of
1993 reflects the effect of three nonrecurring adjustments.
Net income increased 11.8 percent to $19,193,000 and earnings per
share 9.8 percent to $.67 per share for 1994's second quarter,
before reflecting three nonrecurring adjustments in 1993 and
assuming a 38 percent tax rate for both years. On a reported
basis, net income for the second quarter of 1994 increased 13.2
percent to $19,193,000 from $16,962,000 in 1993, after reflecting
the three nonrecurring adjustments in 1993. Reported earnings per
share were $.67 for 1994's second quarter based on 28,676,000
shares outstanding, compared with $.60 for the prior year's second
quarter based on 28,338,000 shares outstanding.
9
COMPARISON OF THE 28 WEEKS ENDED AUGUST 13, 1994 WITH THE 28 WEEKS
ENDED AUGUST 14, 1993.
Net sales for the first 28 weeks of 1994 increased $142,853,000 or
9.4 percent to $1,669,631,000. This increase reflects openings of
new stores, sales growth at existing stores and inflation, offset
by the continued impact of the economic slowdown in the Seattle
area and the very competitive Alaska market. Comparable store
sales increased 2.6 percent for this 28 week period. Food
comparable store sales increased 1.9 percent, and nonfood
comparable store sales increased 3.0 percent. The Company's food
operations accounted for 39.6 percent of the overall sales for the
first 28 weeks of 1994 compared with 38.7 percent for the first 28
weeks of 1993.
Gross margin as a percent of net sales was 29.5 percent for the
first 28 weeks of 1994 compared with 29.7 percent for 1993. Gross
margins for the first 28 weeks of 1993 reflect a nonrecurring
adjustment of $6,178,000 to the Company's LIFO reserve. Without
this adjustment, gross margin as a percent of net sales for the
first 28 weeks of 1993 would have been 29.3 percent. Gross margins
increased in the first 28 weeks of 1994 due to a lower LIFO charge
related to continued low inflation, stronger nonfood sales in
certain higher margin categories, and lower nonfood markdowns.
Operating and administrative expenses as a percent of net sales
were 25.8 percent for the first 28 weeks of 1994 compared with 25.7
percent for the first 28 weeks of 1993. This increase reflects
costs associated with opening four new stores and higher labor
costs, offset in part by lower store occupancy expenses and sales
promotion costs as a percent of sales.
Net interest expense in the first 28 weeks of 1994 was $5,861,000,
an increase of 47.4 percent from the $3,976,000 for 1993. The
increase primarily reflects higher borrowings due to an
acceleration in new store construction and remodels and, to a
lesser extent, the impact of higher interest rates.
The effective tax rate for the first 28 weeks of 1994 was 38.0
percent compared with 44.8 percent in the comparable 28 weeks of
1993. The effective tax rate for the first 28 weeks of 1993
reflects the effect of three nonrecurring adjustments.
Net income increased 13.7 percent to $35,179,000 and earnings per
share 11.8 percent to $1.23 per share for the first 28 weeks of
1994, before reflecting an accounting change and three nonrecurring
adjustments in 1993 and assuming a 38 percent tax rate for both
years. On a reported basis, net income for the first 28 weeks of
1994 increased 23.9 percent to $35,179,000 from $28,385,000 in
1993, after reflecting the accounting change and three nonrecurring
adjustments that resulted in a reduction in net income of
$2,565,000 and $.09 in earnings per share in 1993. Reported
earnings per share were $1.23 for the first half of 1994 based on
28,704,000 shares outstanding, compared with $1.01 for the prior
year's period based on 28,239,000 shares outstanding.
EFFECT OF LIFO
The Company estimates annual LIFO expense based on estimates of
three factors: inflation rates (calculated by reference to the
Department Stores Inventory Price Index published by the Bureau of
Labor Statistics for softgoods and jewelry, and to internally
generated indices based on Company purchases during the year for
all other departments), expected inventory levels, and expected
markup levels (after reflecting permanent markdowns and cash
discounts). The Company reviewed these year-to-date indices at the
end of the second quarter and adjusted its LIFO reserve on a year-
to-date basis to reflect the Company's overall product mix,
anticipated year-end inventory levels, and the Company's
expectations of the indices for the remainder of the year.
10
PART II. OTHER INFORMATION
Item 4. Submission of matters to a vote of Security Holders.
At the annual meeting of the stockholders of the Company
held on June 28, 1994, action was taken with respect to the
election of directors. As of the record date, May 2,
1994, 26,483,237 shares of common stock were outstanding
and entitled to vote. The voting results are shown below:
Election of
Directors: For Withheld
---------- --------
Saul A. Fox 22,551,556 131,613
A.M. Gleason 22,577,377 105,792
Jerome Kohlberg, Jr. 22,154,500 528,669
Roger S. Meier 22,576,689 106,480
Michael W. Michelson 22,551,126 132,043
Robert G. Miller 22,551,268 131,901
Paul E. Raether 22,155,900 527,269
Item 5. Other Information.
A labor dispute started on August 18 affecting a multi-
employer group of 126 unionized food stores in the greater
Portland area, including 26 Fred Meyer stores. At the
same time, a labor dispute also began at the Company's
Portland area distribution center, plants, and trucking
operations. The Company has kept its distribution system
operating, its store shelves stocked, and all stores open
their regular hours.
The Company is committed to resolving these labor disputes
in a manner that will not have long-term negative impacts
on the Company. It also is committed to taking the
necessary steps to rebuild its business once the strike
ends, recognizing that, when combined with the strike's
impact, there will be a material negative effect on its
third quarter results.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit
-------
4B. Credit Agreement dated as of June 30, 1994 among
Fred Meyer, Inc., various financial institutions
named therein, and Continental Bank, as Agent.
Note Agreement dated as of June 1, 1994 by and
among Fred Meyer, Inc. and the Purchasers named in
Schedule I attached thereto, regarding $57,500,000
Senior Notes is not being filed in reliance upon
item 601 (4) (iii) because the total amount
financed does not exceed 10 percent of the total
assets of the Company and its Subsidiaries on a
consolidated basis. The Company hereby agrees to
furnish a copy of such agreement to the Commission
upon request.
10I. Employment Agreement between Fred Meyer, Inc. and
Robert G. Miller dated as of August 27, 1991,
incorporated by reference to Exhibit 28 to the
Company's Current Report on Form 8-K dated March 6,
1992 (File No. 0-15023). Amendment No. 1 to
Employment Agreement between Fred Meyer Inc. and
Robert G. Miller dated as of August 1, 1994.
11. Computation of Earnings per Common Share.
27. Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K have been filed during the period
for which this report is filed.
11
SIGNATURES
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 thereunto duly authorized.
FRED MEYER, INC.
(Registrant)
Dated: September 2, 1994 KENNETH THRASHER
----------------- -------------------------------
Kenneth Thrasher
Senior Vice President - Finance
Chief Financial Officer
EXHIBIT INDEX
Exhibit Sequential
Number Document Description Page Number
- - ------- -------------------- -----------
4B. Credit Agreement dated as of June 30, 1994
among Fred Meyer, Inc., various financial
institutions named therein, and Continental
Bank, as Agent.
Note Agreement dated as of June 1, 1994 by
and among Fred Meyer, Inc. and the
Purchasers named in Schedule I attached
thereto, regarding $57,500,000 Senior Notes
is not being filed in reliance upon item
601 (4) (iii) because the total amount
financed does not exceed 10 percent of the
total assets of the Company and its
Subsidiaries on a consolidated basis. The
Company hereby agrees to furnish a copy of
such agreement to the Commission upon
request.
10I. Employment Agreement between Fred Meyer,
Inc. and Robert G. Miller dated as of
August 27, 1991, incorporated by reference
to Exhibit 28 to the Company's Current
Report on Form 8-K dated March 6, 1992
(File No. 0-15023). Amendment No. 1 to
Employment Agreement between Fred Meyer
Inc. and Robert G. Miller dated as of
August 1, 1994.
11. Computation of Earnings per Common Share.
27. Financial Data Schedule.