As filed with the Securities and Exchange Commission on March 25, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): March 22, 1994
SMITH'S FOOD & DRUG CENTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
33-51097
(Commission file number)
Delaware 87-0258768
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1550 South Redwood Road
Salt Lake City, Utah 84104
(801) 974-1400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Item 7. Financial Statements and Exhibits.
The following documents are being filed in connection with, and
incorporated by reference into, Smith's Food and Drug Centers, Inc.'s
Registration Statement on Form S-3 (File No. 33-51097) as declared
effective by the Securities and Exchange Commission on February 3, 1994,
relating to Pass Through Certificates.
Exhibit Description
Exhibit 4.3.1 Form of Pass Through Trust Supplement Series A relating
to Pass Through Certificates, Series 1994-A.
Exhibit 4.3.2 Participation Agreement dated as of December 21, 1993
among Smith's Food & Drug Centers, Inc. (the "Lessee"),
PMCC Leasing Corporation (the "Owner Participant"),
Philip Morris Capital Corporation (the "Owner Participant
Parent"), State Street Bank and Trust Company of
California, N.A., not in its individual capacity but as
Owner Trustee (the "Owner Trustee"), Wilmington Trust
Company, not in its individual capacity but solely as
Indenture Trustee (the "Indenture Trustee"), California -
Relco Limited Partnership Trust (the "Remainderman"),
California - Relco Limited Partnership (the "Remainderman
Participant"), Wilmington Trust Company, not in its
individual capacity but solely as Remainderman Trustee
(the "Remainderman Trustee"), Bank of America, National
Trust and Savings Association (the "Initial Noteholder")
and Wilmington Trust Company, not in its individual
capacity but solely as Pass Through Trustee (the "Pass
Through Trustee"), as proposed to be amended.
Exhibit 4.3.3 Form of Lease Agreement between the Lessee, as lessee,
and the Owner Trustee, as lessor.
Exhibit 4.3.4 Trust Indenture and Security Agreement dated as of
December 21, 1993 between the Owner Trustee and the
Indenture Trustee.
Exhibit 4.3.5 Form of Second Supplemental Indenture between the Owner
Trustee and the Indenture Trustee.
Exhibit 4.3.6 Form of Note.
Exhibit 4.3.7 Form of Improvements Deed between the Lessee, as seller,
and the Owner Trustee, as buyer, relating to
Improvements.
Exhibit 4.3.8 Form of Estate of Years Deed between the Lessee, as
seller, and the Owner Trustee, as buyer, relating to
Estate for Years.
Exhibit 4.3.9 Form of Remainderman Interest Deed between the Lessee, as
seller, and the Remainderman, as buyer, relating to the
Remainderman Interest.
Exhibit 4.3.10 Option Agreement dated as of December 21, 1993 by and
between the Remainderman and the Owner Trustee.
Exhibit 4.3.11 Tripartite Agreement dated as of December 21, 1993 by and
among the Lessee, the Owner Trustee and the Remainderman.
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges.
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.
SMITH'S FOOD & DRUG CENTERS, INC.
March 25, 1994 By: /s/Jeffrey P. Smith
Jeffrey P. Smith
Chairman of the Board of Directors
and Chief Executive Officer
Exhibit Index
Exhibit Description
Exhibit 4.3.1 Form of Pass Through Trust Supplement Series A relating
to Pass Through Certificates, Series 1994-A.
Exhibit 4.3.2 Participation Agreement dated as of December 21, 1993
among Smith's Food & Drug Centers, Inc. (the "Lessee"),
PMCC Leasing Corporation (the "Owner Participant"),
Philip Morris Capital Corporation (the "Owner Participant
Parent"), State Street Bank and Trust Company of
California, N.A., not in its individual capacity but as
Owner Trustee (the "Owner Trustee"), Wilmington Trust
Company, not in its individual capacity but solely as
Indenture Trustee (the "Indenture Trustee"), California -
Relco Limited Partnership Trust (the "Remainderman"),
California - Relco Limited Partnership (the "Remainderman
Participant"), Wilmington Trust Company, not in its
individual capacity but solely as Remainderman Trustee
(the "Remainderman Trustee"), Bank of America, National
Trust and Savings Association (the "Initial Noteholder")
and Wilmington Trust Company, not in its individual
capacity but solely as Pass Through Trustee (the "Pass
Through Trustee"), as proposed to be amended.
Exhibit 4.3.3 Form of Lease Agreement between the Lessee, as lessee,
and the Owner Trustee, as lessor.
Exhibit 4.3.4 Trust Indenture and Security Agreement dated as of
December 21, 1993 between the Owner Trustee and the
Indenture Trustee.
Exhibit 4.3.5 Form of Second Supplemental Indenture between the Owner
Trustee and the Indenture Trustee.
Exhibit 4.3.6 Form of Note.
Exhibit 4.3.7 Form of Improvements Deed between the Lessee, as seller,
and the Owner Trustee, as buyer, relating to
Improvements.
Exhibit 4.3.8 Form of Estate of Years Deed between the Lessee, as
seller, and the Owner Trustee, as buyer, relating to
Estate for Years.
Exhibit 4.3.9 Form of Remainderman Interest Deed between the Lessee, as
seller, and the Remainderman, as buyer, relating to the
Remainderman Interest.
Exhibit 4.3.10 Option Agreement dated as of December 21, 1993 by and
between the Remainderman and the Owner Trustee.
Exhibit 4.3.11 Tripartite Agreement dated as of December 21, 1993 by and
among the Lessee, the Owner Trustee and the Remainderman.
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges.