SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 11, 1997
Smith's Food & Drug Centers, Inc.
(Exact Name of Registrant as
Specified in Charter)
Delaware 001-10252 87-0258768
(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation) Number) No.)
1550 South Redwood Road
Salt Lake City, Utah 84104
(Address of Principal
Executive Offices)
(801) 974-1400
(Registrant's telephone
number, including area code)
Item 5. Other Events.
On May 11, 1997, Smith's Food & Drug Centers, Inc., a Delaware corporation
("Smith's") and Fred Meyer, Inc., a Delaware corporation ("Fred Meyer"), entered
into an Agreement and Plan of Reorganization and Merger (the "Merger
Agreement"), which is attached hereto as Exhibit 99.1 and incorporated by
reference herein. Pursuant to the terms of the Merger Agreement, Smith's and
Fred Meyer will form a Delaware holding company ("Holdings"), Holdings will form
two subsidiaries ("Smith's Sub" and "Fred Sub") and, subject to certain
conditions being satisfied or waived, Smith's Sub would merge with and into
Smith's and Fred Sub would merge with and into Fred (the "Smith's Merger" and
the "Fred Merger," and collectively, the "Mergers"). Pursuant to the Mergers,
(i) each outstanding share of Smith's Class A Common Stock, $.01 par value, and
each outstanding share of Smith's Class B Common Stock, $.01 par value, would be
converted into the right to receive 1.05 shares of Holdings Common Stock, $.01
par value ("Holdings Common Stock"), (ii) each outstanding share of Smith's
Series I Preferred Stock, $.01 par value, would be converted into the right to
receive $.33-1/3, and (iii) each outstanding share of Fred Meyer Common Stock
would be converted into the right to receive one share of Holdings Common Stock.
It is anticipated that the Holdings Common Stock would trade on the New York
Stock Exchange. Conditions to the consummation of the Mergers include the
receipt of regulatory approvals and approval by the shareholders of Fred Meyer
and Smith's.
In connection with the Merger Agreement, Smith's and Fred Meyer have
entered into a stock option agreement (the "Option Agreement") pursuant to which
Fred Meyer has granted Smith's an option to acquire under certain circumstances
related to the termination of the Merger Agreement, up to 19.9% of Fred Meyer's
outstanding Common Stock at a price per share equal to $45.00. The option is
exercisable only under certain circumstances and is subject to a limitation on
the total profit that may be realized thereunder. The Option Agreement is
attached hereto as Exhibit 99.2 and is incorporated by reference herein. In the
event the Merger Agreement is terminated under certain circumstances, Fred Meyer
has agreed to reimburse Smith's for its out-of-pocket expenses and to pay
Smith's certain termination fees. Certain shareholders holding over 65% of the
voting power of Smith's outstanding capital stock have entered into agreements
to vote their shares in favor of the Smith's Merger.
On May 12, 1997, Smiths and Fred Meyer issued a joint press release
announcing the execution of the Merger Agreement, which press release is
attached hereto as Exhibit 99.3 and incorporated herein by reference.
The foregoing summaries of the Merger Agreement and related agreements are
qualified in their entirety by reference to the full text of the agreements
which are attached hereto as exhibits.
The information set forth above shall not be deemed to constitute an offer
to sell any security. Any such offer to sell will be made only be means of a
prospectus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
7(c) Exhibits.
99.1 Agreement and Plan of Reorganization and Merger dated as of May
11, 1997.
99.2 Stock Option Agreement dated as of May 11, 1997.
99.3 Press Release dated May 12, 1997.
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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 hereunto duly authorized.
SMITH'S FOOD & DRUG CENTERS, INC.
By: MICHAEL FREI
-----------------------------------------
Name: Michael Frei
Dated: May 13, 1997 Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Sequential
Ex. No. Description Page No.
- ------- ----------- --------
99.1 Agreement and Plan of Reorganization and Merger dated as of
May 11, 1997.
99.2 Stock Option Agreement dated as of May 11, 1997.
99.3 Press Release dated May 12, 1997.