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): November 6, 1997
FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13339 91-1826443
(State of other jurisdiction (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3800 SE 22nd Avenue
Portland, Oregon
(Address of principal executive offices)
(503) 232-8844
(Registrant's telephone number,
including area code)
Item 5. Other Events.
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On November 6, 1997, Quality Food Centers, Inc., a Washington
corporation ("QFC"), Fred Meyer, Inc., a Delaware corporation ("Fred Meyer"),
and Q-Acquisition Corp., a Washington corporation and wholly-owned subsidiary of
Fred Meyer ("Q-Acquisition"), entered into an Agreement and Plan of Merger (the
"QFC Merger Agreement"), a copy of which is attached hereto as Exhibit 99.1 and
incorporated by reference herein. Pursuant to the terms of the QFC Merger
Agreement, Q-Acquisition would merge with and into QFC (the "QFC Merger"),
subject to certain conditions being satisfied or waived. Pursuant to the QFC
Merger Agreement, each outstanding share of QFC Common Stock, $.001 par value,
would be converted into the right to receive the greater of either (i) 1.9
shares of Fred Meyer common stock, $.01 par value ("Fred Meyer Common Stock"),
or (ii) the lesser of (A) 2.3 shares of Fred Meyer Common Stock or (B) a number
of shares equal to $55 divided by the average closing price of the Fred Meyer
Common Stock on the New York Stock Exchange for 15 out of the 35 trading days
ending on the second trading day preceding the effective date of the QFC Merger,
subject to certain adjustments if any divestitures are required under the
antitrust laws. Conditions to the consummation of the QFC Merger include the
receipt of regulatory approvals and approval by the shareholders of Fred Meyer
and QFC. Certain shareholders of QFC holding approximately 26.1% of the
outstanding shares of QFC have entered into agreements to vote their QFC shares
in favor of the QFC Merger and certain shareholders of Fred Meyer holding
approximately 10.5% of the outstanding shares of Fred Meyer have entered into
agreements to vote their Fred Meyer shares in favor of the QFC Merger.
On November 6, 1997, Food 4 Less Holdings, Inc., a Delaware
corporation ("FFL"), Fred Meyer and FFL Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Fred Meyer ("FFL Acquisition"),
entered into an Agreement and Plan of Merger (the "FFL Merger Agreement"), a
copy of which is attached hereto as Exhibit 99.2 and incorporated by reference
herein. Pursuant to the terms of the FFL Merger Agreement, FFL Acquisition would
merge with and into FFL (the "FFL Merger"), subject to certain conditions being
satisfied or waived. Pursuant to the FFL Merger Agreement, holders of shares,
options and warrants of FFL would receive an aggregate of the greater of (i)
22.5 million shares of Fred Meyer Common Stock or (ii) the lesser of (A) the
number of shares of Fred Meyer Common Stock equal to $600 million divided by the
average closing price of the Fred Meyer Common Stock on the New York Stock
Exchange for 15 out of the 35 trading days ending on the second trading day
preceding the effective date of the FFL Merger or (B) 24 million shares of Fred
Meyer Common Stock, subject to certain adjustments if any divestitures are
required under the antitrust laws. Conditions to the consummation of the FFL
Merger include the receipt of regulatory approvals and approval by the
stockholders of Fred Meyer and FFL. Certain shareholders of FFL holding
approximately 64.3% of the total voting power of FFL have entered into
agreements to vote their FFL shares in favor of the FFL Merger.
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On November 7, 1997, QFC, FFL and Fred Meyer issued a joint press
release announcing the execution of the Merger Agreements, which press release
is attached hereto as Exhibit 99.3 and incorporated herein by reference.
The foregoing summaries of the Merger Agreements are qualified in their
entirety by reference to the full 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 by means of
a prospectus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
99.1 Agreement and Plan of Merger dated as of November 6, 1997 by
and among Quality Food Centers, Inc., Fred Meyer, Inc. and
Q-Acquisition Corp.
99.2 Agreement and Plan of Merger dated as of November 6, 1997 by
and among Food 4 Less Holdings, Inc., Fred Meyer, Inc. and FFL
Acquisition Corp.
99.3 Press Release of Fred Meyer, Inc., dated as of November 7,
1997.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: November 13, 1997 FRED MEYER, INC.
By THOMAS R. HUGHES
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Thomas R. Hughes
Vice President and Controller
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EXHIBIT INDEX
Sequential
Ex. No. Description Page No.
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99.1 Agreement and Plan of Merger dated as of November 6, 1997 by and
among Quality Food Centers, Inc., Fred Meyer, Inc. and Q-
Acquisition Corp.
99.2 Agreement and Plan of Merger dated as of November 6, 1997 by and
among Food 4 Less Holdings, Inc., Fred Meyer, Inc. and FFL
Acquisition Corp.
99.3 Press Release of Fred Meyer, Inc., dated as of November 7, 1997