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): October 18, 1998
FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13339 91-1826443
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
3800 SE 22nd Avenue
Portland, Oregon 97202
(Address of principal executive offices)
(503) 232-8844
(Registrant's telephone number,
including area code)
Item 5. Other Events.
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On October 18, 1998, The Kroger Co., an Ohio corporation ("Kroger"),
Jobsite Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of
Kroger ("Jobsite Holdings"), and Fred Meyer, Inc., a Delaware corporation ("Fred
Meyer"), entered into an Agreement and Plan of Merger (the "Merger Agreement"),
a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference
herein. Pursuant to the terms of the Merger Agreement, Jobsite Holdings would
merge with and into Fred Meyer (the "Merger"), subject to certain conditions
being satisfied or waived. Pursuant to the Merger Agreement, each outstanding
share of common stock, $.01 par value per share, of Fred Meyer ("Fred Meyer
Common Stock"), would be converted into the right to receive one share of common
stock, $1.00 par value per share, of Kroger ("Kroger Common Stock"). Holders of
shares of Fred Meyer Common Stock will also have the right to receive together
with each share of Kroger Common Stock issued at the effective time of the
Merger, one associated right in accordance with the Rights Agreement, dated as
of April 4, 1997, between Kroger and the Bank of New York, as Rights Agent.
Conditions to the consummation of the Merger include the receipt of regulatory
approvals and approval by the stockholders of Fred Meyer and Kroger.
In connection with the Merger Agreement, Kroger and Fred Meyer have entered
into stock option agreements (the "Option Agreements") pursuant to which (i)
Fred Meyer has granted Kroger an option to acquire up to 19.9% of outstanding
Fred Meyer Common Stock at a price per share equal to $44.125, and (ii) Kroger
has granted Fred Meyer an option to acquire up to 19.9% of outstanding Kroger
Common Stock at a price per share equal to $50.000. The options are exercisable
only in certain circumstances related to the termination of the Merger Agreement
and are subject to a limitation on the total profit that may be realized
thereunder. The Option Agreements are attached as Exhibits 99.2 and 99.3 and are
incorporated by reference herein. Certain stockholders of Fred Meyer holding
approximately 9.5% of the outstanding shares of Fred Meyer have entered into
agreements to vote their Fred Meyer shares in favor of the Merger.
On October 19, 1998, Kroger and Fred Meyer issued a joint press release
announcing the execution of the Merger Agreement, which press release is
attached hereto as Exhibit 99.4 and incorporated herein by reference.
The foregoing summary of the Merger Agreement is qualified in its entirety
by reference to the full agreement which is attached hereto as an exhibit.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
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99.1 Agreement and Plan of Merger dated as of October 18, 1998 by and
among The Kroger Co., Jobsite Holdings, Inc. and Fred Meyer, Inc.
99.2 Stock Option Agreement dated as of October 18, 1998 between
The Kroger Co. and Fred Meyer, Inc.
99.3 Stock Option Agreement dated as of October 18, 1998 between
Fred Meyer, Inc. and The Kroger Co.
99.4 Press Release of Fred Meyer, Inc., dated as of October 19, 1998
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Signatures
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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: October 20, 1998 FRED MEYER, INC.
By JOHN T. STANDLEY
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John T. Standley
Senior Vice President and Chief
Financial Officer
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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 October 18,
1998 by and among The Kroger Co., Jobsite Holdings,
Inc. and Fred Meyer, Inc.
99.2 Stock Option Agreement dated as of October 18, 1998
between The Kroger Co. and Fred Meyer, Inc.
99.3 Stock Option Agreement dated as of October 18, 1998
between Fred Meyer, Inc. and The Kroger Co.
99.4 Press Release of Fred Meyer, Inc., dated as of
October 19, 1998