UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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 9, 1998
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FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13339 91-1826443
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
3800 SE 22nd Avenue, Portland, Oregon 97202
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(Address of principal executive offices) (Zip Code)
(503) 232-8844
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(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The audited financial statements of Quality Food Centers, Inc. ("QFC") for
the three previous fiscal years, and the accountants' report related thereto,
set forth in QFC's Annual Report on Form 10-K for the fiscal year ended December
28, 1996, as amended by Forms 10-K/A, and the unaudited financial statements for
the 36 week period ended September 6, 1997 set forth in QFC's Quarterly Report
on Form 10-Q for the quarter ended September 6, 1997, as amended by Forms
10-Q/A, are filed as an exhibit to this Report and are incorporated herein by
reference.
The audited financial statements of Food 4 Less Holdings, Inc. ("Food 4
Less") for the three previous fiscal years, and the accountants' report related
thereto, set forth in Food 4 Less' Annual Report on Form 10-K for the year ended
February 2, 1997, as amended by Form 10-K/A, and the unaudited financial
statements for the period ended October 12, 1997 set forth in Food 4 Less'
Quarterly Report on Form 10-Q for the quarter ended October 12, 1997 are filed
as an exhibit to this Report and are incorporated herein by reference.
Financial statements of Fred Meyer, Inc. (the "Company") reflecting the
acquisition of QFC on a pooling-of-interests basis, and the accountants' report
related thereto, are attached hereto as Exhibit 99.5 and are incorporated herein
by reference.
(b) Pro forma financial information.
The information set forth under the caption "The FM/QFC Merger and FM/Food
4 Less Merger Unaudited Pro Forma Condensed Combined Financial Statements" in
the Joint Proxy and Consent Solicitation Statement/Prospectus contained in the
Company's Registration Statement on Form S-4 (Registration No. 333-44871) (the
"Joint Proxy Statement"), which is filed as Exhibit 99.1 to this Report, is
incorporated herein by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of November 6, 1997, as
amended on January 20, 1998, between the Company and QFC.
Incorporated by reference from Appendix A to the Joint Proxy
Statement.*
2.2 Agreement and Plan of Merger dated as of November 6, 1997, as
amended on January 20, 1998, between the Company and Food 4
Less. Incorporated by reference from Appendix B to the Joint
Proxy Statement.*
2
23.1 Consent of Deloitte & Touche LLP (Seattle office).*
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of Deloitte & Touche LLP (Portland office).*
23.4 Consent of Deloitte & Touche LLP (Portland office).
27 Restated Financial Data Schedule for fiscal years 1997, 1996 and
1995.*
99.1 Joint Proxy Statement. Incorporated by reference from the
Company's Registration Statement on Form S-4 (No. 333-44871).*
99.2 Financial Statements of QFC. Incorporated by reference from
QFC's Annual Report on Form 10-K, as amended by Forms 10-K/A
filed March 31, 1997, May 16, 1997 and July 23, 1997, for the
fiscal year ended December 28, 1996, and from QFC's Quarterly
Report on Form 10-Q, as amended by Form 10-Q/A filed October 28,
1997, for the quarter ended September 6, 1997.*
99.3 Financial Statements of Food 4 Less. Incorporated by reference
from Food 4 Less' Annual Report on Form 10-K, as amended by Form
10- K/A filed December 8, 1997, for the fiscal year ended
February 2, 1997, and from Food 4 Less' Quarterly Report on Form
10-Q for the quarter ended October 12, 1997.*
99.4 Supplemental Financial Statements of the Company reflecting the
acquisition of QFC on a pooling-of-interests basis.*
99.5 Financial Statements of the Company reflecting the acquisition
of QFC on a pooling-of-interests basis.
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* Previously filed.
3
SIGNATURE
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.
Dated: November 5, 1998
FRED MEYER, INC.
By: KENNETH THRASHER
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Kenneth Thrasher
Executive Vice President
4
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
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2.1 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and QFC.
Incorporated by reference from Appendix A to the Joint Proxy
and Consent Solicitation Statement/Prospectus dated January
27, 1998, which is part of the Company's Registration
Statement on Form S-4 (No. 333-44871).*
2.2 Agreement and Plan of Merger dated as of November 6, 1997,
as amended on January 20, 1998, between the Company and Food
4 Less. Incorporated by reference from Appendix B to the
Joint Proxy and Consent Solicitation Statement/Prospectus
dated January 27, 1998, which is part of the Company's
Registration Statement on Form S-4 (No. 333-44871).*
23.1 Consent of Deloitte & Touche LLP (Seattle office).*
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of Deloitte & Touche LLP (Portland office).*
23.4 Consent of Deloitte & Touche LLP (Portland office).
27 Restated Financial Data Schedule for fiscal years 1997, 1996
and 1995.*
99.1 Joint Proxy Statement. Incorporated by reference from the
Company's Registration Statement on Form S-4 (No. 333-
44871).*
99.2 Financial Statements of QFC. Incorporated by reference from
QFC's Annual Report on Form 10-K, as amended by Forms 10-K/A
filed March 31, 1997, May 16, 1997 and July 23, 1997, for
the fiscal year ended December 28, 1996, and from QFC's
Quarterly Report on Form 10-Q, as amended by Form 10-Q/A
filed October 28, 1997, for the quarter ended September 6,
1997.*
99.3 Financial Statements of Food 4 Less. Incorporated by
reference from Food 4 Less' Annual Report on Form 10-K, as
amended by Form 10-K/A filed December 8, 1997, for the
fiscal year ended February 2, 1997, and from Food 4 Less'
Quarterly Report on Form 10-Q for the quarter ended October
12, 1997.*
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
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99.4 Supplemental Financial Statements of the Company reflecting
the acquisition of QFC on a pooling-of-interests basis.
99.5 Financial Statements of the Company reflecting the acquisition of QFC
on a pooling-of-interests basis.
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* Previously filed.