SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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 6, 1996
Smith's Food & Drug Centers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-10252 87-0258768
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1550 South Redwood Road 84104
Salt Lake City, UT (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code (801) 974-1400
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Item 5. Other Events
Smith's Food & Drug Centers, Inc. (the "Company") has previously entered
into a definitive Recapitalization Agreement and Plan of Merger, dated as of
January 29, 1996 (the "Recapitalization Agreement"), with Cactus Acquisition,
Inc., a wholly owned subsidiary of the Company ("Acquisition"), Smitty's
Supermarkets, Inc. ("Smitty's") and The Yucaipa Companies ("Yucaipa"). In the
Recapitalization Agreement, the Company has agreed to (i) commence a self tender
offer (the "Offer") to purchase 50% of the Company's outstanding common stock
for $36.00 in cash per share and (ii) consummate the merger of Smitty's with
Acquisition pursuant to which Smitty's will become a wholly owned subsidiary of
the Company and stockholders of Smitty's will receive 3,038,888 shares of the
Company's Class B Common Stock (the "Merger"). On April 25, 1996, the Company
commenced the Offer and, on or about such date, the Company also mailed to the
Company's stockholders its Offer to Purchase, together with the related Letter
of Transmittal and other Offer materials, and its definitive Proxy Statement for
the solicitation of proxies at the Company's Annual Meeting of Stockholders
scheduled for May 23, 1996 (the "Stockholders' Meeting"). It is anticipated that
the Offer, the Merger and the other transactions contemplated by the
Recapitalization Agreement (collectively, the "Transactions") will close
promptly following the Stockholders' Meeting.
The Company has recently filed an amendment to its registration statement
on Form S-3 (File No. 333-01601) (the "Registration Statement") pursuant to
which the Company has amended the contemplated capital structure of the Company
for financing a portion of the Transactions. The Company had originally intended
to issue a series of $150 million of senior notes, a series of $350 million of
senior subordinated notes and a series of $75 million of cumulative redeemable
exchangeable preferred stock to raise a portion of the financing of the
Transactions. As amended, the Registration Statement currently provides for the
issuance of a single series of senior subordinated notes due 2007 (the "Notes")
in an aggregate principal amount of $575 million, rather than the issuance of
three separate series of securities of the Company. The Company believes that
the simpler capital structure will enable the Company to manage more efficiently
its current and future sources of liquidity and capital resources.
As a result of the Company's amendment of its contemplated capital
structure, the Company has amended the Unaudited Pro Forma Financial Data
contained in the Registration Statement, which give effect to the Transactions
as well as the sale, lease and closure of the Company's Southern California
operations and the disposition of the Company's closed stores and excess land in
California. The amendments to the Company's Unaudited Pro Forma Financial Data
reflect, among other things, (i) an increase in the Company's interest expense
to $141.7 million from $132.3 million, (ii) an increase in income (loss)
applicable to common shares to $3.8 million (or $.24 per common share) from
negative $.4 million (or negative $.03 per common share),
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(iii) an increase in total long-term debt to $1,431.8 million from $1,356.8
million and (iv) an increase in the Company's ratio of earnings to fixed charges
and preferred stock dividends to 1.06x from 1.01x, in each case, as applicable,
for the 52 week period ended or as of December 30, 1995.
The Company has filed with this report the amended Unaudited Pro Forma
Financial Data which the Company included in its amendment of the Registration
Statement and such amended Unaudited Pro Forma Financial Data are incorporated
herein by reference. The information set forth above shall not be deemed to
constitute either an offer to sell, or the offer to purchase, any security. Any
such offer to sell or offer to purchase will be made only by means of a
prospectus or an offer to purchase.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of the business acquired.
Not applicable.
(b) Pro forma financial information.
The Unaudited Pro Forma Financial Data filed as Exhibit 99.1 herewith
is incorporated herein by reference. Such Unaudited Pro Forma
Financial Data has been filed with the Securities and Exchange
Commission as part of an amendment to the Company's Registration
Statement for the Notes. Capitalized terms included in the Unaudited
Pro Forma Financial Data, and the related notes thereto, shall have
the meanings given to them in the Registration Statement, as the
context requires.
(c) Exhibits.
99.1 The Company's Unaudited Pro Forma Financial Data
SIGNATURE
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.
May 7, 1996 By: /s/ Michael C. Frei
-------------------------
Name: Michael C. Frei
Title: Senior Vice President and
General Counsel