AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1995

REGISTRATION NO. 33-56451
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

ON
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOOD 4 LESS SUPERMARKETS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 5411 95-4222386
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
SUBSIDIARY REGISTRANTS
ALPHA BETA COMPANY CALIFORNIA 95-1456805
BAY AREA WAREHOUSE STORES, INC. CALIFORNIA 93-1087199
BELL MARKETS, INC. CALIFORNIA 94-1569281
CALA CO. DELAWARE 95-4200005
CALA FOODS, INC. CALIFORNIA 94-1342664
FALLEY'S, INC. KANSAS 48-0605992
FOOD 4 LESS OF CALIFORNIA, INC. CALIFORNIA 33-0293011
FOOD 4 LESS GM, INC. CALIFORNIA 95-4390407
FOOD 4 LESS MERCHANDISING, INC. CALIFORNIA 33-0483193
FOOD 4 LESS OF SOUTHERN CALIFORNIA, INC. DELAWARE 33-0483203
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

777 SOUTH HARBOR BOULEVARD
LA HABRA, CALIFORNIA 90631
(714) 738-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
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MARK A. RESNIK, ESQ.
VICE PRESIDENT AND SECRETARY
FOOD 4 LESS SUPERMARKETS, INC.
777 SOUTH HARBOR BOULEVARD
LA HABRA, CALIFORNIA 90631
(714) 738-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:

THOMAS C. SADLER, ESQ. WILLIAM M. HARTNETT, ESQ.
PAMELA B. KELLY, ESQ. CAHILL GORDON & REINDEL
LATHAM & WATKINS 80 PINE STREET
633 WEST FIFTH STREET NEW YORK, NEW YORK 10005
LOS ANGELES, CALIFORNIA 90071 (212) 701-3000
(213) 485-1234

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective
date of this Registration Statement.

If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. /X/
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SECTION 8(A) MAY
DETERMINE.
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2

FOOD 4 LESS SUPERMARKETS, INC.

CROSS-REFERENCE SHEET

PURSUANT TO RULE 404(A) AND ITEM 501(B) OF REGULATION S-K

ITEM NO. FORM S-4 CAPTION PROSPECTUS CAPTION
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1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................... Facing Page; Cross Reference Sheet;
Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ Inside Front Cover Page; Outside Back
Cover Page
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information............ Summary; Risk Factors; Business; Selected
Historical Financial Data of Food 4
Less
4. Terms of the Transaction................. The Exchange Offers and Solicitation;
Certain Federal Income Tax
Considerations; The Proposed
Amendments; Description of the New F4L
Notes; Appendix A; Appendix B
5. Pro Forma Financial Information.......... Unaudited Pro Forma Combined Financial
Statements
6. Material Contracts with the Company Being
Acquired................................. *
7. Additional Information Required for
Reoffering by Person and Parties Deemed
to Be Underwriters....................... *
8. Interests of Named Experts and Counsel... Legal Matters; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. *
10. Information with Respect to S-3
Registrants.............................. *
11. Incorporation of Certain Information by
Reference................................ *
12. Information with Respect to S-2 or S-3
Registrants.............................. *
13. Incorporation of Certain Information by
Reference................................ *
14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants........ Inside Front Cover Page; Summary; Pro
Forma Capitalization; Selected Historical
Financial Data of Food 4 Less;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Business; Consolidated
Financial Statements of Food 4 Less
15. Information with Respect to S-3
Companies................................ *
16. Information with Respect to S-2 or S-3
Companies................................ *
17. Information with Respect to Companies
Other than S-2 or S-3 Companies.......... *
18. Information If Proxies, Consents or
Authorizations Are to Be Solicited....... *
19. Information If Proxies, Consents or
Authorizations Are not to Be Solicited,
or in an Exchange Offer.................. Management; Executive Compensation;
Principal Stockholders; Certain
Relationships and Related Transactions

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* Inapplicable
3

PROSPECTUS AND SOLICITATION STATEMENT

FOOD 4 LESS SUPERMARKETS, INC.
TO BE COMBINED THROUGH MERGER WITH

RALPHS GROCERY COMPANY

OFFERS TO EXCHANGE
UP TO

$175,000,000 OF ITS SENIOR NOTES DUE MARCH 1, 2004

FOR ITS
10.45% SENIOR NOTES DUE APRIL 15, 2000
AND UP TO

$145,000,000 OF ITS 13.75% SENIOR SUBORDINATED NOTES DUE MARCH 1, 2005

FOR ITS
13.75% SENIOR SUBORDINATED NOTES DUE JUNE 15, 2001

AND SOLICITATION OF CONSENTS
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Food 4 Less Supermarkets, Inc. ("Food 4 Less") hereby offers, upon the
terms and subject to the conditions set forth in this Prospectus and
Solicitation Statement and in the accompanying Consent and Letter of Transmittal
(the "Letter of Transmittal"), (i) to holders of its 10.45% Senior Notes due
2000 (the "Old F4L Senior Notes") to exchange (the "F4L Senior Notes Exchange
Offer") such Old F4L Senior Notes for new Senior Notes due 2004 (the "New F4L
Senior Notes"), plus $5.00 in cash for each $1,000 principal amount tendered for
exchange (the "Senior Notes Exchange Payment") and (ii) to holders of its 13.75%
Senior Subordinated Notes due 2001 (the "Old F4L Senior Subordinated Notes," and
together with the Old F4L Senior Notes, the "Old F4L Notes") to exchange (the
"F4L Senior Subordinated Notes Exchange Offer," and together with the F4L Senior
Notes Exchange Offer, the "Exchange Offers") such Old F4L Senior Subordinated
Notes for new 13.75% Senior Subordinated Notes due 2005 (the "New F4L Senior
Subordinated Notes," and together with the New F4L Senior Notes, the "New F4L
Notes") plus $20.00 in cash for each $1,000 principal amount tendered for
exchange (the "Senior Subordinated Notes Exchange Payment," and together with
the Senior Notes Exchange Payment, the "Exchange Payment"), in each case as more
fully described below.

FOR EACH $1,000 THE TENDERING HOLDER
PRINCIPAL AMOUNT OF: WILL RECEIVE
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Old F4L Senior Notes $1,000 principal amount of New F4L Senior Notes and $5.00 in cash,
plus accrued and unpaid interest to the date of exchange.
Old F4L Senior Subordinated Notes $1,000 principal amount of New F4L Senior Subordinated Notes and
$20.00 in cash, plus accrued and unpaid interest to the date of
exchange.

Concurrently with the Exchange Offers and the other financing transactions
described herein, Food 4 Less is offering up to $400 million principal amount of
New F4L Senior Notes pursuant to a public offering (the "Public Offering")
registered under the Securities Act of 1933, as amended (the "Securities Act").
The Public Offering is expected to price ten business days preceding the
Expiration Date (as defined). The New F4L Senior Notes offered pursuant to the
F4L Senior Notes Exchange Offer will be part of the same issue as the New F4L
Senior Notes offered pursuant to the Public Offering and will bear interest at a
fixed rate per annum equal to the greater of (a) 11% and (b) the Applicable
Treasury Rate (as defined) plus 375 basis points (3.75 percentage points);
provided, however, that in no event will the New F4L Senior Notes offered for
exchange hereby bear interest at a rate per annum that is less than the interest
rate on the New F4L Senior Notes offered pursuant to the Public Offering.

THE EXCHANGE OFFERS AND THE SOLICITATION (AS DEFINED) WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 22, 1995, UNLESS EXTENDED (THE
"EXPIRATION DATE"). CONSENTS MAY BE REVOKED AND TENDERS MAY BE WITHDRAWN AT ANY
TIME UNTIL THE LATER OF (A) SUCH TIME AS THE REQUISITE CONSENTS (AS DEFINED)
WITH RESPECT TO THE APPLICABLE ISSUE OF OLD F4L NOTES HAVE BEEN RECEIVED AND THE
SUPPLEMENTAL INDENTURE (AS DEFINED) FOR SUCH ISSUE HAS BEEN EXECUTED AND (B)
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 22, 1995. FOOD 4 LESS EXPECTS TO
EXTEND THE EXPIRATION DATE TO A DATE THAT IS TEN BUSINESS DAYS FOLLOWING THE
PRICING OF THE PUBLIC OFFERING.

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SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
IN EVALUATING THE EXCHANGE OFFERS AND THE SOLICITATION.
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The Dealer Managers for the Exchange Offers and the Solicitation are:

BT SECURITIES CORPORATION

CS FIRST BOSTON

DONALDSON, LUFKIN & JENRETTE
S E C U R I T I E S C O R P O R A T I O N
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The date of this Prospectus and Solicitation Statement is January 25, 1995

(cover page continued)

The Exchange Offers and the Solicitation (as defined) are part of the
financing required to consummate the proposed merger (the "RSI Merger") of Food
4 Less with and into Ralphs Supermarkets, Inc. ("RSI"). Immediately following
the RSI Merger, Ralphs Grocery Company ("RGC"), a wholly-owned subsidiary of
RSI, will merge with and into RSI (the "RGC Merger," and together with the RSI
Merger, the "Merger") and RSI will change its name to Ralphs Grocery Company
("Ralphs Grocery Company" or the "Company"). As a result of the Merger, the New
F4L Notes and any Old F4L Notes not exchanged in the Exchange Offers will be the
obligations of the Company.

Concurrently with the Exchange Offers, Food 4 Less is soliciting (the
"Solicitation") consents ("Consents") from holders of each of the Old F4L Senior
Notes (the "Old F4L Senior Noteholders") and the Old F4L Senior Subordinated
Notes (the "Old F4L Senior Subordinated Noteholders," and together with the Old
F4L Senior Noteholders, the "Old F4L Noteholders") representing at least a
majority in aggregate principal amount of each of the outstanding Old F4L Senior
Notes and the Old F4L Senior Subordinated Notes held by persons other than Food
4 Less and its affiliates (the "Requisite Consents") to certain amendments
described herein (the "Proposed Amendments") to the indentures under which the
Old F4L Notes were issued (collectively, the "Old F4L Indentures"). As of
January 1, 1995, there were issued and outstanding $175 million aggregate
principal amount of the Old F4L Senior Notes and $145 million aggregate
principal amount of the Old F4L Senior Subordinated Notes. HOLDERS OF OLD F4L
NOTES WHO DESIRE TO ACCEPT THE APPLICABLE EXCHANGE OFFER MUST CONSENT TO THE
PROPOSED AMENDMENTS. The Proposed Amendments will only become operative upon
consummation of the Exchange Offers. The primary purpose of the Proposed
Amendments is to permit the Merger and to eliminate substantially all of the
restrictive covenants in the Old F4L Indentures.

Interest on the New F4L Senior Notes will be payable semiannually on each
March 1 and September 1, commencing on September 1, 1995, at the rate set forth
above. The New F4L Senior Notes will mature on March 1, 2004. Interest on the
New F4L Senior Subordinated Notes will be payable semiannually on each March 1
and September 1, commencing September 1, 1995, at the rate of 13.75% per annum.
The New F4L Senior Subordinated Notes will mature on March 1, 2005. The New F4L
Senior Notes will be redeemable, in whole or in part, at the option of the
Company, at any time on and after March 1, 2000 and the New F4L Senior
Subordinated Notes will be redeemable, in whole or in part, at the option of the
Company, at any time on and after June 15, 1996, each at the respective
redemption prices set forth herein, plus accrued and unpaid interest to the
redemption date. In addition, on or prior to March 1, 1998, the Company may, at
its option, use the net cash proceeds of one or more Public Equity Offerings (as
defined) to redeem up to an aggregate of 35% of the New F4L Senior Notes
originally issued, at a redemption price equal to 111% of the principal amount
thereof if redeemed during the 12 months commencing on March 1, 1995, 109.625%
of the principal amount thereof if redeemed during the 12 months commencing on
March 1, 1996 and 108.25% of the principal amount thereof if redeemed during the
12 months commencing on March 1, 1997, in each case plus accrued and unpaid
interest, if any, to the redemption date. Upon a Change of Control (as defined)
each holder of New F4L Notes has the right to require the Company to repurchase
such holders' New F4L Notes at a price equal to 101% of their principal amount
plus accrued and unpaid interest to the date of repurchase. In addition, subject
to certain conditions, the Company will be obligated to make an offer to
repurchase the New F4L Notes at 100% of their principal amount, plus accrued and
unpaid interest to the date of repurchase, with the net cash proceeds of certain
sales or other dispositions of assets.

The New F4L Senior Notes will be senior unsecured obligations of the
Company and will rank pari passu in right of payment with other senior and
unsecured indebtedness of the Company. However, the New F4L Senior Notes will be
effectively subordinated to all secured indebtedness of the Company and its
subsidiaries, including indebtedness under the New Credit Facility (as defined).
See "Risk Factors -- Corporate Structure" and "-- Effects of Asset
Encumbrances." The New F4L Senior Notes will rank senior in right of payment to
all subordinated indebtedness of the Company, including the New F4L Senior
Subordinated Notes, the Old F4L Senior Subordinated Notes that remain
outstanding following the F4L Senior Subordinated Notes Exchange Offer
(collectively, the "F4L Senior Subordinated Notes") and the RGC Senior
Subordinated Notes (as defined). At September 17, 1994, on a pro forma basis
after giving effect to the Merger and the Financing (and certain related
assumptions), the Company and its subsidiaries would have had outstanding $992.7
million aggregate principal amount of secured indebtedness.