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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): JUNE 14, 1995
FOOD 4 LESS
HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-59212 33-0642810
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
1100 WEST ARTESIA BOULEVARD
COMPTON, CALIFORNIA 90220
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(310) 884-6000
777 SOUTH HARBOR BOULEVARD
LA HABRA, CALIFORNIA 90631
(FORMER NAME OR FORMER ADDRESS,
IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 14, 1994, Food 4 Less, Inc., a Delaware
corporation, Food 4 Less Holdings, Inc., a California corporation, Food 4 Less
Supermarkets, Inc., a Delaware corporation ("F4L Supermarkets"), Ralphs
Supermarkets, Inc., a Delaware corporation ("Ralphs"), and the stockholders of
Ralphs, including The Edward J. DeBartolo Corporation, Bank of Montreal, Banque
Paribas, Camdev Properties, Inc. and Federated Department Stores, Inc.
(collectively, the "Selling Stockholders") entered into an Agreement and Plan
of Merger, as amended by Amendment No. 1 dated as of January 12, 1995,
Amendment No. 2 dated as of February 24, 1995, Amendment No. 3 dated as of
April 26, 1995, and Amendment No. 4 dated as of June 14, 1995 (collectively,
the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on
June 14, 1995, F4L Supermarkets merged with and into Ralphs (the "Merger") and
Ralphs survived the Merger and thereby became a wholly-owned subsidiary of the
registrant, Food 4 Less Holdings, Inc., a Delaware corporation ("Holdings").
Immediately following the Merger, Ralphs Grocery Company ("RGC"), a
wholly-owned subsidiary of Ralphs, merged into Ralphs and Ralphs survived and
changed its name to Ralphs Grocery Company (the "Company").
The purchase price for Ralphs was approximately $1.5 billion,
including the assumption of debt. The consideration payable by Holdings to the
Selling Stockholders consisted of $375 million in cash, $131.5 million
principal amount of 13-5/8% Senior Subordinated Pay-in- Kind Debentures due
2007 of Holdings and $18.5 million initial accreted value of 13-5/8% Senior
Discount Debentures due 2005 of Holdings (the "Discount Debentures"). The
foregoing summary of the terms of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement.
The financing required to complete the Merger included (i) the
issuance of preferred stock by Holdings for cash proceeds of $140 million to a
group of investors led by Apollo Advisors, L.P, (ii) borrowings of
approximately $612 million under a new credit facility by and among the
Company, Holdings, as guarantor, and a syndicate of banks led by Bankers Trust
Company, (iii) the issuance by F4L Supermarkets of $350 million principal
amount of 10.45% Senior Notes due 2004 and $100 million principal amount of 11%
Senior Subordinated Notes due 2005 pursuant to a public offering, (iv) the
placement by Holdings of a total of $100 initial accreted value of the Discount
Debentures, which includes the $18.5 million of initial accreted value Discount
Debentures issued to the Selling Stockholders, and (v) exchange offers by F4L
Supermarkets with respect to outstanding debt securities of F4L Supermarkets
and RGC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. As permitted by General
Instruction B.3 of Form 8-K, the information required by this Item
has been omitted as it has been previously reported by the
registrant.
(b) Pro forma financial information. As permitted by General Instruction
B.3 of Form 8-K, the information required by this Item has been
omitted as it has been previously reported by the registrant.
(c) Exhibits.
4.1 Amendment No. 4 dated as of June 14, 1995 to the Agreement and
Plan of Merger dated as of September 14, 1994, by and among
Food 4 Less, Inc., Food 4 Less Holdings, Inc., Food 4 Less
Supermarkets, Inc., Ralphs Supermarkets, Inc. and the
stockholders of Ralphs Supermarkets, Inc., as amended by
Amendment No. 1 dated as
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of January 12, 1995, Amendment No. 2 dated as of February
24, 1995 and Amendment No. 3 dated as of April 26, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: June 28, 1995 FOOD 4 LESS HOLDINGS, INC.
/s/ Jan Charles Gray
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Jan Charles Gray
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit
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4.1 Amendment No. 4 dated as of June 14, 1995 to the Agreement and Plan of Merger dated as of September 14, 1994, by and
among Food 4 Less, Inc., Food 4 Less Holdings, Inc., Food 4 Less Supermarkets, Inc., Ralphs Supermarkets, Inc. and the
stockholders of Ralphs Supermarkets, Inc., as amended by Amendment No. 1 dated as of January 12, 1995, Amendment No. 2
dated as of February 24, 1995 and Amendment No. 3 dated as of April 26, 1995.
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