Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 36 183K
Pursuant to a Transaction
2: EX-4 Indenture Agreement 76 317K
3: EX-12 Computation of Ratio of Earnings to Fixed Charges 1 7K
4: EX-23.1 Consent of Independent Accountants 1 6K
5: EX-23.2 Consent of Independent Accountants 1 6K
6: EX-23.3 Consent of Independent Auditors 1 6K
7: EX-24 Powers of Attorney 11 23K
8: EX-25 Form T-1 6 30K
S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents
As filed with the Securities and Exchange Commission on January 20, 1998.
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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FRED MEYER, INC.
(Exact name of registrant as specified in its charter)
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[Enlarge/Download Table]
Delaware 91-1826443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3800 SE 22nd Avenue Roger A. Cooke
Portland, Oregon 97202 Senior Vice President,
(503) 232-8844 General Counsel and Secretary
(Address, including zip code, and telephone number, Fred Meyer, Inc.
including area code, of registrant's principal executive offices) 3800 SE 22nd Avenue
Portland, Oregon 97202
(503) 232-8844
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
[Enlarge/Download Table]
Gary R. Barnum Michael A. Becker George G. Golleher Marc W. Evanger
Stoel Rives LLP Cahill Gordon & Reindel Food 4 Less Holdings, Inc. Quality Food Centers, Inc.
900 SW Fifth Avenue, Suite 2300 Eighty Pine Street 1100 West Artesia Blvd. 10112 NE 10th St., Ste 201
Portland, OR 97204 New York, NY 10005-1702 Compton, CA 90220 Bellevue, WA 98004
(503) 294-9114 (phone) (212) 701-3000 (phone) (310) 884-9000 (phone) (425) 462-2179 (phone)
(503) 220-2480 (fax) (212) 269-5420 (fax) (310) 884-2505 (fax) (425) 462-2217 (fax)
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Approximate date of commencement of proposed
sale to the public: As promptly as practicable after
this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]_________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum
Title of each class of aggregate Amount of
securities to be registered offering price(2) registration fee
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Debt Securities(1) $2,000,000,000 $590,000
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(1) Includes guarantees (if any) of Debt Securities by Co-Registrants, who are,
or will be, direct and indirect subsidiaries of Registrant.
(2) Determined solely for the purpose of calculating the Registration Fee
pursuant to Rule 457 of the General Rules and Regulations under the
Securities Act of 1933 or if any Debt Securities are issued (i) with a
principal amount denominated in one or more foreign currencies or currency
units, such principal amount as shall result in an aggregate initial public
offering price equivalent to $2,000,000,000 at the time of the initial
offering or (ii) at an original issue discount, such greater principal
amount as shall result in proceeds to the Registrant of $2,000,000,000.
-------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant 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, as amended, or until the Registration Statement
shall become effective on such a date as the Commission, acting pursuant to said
Section 8(a), may determine.
The following entities are, or may become upon the completion of the merger
of Q-Acquisition Corp. with Quality Food Centers, Inc., or the merger of FFL
Acquisition Corp. with Food 4 Less Holdings, Inc., as the case may be, direct or
indirect subsidiaries of Registrant, and may guarantee an issue of the Debt
Securities and are Co-Registrants under this Registration Statement.
Jurisdiction of
Incorporation I.R.S. Employer
Name of Co-Registrant or Organization Identification No.
--------------------- --------------- ------------------
Fred Meyer Stores, Inc. Delaware 93-0798201
B&B Stores, Inc. Montana 93-0798200
B&B Pharmacy, Inc. Montana 93-0798200
CB&S Advertising Agency, Inc. Oregon 93-0587794
Distribution Trucking Company Oregon 93-0786441
FM, Inc. Utah 93-1197669
FM Holding Corporation Delaware 93-0864302
Grand Central, Inc. Utah 87-0277527
FM Retail Services, Inc. Washington 91-1628326
Fred Meyer, Inc., a Washington corporation Washington 93-0801576
Fred Meyer of Alaska, Inc. Alaska 93-0802793
Fred Meyer of California, Inc. California 93-0979434
Fred Meyer Jewelers, Inc. Delaware 93-1197671
Merksamer Jewelers, Inc. California 68-0202947
Roundup Co. Washington 93-0798202
JH Properties, Inc. Washington 91-1816127
Smith's Food & Drug Centers, Inc. Delaware 87-0258768
Compare, Inc. Delaware 86-0609950
Richie's, Inc. Texas 74-2047032
Saint Lawrence Holding Company Delaware 86-0504830
Smith's Beverage of Wyoming, Inc. Wyoming 80-0126833
Smitty's Supermarkets, Inc. Delaware 86-0765032
Smitty's Equipment Leasing, Inc. Delaware 86-0758585
Smitty's Super Valu, Inc. Delaware 13-3054103
Treasure Valley Land Company, L.C. Idaho 82-0474377
Western Property Investment
Group, Inc. California 87-0485081
Quality Food Centers, Inc.** Washington 91-1330075
Hughes Markets, Inc.** California 95-1947206
Hughes Realty, Inc.** California 95-2253719
KU Acquisition Corporation** Washington 91-1765648
Second Story, Inc.** Washington 91-1753356
Quality Food, Inc.** Delaware 91-1829342
Quality Food Holdings, Inc.** Delaware 91-1829339
QFC Sub, Inc.** Washington [pending]
Food 4 Less Holdings, Inc.** Delaware 33-0642810
Ralphs Grocery Company** Delaware 95-4356030
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
Crawford Stores, Inc.** California 95-0657410
Falley's, Inc.** Kansas 48-0605992
Food 4 Less of California, Inc.** California 33-0293011
Food 4 Less of Southern California, Inc.** Delaware 33-0483203
Food 4 Less Merchandising, Inc.** California 33-0483193
Food 4 Less GM, Inc.** California 95-4390406
**Each such Co-Registrant to guarantee the Debt Securities if (a) such entity
becomes a direct or indirect subsidiary of the Company and (b) such entity
otherwise approves the guarantee of such issue of Debt Securities.
I-2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JANUARY 20, 1998.
Prospectus
$2,000,000,000
FRED MEYER, INC.
Debt Securities
Fred Meyer, Inc. (the "Company") may offer from time to time up to
$2,000,000,000 of its debt securities consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities"). The Debt Securities will be
unsecured and unsubordinated obligations of the Company and will rank equally
and ratably, on a pari passu basis, with other unsecured and unsubordinated
obligations of the Company. The Debt Securities may be offered as separate
series in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and set forth in a Prospectus Supplement or
Prospectus Supplements.
The terms of each series of Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates, and time or times of payment of any interest, any terms
for optional or mandatory redemption, required repurchases or payment of
additional amounts or any sinking fund provisions, additional or different
covenants or events of default, the initial public offering price, guarantees
thereof, the proceeds to the Company and any other specific terms in connection
with the offering and sale of such series (the "Offered Debt Securities") will
be set forth in a Prospectus Supplement or Prospectus Supplements. Any
guarantees of the Debt Securities by Quality Food Centers, Inc. ("QFC") and its
direct and indirect subsidiaries and by Food 4 Less Holdings, Inc. ("FFL") and
its direct and indirect subsidiaries are conditioned upon QFC, FFL, and their
respective subsidiaries, as the case may be, becoming direct or indirect
subsidiaries of the Company.
The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any agents of the Company or any underwriters are involved
in the sale of any Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement. See "Plan of Distribution" for possible indemnification arrangements
for underwriters, dealers and agents.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
The date of this Prospectus is ____________, 1998.
No person has been authorized to give any information or to make any
representations other than those contained in the Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities offered
hereby, nor does it constitute an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
or thereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained herein or therein is correct as of any time subsequent
to its date.
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TABLE OF CONTENTS
Page
Prospectus
Available Information.........................................................2
Incorporation of Certain Documents by Reference ..............................3
The Company...................................................................4
Use of Proceeds...............................................................4
Ratio of Earnings to Fixed Charges ...........................................4
Description of Debt Securities................................................4
Plan of Distribution.........................................................12
Legal Matters ...............................................................12
Experts......................................................................13
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: New York Regional Office, 7 World Trade Center, New
York, New York 10048; and Chicago Regional Office, 1400 Citicorp Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. In addition, the
aforementioned material can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Such material
may also be accessed through an Internet Web site maintained by the Commission
at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which are available from the
Public Reference Section of the Commission at prescribed rates as described
above. Statements contained herein concerning the provisions of documents filed
with, or incorporated by reference in, the Registration Statement as exhibits
are necessarily summaries of such provisions and documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company and certain Guarantors (as
defined below) with the Commission pursuant to the Exchange Act are incorporated
into this Prospectus by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997, as amended;
(ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
May 24, 1997, August 16, 1997 and November 9, 1997, as amended;
(iii) the Company's Current Reports on Form 8-K, dated September 9, 1997
and November 6, 1997;
(iv) the Annual Report on Form 10-K for Quality Food Center, Inc. ("QFC")
for the fiscal year ended December 28, 1996, as amended;
(v) QFC's Quarterly Reports on Form 10-Q for the quarters ended March 22,
1997, June 14, 1997 and September 6, 1997, as amended;
(vi) QFC's Current Reports on Form 8-K, dated March 19, 1997 and November
6, 1997, as amended;
(vii) the Annual Report on Form 10-K for Food 4 Less Holdings, Inc. ("FFL")
for the fiscal year ended February 2, 1997, as amended;
(viii) FFL's Quarterly Reports on Form 10-Q for the quarters ended April
27, 1997, July 20, 1997 and October 12, 1997, as amended;
(ix) FFL's Current Reports on Form 8-K, dated November 6, 1997; and
(x) the definitive Joint Proxy and Consent Solicitation
Statement/Prospectus of the Company, QFC and FFL dated ______, 1998;
All documents filed by the Company, QFC and FFL pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company, QFC and FFL undertake to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, on written or oral request, a copy of any and all of the
documents incorporated in this Prospectus by reference, other than exhibits to
such documents not specifically incorporated by reference therein. Requests for
such copies from the Company should be directed to Fred Meyer, Inc., at its
principal executive offices located at 3800 SE 22nd Avenue, Portland, Oregon
97202, Attention: Roger A. Cooke, Senior Vice President, General Counsel and
Secretary (Telephone: (503) 232-8844). Requests for such copies from QFC should
be directed to Quality Food Center, Inc., at its principal executive offices
located at 10112 NE 10th Street, Suite 201 Bellevue, Washington 98004,
Attention: Susan Obuchowski, Secretary (Telephone: (425) 462-2177). Requests for
such copies from FFL should be directed to Food 4 Less Holdings, Inc., at its
principal executive offices located at 1100 West Artesia Boulevard, Compton,
California 90220, Attention: Terrence J. Wallock, Secretary (Telephone: (310)
884-9900).
3
THE COMPANY
The Company is a holding company which, through its subsidiaries, operates
as a regional retailer of a wide range of food and drug products and general
merchandise including: apparel, photo and electronics, products for the home and
fine jewelry.
The Company was incorporated in Delaware in July 1997. The Company's
principal executive offices are located at 3800 SE 22nd Avenue, Portland, Oregon
97202 and its telephone number is (503) 232-8844.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement, the net proceeds to
the Company from the issuance and sale of the Debt Securities will be used for
general corporate purposes, including the repayment of indebtedness that may be
incurred from time to time, working capital, future acquisitions and further
investments in subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company for each of the five
fiscal years ending the Saturday closest to January 31 and for the forty week
period ending November 9, 1996 and November 8, 1997 were as follows:
[Enlarge/Download Table]
Fiscal Years Ending 40 Weeks 40 Weeks
Ending Ending
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November 9, November 8,
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ----- ---- ---- ----
Ratio of Earnings to
Fixed Charges 5.50 6.37 1.29 1.95 3.19 2.46 2.76
For the purpose of computing such ratios, "earnings" represents the
aggregate of (a) income before income taxes and (b) fixed charges. "Fixed
charges" represents (a) consolidated interest charges, (b) the amortization of
debt discount and expense and premium on indebtedness and (c) the portion of
rental expense which the Company considers representative of an interest factor.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (as amended or
supplemented from time to time, the "Indenture") among the Company, the
Guarantors and The First National Bank of Chicago, as Trustee (the "Trustee"), a
copy of which is filed as an exhibit to the Registration Statement. The
statements herein relating to the Debt Securities and the following summaries of
certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture, including the definitions therein of certain terms,
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Wherever particular sections or defined terms of the Indenture are referred to
in this Prospectus or in a Prospectus Supplement, such sections or defined terms
are incorporated herein or therein by reference. The definitions of certain
terms used in the following summary are set forth below under "--Certain
Definitions."
The following sets forth certain general terms and provisions of the Debt
Securities offered hereby. The particular terms of the Offered Debt Securities
and the extent, if any, to which such general terms and provisions may not apply
to the Offered Debt Securities will be described in the Prospectus Supplement
relating to such Offered Debt Securities (the "Applicable Prospectus
Supplement").
4
General
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and Debt Securities may be issued thereunder from time to time
in one or more series. The Debt Securities will be unsecured and unsubordinated
obligations of the Company and will rank equally and ratably, on a pari passu
basis, with other unsecured and unsubordinated obligations of the Company. The
Debt Securities will be effectively subordinated to any secured indebtedness of
the Company to the extent of the assets securing such indebtedness.
Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest on the Debt Securities will be
payable, and the transfer of Debt Securities will be registrable, at the office
or agency to be maintained by the Company in the borough of Manhattan in The
City of New York and at any other office or agency maintained by the Company for
such purpose. (Sections 301, 305 and 1002) Unless otherwise indicated in the
Applicable Prospectus Supplement, the Debt Securities will be issued only in
fully registered form without coupons and in denominations of $1,000 and any
integral multiples thereof. (Section 302) No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith. (Section 305)
The Applicable Prospectus Supplement will describe the terms of the Offered
Debt Securities, including: (1) the title of the Offered Debt Securities; (2)
any limit on the aggregate principal amount of the Offered Debt Securities; (3)
the person or entity to whom any interest on the Offered Debt Securities shall
be payable, if other than the person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest; (4) the date or dates on which the principal of
and premium, if any, on the Offered Debt Securities is payable or the method of
determination thereof; (5) the rate or rates at which the Offered Debt
Securities shall bear interest, if any, or the method of calculating such rate
or rates of interest, the date or dates from which any such interest shall
accrue or the method by which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for interest payable on any Interest Payment Date; (6) the
place or places where the principal of, premium, if any, and interest on the
Offered Debt Securities shall be payable; (7) the period or periods within
which, the price or prices at which, the currency or currencies (including
currency units) in which and the other terms and conditions upon which the
Offered Debt Securities may be redeemed, in whole or in part, at the option of
the Company; (8) the obligation, if any, of the Company to redeem or purchase
the Offered Debt Securities pursuant to any sinking fund or analogous provisions
or at the option of a holder thereof and the period or periods within which, the
price or prices at which and the other terms and conditions upon which the
Offered Debt Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; (9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Offered Debt
Securities shall be issuable; (10) the currency, currencies or currency units in
which payment of the principal of and any premium and interest on any Offered
Debt Securities shall be payable if other than the currency of the United States
of America and the manner of determining the equivalent thereof in the currency
of the United States of America; (11) if the amount of payments of principal of
or any premium or interest on any Offered Debt Securities may be determined with
reference to an index, formula or other method, the index, formula or other
method by which such amounts shall be determined; (12) if the principal of or
any premium or interest on any Offered Debt Securities is to be payable, at the
election of the Company or a holder thereof, in one or more currencies or
currency units other than that or those in which the Debt Securities are stated
to be payable, the currency, currencies or currency units in which payment of
the principal of and any premium and interest on the Offered Debt Securities as
to which such election is made shall be payable, and the periods within which
and the other terms and conditions upon which such election is to be made; (13)
if other than the principal amount thereof, the portion of the principal amount
of the Offered Debt Securities which shall be payable upon declaration of
acceleration of the maturity thereof or the method by which such portion may be
determined; (14) the applicability of the provisions described under
"--Defeasance of Offered Debt Securities or Certain Covenants in Certain
Circumstances"; (15) if the Offered Debt Securities will be issuable only in the
form of a Book Entry Security as described under "--Book Entry Debt Securities",
the Depositary or its nominee with respect to the Offered Debt Securities and
the circumstances under which the Book Entry Security may be registered for
transfer or exchange or authenticated and delivered in the name of a person or
entity other than the Depositary or its nominee; (16) any additional, modified
or different covenants applicable to one or more particular series of Debt
Securities; (17) any
5
addition to or change in the Events of Default of the Offered Debt Securities
and any change in the right of the Trustee or the requisite Holders to declare
the principal amount due and payable; (18) any additional terms with respect to
the Guarantees including, without limitation, terms relating to release of the
Guarantees and the addition of additional Guarantors; and (19) other terms of
the Offered Debt Securities. (Section 301)
Each Applicable Prospectus Supplement will describe, as to the Debt
Securities to which it relates, any guarantees (the "Guarantees") by the direct
and indirect subsidiaries of the Company (the "Guarantors"), and any terms
regarding the release of such Guarantees. Guarantees of the Debt Securities by
QFC, FFL and their respective subsidiaries, are conditioned upon such entities,
as the case may be, becoming direct or indirect subsidiaries of the Company.
(Sections 1401 and 1403)
Debt Securities may be issued under the Indenture as Original Issue
Discount Debt Securities to be offered and sold at a substantial discount below
their stated principal amount. Special Federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto. "Original Issue Discount Debt Security" means any Debt
Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the maturity thereof
upon the occurrence and continuance of an Event of Default. (Section 101)
If the purchase price of any of the Debt Securities is payable in one or
more foreign currencies or currency units, if any Debt Securities are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any Debt Securities is
payable in one or more foreign currencies or currency units, the restrictions,
elections, material U.S. federal income tax considerations and other information
with respect to such issue of Debt Securities and such foreign currency or
currency units will be set forth in the Applicable Prospectus Supplement.
If any index is used to determine the amount of payments of principal of,
premium, if any, or interest, if any, on any series of Debt Securities, material
U.S. federal income tax, accounting and other considerations applicable thereto
will be described in the Applicable Prospectus Supplement.
Book Entry Debt Securities
The following description of Book Entry Securities will apply to any series
of Debt Securities except as otherwise provided in the Prospectus Supplement
relating thereto.
The Debt Securities of a series may be issued in the form of one or more
Book Entry Securities that will be deposited with or on behalf of a Depositary,
which will be a clearing agent registered under the Exchange Act. Book Entry
Securities will be registered in the name of the Depositary or a nominee of the
Depositary, will be deposited with such Depositary or nominee or a custodian
therefor and will bear a legend regarding the restrictions on exchanges and
registration of transfer thereof and any such other matters as may be provided
for pursuant to the Indenture. Unless and until it is exchanged in whole or in
part for Debt Securities in definitive certificated form, a Book Entry Security
may not be transferred or exchanged except as a whole to the Depositary, its
successors or their respective nominees. (Section 305)
Upon the issuance of any Book Entry Security, and the deposit of such Book
Entry Security with or on behalf of the Depositary for such Book Entry Security,
the Depositary will credit on its book-entry registration and transfer system
the respective principal amounts of the Debt Securities represented by such Book
Entry Security to the accounts of institutions ("participants") that have
accounts with the Depositary. The accounts to be credited will be designated by
the underwriters or agents engaging in the distribution of such Debt Securities
or by the Company, if such Debt Securities are offered and sold directly by the
Company. Ownership of beneficial interests in a Book Entry Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in a Book Entry Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary for such Book Entry Security or by its nominee. Ownership of
beneficial interests in such Book Entry Security by persons who hold through
participants will be shown on, and the transfer of such beneficial interests
within such participants will be effected only through, records maintained by
such participants. The laws of some jurisdictions require that certain
purchasers
6
of securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a Book
Entry Security.
So long as the Depositary for a Book Entry Security, or its nominee, is the
owner of such Book Entry Security, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Debt Security
represented by such Book Entry Security for all purposes under the Indenture.
Accordingly, each person owning a beneficial interest in such Book Entry
Security must rely on the procedures of the Depositary and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under such
Indenture. The Company understands that under existing industry practices, if it
requests any action of holders or if an owner of a beneficial interest in a Book
Entry Security desires to give or take any instruction or action which a holder
is entitled to give or take under the Indenture, the Depositary would authorize
the participants holding the relevant beneficial interests to give or take such
instruction or action, and such participants would authorize beneficial owners
owning through such participants to give or take such instruction or action or
would otherwise act upon the instructions of beneficial owners holding through
them. The Holder of any Book Entry Security may grant proxies and otherwise
authorize any Person to take any action which a Holder is entitled to take under
the Indenture or the Securities.
Unless otherwise specified in the Applicable Prospectus Supplement,
payments with respect to principal, premium, if any, and interest, if any, on
the Debt Securities represented by a Book Entry Security registered in the name
of the Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owner of such Book Entry Security. The
Company expects that the Depositary for any Debt Securities represented by a
Book Entry Security, upon receipt of any payment of principal or interest in
respect of such Book Entry Security, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the Book Entry Security as shown on the records of the Depositary.
The Company also expects that payments by participants to owners of beneficial
interests in such Book Entry Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities in bearer form held for the accounts of customers or registered
in "street name", and will be the responsibility of such participants. None of
the Company, the Trustee or any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial interests in any Book Entry Security, or
for maintaining, supervising or reviewing any records relating to such
beneficial interests.
Unless otherwise specified in the Applicable Prospectus Supplement,
transfers of any Book Entry Security will be limited to transfers in whole, but
not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in the Book Entry Security may be transferred or
exchanged for definitive Securities in accordance with the rules and procedures
of the Depositary. In addition, definitive Securities will be exchangeable for a
Book Entry Security if the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for the Book Entry Security and a successor
depositary is not appointed by the Company within 90 days of such notice or if
an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depositary to issue definitive Securities.
Certain Covenants of the Company
Unless otherwise indicated in the Applicable Prospectus Supplement, the
Indenture does not limit the amount of Debt that may be incurred by the Company
or its Subsidiaries or contain covenants specifically designed to protect
holders of Debt Securities in the event of a highly leveraged transaction,
restructuring, change in control, merger or similar transaction involving the
Company that may adversely affect holders of Debt Securities.
Events of Default
Any one of the following events will constitute an "Event of Default" under
the Indenture with respect to Debt Securities of any series: (a) failure to pay
any interest on any Debt Security of that series when due, continued for 30
days; (b) failure to pay principal of or any premium on any Debt Security of
that series when due; (c) failure to deposit any sinking fund payment, when due,
in respect of any Debt Security of that series; (d) failure to perform, or
breach of, any covenant or other agreement of the Company or any Guarantor in
the Indenture with
7
respect to Debt Securities of that series continued for 60 days after written
notice as provided in the Indenture; (e) a default under any indebtedness for
money borrowed by the Company or any Subsidiary if (A) such default either (1)
results from the failure to pay the principal or interest of any such
indebtedness at its stated maturity or (2) relates to an obligation other than
the obligation to pay the principal or interest of such indebtedness at its
stated maturity and results in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and
payable, (B) the principal amount of such indebtedness, together with the
principal amount of any other such indebtedness in default for failure to pay
principal or interest at stated maturity or the maturity of which has been so
accelerated, aggregates $30.0 million or more at any one time outstanding and
(C) such indebtedness is not discharged, or such acceleration is not rescinded
or annulled, within 10 business days after written notice as provided in the
Indenture; (f) one or more judgments, orders, or decrees of any court or
regulatory or administrative agency for the payment of money in excess of $30.0
million either individually or in the aggregate shall have been rendered against
the Company or any Significant Subsidiary (whether or not a Guarantor) or any of
their respective properties and shall not have been discharged and either (A)
any creditor shall have commenced an enforcement proceeding upon such judgment,
order, or decree or (B) there shall have been a period of 60 consecutive days
during which a stay of enforcement of such judgment, order or decree, by reason
of a pending appeal or otherwise, shall not be in effect; (g) certain events of
bankruptcy, insolvency or reorganization of the Company or any Significant
Subsidiary (whether or not a Guarantor); (h) any Guarantee of a Guarantor which
is a Significant Subsidiary ceases to be in full force and effect (other than in
accordance with the terms of such Guarantee and the Indenture) or is declared
null and void and unenforceable or found to be invalid or any Guarantor denies
its liability under its Guarantee (other than by reason of release of a
Guarantor from its Guarantee in accordance with the terms of the Indenture and
the Guarantee); or (i) any other Event of Default provided in the Applicable
Prospectus Supplement with respect to Debt Securities of that series. (Section
501)
If an Event of Default (other than an Event of Default described in clause
(g) of the preceding paragraph with respect to the Company) with respect to the
Debt Securities of any series at the time Outstanding shall occur and be
continuing, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of that series may
accelerate the maturity of all Debt Securities of that series; provided,
however, that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated principal, have been cured or waived as provided in
the Indenture. If an Event of Default described in clause (g) of the immediately
preceding paragraph occurs with respect to the Company, the Outstanding Debt
Securities will ipso facto become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. (Section 502)
Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Debt Securities that are Original Issue Discount Debt
Securities for the particular provisions relating to acceleration of the Stated
Maturity of a portion of the principal amount of such series of Original Issue
Discount Debt Securities upon the occurrence of an Event of Default and the
continuation thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders of Debt Securities, unless such
holders shall have offered to the Trustee reasonable indemnity. (Section 603)
Subject to such provisions for the indemnification of the Trustee and to certain
other conditions, the holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series. (Section 512)
No holder of Debt Securities of any series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such holder shall have previously given to the Trustee written notice of
a continuing Event of Default and unless the holders of at least 25% in
aggregate principal amount of the Outstanding Debt Securities of that series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the holders of
8
a majority in aggregate principal amount of the Outstanding Debt Securities of
that series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. (Section 507) However, such
limitations do not apply to a suit instituted by a holder of Debt Securities for
enforcement of payment of the principal of and premium, if any, or interest on
such Debt Securities on or after the respective due dates expressed in such Debt
Securities. (Section 508)
The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1004)
Modification and Waiver
Modifications and amendments of the Indenture may be made by the Company,
the Guarantors and the Trustee without the consent of the holders of any of the
Debt Securities in order (i) to evidence the succession of another entity to the
Company and the assumption of the covenants and obligations of the Company under
the Debt Securities and the Indenture by such successor to the Company; (ii) to
add to the covenants of the Company or any Guarantor for the benefit of the
holders of all or any series of Debt Securities or to surrender any right or
power conferred on the Company by the Indenture; (iii) to add additional Events
of Default with respect to any series of Debt Securities; (iv) to add to or
change any provisions to such extent as may be necessary to permit or facilitate
the issuance of Debt Securities in bearer form or to facilitate the issuance of
Book Entry Securities; (v) to add to, change or eliminate any provision
affecting only Debt Securities not yet issued; (vi) to secure the Debt
Securities; (vii) to establish the form or terms of Debt Securities of any
series; (viii) to evidence and provide for successor Trustees or to add or
change any provisions to such extent as may be necessary to provide for or
facilitate the appointment of a separate Trustee or Trustees for specific series
of Debt Securities; (ix) to permit payment in respect of Debt Securities in
bearer form in the United States to the extent allowed by law; (x) to cure any
ambiguity, to correct or supplement any mistaken or inconsistent provisions or
to make any other provisions with respect to matters or questions arising under
the Indenture, the Debt Securities of any series or any Guarantee provided that
any such action described in this clause (x) (other than in respect of a
mistaken provision) does not adversely affect in any material respect the rights
of any holder of Debt Securities of any series then outstanding; (xi) to comply
with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended; and (xii) to add or remove a Guarantor in accordance with the terms of
the Indenture. (Section 901)
Modifications and amendments of, and waivers with respect to, the Indenture
also may be made by the Company and the Trustee with the consent of the holders
of not less than a majority in aggregate principal amount of the Outstanding
Debt Securities of each series issued under the Indenture and affected by the
modification or amendments; provided, however, that no such modification or
amendment may, without the consent of the holders of all Debt Securities
affected thereby, (i) change the Maturity or Stated Maturity of the principal
amount of, or any installment of principal of or interest on, any Debt Security;
(ii) reduce the principal amount of, or the premium, if any, or interest on any
Debt Security (including in the case of an Original Issue Discount Debt Security
the amount payable upon acceleration of the maturity thereof ); (iii) change the
place or currency of payment of principal of, premium, if any, or interest on
any Debt Security; (iv) impair the right to institute suit for the enforcement
of any payment on any Debt Security on or after the Stated Maturity thereof (or
in the case of redemption or repurchase, on or after the Redemption Date or
repurchase date, as applicable); or (v) reduce the percentage in principal
amount of Outstanding Debt Securities of any series, the consent of whose
holders is required for modification or amendment of the Indenture or for waiver
of compliance with certain provisions of the Indenture or for waiver of certain
defaults; (vi) modify any of the provisions of the Indenture relating to the
time at which any Security may be redeemed or requiring the repurchase of such
Security by the Company; (vii) modify any of the provisions of the Indenture
relating to the modification and amendment provisions of the Indenture or the
waiver of past defaults, except to increase any percentage set forth in such
provisions or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the Holder of each outstanding
Security affected thereby; (viii) modify the ranking or priority of the Debt
Securities or any Guarantee thereof; and (ix) release any Guarantor from any of
its obligations under its Guarantee or the Indenture otherwise than in
accordance with the Indenture. (Section 902)
9
The holders of at least a majority in aggregate principal amount of the
outstanding Debt Securities of any series may, on behalf of all holders of Debt
Securities of that series, waive compliance by the Company with certain
restrictive provisions of the Indenture. (Section 902) The holders of not less
than a majority in aggregate principal amount of the outstanding Debt Securities
of any series may, on behalf of all holders of Debt Securities of that series,
waive any past default under the Indenture, except a default in the payment of
principal, premium or interest or in respect of a covenant or provision of the
Indenture that cannot be modified or amended without the consent of the holder
of each outstanding Debt Security of such series affected thereby. (Section 513)
Consolidation, Merger and Sale of Assets
The Company may not consolidate with or merge with or into any other entity
or transfer or lease, in one transaction or a series of related transactions,
all or substantially all of its properties and assets to any entity, unless (i)
either the Company is the continuing corporation, or any successor or purchaser
is a corporation organized under the laws of the United States of America, any
State thereof or the District of Columbia, and any such successor or purchaser
expressly assumes the Company's obligations under the Debt Securities and the
Indenture pursuant to a supplemental indenture, (ii) immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred
and be continuing, (iii) if a supplemental indenture is to be executed in
connection with such consolidation, merger, transfer or lease, the Company and
the Guarantors have delivered to the Trustee an officers' certificate and an
opinion of counsel stating compliance with these provisions; and (iv) such other
conditions, if any, are satisfied as provided in the Applicable Prospectus
Supplement with respect to Offered Debt Securities. (Section 801)
Defeasance of Offered Debt Securities or Certain Covenants in Certain
Circumstances
Defeasance and Discharge
The Indenture provides that the terms of any series of Debt Securities may
provide that the Company and the Guarantors, at the Company's option, will be
discharged from any and all obligations in respect of the Debt Securities of
such series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, to maintain paying agencies and to hold monies for
payment in trust) upon the deposit with the Trustee, in trust, of money and/or
U.S. Government Obligations (as defined in the Indenture)which, through the
payment of interest and principal thereof in accordance with their terms, will
provide money in an amount sufficient to pay any installment of principal (and
premium, if any) and interest on, and any mandatory sinking fund payments in
respect of, the Debt Securities of such series on the Stated Maturity of such
payments in accordance with the terms of the Indenture and such Debt Securities.
Such discharge may only occur if, among other things, the Company has delivered
to the Trustee an opinion of counsel to the effect that the Company has received
from, or there has been published by, the United States Internal Revenue Service
a ruling, or there has been a change in tax law, in either case to the effect
that such discharge will not be deemed, or result in, a taxable event with
respect to holders of the Debt Securities of such series. (Sections 1302 and
1304)
Defeasance of Certain Covenants
The Indenture provides that the terms of any series of Debt Securities may
provide the Company with the option for it and the Guarantors to be released
from certain restrictive covenants described in this Prospectus under
"--Consolidation, Merger and Sale of Assets" and any other covenants made
applicable to any series of Debt Securities as described in the Applicable
Prospectus Supplement and the Event of Default described in (d) under "--Events
of Default" as it relates to such covenant and any other Events of Default made
applicable to any series of Debt Securities that are determined to be applicable
to this provision as described in the Applicable Prospectus Supplement. The
Company, in order to exercise such option, will be required to deposit with the
Trustee money and/or U.S. Government Obligations which, through the payment of
interest and principal thereof in accordance with their terms, will provide
money in an amount sufficient to pay principal (and premium, if any) and
interest on, and any mandatory sinking fund payments in respect of, the Debt
Securities of such series on the Stated Maturity of such payments in accordance
with the terms of the Indenture and such Debt Securities. The Company will also
be required to deliver to the Trustee an opinion of counsel to the effect that
the deposit and related
10
covenant defeasance will not cause the holders of the Debt Securities of such
series to recognize income, gain or loss for federal income tax purposes.
(Sections 1303 and 1304)
In the event the Company exercises this option and the Debt Securities of
such series are declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Debt Securities of such
series at the time of their Stated Maturity but may not be sufficient to pay
amounts due on the Debt Securities of such series at the time of the
acceleration resulting from such Event of Default. However, the Company shall
remain liable for such payments.
The Applicable Prospectus Supplement will state if any defeasance
provisions will apply to the Offered Debt Securities.
Concerning the Trustee
The First National Bank of Chicago is the Trustee under the Indenture. The
Trustee may resign at any time or may be removed by the holders of at least a
majority in aggregate principal amount of the Outstanding Debt Securities. If
the Trustee resigns, is removed or becomes incapable of acting as Trustee or if
a vacancy occurs in the office of the Trustee for any cause, a successor Trustee
shall be appointed in accordance with the provisions of the Indenture.
Certain Definitions
For all purposes of this Prospectus, except as otherwise expressly provided
or unless the context otherwise requires, the terms are defined as follows:
"Book Entry Security" means a Debt Security in the form prescribed by the
Indenture or any supplement to the Indenture, evidencing all or part of the
securities of any series, issued to the Depositary for such series or its
nominee, and registered in the name of such Depositary or such nominee.
"Depositary" means, with respect to the Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Book Entry
Securities, the Person designated as Depositary for such series by the Company,
pursuant to the Indenture, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934; and if at any time there is more than
one such Person 'Depositary' as used with respect to the Debt Securities of any
series shall mean the Depositary with respect to the Debt Securities of such
series.
"Interest Payment Date", when used with respect to any Debt Security, means
the Stated Maturity of an installment of interest on such security.
"Predecessor Security" of any particular Debt Security means every previous
Debt Security evidencing all or a portion of the same debt as that evidenced by
such particular Debt Security; and, for the purposes of this definition, any
Debt Security authenticated and delivered pursuant to the Indenture in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Debt Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Debt Security.
"Regular Record Date" for the interest payable on any Interest Payment Date
on the Debt Securities of any series means the date specified for that purpose
as contemplated by the Indenture.
"Stated Maturity", when used with respect to any Debt Security or any
installment of principal thereof or interest thereon, means the date specified
in such Debt Security as the fixed date on which the principal of such Debt
Security or such installment of principal or interest is due and payable.
"Subsidiary" means, in respect of any person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of capital stock or other interests
11
(including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, manager or trustees
thereof is at the time owned or controlled, directly or indirectly, by (i) such
person, (ii) such person and one or more Subsidiaries of such person or (iii)
one or more Subsidiaries of such person.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to one or more underwriters for
public offering and sale by them or may sell the Offered Debt Securities to
investors directly or through agents, which agents may be affiliated with the
Company. Any such underwriter or agent involved in the offer and sale of the
Offered Debt Securities will be named in the Applicable Prospectus Supplement.
Sales of Offered Debt Securities offered pursuant to any Applicable
Prospectus Supplement may be effected from time to time in one or more
transactions at a fixed price or prices which may be changed, at prices related
to the prevailing market prices at the time of sale or at negotiated prices. The
Company also may, from time to time, authorize underwriters acting as the
Company's agents to offer and sell the Offered Debt Securities upon the terms
and conditions set forth in the Applicable Prospectus Supplement. In connection
with the sale of Offered Debt Securities, underwriters may be deemed to have
received compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of Offered Debt
Securities for whom they may act as agent. Underwriters may sell Offered Debt
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from purchasers of Offered Debt Securities for whom they may act as
agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Offered Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the Applicable Prospectus Supplement. Underwriters, dealers
and agents participating in the distribution of the Offered Debt Securities may
be deemed to be underwriters, and any discounts, concessions or commissions
received by them and any profit realized by them on resale of the Offered Debt
Securities may be deemed to be underwriting discounts and commissions under the
Securities Act. Underwriters, dealers and agents may be entitled, under
agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act. Any such indemnification arrangements will be described in the
Applicable Prospectus Supplement.
Unless otherwise specified in the Applicable Prospectus Supplement, each
series of Offered Debt Securities will be a new issue with no established
trading market. The Company may elect to list any series of Offered Debt
Securities on any exchange, but is not obligated to do so. It is possible that
one or more underwriters may make a market in a series of Offered Debt
Securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Offered Debt Securities.
Certain of the underwriters, agents and their affiliates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Offered Debt Securities will
be passed upon for the Company by Stoel Rives LLP, Portland, Oregon, and for any
underwriters, dealers or agents by Cahill Gordon & Reindel (a partnership
including a professional corporation), New York, New York. Cahill Gordon &
Reindel may rely on the opinion of Stoel Rives LLP as to matters of Oregon law.
12
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Annual Report on Form 10-K of Fred Meyer, Inc. for the year
ended February 1, 1997 have been audited by Deloitte & Touche LLP (Portland
office), independent auditors, as stated in their report, which is incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report of said firm given upon its
authority as experts in accounting and auditing.
The financial statements of Quality Food Centers, Inc. ("QFC"), as of
December 30, 1995 and December 28, 1996 and for each of the three years in the
period ended December 28, 1996 included in the QFC Form 10-K/A for the year
ended December 28, 1996, dated July 23, 1997, have been audited by Deloitte &
Touche LLP (Seattle office), independent auditors, as stated in their report
included therein and incorporated herein by reference. Such financial statements
are incorporated herein by reference in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The consolidated balance sheets of Food 4 Less Holdings, Inc., as of
February 2, 1997, January 28, 1996 and January 29, 1995 and the related
consolidated statements of operations, cash flows and stockholders' equity for
the 53 weeks ended February 2, 1997, the 52 weeks ended January 28, 1996, and
the 31 weeks ended January 29, 1995 and the 52 weeks ended June 25, 1994 and the
related financial schedules incorporated by reference in this Prospectus, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in giving said
reports.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by registrant in connection with
the sale of the Debt Securities being registered. All amounts are estimates
except the registration fee.
Registration fee (a)...................................$ 590,000
Legal fees and expenses (b)............................ 200,000
Rating Agencies - Shelf Registration and Takedown...... 100,000
Accounting fees and expenses........................... 50,000
Trustee................................................ 8,000
Printing and engraving ................................ 250,000
Miscellaneous.......................................... 100,000
----------
Total...........................................$1,298,000
----------------
(a) SEC registration fee is calculated by multiplying the aggregate offering
amount by .000295.
(b) Issuer's Counsel only.
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware GCL") grants each corporation the power to indemnify officers and
directors under certain circumstances. Article V of the Company's Amended and
Restated Bylaws (the "Bylaws") provides for indemnification to the fullest
extent permitted by Section 145.
As authorized by Section 102 of the Delaware GCL, the Company has included
in its Certificate of Incorporation a provision eliminating the liability of a
director to the Company or its stockholders for monetary damages for breaches of
a director's fiduciary duty to the Company. Liability may not be and has not
been limited for breaches of the duty of loyalty, intentional misconduct,
distributions made in contravention of Section 174 of the Delaware GCL or for
any transaction in which a director derives an improper personal benefit.
The Company has a directors and officers liability insurance policy, under
certain circumstances, insures its directors and officers against the costs of
defense, settlement or payment of a judgment.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any agreement, vote of stockholders or directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 16. Exhibits
*1.1 Form of Underwriting Agreement
2.1 FM/QFC Merger Agreement (incorporated by reference to Exhibit 99.1 to
the Company's Report on Form 8-K, filed November 6, 1997)
2.2 FM/FFL Merger Agreement (incorporated by reference to Exhibit 99.2 to
the Company's Report on Form 8-K, filed November 6, 1997)
4 Form of Indenture
**5 Opinion by Stoel Rives LLP Regarding Legality of Debt Securities
12 Statement Regarding Computation of Ratios
II-1
23.1 Consent of Deloitte & Touche LLP (Portland)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP (Seattle)
23.4 Consent of Stoel Rives LLP (See Exhibit 5)
24 Power of Attorney (See also signature page of this Registration
Statement)
25 Statement of Eligibility of Trustee
* To be filed in Company's Form 8-K Report.
** To be filed by Amendment.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective.
(d) The undersigned Registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the high or low end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
II-2
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(f) The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.
II-3
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Fred Meyer, Inc., and the Co-Registrants named below, certify that they have
reasonable grounds to believe that they meet all of the requirements for filing
on Form S-3 and have duly caused this registration statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the City of
Portland, State of Oregon, on January 20, 1998.
FRED MEYER, INC.
By: DAVID R. JESSICK
-------------------------------------
David R. Jessick
Senior Vice President and
Assistant Secretary
CO-REGISTRANTS
Fred Meyer Stores, Inc.
Smith's Food & Drug Centers, Inc.
By: KENNETH THRASHER
-------------------------------------
Kenneth Thrasher
Executive Vice President
B&B Stores, Inc.
B&B Pharmacy, Inc.
CB&S Advertising Agency, Inc.
Distribution Trucking Company
FM, Inc.
FM Holding Corporation
Grand Central, Inc.
FM Retail Services, Inc.
Fred Meyer, Inc., a Washington
corporation
Fred Meyer of Alaska, Inc.
Fred Meyer of California, Inc.
Fred Meyer Jewelers, Inc.
Merksamer Jewelers, Inc.
Roundup Co.
JH Properties, Inc.
Compare, Inc.
Saint Lawrence Holding Company
Smith's Beverage of Wyoming, Inc.
Smitty's Supermarkets, Inc.
Smitty's Equipment Leasing, Inc.
Smitty's Super Valu, Inc.
Western Property Investment
Group, Inc.
By: KENNETH THRASHER
--------------------------------------
Kenneth Thrasher
Vice President
II-4
Treasure Valley Land Company, L.C.
By: Smith's Food and Drug Centers,
Inc. its member
By: KENNETH THRASHER
-------------------------------------
Kenneth Thrasher
Executive Vice President
Richie's, Inc.
By: ROGER A. COOKE
-------------------------------------
Roger A. Cooke
Vice President
Quality Food Centers, Inc.
Hughes Markets, Inc.
Hughes Realty, Inc.
KU Acquisition Corporation
Second Story, Inc.
Quality Food, Inc.
Quality Food Holdings, Inc.
QFC Sub, Inc.
By: MARC W. EVANGER
-------------------------------------
Marc W. Evanger
Senior Vice President, Finance &
Administration
Food 4 Less Holdings, Inc.
Ralphs Grocery Company
Alpha Beta Company
Bay Area Warehouse Stores, Inc.
Bell Markets, Inc.
Cala Co.
Cala Foods, Inc.
Crawford Stores, Inc.
Falley's, Inc.
Food 4 Less of California, Inc.
Food 4 Less of Southern California, Inc.
Food 4 Less Merchandising, Inc.
Food 4 Less GM, Inc.
By: JOHN STANDLEY
-------------------------------------
John Standley
Senior Vice President and Chief
Financial Officer
II-5
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the following
capacities effective on January 20, 1998.
REGISTRANT OFFICERS AND DIRECTORS
Signature Title
ROBERT G. MILLER
----------------------------------- Director, President and
Robert G. Miller Chief Executive Officer
(Principal Executive Officer)
KENNETH THRASHER
----------------------------------- Executive Vice President
Kenneth Thrasher (Principal Administrative Officer)
DAVID R. JESSICK
----------------------------------- Senior Vice President and
David R. Jessick Assistant Secretary
(Principal Financial Officer)
RONALD W. BURKLE Chairman
-----------------------------------
Ronald W. Burkle
VIVIAN A. BULL Director
-----------------------------------
Vivian A. Bull
JAMES J. CURRAN Director
-----------------------------------
James J. Curran
A.M. GLEASON Director
-----------------------------------
A.M. Gleason
BRUCE KARATZ Director
-----------------------------------
Bruce Karatz
JOHN G. KING Director
-----------------------------------
John G. King
ROGER S. MEIER Director
-----------------------------------
Roger S. Meier
STEVEN R. ROGEL Director
-----------------------------------
Steven R. Rogel
II-6
FRED L. SMITH Director
-----------------------------------
Fred L. Smith
JEFF P. SMITH Director
-----------------------------------
Jeff P. Smith
II-7
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign one or more Form S-3 Registration
Statements under the Securities Act of 1933, prepared in connection with the
issuance and/or sale of Debt Securities of Fred Meyer, Inc., and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; granting unto said attorneys and agents, and
each of them, full power and authority to do any and all acts and things
necessary or advisable to be done, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the following
capacities effective on January 20, 1998.
CO-REGISTRANT OFFICERS AND DIRECTORS
Signature Title Date
Fred Meyer Stores, Inc.
ROBERT G. MILLER
------------------------------ Director, President and January 19, 1998
Robert G. Miller Chief Executive Officer
(Principal Executive Officer)
DAVID R. JESSICK
------------------------------ Senior Vice President January 19, 1998
David R. Jessick Assistant Secretary
(Principal Financial Officer)
JAMES C. AALBERG
------------------------------ Vice President and January 19, 1998
James C. Aalberg Treasurer
(Principal Accounting Officer)
KENNETH THRASHER
------------------------------ Director and Executive January 19, 1998
Kenneth Thrasher Vice President
ROGER A. COOKE
------------------------------ Director, Senior Vice January 19, 1998
Roger A. Cooke President and Secretary
II-8
B&B Stores, Inc.
B&B Pharmacy, Inc.
CB&S Advertising Agency, Inc.
Distribution Trucking Company
FM, Inc.
FM Holding Corporation
Grand Central, Inc.
FM Retail Services, Inc.
Fred Meyer, Inc., a Washington
corporation
Fred Meyer of Alaska, Inc.
Roundup Co.
ROBERT G. MILLER
------------------------------ Director and President January 19, 1998
Robert G. Miller (Principal Executive Officer)
JAMES C. AALBERG
------------------------------ Vice President and January 19, 1998
James C. Aalberg Treasurer
(Principal Financial and
Accounting Officer)
KENNETH THRASHER
------------------------------ Director, Vice January 19, 1998
Kenneth Thrasher President and Assistant
Secretary
ROGER A. COOKE Director, Vice January 19, 1998
------------------------------ President and Secretary
Roger A. Cooke
Fred Meyer of California, Inc.
ROBERT G. MILLER
------------------------------ Director and President January 19, 1998
Robert G. Miller (Principal Executive Officer)
DAVID R. JESSICK
------------------------------ Vice President January 19, 1998
David R. Jessick (Principal Financial Officer)
JAMES C. AALBERG
------------------------------ Vice President and January 19, 1998
James C. Aalberg Treasurer
(Principal Accounting Officer)
KENNETH THRASHER
------------------------------ Director, Vice President January 19, 1998
Kenneth Thrasher and Assistant Secretary
ROGER A. COOKE
------------------------------ Director, Vice President January 19, 1998
Roger A. Cooke and Secretary
II-9
Fred Meyer Jewelers, Inc.
Merksamer Jewelers, Inc.
MICHAEL H. DON
------------------------------ Director and Chief January 19, 1998
Michael H. Don Executive Officer
(Principal Executive Officer)
DAVID R. JESSICK
------------------------------ Vice President and January 19, 1998
David R. Jessick Chief Financial Officer
(Principal Financial Officer)
JAMES C. AALBERG
------------------------------ Vice President and January 19, 1998
James C. Aalberg Treasurer
(Principal Accounting Officer)
EDWARD A. DAYOOB Director and President January 19, 1998
-----------------------------
Edward A. Dayoob
KENNETH THRASHER
------------------------------ Director, Vice President January 19, 1998
Kenneth Thrasher and Assistant Secretary
JH Properties, Inc.
ROBERT G. MILLER
------------------------------ Director and President January 19, 1998
Robert G. Miller (Principal Executive Officer)
KENNETH THRASHER Director and Vice January 19, 1998
------------------------------ President
Kenneth Thrasher
ROGER A. COOKE
------------------------------ Director, Vice President January 19, 1998
Roger A. Cooke and Secretary
II-10
Smith's Food & Drug Centers, Inc.
ROBERT G. MILLER
------------------------------ Director, Chief Executive January 19, 1998
Robert G. Miller Officer and President
(Prinicipal Executive Officer)
DAVID R. JESSICK Senior Vice President January 19, 1998
------------------------------ (Principal Financial Officer)
David R. Jessick
ROBERT B. DIMOND Vice President and January 19, 1998
------------------------------ Treasurer
Robert B. Dimond (Principal Accounting Officer)
KENNETH THRASHER Director and Executive January 19, 1998
------------------------------ Vice President
Kenneth Thrasher
ROGER A. COOKE Director, Senior Vice January 19, 1998
------------------------------ President and Secretary
Roger A. Cooke
Compare, Inc.
Saint Lawrence Holding Company
Smith's Beverage of Wyoming, Inc.
Smitty's Supermarkets, Inc.
Smitty's Equipment Leasing, Inc.
Smitty's Super Valu, Inc.
Western Property Investment
Group, Inc.
ROBERT G. MILLER Director and President January 19, 1998
------------------------------ (Principal Executive Officer)
Robert G. Miller
ROBERT B. DIMOND Vice President and January 19, 1998
------------------------------ Treasurer (Principal Financial
Robert B. Dimond and Accounting Officer)
KENNETH THRASHER Director and Vice President January 19, 1998
------------------------------
Kenneth Thrasher
ROGER A. COOKE Director, Vice President January 19, 1998
------------------------------ and Secretary
Roger A. Cooke
Richie's, Inc.
ROGER A. COOKE Director, Vice President January 19, 1998
------------------------------ and Secretary
Roger A. Cooke
DALE SCHIER Director and President January 19, 1998
------------------------------ (Principal Executive Officer)
Dale Schier
KEITH C. LARSON Director and Vice President January 19, 1998
------------------------------ (Principal Financial and
Keith C. Larson Accounting Officer)
II-11
Treasure Valley Land Company, L.C.
ROBERT G. MILLER Director, Smith's Food January 14, 1998
------------------------------ & Drug Centers, Inc.
Robert G. Miller
KENNETH THRASHER Director, Smith's Food January 14, 1998
------------------------------ & Drug Centers,Inc.
Kenneth Thrasher
ROGER A. COOKE Director, Smith's Food January 14, 1998
------------------------------ & Drug Centers, Inc.
Roger A. Cooke
II-12
KNOW ALL MEN BY THESE PRESENTS that prior to the completion of the merger
of certain of the Company's subsidiaries with and into Quality Food Centers,
Inc. and Food 4 Less Holdings, Inc., the undersigned constitutes and appoints
George G. Golleher, John Standley, Christopher S. Hall, Greg Mays and each of
them, his true and lawful attorneys and agents, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign one or more Form S-3 Registration Statements under the
Securities Act of 1933, prepared in connection with the issuance and/or sale of
Debt Securities of Fred Meyer, Inc., and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission; granting unto said attorneys and agents, and each of them,
full power and authority to do any and all acts and things necessary or
advisable to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys and
agents or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Upon completion of the merger of certain of the Company's subsidiaries with
and into Quality Food Centers, Inc. and Food 4 Less Holdings, Inc., the
undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher, David
R. Jessick, and Roger A. Cooke, and each of them, his true and lawful attorneys
and agents, with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign one or more Form
S-3 Registration Statements under the Securities Act of 1933, prepared in
connection with the issuance and/or sale of Debt Securities of Fred Meyer, Inc.,
and any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the following
capacities on the date hereof.
Food 4 Less Holdings, Inc.
GEORGE G. GOLLEHER Director and Chief January 14, 1998
------------------------------ Executive Officer
George G. Golleher (Principal Executive Officer)
JOHN STANDLEY Senior Vice President January 14, 1998
------------------------------ and Chief Financial Officer
John Standley (Principal Financial Officer)
CHRISTOPHER S. HALL Group Vice President January 14, 1998
------------------------------ and Chief Accounting Officer
Christopher S. Hall (Principal Accounting Officer)
RONALD W. BURKLE Chairman of the Board January 14, 1998
------------------------------ of Directors
Ronald W. Burkle
JOE S. BURKLE Director and Executive January 14, 1998
------------------------------ Vice President
Joe S. Burkle
PATRICK L. GRAHAM Director January 14, 1998
------------------------------
Patrick L. Graham
ROBERT I. BERNSTEIN Director January 14, 1998
------------------------------
Robert I. Bernstein
II-13
LAWRENCE KALANTARI Director January 14, 1998
------------------------------
Lawrence Kalantari
JOHN H. KISSICK Director January 14, 1998
------------------------------
John H. Kissick
PETER P. COPSES Director January 14, 1998
------------------------------
Peter P. Copses
ROBERT D. BEYER Director January 14, 1998
------------------------------
Robert D. Beyer
Ralphs Grocery Company
GEORGE G. GOLLEHER Director and Chief January 14, 1998
------------------------------ Executive Officer
George G. Golleher (Principal Executive Officer)
JOHN STANDLEY Senior Vice President January 14, 1998
------------------------------ Chief Financial Officer
John Standley (Principal Financial Officer)
CHRISTOPHER S. HALL Group Vice President January 14, 1998
------------------------------ and Chief Accounting Officer
Christopher S. Hall (Principal Accounting Officer)
RONALD W. BURKLE Chairman of the Board January 14, 1998
------------------------------ of Directors
Ronald W. Burkle
JOE S. BURKLE Director and Executive January 14, 1998
------------------------------ Vice President
Joe S. Burkle
PATRICK L. GRAHAM Director January 14, 1998
------------------------------
Patrick L. Graham
ROBERT I. BERNSTEIN Director January 14, 1998
------------------------------
Robert I. Bernstein
LAWRENCE KALANTARI Director January 14, 1998
------------------------------
Lawrence Kalantari
JOHN H. KISSICK Director January 14, 1998
------------------------------
John H. Kissick
PETER P. COPSES Director January 14, 1998
------------------------------
Peter P. Copses
ROBERT D. BEYER Director January 14, 1998
------------------------------
Robert D. Beyer
II-14
Alpha Beta Company
RONALD W. BURKLE Chairman and Chief January 14, 1998
------------------------------ Executive Officer
Ronald W. Burkle (Principal Executive Officer)
JOHN STANDLEY Senior Vice President and January 14, 1998
------------------------------ Chief Financial Officer
John Standley (Principal Financial Officer)
CHRISTOPHER S. HALL Vice President and January 14, 1998
------------------------------ Controller
Christopher S. Hall (Principal Accounting Officer)
GEORGE G. GOLLEHER Director and President January 14, 1998
------------------------------
George G. Golleher
Bay Area Warehouse Stores, Inc.
Cala Co.
Food 4 Less of California, Inc.
Food 4 Less of Southern California, Inc.
Food 4 Less Merchandising, Inc.
Food 4 Less GM, Inc.
GEORGE G. GOLLEHER Director, Chief Executive January 14, 1998
------------------------------ Officer and President
George G. Golleher (Principal Executive Officer)
JOHN STANDLEY Senior Vice President and January 14, 1998
------------------------------ Chief Financial Officer
John Standley (Principal Financial Officer)
CHRISTOPHER S. HALL Vice President and January 14, 1998
------------------------------ Controller
Christopher S. Hall (Principal Accounting Officer)
RONALD W. BURKLE Chairman of the Board January 14, 1998
------------------------------ of Directors
Ronald W. Burkle
Bell Markets, Inc.
Cala Foods, Inc.
Crawford Stores, Inc.
GEORGE G. GOLLEHER Director and Chief January 14, 1998
------------------------------ Executive Officer
George G. Golleher (Principal Executive Officer)
JOHN STANDLEY Senior Vice President and January 14, 1998
------------------------------ Chief Financial Officer
John Standley (Principal Financial Officer)
CHRISTOPHER S. HALL Vice President and January 14, 1998
------------------------------ Controller
Christopher S. Hall (Principal Accounting Officer)
RONALD W. BURKLE Chairman of the Board of January 14, 1998
------------------------------ Directors
Ronald W. Burkle
II-15
Falley's, Inc.
JOE S. BURKLE Chief Executive Officer January 14, 1998
------------------------------ (Principal Executive Officer)
Joe S. Burkle
JOHN STANDLEY Senior Vice President and January 14, 1998
------------------------------ Chief Financial Officer
John Standley (Principal Financial Officer)
CHRISTOPHER S. HALL Vice President and January 14, 1998
------------------------------ Controller
Christopher S. Hall (Principal Accounting Officer)
RONALD W. BURKLE Chairman of the Board January 14, 1998
------------------------------ of Directors
Ronald W. Burkle
GEORGE G. GOLLEHER Director and Executive January 14, 1998
------------------------------ Vice President
George G. Golleher
II-16
KNOW ALL MEN BY THESE PRESENTS that prior to the completion of the merger
of Q-Acquisition Corp. with Quality Food Centers, Inc., the undersigned
constitutes and appoints Marc W. Evanger and Dan Kourkoumelis and each of them,
his true and lawful attorneys and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign one or more Form S-3 Registration Statements under the
Securities Act of 1933, prepared in connection with the issuance and/or sale of
Debt Securities of Fred Meyer, Inc., and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission; granting unto said attorneys and agents, and each of them,
full power and authority to do any and all acts and things necessary or
advisable to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys and
agents or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Upon completion of the merger of Q-Acquisition Corp. with Quality Food
Centers, Inc., the undersigned constitutes and appoints Robert G. Miller,
Kenneth Thrasher, David R. Jessick, and Roger A. Cooke and each of them, his
true and lawful attorneys and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign one or more Form S-3 Registration Statements under the
Securities Act of 1933, prepared in connection with the issuance and/or sale of
Debt Securities of Fred Meyer, Inc., and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission; granting unto said attorneys and agents, and each of them,
full power and authority to do any and all acts and things necessary or
advisable to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys and
agents or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the following
capacities on the date hereof.
Quality Food Centers, Inc.
CHRISTOPHER A. SINCLAIR Director, President and January 19, 1998
------------------------------ Chief Executive Officer
Christopher A. Sinclair (Principal Executive Officer)
MARC W. EVANGER Senior Vice President, January 19, 1998
------------------------------ Finance and Administration
Marc W. Evanger (Principal Financial and
Accounting Officer)
STUART M. SLOAN Chairman of the Board January 19, 1998
------------------------------ of Directors
Stuart M. Sloan
JOHN W. CREIGHTON, JR. Director January 19, 1998
------------------------------
John W. Creighton, Jr.
ROGER K. HUGHES Director January 19, 1998
------------------------------
Roger K. Hughes
DAN KOURKOUMELIS Director January 19, 1998
------------------------------
Dan Kourkoumelis
MAURICE F. OLSON Director January 19, 1998
------------------------------
Maurice F. Olson
MARC H. RAPAPORT Director January 19, 1998
------------------------------
Marc H. Rapaport
SHELI Z. ROSENBERG Director January 19, 1998
------------------------------
Sheli Z. Rosenberg
II-17
RONALD A. WEINSTEIN Director January 19, 1998
------------------------------
Ronald A. Weinstein
SAMUEL ZELL Director January 19, 1998
------------------------------
Samuel Zell
Quality Food, Inc.
Quality Food Holdings, Inc.
CHRISTOPHER A. SINCLAIR President and Chief January 19, 1998
------------------------------ Executive Officer
Christopher A. Sinclair (Principal Executive Officer)
MARC W. EVANGER Vice President and Chief January 19, 1998
------------------------------ Financial Officer
Marc W. Evanger (Principal Financial and
Accounting Officer)
SAMUEL ZELL Director January 19, 1998
------------------------------
Samuel Zell
SHELI Z. ROSENBERG Director January 19, 1998
------------------------------
Sheli Z. Rosenberg
QFC Sub, Inc.
MARC W. EVANGER President and Secretary January 19, 1998
------------------------------ (Principal Executive Officer)
Marc W. Evanger
SAMUEL ZELL Director January 19, 1998
------------------------------
Samuel Zell
SHELI Z. ROSENBERG Director January 19, 1998
------------------------------
Sheli Z. Rosenberg
Hughes Markets, Inc.
DAN KOURKOUMELIS President and Chief January 19, 1998
------------------------------ Executive Officer
Dan Kourkoumelis (Principal Executive Officer)
DAVID OLIVER Director, Chief Financial January 19, 1998
------------------------------ Officer
David Oliver (Principal Financial Officer)
STEVE STRICKLER Corporate Treasurer January 19, 1998
------------------------------ (Principal Accounting Officer)
Steve Strickler
CHRISTOPHER A. SINCLAIR Director January 19, 1998
------------------------------
Christopher A. Sinclair
MARC W. EVANGER Director January 19, 1998
------------------------------
Marc W. Evanger
STUART M. SLOAN Director January 19, 1998
------------------------------
Stuart M. Sloan
ROGER K. HUGHES Chairman of the Board January 19, 1998
------------------------------ of Directors
Roger K. Hughes
II-18
Hughes Realty, Inc.
ROGER K. HUGHES Director and Chief January 19, 1998
------------------------------ Executive Officer
Roger K. Hughes (Principal Executive Officer)
ALLAN P. BRENNAN Director and Chief January 19, 1998
------------------------------ Financial Officer
Allan P. Brennan (Principal Financial and
Accounting Officer)
PAUL A. HUGHES Director and Secretary January 19, 1998
------------------------------
Paul A. Hughes
KU Acquisition Corporation
DAN KOURKOUMELIS Director and President January 19, 1998
------------------------------ (Principal Executive Officer)
Dan Kourkoumelis
MARC W. EVANGER Director, Vice President, January 19, 1998
------------------------------ Secretary and Treasurer
Marc W. Evanger (Principal Financial Officer)
Second Story, Inc.
MARC W. EVANGER Director, President and January 19, 1998
------------------------------ Secretary
Marc W. Evanger (Principal Executive and
Financial Officer)
II-19
INDEX TO EXHIBITS
Exhibit No. Exhibit
*1.1 Form of Underwriting Agreement
2.1 FM/QFC Merger Agreement (incorporated by reference
to Exhibit 99.1 to the Company's Report on Form 8-K,
filed November 6, 1997)
2.2 FM/FFL Merger Agreement (incorporated by reference
to Exhibit 99.2 to the Company's Report on Form 8-K,
filed November 6, 1997)
4 Form of Indenture
**5 Opinion by Stoel Rives LLP Regarding Legality of
Debt Securities
12 Statement Regarding Computation of Ratios
23.1 Consent of Deloitte & Touche LLP (Portland)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP (Seattle)
23.4 Consent of Stoel Rives LLP (See Exhibit 5)
24 Powers of Attorney (See also signature page of this
Registration Statement)
25 Statement of Eligibility of Trustee
* To be filed in Company's Form 8-K Report.
** To be filed by Amendment.
Dates Referenced Herein and Documents Incorporated by Reference
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