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Smiths Food & Drug Centers Inc – ‘10-K/A’ for 12/28/96

As of:  Wednesday, 8/6/97   ·   For:  12/28/96   ·   Accession #:  850309-97-18   ·   File #:  1-10252

Previous ‘10-K’:  ‘10-K/A’ on 4/7/97 for 12/28/96   ·   Latest ‘10-K’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size

 8/06/97  Smiths Food & Drug Centers Inc    10-K/A     12/28/96    3:105K

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            13±    63K 
 2: EX-13.1     Annual or Quarterly Report to Security Holders        30±   132K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 


10-K/A   —   Amendment to Annual Report
Document Table of Contents

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11st Page   -   Filing Submission
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 1996 (fifty-two weeks) Commission File Number: 001-10252 SMITH'S FOOD & DRUG CENTERS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0258768 (State of incorporation) (I.R.S. Employer Identification No.) 1550 South Redwood Road, Salt Lake City, UT 84104 (Address of principal executive offices) (Zip Code) (801) 974-1400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Class B Common Stock, $.01 par value New York Stock Exchange (Title of each class) (Name of each exchange on which registered) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Annual Report on Form 10-K or any amendment to this Annual Report on Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the last sale price of the Class B Common Stock on February 27, 1997: $327,626,117 Number of shares outstanding of each class of common stock as of February 27, 1997: Class A 4,272,308 Class B 11,529,922 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's definitive Proxy Statement in connection with the Company's 1997 Annual Meeting of Stockholders to be held on April 23, 1997 are incorporated by reference into Part III of this Form 10-K.
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PART I Item 1. Business Smith's Food & Drug Centers, Inc. (the "Company") is a regional supermarket and drug store chain operating in the Intermountain and Southwestern regions of the United States. As of December 28, 1996 the Company operated 150 stores in Arizona, Idaho, New Mexico, Nevada, Texas, Utah and Wyoming. The Company was founded in 1948 and reincorporated under Delaware law in 1989. The Company's Class B Common Stock, par value $.01 per share ("Class B Common Stock") is traded on the New York Stock Exchange under the symbol "SFD". The Company develops and operates combination food and drug centers which offer one-stop shopping convenience through a full- line supermarket with drug and pharmacy departments and some or all of the following specialty departments: delicatessens, hot prepared food sections, in-store bakeries, video rental shops, floral shops, one-hour photo processing labs, full-service banking and frozen yogurt shops. Through its 49 years of operations, the Company has developed a valuable and strategically located store base, strong name recognition, customer loyalty, and a reputation for quality and service. During 1996, the Company completed the following transactions designed to enhance stockholder value: CLOSURE OF SOUTHERN CALIFORNIA. Management determined that because of the attractive growth prospects in the Company's other principal markets and the competitive environment in Southern California, it would redeploy Company resources from California into such other markets. The Company has sold or leased 23 California stores and related equipment, six non-operating California properties, and its primary distribution facility in Riverside, California and has closed its remaining California stores (the "California Divestiture"). ACQUISITION OF SMITTY'S SUPERMARKETS, INC. On May 23, 1996, the Company acquired Smitty's Supermarkets, Inc. ("Smitty's") which became a wholly-owned subsidiary of the Company in a stock- for-stock exchange (the "Merger"). Smitty's was a regional supermarket company operating 28 stores (two of which were subsequently leased to other retailers) in the Phoenix and Tucson, Arizona areas. The Company issued 3,038,877 shares of the Company's Class B Common Stock for all of Smitty's outstanding common stock. Following the Merger, the Company consolidated its Arizona operations with those of Smitty's in order to enhance its market position in Arizona by expanding our store base. RECAPITALIZATION. The Company completed certain recapitalization transactions on May 23, 1996 including, among other things, (i) the purchase of approximately 50% of its outstanding Class A Common Stock, par value $.01 per share ("Class A Common Stock" and, together with the Class B Common Stock, the "Common Stock") and Class B Common Stock for $36 per share, excluding shares issued to the stockholders of Smitty's in connection with the Merger (the "Tender Offer"); (ii) the funding of a senior credit facility (the "Credit Facility") which provided $805 million aggregate principal amount of term loans and a $190 million revolving credit facility; and (iii) the issuance of $575 million principal amount of 11 1/4% Senior Subordinated Notes due 2007 (the "Notes"). NEW SENIOR MANAGEMENT. On May 23, 1996, the Company entered into a five-year management services agreement with The Yucaipa Companies ("Yucaipa"), a private investment group specializing in the acquisition and management of supermarket chains. Ronald W. Burkle, the managing general partner of Yucaipa, was appointed as Chief Executive Officer of the Company. In addition, Allen R. Rowland joined the Company on January 29, 1996 as President and Chief Operating Officer. Mr. Rowland was previously employed by Albertson's, Inc. for 25 years. Store Formats The Company operates three types of retail stores: (i) 143 food and drug combination stores; (ii) five warehouse stores; and (iii) two conventional supermarkets. The food and drug combination stores range in size from 33,000 to 112,000 square feet (with an average size of 68,900 square feet) and offer an extensive line of supermarket, non-food, and drug products. The Company's typical food and drug combination store offers approximately 50,000 SKUs, in comparison to approximately 20,000 SKUs offered at the average conventional supermarket nationwide. All stores carry a full line of supermarket products, including groceries, meat, poultry, produce, dairy products, bakery goods, frozen foods and health and beauty aids. In addition, combination stores carry a wide variety of general merchandise, including pharmaceutical products, toys, hardware, giftware, greeting cards, and small appliances. Within each category of merchandise, the stores offer multiple selections of nationally advertised brand name items. In addition, the stores carry an extensive selection of private label merchandise, which provides comparable quality products priced lower than national brands. The Company also carries a variety of bulk merchandise and generic brand products which enhance the Company's low price image. These stores feature modern layouts with wide aisles and well-lighted spaces to facilitate convenient shopping, a variety of specialty departments, and centralized checkout facilities. The Company's five price impact warehouse stores, operating under the PriceRite Grocery Warehouse name, average 53,000 square feet in size, and are targeted to price-conscious consumers rather than conventional supermarket consumers. The PriceRite stores offer lower overall prices, fewer SKUs , less front-end service and fewer peripheral departments than the Company's food and drug combination stores and conventional stores. The Company's two conventional stores average 26,000 square feet in size and have the appearance of traditional supermarkets. Store Development and Expansion Approximately 82% of the Company's stores have been newly built or remodeled over the past seven years. During the last five fiscal years, the Company invested approximately $92.4 million in distribution, processing and other support facilities (not including California operations). In an effort to further enhance its store base and increase sales, the Company has recently accelerated its store remodeling program. In fiscal 1996, the Company completed 11 store remodels and expects to remodel 29 additional stores in fiscal 1997. The Company's real estate department locates, acquires, and develops sites for future stores. The Company's 49 years of operations have allowed it to choose its store locations selectively as new residential areas have been developed. The Company believes that many of its stores are in developed areas where land values and the difficulties in locating suitable parcels would make it difficult to replicate the Company's existing store base. Giving effect to the California Divestiture, the Company owns 109 of its 150 stores, including the underlying land with respect to 98 of such owned stores, as of December 28, 1996. See "Item 2. Properties." In order to maximize its future capital expenditure resources, the Company intends to place a greater emphasis on leasing new stores. Merchandising The Company's merchandising strategy is to offer customers the ability to fulfill a significant portion of their daily and weekly shopping needs at one convenient location and to establish and promote its reputation as a low price leader in the trade area of each of its stores. The components of this merchandising strategy include: EVERYDAY LOW PRICING. The Company offers its products on an everyday low pricing ("EDLP") basis in all markets other than Phoenix and Tucson, where the Company offers a combination of EDLP and promotional pricing. The Company offers an EDLP program in most markets because the Company believes that it generally allows for higher overall profitability than a promotional pricing program. An EDLP program allows for more consistent prices over time than a promotional program, which entails variable pricing and higher levels of demand for sale products. As a result, EDLP simplifies inventory management and lowers operating costs. QUALITY CUSTOMER SERVICE. The Company believes a key to its success is its emphasis on quality customer service. The Company provides courteous and efficient customer service by placing a high degree of emphasis on employee training. Most stores have a customer service counter located near the store entrance to answer questions and to assist customers in locating merchandise. The Company also provides rapid in-store checkout services, aided by the use of computerized scanning devices and the bagging of groceries at checkout. In most locations, stores are open 24 hours each day. ADVERTISING AND PROMOTION. The Company reinforces its low price image through extensive television advertising and through print advertising in newspapers and circulars. The Company divides its advertising budgets in a similar manner across its markets, with approximately 70% committed to print advertising and approximately 30% committed to radio and television advertising. The Company also takes an active interest in the communities in which its stores are located and maintains programs designed to contribute funds, products, and manpower to local charities and civic groups. In the Phoenix market, the Company uses a dual banner "Smith's/Smitty's" advertising program. SPECIALTY DEPARTMENTS. Each combination store provides certain specialty departments designed to provide one-stop shopping convenience to customers and to increase the frequency with which customers return to the store. The specialty departments, which vary depending upon store size and location, include delicatessens with prepared food, full-service fresh fish and meat departments, bakeries, dry cleaning drop-off facilities, U.S. Post Office branches, pharmacies, video rental departments, take-out food counters, camera and photo departments with on-site film processing, floral departments, and in-store banking provided by a regional or local bank. PRIVATE LABEL PROGRAM. Through its private label program, the Company offers in excess of two thousand items under the "Smith's", "Smitty's", "Mountain Dairy", "Creek View", and other brand names. Such private label products provide customers with quality comparable to that of national brands but at lower prices. Management believes that the Company's private label program is one of the most successful programs in the industry. The Company's owned manufacturing and processing facilities, including its milk and beverage plants, cultured dairy products plant, ice cream processing plant, and frozen dough plant, supply the Company's stores with private label milk, milk products, fruit punches, sour cream, yogurt, cottage cheese, chip dip products, ice cream and novelty items, baked goods, and other products. These facilities allow the Company to generate gross margins on such private label items that are generally higher than on national brands. Operations The Company is divided into two major operating regions, the Intermountain Region and the Southwest Region, which are segmented into eight geographic districts. The Intermountain Region consists of stores in Utah, Nevada, Idaho, and Wyoming. The Southwest Region consists of stores in Arizona, New Mexico, and Texas. The regions and districts are staffed with operational managers who are given as much autonomy as possible while retaining the advantages of central control over accounting, real estate, legal, data processing, and other functions at the Company's headquarters. This operational autonomy enables management to react quickly to changes in local markets. District and store managers are responsible for store operations, local advertising formats, employee relations and development, customer relations, community affairs, and other functions relating to local operations. The regional staff includes supervisors responsible for the grocery, meat, produce, bakery, non-food, pharmacy, one-hour photo, deli, and prepared foods departments. Competition The supermarket industry is highly competitive and characterized by narrow profit margins. The Company's competitors include regional and national supermarket chains, independent and specialty grocers, drug and convenience stores, and the newer "alternative format" food stores, including warehouse club stores, deep discount drug stores and "supercenters". The Company's competitors continue to open new stores in the Company's existing markets. In addition, new competitors have entered some of the Company's markets in the past and could do so in the future. Supermarket chains generally compete on the basis of price, location, quality of products, service, product variety and store condition. The Company regularly monitors its competitors' prices and adjusts its prices and marketing strategy as management deems appropriate in light of existing conditions. Some of the Company's competitors have greater financial resources than the Company and could use those resources to take steps which could adversely affect the Company's competitive position. The Company's principal supermarket competitors in the Salt Lake City market are Albertson's, Harmons, Ream's Food Stores, Fred Meyer , and Dan's Foods. In the Phoenix market, the Company's principal competitors include Fry's, Bashas Markets, Mega Foods, Safeway, Albertson's, and ABCO. In Albuquerque, the Company's principal competitors are Furr's, Jewel Osco, and Albertson's, and in Las Vegas, the Company's main competitors are Lucky, Albertson's, and Vons. The Company also competes with various drug chains and other non-food operators in each of its markets. Purchasing, Distribution and Processing The Company's procurement of food products is centralized on a regional basis at the distribution facilities located in Layton, Utah and Tolleson, Arizona. General merchandise is purchased centrally for the entire Company at its Salt Lake City distribution facility. Management of the Company's inventory procurement function is centralized to ensure consistency of purchasing activities and implementation of corporate-wide programs. Category managers located at each central distribution facility are responsible for volume purchasing, maintaining proper inventory levels, and coordinating local programs. Management believes that the Company will continue to achieve increased promotional allowances and discounts through a coordinated buying effort with Yucaipa-affiliated supermarket chains. The Company owns and operates one of the most modern and efficient backstage operations in the industry. The Company's warehousing, distribution, and processing facilities comprise approximately 3.0 million square feet. The Layton, Utah distribution facility supplies food and dairy products to all stores in the Intermountain region except for Las Vegas. The Salt Lake City, Utah distribution facility distributes the majority of non-food merchandise, pharmaceutical products, and certain bulk products to all stores in the Company. An integrated distribution and processing center in Tolleson, Arizona includes complete warehousing operations and a dairy processing plant. The facility supplies products to all stores in the Southwest Region and Las Vegas. The Company also operates two produce warehouses, one in Ontario, California and the other in Albuquerque, New Mexico. Approximately 80% of products sold in 1996 were shipped through the Company's distribution network. The Company transports food and merchandise from its distribution centers primarily through a Company-owned fleet of tractors and trailers to nearby stores and through common carriers for stores located at greater distances. As of December 28, 1996, the Company's owned fleet included 153 tractors and 352 trailers. The Company seeks to lower costs on shipments by taking advantage of backhauling opportunities where available. The Company's processing facilities located in Tolleson, Arizona and Layton, Utah produce a variety of products under the Company's private labels for distribution to Company stores. The Company's dairy plants process a variety of milk, milk products, and fruit punches. The Company's automated frozen dough plant produces frozen bakery goods for final baking at in-store bakeries. The Company's cultured dairy products plant produces sour cream, yogurt, cottage cheese and chip dip products. The Company's ice cream processing plant supplies all stores with Smith's private label ice cream and novelty items. The Company believes that its central distribution facilities provide several advantages. Management is able to control inventory levels throughout its system in order to maximize the Company's in-stock position, while at the same time optimizing the use of store shelf space. Costs of products are reduced through centralized volume purchases and effective management of transportation costs. Stores are also served more efficiently through central control of delivery schedules. By managing overall inventory levels, the Company seeks to maximize inventory turns and minimize investments in inventory. Information Systems and Technology The Company is currently supported by a full range of advanced management systems. The Company has implemented store-level management systems developed on UNIX in-store processors using the Informix relational database. This application includes direct store delivery store receiving, which allows goods to be scanned electronically upon arrival at each store receiving dock. This system also includes price verification and order entry using hand-held personal computers. Store checkout is supported by NCR point-of-sale scanning. The Company's stores are supported by pharmacy, video rental, labor scheduling and time and attendance systems which help the Company facilitate customer service while managing labor costs. The Company's buying operations are supported by the AS/400-based E3 forecasting and purchasing system which uses statistical models of seasonality, promotions and buying behavior to optimize inventory levels. The Company's distribution centers operate utilizing leading software of the Dallas Systems Company. The key components are the Distribution Center Management Control System, which is used for all inventory processing, and the Distribution Center Assignment Monitoring System ("DCAMS"), which is used for labor standards management. To increase operating efficiency and decrease labor costs, the DCAMS system transmits work assignments to lift drivers and order selectors through a radio-frequency terminal. The Company is currently installing the OMI purchasing and forecasting system which will be used for distribution center replenishment. The Company's computer operations and applications development activities are outsourced to Electronic Data Systems, Inc. Employees and Labor Relations The Company's policy is to train and develop its employees and promote from within. The Company generally prefers to promote its own employees to store manager positions. Management-level employees, including store department managers, participate in incentive compensation programs tied to financial performance (sales and EBITDA). Such compensation programs can represent significant percentages of each managers' total compensation. The Company believes that its employee retention rate is equal to or exceeds the industry average. At December 28, 1996, the Company employed approximately 20,200 persons, approximately 59% of whom were full-time and 41% of whom were part-time. Approximately 47% of the Company's employees are unionized. The Company's unionized employees work under 20 collective bargaining agreements with local labor unions, primarily in Arizona, Nevada and New Mexico. The collective bargaining agreemnts expire as follows: - 4 agreements covering approximately 4,900 employees expire during 1997. - 10 agreements covering approximatley 3,900 employees expire during 1998. - 3 agreements covering approximately 650 employees expire during 2001. - The reminaing 3 agreements covering approximatelly 100 employees expire during 1999 and 2000. Management of the Company believes that it will be able to renew existing agreements on terms acceptable to the Company. If it is unable to do so, however, there could be a material adverse effect on the Company's operations. The wages and benefits provided in the Company's collective bargaining agreements are substantially similar to those of its supermarket competitors. The Company has not experienced a work stoppage in the past ten years and considers its relations with its employees and labor unions to be satisfactory. Environmental Matters The Company is subject to a variety of environmental laws, rules, regulations and investigative or enforcement activities, as are other companies in the same or similar business. The Company believes it is in substantial compliance with such laws, rules and regulations. These laws, rules, regulations and agency activities change from time to time, and such changes may affect the ongoing business and operations of the Company. The Company, from time to time, has or may in the future receive requests from environmental regulatory authorities to provide information or to conduct investigation or remediation activities. None of the requests received to date are expected by management to have a material adverse effect on the Company's business. Governmental Regulation The Company is subject to regulation by a variety of governmental authorities, including federal, state and local agencies which regulate the distribution and sale of alcoholic beverages, pharmaceuticals, milk and other agricultural products, as well as various other food and drug items and also regulate trade practices, building standards, labor, health, safety and environmental matters. The Company, from time to time, receives inquiries from state and federal regulatory authorities with respect to its advertising practices, pricing policies and other trade practices. None of these inquiries, individually or in the aggregate, has resulted, or is expected by management to result, in any order, judgment, fine or other action that has, or would have, a material adverse effect on the business or financial position of the Company. Trade Names, Service Marks and Trademarks The Company uses a variety of trade names, service marks and trademarks in its business including "Smith's", "Smith's Food & Drug Centers", "Smitty's", "Mountain Dairy", "Creek View", "PriceRite", and numerous others. While the Company believes its trademarks are important to its business, except for "Smith's", "Smith's Food & Drug Centers", "Smitty's" and "PriceRite", the Company does not believe any of such trademarks are critical to its business. RISK FACTORS The following factors should be considered in addition to the other information contained in this Report or incorporated herein by reference in evaluating the Company and its business. Leverage and Debt Service At December 28, 1996, the Company's total debt and stockholders' equity (deficit) was approximately $1,349.4 million and $(122.2) million, respectively. As of December 28, 1996, the Company had approximately $166.9 million available under the Company's revolving credit facility (the "Revolver"). In addition, scheduled payments for fiscal 1997 under net leases of the Company and its subsidiaries will be approximately $36.3 million. The Company's ability to make scheduled payments of principal and interest on, or to refinance its indebtedness and to make scheduled payments under its operating leases depends on its future performance, which is subject to economic, financial, competitive and other factors which are, in part, beyond its control. Based upon the current level of operations, the Company believes that its cash flow from operations, together with borrowings under the Revolver and other sources of liquidity, will be adequate to meet the Company's anticipated requirements for working capital, capital expenditures, lease payments, interest payments and scheduled principal payments. There are no assurances, however, that the Company's business will continue to generate cash flow at or above current levels or that anticipated growth can be achieved. If the Company is unable to generate sufficient cash flow from operations in the future to service its debt and make necessary capital or other expenditures, or if its future cash flows are insufficient to amortize all required principal payments out of internally generated funds, the Company may be required to refinance all or a portion of its existing debt, sell assets or obtain additional financing. There are no assurances that any such refinancing or assets sales would be possible or that any additional financing could be obtained particularly in view of the Company's high level of debt. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." The Company's high level of debt and debt service requirements have several important effects on its future operations, including the following: (a) the Company has significant cash requirements to service debt, reducing funds available for operations and future business opportunities and increasing the Company's vulnerability to adverse general economic and industry conditions and competition; (b) the Company's leveraged position increases its vulnerability to competitive pressures; (c) the financial covenants and other restrictions contained in the Credit Facility and other agreements relating to the Company's indebtedness and in the indenture governing the Notes require the Company to meet certain financial tests and restrict its ability to borrow additional funds, to dispose of assets or to pay cash dividends on, or repurchase, preferred or common stock; and (d) funds available for working capital, capital expenditures, acquisitions and general corporate purposes are limited. The Company's continued growth depends, in part, on its ability to continue its expansion and store conversion efforts, and therefore its inability to finance capital expenditures through borrowed funds or otherwise could have a material adverse effect on the Company's future operations. Competition The supermarket industry is highly competitive and characterized by narrow profit margins. The Company's competitors include national and regional supermarket chains, independent and specialty grocers, drug and convenience stores and the newer "alternative format" food stores, including warehouse-style supermarkets, club stores, deep discount drug stores and "supercenters." The Company's competitors continue to open new stores in some of the Company's existing markets. In addition, new competitors have entered the Company's markets in the past and could do so in the future. Supermarket chains generally compete on the basis of price, location, quality of products, service, product variety and store condition. The Company regularly monitors its competitors and adjusts prices and marketing strategy as management deems appropriate in light of existing competitive conditions. Some of the Company's competitors have greater financial resources than the Company and could use those resources to take steps which could adversely affect the Company's competitive position. In addition, there can be no assurances that new competitors will not enter the Company's trade areas or that the Company can maintain its current market share in such areas. See "Business-Competition." Contingent Liabilities Relating to California Divestiture In connection with closing stores and otherwise redeploying assets, the Company has assigned leases and subleased stores and other facilities, including the sublease to Ralphs Grocery Company (an affiliate of Yucaipa) of the Company's Riverside, California distribution center and dairy plant and the assignment or sublease of eleven stores to various supermarket companies (including nine to Ralphs Grocery Company) in connection with the California Divestiture. Since the Company will generally remain either primarily or secondarily liable for the underlying lease obligations with respect to these stores and other facilities, the Company has a contingent liability to the extent the Company's sublessees or assignees default in the performance of their obligations under their respective subleases or assigned leases. See "Business." Forward-Looking Statements When used in this report, the words "estimate," "expect," "project," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks and uncertainties, including, but not limited to those discussed above, that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. All of these forward-looking statements are based on estimates and assumptions made by management of the Company, which although believed to be reasonable, are inherently uncertain and difficult to predict; therefore, undue reliance should not be placed upon such estimates. There can be no assurances that the growth, savings or other benefits anticipated in these forward-looking statements will be achieved. In addition, there can be no assurances that unforeseen costs and expenses or other factors will not offset or adversely affect the expected growth, cost savings or other benefits in whole or in part. INDEX TO EXHIBITS (Item 14(a)) Exhibit Number Document 13.1 Company's Annual Report to Stockholders for the fiscal year ended December 28, 1996 (selected pages only). 23.1 Consent of Ernst & Young LLP, Independent Auditors. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SMITH'S FOOD & DRUG CENTERS, INC. \s\ Matthew G. Tezak -------------------- Matthew G. Tezak Date: August 5, 1997 Senior Vice President and Chief Financial Officer (Principle Financial and Accounting Officer)

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Filed on:8/6/97
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