-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GANUlrh4lkfjgYdCTthKzlE8GuYu6K/RuZ8bWwBFyID2qua9bW2r7EwXkd49A8b/ fedXY0+kOZRLPFHjIGzEPQ== 0000893877-97-000507.txt : 19970912 0000893877-97-000507.hdr.sgml : 19970912 ACCESSION NUMBER: 0000893877-97-000507 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970908 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEYER SMITH HOLDCO INC CENTRAL INDEX KEY: 0001043273 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 911826443 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-13339 FILM NUMBER: 97676976 BUSINESS ADDRESS: STREET 1: 3800 SE 22ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97202 BUSINESS PHONE: 5032328844 MAIL ADDRESS: STREET 1: 3800 SE 22ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97202 8-A12B 1 FORM 8-A12B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------- MEYER-SMITH HOLDCO, INC. (Name to be changed to Fred Meyer, Inc.) (Exact name of registrant as specified in its charter) Delaware 91-1826443 (State of incorporation (I.R.S. Employer or organization) Identification Number) 3800 SE 22nd Avenue, Portland, Oregon 97202 (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-32927 (if applicable). Securities to be registered pursuant to Section 12(b) of the Act: ----------------------------------------------------------------- Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: ----------------------------------------------------------------- None ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The information under the caption "Description of Holdings Capital Stock" in the Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of the Registration Statement on Form S-4 (No. 333-32927), filed with the Securities and Exchange Commission by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is incorporated herein by reference. ITEM 2. EXHIBITS Exhibit Number Description ------- ----------- 3.1 Restated Certificate of Incorporation of Meyer-Smith Holdco, Inc. Incorporated by reference to Appendix D to the Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of the Registration Statement on Form S-4 (No. 333-32927), filed with the Securities and Exchange Commission by the Registrant. 3.2 Bylaws of Meyer-Smith Holdco, Inc. Incorporated by reference to Appendix E to the Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of the Registration Statement on Form S-4 (No. 333-32927), filed with the Securities and Exchange Commission by the Registrant. 4.1 Specimen Stock Certificate. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MEYER-SMITH HOLDCO, INC. By: KENNETH THRASHER ------------------------------------- Kenneth Thrasher Executive Vice President Date: September 8, 1997. 3 EXHIBIT INDEX Exhibit Number Description ------- ----------- 3.1 Restated Certificate of Incorporation of Meyer-Smith Holdco, Inc. Incorporated by reference to Appendix D to the Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of the Registration Statement on Form S-4 (No. 333-32927), filed with the Securities and Exchange Commission by the Registrant. 3.2 Bylaws of Meyer-Smith Holdco, Inc. Incorporated by reference to Appendix E to the Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of the Registration Statement on Form S-4 (No. 333-32927), filed with the Securities and Exchange Commission by the Registrant. 4.1 Specimen Stock Certificate. 4 EX-4.1 2 SPECIMEN STOCK CERTIFICATE Temporary Certificate - Exchangeable for Definitive Certificate When Ready for Delivery FRED MEYER, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Number Shares - ------------ ------------ NY THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY COMMON STOCK See Reverse For Certain Definitions Par Value $.01 Per Share CUSIP 592907 10 9 This certifies that SPECIMEN is the registered owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF FRED MEYER, INC. transferable on the books of the Corporation by the registered owner hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: ROGER A. COOKE ROBERT G. MILLER Secretary President [SEAL] Countersigned and Registered: THE BANK OF NEW YORK Transfer Agent And Registrar By Authorized Signature FRED MEYER, INC. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -- _________Custodian __________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act ________________________________ in common (State) UNIF TRF MIN ACT -- ________ Custodian (until age ___) (Cust) _______________ under Uniform Transfers (Minor) to Minors Act _______________________ (State)
Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _____________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- | | | | - -------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- _________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated _________________________ X _________________________________________ X _________________________________________ THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS NOTICE: WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By ________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----