-----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, MycaX5+P6pzPmBkMNzSHbDMrNwRrLeihOgEWbgZL/p3DiX9mJutklQBydq6CoMwL oaqB6X+dgncRdnLgpahxqw== 0000893877-97-000508.txt : 19970912 0000893877-97-000508.hdr.sgml : 19970912 ACCESSION NUMBER: 0000893877-97-000508 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970909 EFFECTIVENESS DATE: 19970909 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRED MEYER INC CENTRAL INDEX KEY: 0001043273 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 911826443 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35199 FILM NUMBER: 97677292 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 FORMER COMPANY: FORMER CONFORMED NAME: MEYER SMITH HOLDCO INC DATE OF NAME CHANGE: 19970730 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 9, 1997 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------- FRED MEYER, INC. (Formerly named Meyer-Smith Holdco, Inc.) (Exact name of registrant as specified in its charter) -------------- Delaware 91-1826443 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 3800 SE 22nd Avenue Portland, Oregon 97202 (Address of Principal (Zip Code) Executive Offices) -------------- FM Stores, Inc. Amended 1990 Stock Incentive Plan FM Stores, Inc. 1983 Stock Option Plan Smith's Food & Drug Centers, Inc. Amended and Restated 1989 Stock Option Plan (Full title of plans) -------------- Roger A. Cooke Senior Vice President General Counsel and Secretary Fred Meyer, Inc. 3800 SE 22nd Avenue Portland, Oregon 97202 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 232-8844 Copy to: Margaret Hill Noto Stoel Rives LLP 900 SW Fifth Avenue, Suite 2300 Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount Amount Offering Aggregate of Regis- Title of Securities to Be Price Per Offering tration to Be Registered Registered(1) Share(1) Price(1) Fee - ------------------- ------------- --------- -------- --------- Common Stock 3,377,922 Shares $24.04 $80,188,901.88 $24,299.67 - --------------------------------------------------------------------------------------- (1) This Registration Statement registers the following shares: Name of Plan Number of Shares ------------ ---------------- FM Stores, Inc. Amended 1990 Stock Incentive Plan 2,411,739 FM Stores, Inc. 1983 Stock Option Plan 169,427 Smith's Food & Drug Centers, Inc. Amended and Restated 1989 Stock Option Plan 796,756 TOTAL 3,377,922 The proposed maximum offering price per share and the proposed maximum aggregate offering price were estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The estimated offering prices for the shares to be issued under the FM Stores, Inc. and Smith's Food & Drug Centers, Inc. plans were calculated based on the exercise prices of outstanding options granted under such plans.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. ---------------------------------------- The following documents filed by Fred Meyer, Inc. (the "Registrant") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Registrant's and its predecessors' latest annual reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Registrant's or its predecessors' latest fiscal year for which such statements have been filed. (b) All other reports of the Registrant and its predecessors filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the Common Stock contained in a registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. -------------------------- The information contained under the caption "Description of Holdings Capital Stock" in the Registrant's Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of the Registration Statement on Form S-4 (File No. 333-32927) and was filed by the Registrant with the Securities and Exchange Commission, attached as Exhibit 99 hereto (the "Joint Proxy Statement/Prospectus Excerpt") is incorporated herein by reference. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Not Applicable. II-1 Item 6. 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 VII.A of the Registrant's Certificate of Incorporation (the "Certificate") and Article V of the Registrant's Bylaws (the "Bylaws") provide for indemnification to the fullest extent permitted by Section 145. As authorized by Section 102 of the Delaware GCL, the Registrant has included in the Certificate a provision eliminating the liability of a director to the Registrant or its stockholders for monetary damages for breaches of a director's fiduciary duty to the Registrant. 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 Registrant has a directors and officers liability insurance policy that, 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. The Agreement and Plan of Reorganization and Merger (the "Merger Agreement") dated May 11, 1997 between Smith's Food & Drug Centers, Inc., a Delaware corporation ("Smith's"), and Fred Meyer, Inc., a Delaware corporaiton which has subsequently been renamed FM Stores, Inc. ("Fred Meyer"), provides that, from and after the time at which the merger (the "Merger") becomes effective (the "Effective Time"), the Registrant will indemnify, defend and hold harmless the current and former directors, officers and employees of Smith's, Fred Meyer and their respective subsidiaries (each, an "Indemnified Party") against all costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by the Merger Agreement and the Voting Agreements) to the fullest extent that such persons are indemnified under the laws of the State of Delaware and the certificates of incorporation and bylaws, as in effect on the date thereof, of Smith's, Fred Meyer and their respective subsidiaries or any existing indemnification agreement with either Fred Meyer or Smith's, and during such period, the Registrant shall advance expenses (including expenses related to enforcing the indemnity under the Merger Agreement) as incurred to the fullest extent permitted under applicable law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification with no bond or security to be required. Any determination required to be made with respect to whether an officer's or director's conduct complies with the II-2 standards set forth under Delaware law and any such certificate of incorporation or bylaws shall be made by independent counsel (which shall not be counsel that provides material services to the Registrant or its subsidiaries) selected by the Registrant and reasonably acceptable to such officer or director; provided, that in the absence of applicable Delaware judicial precedent to the contrary, such counsel, in making such determination, shall presume such officer's or director's conduct complied with such standard and the Registrant shall have the burden to demonstrate that such officer's or director's conduct failed to comply with such standard. In addition, the Merger Agreement provides that for a period of five years after the Effective Time, the Registrant will maintain officers' and directors' liability insurance covering the Indemnified Parties who are covered, in their capacities as current or former officers and directors, by Smith's or Fred Meyer's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to such Indemnified Parties than such existing insurance. Additionally, the Registrant is required to keep in effect provisions in its certificate of incorporation and bylaws providing for exculpation of director and officer liability and its indemnification of the indemnified parties to the fullest extent permitted under the Delaware GCL, which provisions will not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification. Pursuant to the Fred Meyer certificate of incorporation ("Fred Meyer Certificate") and bylaws ("Fred Meyer Bylaws"), Fred Meyer is obligated to indemnify its current and former directors and officers (the "Fred Meyer Indemnified Parties") to the fullest extent permitted under applicable law. Fred Meyer also maintains directors' and officers' liability insurance covering the Fred Meyer Indemnified Parties in their capacities as directors and officers of Fred Meyer. Upon consummation of the Merger, the Registrant will be obligated to indemnify the Fred Meyer Indemnified Parties to the fullest extent that the Fred Meyer Indemnified Parties are indemnified by Fred Meyer pursuant to the provisions of the Fred Meyer Certificate and the Fred Meyer Bylaws. In addition, for a period of five years after the Effective Time, the Registrant will maintain officers' and directors' liability insurance covering the Fred Meyer Indemnified Parties on terms substantially no less advantageous to the Fred Meyer Indemnified Parties than such existing insurance. Smith's has entered into Indemnification Agreements (the "Smith's Indemnification Agreements") with its current and former directors and officers (the "Smith's Indemnified Parties") which provide that Smith's shall indemnify the Smith's Indemnified Parties, to the fullest extent permitted under applicable law and Smith's certificate of incorporation and bylaws, against all liabilities incurred by reason of such person's status as a director or officer of Smith's. In addition, Smith's maintains directors' and officers' liability insurance covering the Smith's Indemnified Parties in their capacities as directors and officers of Smith's. II-3 Upon consummation of the Merger, the Registrant will be obligated to indemnify the Smith's Indemnified Parties to the fullest extent that the Smith's Indemnified Parties are indemnified by Smith's pursuant to the provisions of the Smith's Indemnification Agreements. In addition, for a period of five years after the Effective Time, the Registrant will maintain officers' and directors' liability insurance covering the Smith's Indemnified Parties on terms substantially no less advantageous to the Smith's Indemnified Parties than such existing insurance. Item 7. Exemption From Registration Claimed. ------------------------------------ Not Applicable. Item 8. Exhibits. --------- 5 Opinion of Stoel Rives LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Stoel Rives LLP (included in Exhibit 5). 24 Powers of Attorney. 99 Joint Proxy Statement/Prospectus Excerpt Item 9. Undertakings. ------------- (a) The Registrant will: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high 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 a 20% change in the II-4 maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (b) The 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 Securities 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 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 Securities Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon on September 9, 1997. FRED MEYER, INC. By: ROGER A. COOKE ------------------------------------ Roger A. Cooke Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 9, 1997. Signature Title - --------- ----- Principal Executive Officer: * ROBERT G. MILLER Chief Executive Officer and - ---------------------------------- President, and Director Robert G. Miller Principal Financial and Accounting Officer: * DAVID R. JESSICK Senior Vice President - ---------------------------------- and Chief Financial Officer David Jessick * VIVIAN A. BULL Director - ---------------------------------- Vivian A. Bull * RONALD W. BURKLE Director - ---------------------------------- Ronald W. Burkle II-6 * 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 * FRED L. SMITH Director - ---------------------------------- Fred L. Smith * JEFFREY P. SMITH Director - ---------------------------------- Jeffrey P. Smith * By: ROGER A. COOKE ---------------------------------- Roger A. Cooke Attorney-in-Fact II-7 EXHIBIT INDEX Exhibit Number Document Description - ------ -------------------- 5 Opinion of Stoel Rives LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Stoel Rives LLP (included in Exhibit 5). 24 Powers of Attorney. 99 Joint Proxy Statement/Prospectus Excerpt. II-8 EX-5 2 OPINION OF STOEL RIVES LLP Exhibit 5 September 9, 1997 Board of Directors Fred Meyer, Inc. 3800 SE 22nd Avenue Portland, Oregon 97202 We have acted as counsel for Fred Meyer, Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 3,377,922 shares of common stock (the "Shares") of the Company of which 2,411,739 shares are issuable in connection with the FM Stores, Inc. Amended 1990 Stock Incentive Plan, 169,427 shares are issuable in connection with the FM Stores, Inc. 1983 Stock Option Plan and 796,756 shares are issuable in connection with the Smith's Food & Drug Centers, Inc. Amended and Restated 1989 Stock Option Plan (collectively, the "Plans"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the state of Delaware; and 2. The Shares have been duly authorized and, when issued pursuant to the applicable Plan and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES LLP EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Fred Meyer, Inc. (the "Registrant") on Form S-8 of our report dated March 12, 1997, appearing in the Annual Report on Form 10-K of Fred Meyer, Inc., a Delaware corporation renamed FM Stores, Inc. and a subsidiary of the Registrant, for the year ended February 1, 1997, as amended by Forms 10-K/A dated May 20, 1997 and August 6, 1997. DELOITTE & TOUCHE LLP September 9, 1997 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) of Fred Meyer, Inc. (the "Registrant") of our report dated January 27, 1997, with respect to the consolidated financial statements of Smith's Food & Drug Centers, Inc., a subsidiary of the Registrant, incorporated by reference in its Annual Report (Form 10-K) for the year ended December 28, 1996, filed with the Securities and Exchange Commission and as amended by Forms 10-K/A dated April 7, 1997 and August 6, 1997. ERNST & YOUNG LLP Salt Lake City, Utah September 5, 1997 EX-24 5 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. RONALD W. BURKLE ----------------------------------------- Ronald W. Burkle Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. ROBERT G. MILLER ----------------------------------------- Robert G. Miller Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. BRUCE KARATZ ----------------------------------------- Bruce Karatz Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. JAMES J. CURRAN ----------------------------------------- James J. Curran Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. JOHN G. KING ----------------------------------------- John G. King Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. A.M. GLEASON ----------------------------------------- A.M. Gleason Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. ROGER S. MEIER ----------------------------------------- Roger S. Meier Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. VIVIAN A. BULL ----------------------------------------- Vivian A. Bull Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. STEVEN R. ROGEL ----------------------------------------- Steven R. Rogel Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. FRED L. SMITH ----------------------------------------- Fred L. Smith Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. JEFFREY P. SMITH ----------------------------------------- Jeffrey P. Smith Exhibit 24 POWER OF ATTORNEY (S-8) KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of them, the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Form S-8 Registration Statements under the Securities Act of 1933, prepared in connection with the issuance and/or sale of shares of Common Stock of Meyer-Smith Holdco, 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 or she 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. Dated: July 14, 1997. DAVID R. JESSICK ----------------------------------------- David R. Jessick EX-99 6 JOINT PROXY STATEMENT/PROSPECTUS EXCERPT Exhibit 99 JOINT PROXY STATEMENT/PROSPECTUS EXCERPT (The following Excerpt is from the Joint Proxy Statement/Prospectus dated August 6, 1997, which is part of the Registration Statement on Form S-4 (File No. 333-32927), filed by the Registrant with the Securities and Exchange Commission. Capitalized terms which are not defined herein shall have the meanings ascribed to them in the Joint Proxy Statement/Prospectus.) DESCRIPTION OF HOLDINGS CAPITAL STOCK The following description of the capital stock of Holdings, which is complete in all material respects, is subject, in all respects, and is qualified by reference to applicable Delaware law and to the provisions of the Holdings Certificate, a copy of which is attached hereto as Appendix D, and is incorporated herein by reference. Authorized Capital Stock The authorized capital stock of Holdings upon completion of the Merger will consist of 400,000,000 shares of Holdings Common Stock, and 100,000,000 shares of preferred stock, $.01 par value per share (the "Holdings Preferred Stock"). Based upon shares of Common Stock of Fred Meyer and Smith's outstanding on July 18, 1997, it is anticipated that approximately 43,410,969 shares of Holdings Common Stock and no shares of Holdings Preferred Stock will be issued and outstanding immediately after the completion of the Merger. Holdings Common Stock The holders of Holdings Common Stock are entitled to one vote per share for each share held of record on all matters submitted to a vote of the stockholders. Under the Holdings Certificate, the Holdings Board will be classified into three classes each consisting of, as nearly as may be possible, one-third of the total number of directors constituting the entire Holdings Board. The holders of Holdings Common Stock will not be entitled to cumulate votes for the election of directors. The holders of Holdings Common Stock are entitled to receive ratably such dividends as are declared by the Holdings Board out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of Holdings, holders of Holdings Common Stock have the right to a ratable portion of the assets remaining after payment of liabilities and liquidation preferences of any outstanding shares of Holdings Preferred Stock. The holders of Holdings Common Stock have no preemptive rights or rights to convert their Holdings Common Stock into other securities. All outstanding shares of Holdings Common Stock are, and the shares of Holdings Common Stock to be issued in connection with the Merger, when so issued, will be, fully paid and nonassessable. The rights of the holders of Holdings Common Stock will be subject to, and may be adversely affected by, the rights of the holders of Holdings Preferred Stock, if any. It is a condition to the completion of the Merger that Holdings Common Stock be approved for listing on the NYSE, subject to official notification of issuance. oldings Preferred Stock The Holdings Board may, without further action of the stockholders, issue Holdings Preferred Stock in one or more series and fix or alter the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, redemption terms and prices, liquidation terms and preferences, and the number of shares constituting any series or the designations of such series. No Holdings Preferred Stock is outstanding, no Holdings Preferred Stock will be issued in connection with the Merger, and Holdings has no present plans to issue any shares of Holdings Preferred Stock. Certain Anti-Takeover Provisions The Holdings Certificate and the Holdings Bylaws contain provisions that may have the effect of discouraging persons from acquiring large blocks of voting stock of Holdings or delaying or preventing a change in control of Holdings. The material provision that may have such an effect are: (i) classification of the Holdings Board into three classes with the terms of only one class expiring each year; (ii) a provision that directors may be removed only for cause and only with the affirmative vote of holders of at least 75% of the outstanding shares of Holdings; (iii) authorization for the Holdings Board to issue Holdings Preferred Stock in series and to fix rights and preferences of the series (including, among other things, whether, and to what extent, the shares of any series will have voting rights and the extent of the preferences of the shares of any series with respect to dividends and other matters); (iv) a provision that stockholders may take action only at an annual or special meeting and not by written consent in lieu of a meeting; (v) advance notice procedures with respect to nominations of directors or proposals other than those adopted or recommended by the Holdings Board; and (vi) provisions permitting amendment of certain of these and related provisions only by an affirmative vote of the holders of at least 75% of the outstanding shares of Holdings Common Stock entitled to vote. See "Comparison of Stockholders' Rights." -----END PRIVACY-ENHANCED MESSAGE-----