-----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, GnUNIBnL4Qx+up3moKypXQDAlQJJon6HtdgVJ/8AbaF1luyL2hs16zXQ2C2lneYx l4f+8rW298dFLlH5hvaQGg== 0000950149-98-000287.txt : 19980218 0000950149-98-000287.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950149-98-000287 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980217 SROS: NYSE SUBJECT COMPANY: 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: SC 13G SEC ACT: SEC FILE NUMBER: 005-51581 FILM NUMBER: 98542699 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMI ASSOCIATES LP CENTRAL INDEX KEY: 0000903377 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133101761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH STREET CITY: NEW YROK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 7(1) FRED MEYER, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 593099-00-0 (CUSIP Number) (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - ------------------------ -------------------- CUSIP No. 593099-00-0 13G Page 2 of 7 pages. - ----------------------- -------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FMI ASSOCIATES, L.P. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY -0- EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH -0- -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER -0- -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN --------------------------------------------------------------------- 3 ITEM 1. (a) NAME OF ISSUER: Fred Meyer, Inc. On September 9, 1997 Fred Meyer, Inc., a Delaware corporation formerly known as Meyer-Smith Holdco, Inc., succeeded to the business of Fred Meyer Stores, Inc., a Delaware corporation formerly known as Fred Meyer, Inc., as a result of a merger pursuant to the Agreement and Plan of Reorganization and Merger, dated as of May 11, 1997. On September 9, 1997 the Issuer became a wholly owned subsidiary of Fred Meyer, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3800 S.E. 22nd Avenue Portland, Oregon 97202 ITEM 2. (a) NAME OF PERSONS FILING: FMI Associates, L.P. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, New York 10019 (c) CITIZENSHIP: Delaware (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share (e) CUSIP NUMBER: 593099-00-0 ITEM 3. Not applicable ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED: Page 3 of 7 pages. 4 In 1997, FMI Associates, L.P., a Delaware limited partnership, disposed of all of the shares of common stock of Fred Meyer, Inc. previously owned by it. (b) PERCENT OF CLASS: 0% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: -0- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. Page 4 of 7 pages. 5 ITEM 10. CERTIFICATION Not applicable. Page 5 of 7 pages 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 1998 KKR ASSOCIATES, L.P. By: /s/ Salvatore Badalamenti ------------------------------------- Name: Salvatore Badalamenti Title: Attorney-in-Fact Page 6 of 7 pages 7 EXHIBIT INDEX Exhibit 24 - Power of Attorney Page 7 of 7 pages. EX-24 2 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint Salvatore Badalamenti as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned, (both in the undersigned's individual capacity and as a member of any limited liability company or limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of KKR 1996 Fund L.P. or KKR Associates L.P. (including any amendments or supplements to any reports from schedules previously filed by such persons or entities): (i) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule 13D, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. /s/ Henry R. Kravis ----------------------------------- Name: Henry R. Kravis January 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----