-----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, G4tWIIZcA/LnyvPOXorz+AUb3WwskSarX7NyLwJ2GQUB9bdqMh//GschifeNYohM tRNehViSBnHbxQHTD0jJwA== 0000950150-97-001695.txt : 19971118 0000950150-97-001695.hdr.sgml : 19971118 ACCESSION NUMBER: 0000950150-97-001695 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971117 SROS: NYSE GROUP MEMBERS: DEE GLEN SMITH MARITAL TRUST I GROUP MEMBERS: FRED L. SMITH GROUP MEMBERS: JEFFREY P. SMITH GROUP MEMBERS: TRUST FOR THE CHILDREN OF FRED L. SMITH GROUP MEMBERS: TRUST FOR THE CHILDREN OF JEFFREY P. SMITH GROUP MEMBERS: YUCAIPA ARIZONA PARTNERS, L.P. GROUP MEMBERS: YUCAIPA COMPANIES GROUP MEMBERS: YUCAIPA SMITTY'S PARTNERS II, L.P. GROUP MEMBERS: YUCAIPA SMITTY'S PARTNERS, L.P. GROUP MEMBERS: YUCAIPA SSV PARTNERS, L.P. 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 13D/A SEC ACT: SEC FILE NUMBER: 005-51581 FILM NUMBER: 97722906 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: YUCAIPA COMPANIES CENTRAL INDEX KEY: 0001015905 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10000 STREET 2: 10000 SANTA MONICA BOULEVARD 5TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3107897800 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) FRED MEYER, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 592907-10-9 (CUSIP Number) Robert P. Bermingham The Yucaipa Companies 10000 Santa Monica Boulevard, Fifth Floor Los Angeles, California 90067 (310) 789-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 6, 1997 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] 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 (the "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). (Continued on following pages) (Page 1 of 17 Pages) 2 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 2 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON THE YUCAIPA COMPANIES - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,289,366 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,306,946 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,289,366 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 4,306,946 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,596,312 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 3 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON YUCAIPA ARIZONA PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 574,522 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 574,522 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 574,522 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 4 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON YUCAIPA SMITTY'S PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 631,400 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 631,400 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 631,400 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 5 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 5 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON YUCAIPA SMITTY'S PARTNERS II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 287,264 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 287,264 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 287,264 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 6 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 6 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON YUCAIPA SSV PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,813,760 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,813,760 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,813,760 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 7 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 7 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON JEFFREY P. SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,372,994 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,647,742 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,372,994 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,647,742 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,020,736 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 8 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 8 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON FRED L. SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 530,686 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,383,996 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 530,686 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,383,996 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,914,682 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 9 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 9 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON DEE GLEN SMITH MARITAL TRUST I - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UTAH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 471,002 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 471,002 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,002 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 10 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 10 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON TRUST FOR THE CHILDREN OF JEFFREY P. SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UTAH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,176,740 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,176,740 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,176,740 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 11 SCHEDULE 13D CUSIP No. 592907-10-9 PAGE 11 OF 17 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON TRUST FOR THE CHILDREN OF FRED L. SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UTAH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,383,996 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,383,996 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,383,996 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 12 Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by The Yucaipa Companies ("Yucaipa"), Yucaipa Arizona Partners, L.P. ("Arizona Partners"), Yucaipa Smitty's Partners, L.P. ("Smitty's Partners"), Yucaipa Smitty's Partners II, L.P. ("Smitty's Partners II") and Yucaipa SSV Partners, L.P. ("SSV Partners" and, together with Yucaipa, Arizona Partners, Smitty's Partners and Smitty's Partners II, the "Original Reporting Persons") and Jeffrey P. Smith, Fred L. Smith, the Dee Glen Smith Marital Trust I, the Trust for the Children of Jeffrey P. Smith and the Trust for the Children of Fred L. Smith (collectively, the "New Reporting Persons" and, together with the Original Reporting Persons, the "Reporting Persons"). This Amendment No. 1 amends the Statement on Schedule 13D dated September 9, 1997 filed with the Securities and Exchange Commission on September 19, 1997 (the "Statement") by the Original Reporting Persons relating to the Common Stock, par value $.01 per share (the "Common Stock"), of Fred Meyer, Inc., a Delaware corporation (the "Company"), which has its principal executive offices located at 3800 S.E. 22nd Avenue, Portland, Oregon 97202, and reflects that the Reporting Persons have entered into a Voting Agreement with Quality Food Centers, Inc., a Washington corporation. Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Statement. Item 2. Identity and Background. The response to Item 2 is amended as follows: Item 2(a) is restated in its entirety as follows: (a) This statement is being filed jointly by the Reporting Persons. Yucaipa is the sole general partner of each of Arizona Partners, Smitty's Partners, Smitty's Partners II and SSV Partners. Ronald W. Burkle, Patrick L. Graham, Ira L. Tochner, Robert I. Bernstein, Lawrence K. Kalantari, Darren W. Karst and Linda McLoughlin Figel are the general partners of Yucaipa. Jeffrey P. Smith is the trustee of the Dee Glen Smith Marital Trust I and the Trust for the Children of Jeffrey P. Smith. Fred L. Smith is the trustee of the Trust for the Children of Fred L. Smith. Item 2(b) is restated in its entirety as follows: (b) The address of the principal business and principal office of each of the Original Reporting Persons is 10000 Santa Monica Boulevard, Fifth Floor, Los Angeles, California 90067. The business address of Ronald W. Burkle, Patrick L. Graham, Ira L. Tochner, Robert I. Bernstein, Lawrence K. Kalantari and Linda McLoughlin Figel is 10000 Santa Monica Boulevard, Fifth Floor, Los Angeles, California 90067. The business address of Darren W. Karst is 505 Railroad Avenue, Northlake, Illinois 60164. The address of the principal business and principal office of each of Jeffrey P. Smith, Fred L. Smith, the Trust for the Children of Jeffrey P. Smith and the Trust for the Children of Fred L. Smith is c/o Smith's Food & Drug Centers, Inc., 1550 South Redwood Road, Salt Lake City, Utah 84104. The address of the principal business and principal office of the Dee Glen Smith Marital Trust I is c/o Ida W. Smith, 1066 North East Capital Boulevard, Salt Lake City, Utah 84101. Each of the Dee Glen Smith Marital Trust I, the Trust for the Children of Jeffrey P. Smith and the Trust for the Children of Fred L. Smith was formed under Utah law. Item 2(c) is amended to incorporate the following: Jeffrey P. Smith and Fred L. Smith are directors of the Company. The Dee Glen Smith Marital Trust manages trust investments for the primary benefit of Ida Smith, the beneficiary. The Trust for the Children of Jeffrey P. Smith manages trust investments for the primary benefit of Sean Dee Smith, Jaci Leigh Smith and Joshua Jeff Smith, the beneficiaries. The Trust for the Children of Fred L. Smith manages trust investments for the primary benefit of Fred Lloyd Smith, Zachary Dee Smith and Stacy Elaine Smith, the beneficiaries. Item 2(d) is amended to incorporate the following: None of the New Reporting Persons has during the last five years been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). Item 2(e) is amended to incorporate the following: None of the New Reporting Persons has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 2(f) is amended to incorporate the following: Each of Jeffrey P. Smith and Fred L. Smith is a United States Citizen. Item 4. Purpose of the Transaction. The response to Item 4 is restated in its entirety as follows: As further described below in Item 6, the Reporting Persons have entered into a Voting Agreement (the "Voting Agreement"), dated as of November 6, 1997, with Quality Food Centers, Inc., a Washington corporation. The Voting Agreement was entered into by the parties in connection with the Merger Agreement (as defined herein) as more fully described in Item 6 below. On November 6, 1997, Food 4 Less Holdings, Inc., a Delaware corporation ("F4L") which is the parent of Ralphs Grocery Company, the Company, and FFL Acquisition Corp., a Delaware corporation ("Acquisition") and a wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the "F4L Merger Agreement"), a copy of which is attached as Exhibit 99.1 to the Form 8-K filed by F4L on November 13, 1997. Pursuant to the terms of the F4L Merger Agreement, Acquisition would merge with and into F4L (the "F4L Merger") with F4L surviving the F4L Merger and becoming a wholly owned subsidiary of the Company, subject to certain conditions being satisfied or waived. Certain stockholders of the Company, including Yucaipa and certain of its affiliates, holding approximately 64.3% of the aggregate voting power of F4L have entered into an agreement to vote their shares of F4L stock in favor of the F4L Merger. Pursuant to the F4L Merger Agreement, holders of shares, options and warrants of F4L would receive an aggregate of the greater of (i) 22.5 million shares of Common Stock of the Company or (ii) the lesser of (A) the number of shares of Common Stock of the Company equal to $600 million divided by the average closing price of the Common Stock of the Company on the New York Stock Exchange for 15 out of the 35 trading days ending on the second day preceding the effective date of the F4L Merger or (B) 24 million shares of Common Stock of the Company, subject to certain adjustments if any divestitures are required under the antitrust laws. Item 5. Interest in Securities of the Issuer. The response to Item 5 is amended as follows: (Page 12 of 17) 13 Item 5(a) is restated in its entirety as follows: (a) Arizona Partners owns 574,522 shares of Common Stock (approximately 0.6% of the total number of outstanding shares of Common Stock as of November 6, 1997); Smitty's Partners owns 631,400 shares of Common Stock (approximately 0.7% of the total number of outstanding shares of Common Stock as of November 6, 1997); Smitty's Partners II owns 287,264 shares of Common Stock (approximately 0.3% of the total number of outstanding shares of Common Stock as of November 6, 1997); SSV Partners owns 2,813,760 shares of Common Stock (approximately 3.1% of the total number of outstanding shares of Common Stock as of November 6, 1997); Yucaipa owns 420,000 shares of Common Stock (approximately 0.5% of the total number of outstanding shares of Common Stock as of November 6, 1997) and is the record holder of a currently exercisable warrant entitling it to purchase up to 3,869,366 shares of Common Stock, which shares it may be deemed to beneficially own pursuant to Section 13d-3(d)(1) of the Act; Jeffrey P. Smith owns 1,372,994 shares of Common Stock (approximately 1.5% of the total number of outstanding shares of Common Stock as of November 6, 1997) and is the trustee of the Dee Glen Smith Marital Trust I and the Trust for the Children of Jeffrey P. Smith; Fred L. Smith owns 530,686 shares of Common Stock (approximately 0.6% of the total number of outstanding shares of Common Stock as of November 6, 1997) and is the trustee of the Trust for the Children of Fred L. Smith; the Dee Glen Smith Marital Trust I owns 471,002 shares of Common Stock (approximately 0.5% of the total number of outstanding shares of Common Stock as of November 6, 1997); the Trust for the Children of Jeffrey P. Smith owns 1,176,740 shares of Common Stock (approximately 1.3% of the total number of outstanding shares of Common Stock as of November 6, 1997); and the Trust for the Children of Fred L. Smith owns 1,383,996 shares of Common Stock (approximately 1.5% of the total number of outstanding shares of Common Stock as of November 6, 1997). Item 5(b) is amended to incorporate the following: The Dee Glen Smith Marital Trust I and the Trust for the Children of Jeffrey P. Smith, acting through their trustee, Jeffrey P. Smith, have the sole power to vote or direct the vote, and to dispose or to direct the disposition of the shares of Common Stock beneficially owned by them. As a result, Jeffrey P. Smith may be deemed to beneficially own the shares of Common Stock directly owned by the Dee Glen Smith Marital Trust I and the Trust for the Children of Jeffrey P. Smith, but disclaims any such ownership (except to the extent of his pecuniary interest therein). The Trust for the Children of Fred L. Smith, acting through its trustee, Fred L. Smith, has the sole power to vote or direct the vote, and to dispose of or direct the disposition of the shares of Common Stock beneficially owned by it. As a result, Fred L. Smith may be deemed to beneficially own the shares of Common Stock directly owned by the Trust for the Children of Fred L. Smith, but disclaims any such ownership (except to the extent of his pecuniary interest therein). Item 5 (c) is restated in its entirety as follows: (c) On October 20, 1997, SSV Partners gifted an aggregate of 1,860 shares of Common Stock to Forum For Early Childhood Development, 2105 Kenilworth Avenue, Los Angeles, California 90039. Except as set forth in the immediately preceding sentence, there have not been any transactions in the Common Stock effected by or for the account of the Reporting Persons during the past 60 days. On September 30, 1997, the Company effected a 2-for-1 stock split with respect to holders of its Common Stock on September 19, 1997. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended to incorporate the following: THE VOTING AGREEMENT On November 6, 1997, the Company, Q-Acquisition Corp., a Washington corporation and a wholly owned subsidiary of the Company, and Quality Food Centers, Inc., a Washington corporation ("QFC"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), a copy of which is attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 1997. Concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a Voting Agreement (the "Voting Agreement") with QFC pursuant to which each (Page 13 of 17) 14 Reporting Person agreed, among other things, that, at any meeting of stockholders of the Company called to vote upon the issuance of Common Stock in the Merger (as defined in the Voting Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the issuance of Common Stock in the Merger is sought, the Reporting Person shall be present (in person or by proxy) and shall vote (or cause to be voted) all Subject Shares (as defined in the Voting Agreement) then beneficially owned by such Reporting Person in favor of the issuance of Common Stock in the Merger. As of November 6, 1997, the shares subject to the Voting Agreement represented approximately 10.6% of the aggregate voting power of the Company. As a result of the Voting Agreement, the Reporting Persons may be deemed to constitute a "group." A group consisting of such persons may be deemed to beneficially own all shares beneficially owned by each of the persons constituting such a group. The Reporting Persons disclaim the existence of such a group and disclaim beneficial ownership of shares of Common Stock owned by any other person. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the agreement which is attached hereto as an exhibit and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1. Voting Agreement, dated as of November 6, 1997, by and among Quality Food Centers, Inc. and the persons listed on the signature pages thereto. Exhibit 99.2. Joint Filing Agreement. (Page 14 of 17) 15 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. Dated: November 14, 1997 Yucaipa Arizona Partners, L.P. Yucaipa Smitty's Partners, L.P. Yucaipa Smitty's Partners II, L.P. Yucaipa SSV Partners, L.P. By: The Yucaipa Companies Its General Partner By: /s/ PATRICK L. GRAHAM ----------------------------------- Name: Patrick L. Graham Title: General Partner Dated: November 14, 1997 The Yucaipa Companies By: /s/ PATRICK L. GRAHAM ----------------------------------- Name: Patrick L. Graham Title: General Partner Dated: November 14, 1997 /s/ JEFFREY P. SMITH ------------------------------------- Name: Jeffrey P. Smith Dated: November 14, 1997 /s/ FRED L. SMITH ------------------------------------- Name: Fred L. Smith Dated: November 14, 1997 The Dee Glen Smith Marital Trust By: /s/ JEFFREY P. SMITH ----------------------------------- Name: Jeffrey P. Smith Title: Trustee Dated: November 14, 1997 The Trust for the Children of Jeffrey P. Smith By: /s/ JEFFREY P. SMITH ----------------------------------- Name: Jeffrey P. Smith Title: Trustee (Page 15 of 17) 16 Dated: November 14, 1997 The Trust for the Children of Fred L. Smith By: /s/ Fred L. Smith -------------------------------- Name: Fred L. Smith Title: Trustee (Page 16 of 17) 17 EXHIBIT INDEX Exhibit 99.1. Voting Agreement, dated as of November 6, 1997, by and among Quality Food Centers, Inc. and the persons listed on the signature pages thereto. Exhibit 99.2. Joint Filing Agreement. (Page 17 of 17) EX-99.1 2 VOTING AGREEMENT 1 VOTING AGREEMENT, dated as of November 6, 1997, among Quality Food Centers, Inc., a Washington corporation (the "Company"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and, collectively, the "Stockholders"). WHEREAS, the Company, Fred Meyer, Inc., a Delaware corporation ("Parent"), and Q-Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent ("Sub"), propose to enter into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended or supplemented, the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement) providing for the merger of Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in the Merger Agreement; WHEREAS, each Stockholder owns the number of shares of Common Stock, par value $.01 per share, of Parent (the "Parent Common Stock") set forth opposite his or its name on Schedule A attached hereto (such shares of Parent Common Stock, together with any other shares of capital stock of Parent acquired by such Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the "Subject Shares"); and WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Company has requested that each Stockholder enter into this Agreement; NOW, THEREFORE, to induce the Company to enter into, and in consideration of its entering into, the Merger Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein, the parties agree as follows: 1. Representations and Warranties of each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to the Company as of the date hereof in respect of himself or itself as follows: (a) Authority. The Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, 2 2 note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets. If the Stockholder is married and the Stockholder's Subject Shares constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such spouse in accordance with its terms. No trust of which such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. (b) The Subject Shares. The Stockholder is the record and beneficial owner of, and has good and marketable title to, the Subject Shares set forth opposite his or its name on Schedule A attached hereto, free and clear of any Encumbrances. The Stockholder does not own, of record or beneficially, any shares of capital stock of Parent other than the Subject Shares set forth opposite his or its name on Schedule A attached hereto. The Stockholder has the sole right to vote, and the sole power of disposition with respect to, such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or disposition of such Subject Shares, except as contemplated by this Agreement. 2. Representations and Warranties of the Company. The Company hereby represents and warrants to each Stockholder that the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation or by-laws of the Company, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Company or to the Company's property or assets. 3 3 3. Agreement to Vote. Until the termination of this Agreement in accordance with Section 6, each Stockholder, severally and not jointly, agrees that, at any meeting of stockholders of Parent called to vote upon the issuance of Parent Common Stock in the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the issuance of Parent Common Stock in the Merger is sought, the Stockholder shall be present (in person or by proxy) and shall vote (or cause to be voted) all Subject Shares then beneficially owned by such Stockholder in favor of the issuance of Parent Common Stock in the Merger. 4. Further Assurances. Each Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. 5. No Restriction on Transfer. Nothing in this Agreement shall limit the right of any Stockholder to sell, transfer, hypothecate, pledge or otherwise dispose of (collectively, "Transfer") any of the Subject Shares and no Transferee of any Subject Shares shall have any obligation hereunder. 6. Termination. This Agreement shall terminate upon the earlier of (a) the date of termination of the Merger Agreement, (b) the date of termination of the Shareholders Agreement dated as of November 6, 1997 between Fred Meyer, Inc. and Zell/Chilmark Fund L.P. or (c) the Effective Time. 7. General Provisions. (a) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (b) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the Company in accordance with Section 8.2 of the Merger Agreement and to the Stockholders at their respective addresses set forth on Schedule A attached hereto (or at such other address for a party as shall be specified by like notice). (c) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words "include", "includes" or "including" are used in this 4 4 Agreement, they shall be deemed to be followed by the words "without limitation". (d) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. (e) Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. (f) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. 8. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Delaware or in a Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit such party to the personal jurisdiction of any Federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that such party will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iii) agrees that such party will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than a Federal court sitting in the state of Delaware or a Delaware state court and (iv) waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the transactions contemplated hereby. 5 5 IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its officer thereunto duly authorized and each Stockholder has signed this Agreement, all as of the date first written above. QUALITY FOOD CENTERS, INC. By: ------------------------------------- Name: Title: Stockholders: THE YUCAIPA COMPANIES By: /s/ RONALD W. BURKLE ------------------------------------- Name: Ronald W. Burkle Title: General Partner YUCAIPA ARIZONA PARTNERS, L.P. YUCAIPA SMITTY'S PARTNERS, L.P. YUCAIPA SMITTY'S PARTNERS II, L.P. YUCAIPA SSV PARTNERS, L.P. By: THE YUCAIPA COMPANIES as the General Partner of each of the entities listed above By: /s/ RONALD W. BURKLE ---------------------------------------- Name: Ronald W. Burkle Title: General Partner /s/ JEFFREY P. SMITH ---------------------------------------- Name: Jeffrey P. Smith /s/ FRED L. SMITH ---------------------------------------- Name: Fred L. Smith /s/ RICHARD D. SMITH ---------------------------------------- Name: Richard D. Smith 6 6 THE DEE GLENN MARITAL TRUST By: /s/ JEFFREY P. SMITH ------------------------------------- Name: Jeffrey P. Smith Title: Trustee THE TRUST FOR THE CHILDREN OF JEFFREY P. SMITH By: /s/ JEFFREY P. SMITH ------------------------------------- Name: /s/ Jeffrey P. Smith Title: Trustee THE TRUST FOR THE CHILDREN OF FRED L. SMITH By: /s/ FRED L. SMITH ------------------------------------- Name: Fred L. Smith Title: Trustee THE TRUST FOR THE CHILDREN OF RICHARD D. SMITH By: /s/ RICHARD D. SMITH ------------------------------------- Name: Richard D. Smith Title: Trustee 7 7 SCHEDULE A SHARES OF FRED MEYER, INC. -------------------------- NAME COMMON STOCK ---- ------------ The Yucaipa Companies 420,000 10000 Santa Monica Boulevard, 5th Floor Los Angeles, CA 90067 Yucaipa Arizona Partners, L.P. 574,522 c/o The Yucaipa Companies 10000 Santa Monica Boulevard, 5th Floor Los Angeles, CA 90067 Yucaipa Smitty's Partners, L.P. 631,400 c/o The Yucaipa Companies 10000 Santa Monica Boulevard, 5th Floor Los Angeles, CA 90067 Yucaipa Smitty's Partners II, L.P. 287,264 c/o The Yucaipa Companies 10000 Santa Monica Boulevard, 5th Floor Los Angeles, CA 90067 Yucaipa SSV Partners, L.P. 2,813,760 c/o The Yucaipa Companies 10000 Santa Monica Boulevard, 5th Floor Los Angeles, CA 90067 Jeffrey P. Smith 1,372,994 c/o Smith's Food & Drug Centers, Inc. 1550 South Redwood Road Salt Lake City, UT 84101 Fred L. Smith 530,686 c/o Smith's Food & Drug Centers, Inc. 1550 South Redwood Road Salt Lake City, UT 84101 Dee Glen Smith Marital Trust I 471,002 c/o Ida W. Smith 1066 North East Capital Blvd. Salt Lake City, UT 84103 Trust for the Children of Jeffrey P. Smith 1,176,740 c/o Smith's Food & Drug Centers, Inc. 1550 South Redwood Road Salt Lake City, UT 84101 Trust for the Children of Fred L. Smith 1,383,996 c/o Smith's Food & Drug Centers, Inc. 1550 South Redwood Road Salt Lake City, UT 84101 --------- - ------------------------------ 8 8 (1) The children of Fred L. Smith have individual trusts for shares of Class A Common Stock. Fred L. Smith is the trustee and the trusts are as follows: Fred Lloyd Smith Trust -- 41,353 shares, Staci Elaine Smith Trust -- 28,670 shares and Zachary Dee Smith trust -- 28,670 shares. EX-99.2 3 JOINT FILING AGREEMENT 1 Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of Fred Meyer, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 14, 1997. Yucaipa Arizona Partners, L.P. Yucaipa Smitty's Partners, L.P. Yucaipa Smitty's Partners II, L.P. Yucaipa SSV Partners, L.P. By: The Yucaipa Companies Its General Partner By: /s/ PATRICK L. GRAHAM ------------------------------------- Name: Patrick L. Graham Title: General Partner The Yucaipa Companies By: /s/ PATRICK L. GRAHAM ------------------------------------- Name: Patrick L. Graham Title: General Partner /s/ JEFFREY P. SMITH ------------------------------------- Name: Jeffrey P. Smith /s/ FRED L. SMITH ------------------------------------- Name: Fred L. Smith 2 The Dee Glen Smith Marital Trust By: /s/ Jeffrey P. Smith ------------------------------------- Name: Jeffrey P. Smith Title: Trustee The Trust for the Children of Jeffrey P. Smith By: /s/ Jeffrey P. Smith ------------------------------------- Name: Jeffrey P. Smith Title: Trustee The Trust for the Children of Fred L. Smith By: /s/ Fred L. Smith ------------------------------------- Name: Fred L. Smith Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----