-----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, Eq37hJ45iFgjsg1LDrhMJMS1vTGsXuWFnd5m6pOQNVF+uB9j0fxZm4fGwaHdowKq 5dVAj/W8QAl+NYKZWykZpg== 0000893877-96-000327.txt : 19960926 0000893877-96-000327.hdr.sgml : 19960926 ACCESSION NUMBER: 0000893877-96-000327 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-11403 FILED AS OF DATE: 19960924 EFFECTIVENESS DATE: 19960924 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEYER FRED INC CENTRAL INDEX KEY: 0000701169 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 930798201 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-12599 FILM NUMBER: 96634038 BUSINESS ADDRESS: STREET 1: 3800 SE 22ND AVE CITY: PORTLAND STATE: OR ZIP: 97202 BUSINESS PHONE: 5032328844 MAIL ADDRESS: STREET 1: PO BOX 42121 CITY: PORTLAND STATE: OR ZIP: 97242 S-3MEF 1 FORM S-3MEF As filed with the Securities and Exchange Commission on September 25, 1996 ================================================================================ Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------ FRED MEYER, INC. (Exact name of registrant as specified in its charter) ------------------ Delaware 93-0798201 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3800 SE 22nd Avenue Portland, Oregon 97202 (503) 232-8844 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------ ROGER A. COOKE Senior Vice President, General Counsel and Secretary Fred Meyer, Inc. 3800 SE 22nd Avenue Portland, Oregon 97202 (503) 232-8844 (Name, address, including zip code, and telephone number, including area code, of agent for service) It is respectfully requested that the Commission send copies of all notices, orders and communications to: HENRY H. HEWITT ANTHONY J. RICHMOND Stoel Rives LLP Latham & Watkins 900 SW Fifth Avenue, Suite 2300 633 West Fifth Street, Suite 4000 Portland, Oregon 97204 Los Angeles, California 90071 (503) 224-3380 (213) 485-1234 ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly as practicable after this registration statement becomes effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / X / REG. NO. 333-11403 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / ______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE ============================================================================================================================= PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value........ 32,146 $33.00 $1,060,818 $366 ============================================================================================================================ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average high and low prices as reported on the New York Stock Exchange on September 24, 1996.
------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH A DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 1 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement originally filed by Fred Meyer, Inc. with the Securities and Exchange Commission (the "SEC") on September 5, 1996 (File No. 333-11403), as amended by Amendment No. 1 filed with the SEC on September 19, 1996, pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. 2 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-3 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 24, 1996. FRED MEYER, INC. By KENNETH THRASHER -------------------------------- Kenneth Thrasher Senior Vice President--Finance and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on September 24, 1996 in the capacities indicated. Signature Title --------- ----- *ROBERT G. MILLER Chief Executive Officer and - ----------------------------- Chairman of the Board Robert G. Miller (Principal Executive Officer) KENNETH THRASHER Senior Vice President--Finance and - ----------------------------- Chief Financial Officer Kenneth Thrasher (Principal Financial Officer) *THOMAS R. HUGHES Vice President and Corporate - ----------------------------- Controller (Principal Accounting Thomas R. Hughes Officer) *JAMES J. CURRAN Director - ----------------------------- James J. Curran *SAUL A. FOX Director - ----------------------------- Saul A. Fox *A.M. GLEASON Director - ----------------------------- A.M. Gleason 3 *ROGER S. MEIER Director - ----------------------------- Roger S. Meier *MICHAEL W. MICHELSON Director - ----------------------------- Michael W. Michelson *PAUL E. RAETHER Director - ----------------------------- Paul E. Raether *By KENNETH THRASHER ------------------------- Kenneth Thrasher As Attorney-in-Fact 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE NO. - ----------- ----------------------- -------- 5. Opinion of Counsel 23A Consent of Deloitte & Touche LLP 23B Consent of Counsel (included in Exhibit 5). 5 EX-5 2 OPINION AND CONSENT OF COUNSEL EXHIBIT (5)(23B) September 24, 1996 Fred Meyer, Inc. 3800 SE 22nd Avenue Portland, OR 97202 We have acted as counsel for Fred Meyer, Inc. (The "Company") in connection with the filing of a Registration Statement on Form S-3 (the "Registration Statement"), under the Securities Act of 1933, as amended, covering 32,146 shares of Common Stock, $.01 par value, of the Company (the "Shares") to be offered for the account of a selling stockholder of the Company (the "Selling Stockholder"). We have reviewed the corporate action of the Company in connection with this matter and have examined the documents, corporate records and other instruments we deemed necessary for the purpose of this opinion. Based upon the foregoing, it is our opinion that: (i) The Company is a corporation duly organized and validly existing under the laws of the State of Delaware; (ii) The Shares are duly authorized shares of Common Stock of the Company, (iii) The 32,146 shares to be offered for the account of the Selling Stockholder are legally issued, fully paid and nonassessable. We hereby consent to the use of our name in the Registration Statement and in the Prospectus filed as part thereof and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES LLP EX-23.A 3 CONSENT OF DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP ---------------------------------------------------------------- Suite 3900 Telephone: (503) 222-1341 111 SW Fifth Avenue Facsimile: (503) 224-2172 Portland, Oregon 97204-3698 EXHIBIT 23A INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-3, of our report dated March 11, 1996 (which expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the method of accounting for income taxes in the fiscal year ended January 29, 1994), appearing in the Annual Report on Form 10-K of Fred Meyer, Inc. for the year ended February 3, 1996 and to the reference to us under the heading "Experts" in the Prospectus, which is part of Registration Statement No. 333-11403 and is incorporated by reference in this Registration Statement. DELOITTE & TOUCHE LLP Portland, Oregon September 24, 1996 - -------------- DELOITTE TOUCHE TOHMATSU INTERNATIONAL - -------------- -----END PRIVACY-ENHANCED MESSAGE-----