-----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, E1F7epxDtbHUT1tWqTXkyu20LXIU+KClHbCDE/LP12roem32szTtF1KA9wPdOENO DMFu+S/gMAtk8HyJMBuZrQ== 0000950149-99-000273.txt : 19990217 0000950149-99-000273.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950149-99-000273 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: 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: 0201 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-33269 FILM NUMBER: 99542634 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSAMERICA CORP CENTRAL INDEX KEY: 0000099189 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 940932740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159834000 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 SC 13G/A AMEND. #1 DATE OF EVENT 12-31-98 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fred Meyer, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 592907109 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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. 592907109 SCHEDULE 13G PAGE 2 OF 8 PAGES --------------------- ----- ----- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRANSAMERICA CORPORATION 94-0932740 --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] --------------------------------------------------------------------- (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 5,375,312* *SEE NOTE TO EXHIBIT A EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 5,375,312* *SEE NOTE TO EXHIBIT A -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,375,312* *SEE NOTE TO EXHIBIT A --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.46% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON HC --------------------------------------------------------------------- 3 CUSIP NO. 592907109 SCHEDULE 13G PAGE 3 OF 8 PAGES --------------------- ----- ----- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRANSAMERICA INVESTMENT SERVICES, INC. 94-1632699 --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] --------------------------------------------------------------------- (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 5,375,312 EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 5,375,312 -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,375,312 --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.46% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IA --------------------------------------------------------------------- 4 Item 1(a). Name of Issuer. Fred Meyer, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 3800 S.E. 22nd Avenue, Portland, OR 97202. Item 2(a). Name of Person Filing. This statement is filed by Transamerica Corporation ("Transamerica") and Transamerica Investment Services, Inc. ("TIS") (collectively, the "Companies"). Item 2(b). Address of Principal Business Office or, if none, Residence. The address of Transamerica is 600 Montgomery Street, San Francisco, CA 94111. The address of TIS is 1150 South Olive Street, Los Angeles, CA 90015. Item 2(c). Citizenship. Transamerica and TIS are Delaware corporations. Item 2(d). Title of Class of Securities. Common Stock ("Common Stock"). Item 2(e). CUSIP Number. 592907109. Item 3. Type of Reporting Person. Both Transamerica and TIS are filing this statement pursuant to Rule 13d-1(c) and Rule 13d-2(b). TIS is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of each of the cover pages to this statement, which items are incorporated by reference herein. Item 5. Ownership of Five Percent or Less of a Class. [X] Transamerica may be deemed to be the beneficial owner of 5,375,312 shares of Common Stock, of which 924,000 shares are owned directly by Transamerica. The remaining 4,451,312 shares, including 1,380,755 shares owned for the benefit of non-affiliate investment advisory clients of TIS, are beneficially owned by direct and indirect subsidiaries of Transamerica.* TIS is deemed to be the beneficial owner of 5,375,312 shares of Common Stock pursuant to separate arrangements whereby TIS acts as investment adviser to certain individuals and entities, including Transamerica Occidental Life Insurance Company ("Occidental") and Transamerica Life Insurance and Annuity Company ("TALIAC"), both of which are insurance companies as defined in Section 3(a)(19) of the Securities Exchange Act of 1934 and are subsidiaries of Transamerica. Occidental and TALIAC directly own 1,157,300 and 1,909,066 shares of Common Stock, respectively. Each of the individuals and entities for which TIS acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities purchased or held pursuant to such arrangements. To the knowledge of the Companies, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. *See Note to Exhibit A. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. 5 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Transamerica, which is a parent holding company under Rule 13d-1(b)(1)(ii)(G), is filing this Statement pursuant to Rule 13d-1(c) and Rule 13d-2(b) and not pursuant to Rule 13d-1(d). The identity and Item 3 classification of its relevant subsidiaries are set forth on Exhibit A attached hereto and incorporated herein by reference. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 6 Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 12, 1999 TRANSAMERICA CORPORATION By /s/ RICHARD N. LATZER ------------------------------------------- Richard N. Latzer Senior Vice President and Chief Investment Officer TRANSAMERICA INVESTMENT SERVICES, INC. By /s/ RICHARD N. LATZER ------------------------------------------- Richard N. Latzer President and Chief Executive Officer 7 Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned, Transamerica Corporation, a Delaware corporation, and Transamerica Investment Services, Inc., a Delaware corporation, and each of them, hereby agree that the statement on Schedule 13G dated February 12, 1999, and any amendments thereto, are filed on behalf of each of them. February 12, 1999 TRANSAMERICA CORPORATION By /s/ RICHARD N. LATZER ------------------------------------------- Richard N. Latzer Senior Vice President and Chief Investment Officer TRANSAMERICA INVESTMENT SERVICES, INC. By /s/ RICHARD N. LATZER ------------------------------------------- Richard N. Latzer President and Chief Executive Officer 8 Exhibit A Each of Occidental and TALIAC is an insurance company as defined in Section 3(a)(19) of the Securities Exchange Act of 1934. TIS is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Each of the above entities is a direct or indirect wholly owned subsidiary of Transamerica. Note: Management of the affairs of subsidiaries of Transamerica, including decisions respecting dispositions and/or voting of the shares of the Common Stock beneficially owned by such subsidiaries, resides in respective officers and directors of the subsidiaries and is not directed by Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13G by Transamerica is not intended as, and should not be deemed, an acknowledgment of beneficial ownership or shared voting or dispositive power by it of the shares of the Common Stock beneficially owned by its subsidiaries, and such beneficial ownership or attribution of shared voting or dispositive power is expressly disclaimed. -----END PRIVACY-ENHANCED MESSAGE-----