-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XVas8JYvM87MIP/7YiqkNNDNDcQiWPfFlRY1zTirGUit6ACTN5cIPxnGZZ6NBeap /2lLoLW0eqNnJZy4PMzC0g== 0000950150-95-000459.txt : 199507030000950150-95-000459.hdr.sgml : 19950703 ACCESSION NUMBER: 0000950150-95-000459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950614 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950629 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALPHS GROCERY CO /DE/ CENTRAL INDEX KEY: 0000835676 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 954356030 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-46750 FILM NUMBER: 95551121 BUSINESS ADDRESS: STREET 1: 777 S HARBOR BLVD CITY: LA HABRA STATE: CA ZIP: 90631 BUSINESS PHONE: 7147382000 MAIL ADDRESS: STREET 1: 777 SOUTH HARBOR BOULEVARD CITY: LAHABRA STATE: CA ZIP: 90631 FORMER COMPANY: FORMER CONFORMED NAME: FOOD 4 LESS SUPERMARKETS INC DATE OF NAME CHANGE: 19931027 8-K 1 FORM 8-K 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 14, 1995 RALPHS GROCERY COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 33-31152 95-4356030 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER) 1100 WEST ARTESIA BOULEVARD COMPTON, CALIFORNIA 90220 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 884-6000 FOOD 4 LESS SUPERMARKETS, INC. 777 SOUTH HARBOR BOULEVARD LA HABRA, CALIFORNIA 90631 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) =============================================================================== 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 14, 1994, Food 4 Less, Inc., a Delaware corporation, Food 4 Less Holdings, Inc., a California corporation, Food 4 Less Supermarkets, Inc., a Delaware corporation ("F4L Supermarkets"), Ralphs Supermarkets, Inc., a Delaware corporation ("Ralphs"), and the stockholders of Ralphs, including The Edward J. DeBartolo Corporation, Bank of Montreal, Banque Paribas, Camdev Properties, Inc. and Federated Department Stores, Inc. (collectively, the "Selling Stockholders") entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 dated as of January 12, 1995, Amendment No. 2 dated as of February 24, 1995, Amendment No. 3 dated as of April 26, 1995 and Amendment No. 4 dated as of June 14, 1995 (collectively, the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on June 14, 1995, F4L Supermarkets merged with and into Ralphs (the "Merger") and Ralphs survived the Merger and thereby became a wholly-owned subsidiary of Food 4 Less Holdings, Inc., a Delaware corporation ("Holdings"). Immediately following the Merger, Ralphs Grocery Company ("RGC"), a wholly-owned subsidiary of Ralphs, merged into Ralphs and Ralphs survived and changed its name to Ralphs Grocery Company (the "Company"). The purchase price for Ralphs was approximately $1.5 billion, including the assumption of debt. The consideration payable by Holdings to the Selling Stockholders consisted of $375 million in cash, $131.5 million principal amount of 13-5/8% Senior Subordinated Pay-in- Kind Debentures due 2007 of Holdings and $18.5 million initial accreted value of 13-5/8% Senior Discount Debentures due 2005 of Holdings (the "Discount Debentures"). The foregoing summary of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. The financing required to complete the Merger included (i) the issuance of preferred stock by Holdings for cash proceeds of $140 million to a group of investors led by Apollo Advisors, L.P, (ii) borrowings of approximately $612 million under a new credit facility by and among the Company, Holdings, as guarantor, and a syndicate of banks led by Bankers Trust Company, (iii) the issuance by F4L Supermarkets of $350 million principal amount of 10.45% Senior Notes due 2004 and $100 million principal amount of 11% Senior Subordinated Notes due 2005 pursuant to a public offering, (iv) the placement by Holdings of a total of $100 initial accreted value of the Discount Debentures, which includes the $18.5 million of initial accreted value Discount Debentures issued to the Selling Stockholders, and (v) exchange offers by F4L Supermarkets with respect to outstanding debt securities of F4L Supermarkets and RGC. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. As permitted by General Instruction B.3, the information required by this Item has been omitted as it has been previously reported. (b) Pro forma financial information. As permitted by General Instruction B.3, the information required by this Item has been omitted as it has been previously reported. (c) Exhibits. 4.1 Amendment No. 4 dated as of June 14, 1995 to the Agreement and Plan of Merger dated as of September 12, 1994 by and among Food 4 Less, Inc., Food 4 Less Holdings, Inc., Food 4 Less Supermarkets, Inc., Ralphs Supermarkets, Inc. and the stockholders of Ralphs Supermarkets, Inc. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Food 4 Less Holdings, Inc. dated June 14, 1995, File No. 33-59212). 1 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 28, 1995 RALPHS GROCERY COMPANY /s/ Jan Charles Gray -------------------------------------- Jan Charles Gray Senior Vice President, General Counsel and Secretary S-1 4 EXHIBIT INDEX
Exhibit - ------- 4.1 Amendment No. 4 dated as of June 14, 1995 to the Agreement and Plan of Merger dated as of September 12, 1994 by and among Food 4 Less, Inc., Food 4 Less Holdings, Inc., Food 4 Less Supermarkets, Inc., Ralphs Supermarkets, Inc. and the stockholders of Ralphs Supermarkets, Inc. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Food 4 Less Holdings, Inc. dated June 14, 1995, File No. 33-59212).
E-1 -----END PRIVACY-ENHANCED MESSAGE-----