-----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, Ni3jZpDoOS13QS8kyd9JEetaLuO3rbJ7eBxvDVksm2riTyTOIir46FEZOL5PMFNp oZVgluXovBrEuociImO9gw== 0000850309-97-000006.txt : 19970222 0000850309-97-000006.hdr.sgml : 19970222 ACCESSION NUMBER: 0000850309-97-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHS FOOD & DRUG CENTERS INC CENTRAL INDEX KEY: 0000850309 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 870258768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40785 FILM NUMBER: 97534593 BUSINESS ADDRESS: STREET 1: 1550 S REDWOOD RD CITY: SALT LAKE CITY STATE: UT ZIP: 84104 BUSINESS PHONE: 8019741400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUST FOR THE CHILDREN OF SMITH FRED L CENTRAL INDEX KEY: 0001033729 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 876199200 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SMITH FOOD & DRUG CENTERS INC STREET 2: 1550 S REDWOOD ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84104 BUSINESS PHONE: 80197401400 MAIL ADDRESS: STREET 1: C/O SMITH FOOD & DRUG CTRS INC STREET 2: 1550 S REDWOOD ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84104 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 Under the Securities Exchange Act of 1934 [Amendment No. 001] Smith's Food & Drug Centers, Inc. (Name of Issuer) Class A and Class B Common Stock (Title of Class of Securities) CUSIP Number - Class A has no CUSIP Number and is not registered. CUSIP Number for Class B is 832388-10-2. Class A is convertible to Class B on a one-for-one basis. Check the following box if a fee is being paid with this statement [ ] CUSIP No: Class A has no CUSIP Number and is not registered. CUSIP Number for Class B is 832388-10-2. Class A is convertible to Class B on a one-for-one basis. - ------------------------------------------------------------------ 1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons .... Trust for the Children of Fred L. Smith 87-6199255 - ------------------------------------------------------------------ 2) Check the Appropriate Row if a Member of a Group (a) (b) .... [X] - ------------------------------------------------------------------ 3) SEC Use Only - ------------------------------------------------------------------ 4) Citizenship or Place of Organization .... USA - ------------------------------------------------------------------ 5) Sole Voting Power .... 560,353 shares of Class B, as converted - ------------------------------------------------------------------ 6) Shared Voting Power .... 0 shares of Class B, as converted - ------------------------------------------------------------------ 7) Sole Dispositive Power .... 560,353 shares of Class B, as converted - ------------------------------------------------------------------ 8) Shared Dispositive Power .... 0 shares of Class B, as converted - ------------------------------------------------------------------ 9) Aggregate Amount Beneficially Owned by Each Reporting Person .... 560,353 shares of Class B, as converted - ------------------------------------------------------------------ 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares .... [X] - ------------------------------------------------------------------ 11) Percent of Class Represented by Amount in Row 9 .. 5.0% of Class B - ------------------------------------------------------------------ 12) Type of Reporting Person .... OO (TRUST) - ------------------------------------------------------------------ Item 1(a) Name of Issuer: Smith's Food & Drug Centers, Inc. - ------------------------------------------------------------------ Item 1(b) Address of Issuer's Principal Executive Offices: 1550 South Redwood Road Salt Lake City, Utah 84104 - ------------------------------------------------------------------ Item 2(a) Name of Person Filing: Trust for the Children of Fred L. Smith - ------------------------------------------------------------------ Item 2(b) Address of Principal Business Office or, if None, Residence: c/o Smith's Food & Drug Centers, Inc. 1550 South Redwood Road Salt Lake City, Utah 84104 - ------------------------------------------------------------------ Item 2(c) Citizenship: USA - ------------------------------------------------------------------ Item 2(d) Title of Class of Securities: Class A Common Stock (Convertible to Class B stock on a one-for-one basis) - ------------------------------------------------------------------ Item 2(e) CUSIP Number: Class A Common Stock has no CUSIP Number. CUSIP Number for Class B Common Stock is 832388-10-2. - ------------------------------------------------------------------ Item 3 N/A - ------------------------------------------------------------------ Item 4 Ownership (a) Amount Beneficially Owned: 560,353 shares of Class B, as converted The Trust for the Children of Fred Lorenzo Smith is the record owner of 560,353 shares of Class A Common Stock. Pursuant to terms of the Restated Certificate of Incorporation of the Issuer, (i) each share of Class A Common Stock carries the right to ten (10) votes for the election of directors of the Issuer and upon any matter presented to the stockholders for their vote or approval, subject to conversion upon transfer as provided for below, and (ii) each share of Class B Common Stock carries the right to one (1) vote for the election of directors of the Issuer and upon any matter presented to the stockholders for their vote or approval. Any Class A Stockholder has the right at any time to convert any share of Class A Common Stock into one (1) share of Class B Common Stock. In addition, upon transfer of any share of Class A Common Stock to any person other than certain specified transferees, such share of Class A Common Stock shall be converted into a share of Class B Common Stock. In addition to the foregoing, the Trust for the Children of Fred Lorenzo Smith is a party to a Standstill Agreement, dated as of January 29, 1996 (the "Standstill Agreement"), among the Issuer and the stockholders of the Issuer listed below (a copy of which has been filed as Exhibit 10.2 to the Issuer's Form S-3 Registration Statement (Registration No. 333-01601) and is incorporated herein by reference). Share amounts for persons other than the reporting person are to the best of the reporting person's knowledge.
Beneficial Ownership of Shares Stockholder of Record of Class B Common Stock The Yucaipa Companies 200,000 Yucaipa SSV Partners, L.P. 1,340,772 Yucaipa Smitty's Partners, L.P. 300,667 Yucaipa Smitty's Partners II, L.P. 136,793 Yucaipa Arizona Partners, L.P. 273,582 Jeffrey P. Smith 653,807 Richard D. Smith 422,063 Fred L. Smith 252,708 Ida Smith 0 The Dee Glen Smith Marital Trust 224,287 Trust for the Children of Jeffrey Paul Smith 560,353 Trust for the Children of Richard Dee Smith 540,952 Trust for the Children of Fred Lorenzo Smith 560,353 --------- Total 5,339,929 ========= The number of shares of Class B Common Stock held of record includes any shares of the Issuer's Class A Common Stock held of record by such stockholder. Shares of Class A Common Stock may be converted at any time at the election of the holder into an equal number of shares of Class B Common Stock. The Dee Glen Smith Marital Trust is the record owner of 3,253,623 shares of Series I Preferred Stock. Each share of Series I Preferred Stock is entitled to ten (10) votes for the election of directors of the Issuer and upon any matter that comes to a vote before the stockholders of the Issuer on which the holders of any series of Common Stock are entitled to vote. An additional 2,101,377 shares of Series I Preferred Stock which are held by two charitable organizations are subject to the Standstill Agreement.
Pursuant to the Standstill Agreement, the parties thereto holding shares of Class A Common Stock, Class B Common Stock and Series I Preferred Stock are required to vote their shares to elect to the Issuer's seven-member Board of Directors two persons nominated by The Yucaipa Companies and two persons nominated by the Smith family. As a result of the Standstill Agreement, some or all of the parties thereto 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 Trust for the Children of Fred Lorenzo Smith does not affirm the existence of such a group and, except to the extent set forth above, disclaims beneficial ownership of shares of Class A Common Stock, Class B Common Stock and Series I Preferred Stock owned by any other person. (b) Percent of Class: 5.0% of Class B (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 560,353 shares of Class B, as converted (ii) shared power to vote or to direct the vote 0 shares of Class B, as converted (iii) sole power to dispose or to direct the disposition of 560,353 shares of Class B, as converted (iv) shared power to dispose or to direct the disposition of 0 shares of Class B, as converted - ------------------------------------------------------------------ Item 5 Ownership of Five Percent or Less of a Class N/A - ------------------------------------------------------------------ Item 6 Ownership of More than Five Percent on Behalf of Another Person Fred L. Smith is Trustee of the Trust for the Children of Fred L. Smith. See Item 4 above. - ------------------------------------------------------------------ Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company N/A - ------------------------------------------------------------------ Item 8 Identification and Classification of Members of the Group See Item 4 above. - ------------------------------------------------------------------ Item 9 Notice of Dissolution of Group N/A - ------------------------------------------------------------------ Item 10 Certification N/A - ------------------------------------------------------------------ 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, 1997 /s/ Fred L. Smith Trustee __________________________________ /s/ Michael C. Frei by: __________________________________ Attorney-in-Fact (Signature) Fred L. Smith Trustee (Name) -----END PRIVACY-ENHANCED MESSAGE-----