-----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, CptwGGRrmTz93AzmNjwDyamu0eEqFRR/j1BHjJZVzFoAWOi7XiXW+rzga85nAXmq nMlzi0EQh3G/8Onifm0YQQ== 0000906344-96-000053.txt : 19961217 0000906344-96-000053.hdr.sgml : 19961217 ACCESSION NUMBER: 0000906344-96-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961216 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40785 FILM NUMBER: 96681376 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: 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 13D/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159834000 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SMITH'S FOOD & DRUG CENTERS, INC. (Name of Issuer) Class B Common Stock, $0.01 par value (Title of Class of Securities) 83238810 (CUSIP Number) Austin D. Kim, Esq. Transamerica Corporation 600 Montgomery Street San Francisco, CA 94111 (415) 983-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 1996 (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. [ ] Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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. -1- 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- 1 Name of Reporting Person TRANSAMERICA CORPORATION IRS Identification No. of Above Person 94-0932740 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware NUMBER OF SHARES 7 Sole Voting Power 520,000 BENEFICIALLY OWNED BY EACH REPORTING 8 Shared Voting Power 2,324,534* PERSON WITH * See Note to Item 5 9 Sole Dispositive Power 520,000 Shared Dispositive Power 2,324,534* 10 * See Note to Item 5 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,324,534* * See Note to Item 5 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 21.76% 14 Type of Reporting Person HC -3- Transamerica Corporation hereby amends, as set forth below, its Statement on Schedule 13D filed on August 7, 1996 and amended on October 24, 1996 (the "Statement") relating to the Class B Common Stock of Smith's Food & Drug Centers, Inc. Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Statement. Item 5. Interest in Securities of the Issuer The response to Item 5 is amended and restated in its entirety as follows: (a), (b), (c) and (d) As of December 13, 1996, Transamerica directly owned, and had sole voting and dispositive power with respect to, 520,000 shares of Class B Common Stock. According to the Issuer's Form 10-Q filed on November 13, 1996, the number of shares of Class B Common Stock outstanding as of October 26, 1996 was 10,684,087. Based on such information, the 520,000 shares of Class B Common Stock directly owned by Transamerica represent approximately 4.87% of the class. See Annex B with respect to transactions by Transamerica in Class B Common Stock, all of which were effected through broker-dealers. None of Transamerica's directors or executive officers beneficially owns any shares of Class B Common Stock. In addition, certain subsidiaries of Transamerica that are eligible to file Schedule 13G pursuant to Rule 13d-1 may be deemed to beneficially own an additional 1,804,534 shares (including 1,757,201 shares owned for the benefit of investment advisory clients of one of Transamerica s subsidiaries) of Class B Common Stock. Such shares represent an additional 16.89% of the class. Note: Management of the affairs of Transamerica's subsidiaries, including decisions respecting dispositions and/or voting of the shares of the Class B Common Stock beneficially owned by such subsidiaries, resides in the respective officers and directors of the subsidiaries and is not directed by Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13D by Transamerica is not intended as, and should not be deemed as, an acknowledgement of beneficial ownership or shared voting or dispositive power by Transamerica of the shares of the Class B Common Stock beneficially owned by its subsidiaries, and such beneficial ownership or attribution or shared voting or dispositive power is expressly disclaimed. (e) Not applicable. -4- Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. December 13, 1996 TRANSAMERICA CORPORATION By /s/ Richard N. Latzer ___________________________ Richard N. Latzer Senior Vice President and Chief Investment Officer -5- ANNEX B Transactions in Class B Common Stock Transamerica has acquired 7,000 shares of Class B Common Stock in open market transactions since October 22, 1996 at the prices and in the amounts shown below. Average Price Per Share Date No. of Shares ($) (excluding commissions) November 22 7,000 28.8712 -6- -----END PRIVACY-ENHANCED MESSAGE-----