SAFEWAY INC
8-K, 1994-05-20
GROCERY STORES
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<PAGE>   1





                                 UNITED STATES
                       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:  May 20, 1994

                         Commission file number   1-41

                                  SAFEWAY INC.
             (Exact name of registrant as specified in its charter)

<TABLE>                                                       
       <S>                                                       <C>
                   DELAWARE                                                   94-3019135
                   --------                                                   ----------
 (State or other jurisdiction of incorporation or                 (I.R.S. Employer Indentification No.)
                organization)   

             FOURTH AND JACKSON STREETS
                 OAKLAND, CALIFORNIA                                              94660
                 -------------------                                              -----
       (Address of principal executive offices)                                 (Zip Code)

  Registrant's telephone number, including area code                          (510) 891-3000
                                                                              --------------
</TABLE>

                                Not Applicable
             (Former name, former address and former fiscal year,
                        if changed since last report.)
<PAGE>   2
                                  SAFEWAY INC.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)    The following exhibits are filed as part of this Report:

                 12.1     Computation of Ratio of Earnings to Fixed Charges





                                                                        2
<PAGE>   3
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  SAFEWAY INC.
                                   REGISTRANT



 Date:    May 20, 1994                       By:  /s/  F. J. Dale  
          ------------                            -----------------
                                                  F. J. Dale
                                                  Group Vice President
                                                  Finance





                                       3

<PAGE>   1



                                                                    Exhibit 12.1

                                 SAFEWAY INC.
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (dollars in millions)

<TABLE>
<CAPTION>
                                                  12 Weeks Ended                                  
                                              ----------------------
                                               March 26,   March 27,  
                                                 1994        1993       1993       1992       1991       1990   
                                                 ----        ----       ----       ----       ----       ----
<S>                                        <C>           <C>        <C>         <C>        <C>        <C>
Income (loss) before income taxes,                                    
   extraordinary loss and cumulative
   effect of accounting changes              $     73.5  $     (3.1) $   216.3  $   197.4  $   166.2  $   194.7             

Add interest expense                               55.8        63.2      265.5      290.4      355.4      384.1                    

Add interest on rental expense (a)                 19.4        21.0       88.0       88.0       83.0       82.0                   

Equity in earnings of unconsolidated
   affiliates                                     (10.5)      (16.1)     (33.5)     (39.1)     (45.8)     (25.5)           
   
Less gain on common stock offering by
   unconsolidated affiliate                         -           -           -          -       (27.4)        -                    

Add minority interest in subsidiary                 0.7         0.3        3.5        1.7        1.3        1.4                   
                                             ----------  ----------  ---------  ---------  ---------  ---------
   Earnings                                  $    138.9  $     65.3  $   539.8  $   538.4  $   532.7  $   636.7
                                             ==========  ==========  =========  =========  =========  =========
Interest expense                             $     55.8  $     63.2  $   265.5  $   290.4  $   355.4  $   384.1                 

Add capitalized interest                            0.7         0.8        4.2        8.0       10.6        3.3                   

Add interest on rental expense (a)                 19.4        21.0       88.0       88.0       83.0       82.0                   
                                             ----------  ----------  ---------  ---------  ---------  ---------
   Fixed charges                             $     75.9  $     85.0  $   357.7  $   386.4  $   449.0  $   469.4                 
                                             ==========  ==========  =========  =========  =========  =========
   Ratio of earnings to fixed charges              1.83       (b)         1.51 (c)   1.39       1.19 (d)   1.36                   
                                             ==========  ==========  =========  =========  =========  =========
</TABLE>

(a) Based on a 10% discount factor on the estimated present value of future
    operating lease payments.

(b) Safeway's earnings were insufficient to cover fixed charges for the first
    quarter of 1993 primarily due to a $50 million charge to operating and
    administrative expense for estimated severance payments to be made to
    retail employees in the Alberta, Canada division as part of a voluntary
    employee buyout.  The additional amount of earnings needed to cover fixed
    charges in the first quarter of 1993 was $19.7 million.

(c) Safeway's ratio of earnings to fixed charges for 1993 was adversely
    affected by a $54.9 million charge to operating and administrative expense
    for severance payments to be made to retail employees in the Alberta,
    Canada division as part of a voluntary employee buyout.  Excluding this
    charge, the ratio of earnings to fixed charges for 1993 would have been
    1.66.

(d) Safeway's ratio of earnings to fixed charges for 1991 was adversely
    affected by a $115 million  charge to operating profit in connection with
    the bankruptcy of AppleTree Markets, Inc. ("AppleTree").  The $115 million
    charge was an estimate of the eventual net lease and related cash payments
    which Safeway expected to make over a period of up to 16 years in
    connection with any liability Safeway may have on the leases assigned to
    AppleTree as part of the sale of the Company's former Houston division.
    Excluding this charge, the ratio of earnings to fixed charges for 1991
    would have been 1.44.
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