<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 15, 1994 REGISTRATION NO. 33-_______
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 10549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAFEWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3019135
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
FOURTH AND JACKSON STREETS
OAKLAND, CALIFORNIA 94660
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
EMPLOYEE STOCK PURCHASE PLAN OF SAFEWAY INC.
(FULL TITLE OF PLAN)
MICHAEL C. ROSS
SENIOR VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
SAFEWAY INC.
FOURTH AND JACKSON STREETS
OAKLAND, CALIFORNIA 94660
(510) 891-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
SCOTT R. HABER, ESQ.
LATHAM & WATKINS
505 MONTGOMERY STREET, SUITE 1900
SAN FRANCISCO, CA 94111
(415) 391-0600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
AMOUNT PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SHARES MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED (1) REGISTERED PER SHARE PRICE (2) FEE
- ------------------- ---------- -------------- --------- ------------
<S> <C> <C> <C> <C>
COMMON STOCK 2,500,000 $26.125 $65,312,500 $22,521.71
$.01 PAR VALUE
</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Employee Stock Purchase Plan of Safeway Inc.
described herein.
(2) Pursuant to Rule 457 the proposed maximum aggregate offering price is
$65,312,500 which equals the aggregate number of shares of Common Stock being
registered in connection with the Employee Stock Purchase Plan of Safeway Inc.
multiplied by the average of the high and low sales price of Common Stock, as
reported on the New York Stock Exchange on July 12, 1994.
_______________
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Safeway Inc., a
Delaware corporation (the "Company") are incorporated as of their
respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994.
B. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 26, 1994.
C. All other reports filed by the Company pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 since
January 1, 1994.
D. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on February 20, 1990, including the amendment on
Form 8 dated March 26, 1990.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, are
incorporated by reference in this Registration statement and are a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constituted a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the
Company's Restated Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except for
liability (1) for breach of the duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (governing distributions to
stockholders), or (iv) for any transaction for which a director derives an
improper personal benefit. In addition, Section 145 of the Delaware General
Corporation Law and Article III, Section 13 of the Company's By-Laws, under
certain circumstances, provide for the indemnification of the Company's
officers, directors, employees and agents against liabilities which they may
incur in such capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to Article III, Section 13 of the
Company's By-Laws.
In general, any officer, director, employee or agent will be
indemnified against expenses including attorneys' fees, fines, settlements or
judgments which were actually and reasonably incurred in connection with a
legal proceeding, other than one brought by or on behalf of the Company, to
which he was a party as a result of such relationship, if he acted in good
faith, and in the manner he believed to be in or not opposed to the Company's
best interest and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. If the action is brought
by or on behalf of the Company, the person to be indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the Company's best interest. No indemnification will be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware, or the court in which such action was brought, determines upon
application that, despite adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.
Any indemnification under the previous paragraphs (unless ordered
by a court) will be made by the Company only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth above. Such determination will be made (i) by the Board
of Directors by a majority vote of a quorum of disinterested directors who were
not parties to such action, (ii) if such quorum is not obtainable or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion or (iii) by the stockholders. To the extent that
a director, officer, employee or agent of the Company is successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
the previous paragraph, he will be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
Company as authorized by the By- Laws. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
The indemnification and advancement of expenses provided by, or
granted pursuant to, Section 13 of the By-Laws is not deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
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If a claim for indemnification or payment of expenses under Section 13 of the
By-Laws is not paid in full within ninety (90) days after a written claim
therefor has been received by the Company the claimant may file suit to recover
the unpaid amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim. In any such
action, the Company has the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.
The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Company would have the power to indemnify him against
such liability under the provisions of Section 13 of the By-Laws. The Board of
Directors may authorize the Company to enter into a contract with any person
who is or was a director, officer, employee or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee or
agent of another partnership, joint venture, trust or other enterprise
providing for indemnification rights equivalent to or, if the Board of
Directors so determines, greater than those provided for in Section 13 of the
By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1. Employee Stock Purchase Plan of Safeway Inc.
23.1. Consent of Deloitte & Touche
24. Power of Attorney (Page 6)
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be a new
registration statement relating
<PAGE> 5
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities as that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registration pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Oakland, California on July 15, 1994.
SAFEWAY INC.
By: F.J. DALE
______________________________
Name: F.J. DALE
Title: Group Vice President-Finance
<PAGE> 6
POWER OF ATTORNEY TO SIGN AMENDMENTS
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Michael C. Ross and Julian C. Day, and each acting
alone, as attorneys-in-fact, with full power of substitution, to sign on his or
her behalf, individually and in such capacity stated below, and to file any
amendments, including post-effective amendments or supplements, to this
Registration Statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PETER A. MAGOWAN
____________________________ Chairman of the Board of Directors July 15, 1994
Peter A. Magowan
STEVEN A. BURD
____________________________ President, Chief Executive Officer July 15, 1994
Steven A. Burd and Director
JULIAN C. DAY
____________________________ Executive Vice President and Chief July 15, 1994
Julian C. Day Financial Officer
F.J. DALE
____________________________ Group Vice President - Finance July 15, 1994
F. J. Dale (Principal Accounting Officer)
SAM GINN
____________________________ Director July 15, 1994
Sam Ginn
JAMES H. GREENE, JR.
____________________________ Director July 15, 1994
James H. Greene, Jr.
PAUL HAZEN
____________________________ Director July 15, 1994
Paul Hazen
HENRY R. KRAVIS
____________________________ Director July 15, 1994
Henry R. Kravis
ROBERT I. MacDONNELL
____________________________ Director July 15, 1994
Robert I. MacDonnell
GEORGE R. ROBERTS
____________________________ Director July 15, 1994
George R. Roberts
MICHAEL T. TOKARZ
____________________________ Director July 15, 1994
Michael T. Tokarz
</TABLE>
<PAGE> 1
EXHIBIT 4.1
SAFEWAY STOCK PURCHASE PLAN
By investing in Safeway stock, you can share in the success you help create.
The value of Safeway shares has increased substantially since the company's
initial public stock offering in 1990. While there is no guarantee that our
share price will continue to rise, stocks of well managed companies have
typically outperformed many other common investment vehicles over time and can
be an important part of an overall investment strategy.
Like other Safeway stockholders, you will receive periodic financial
reports and have the opportunity to vote on important matters concerning the
company. In addition, as a Safeway employee, you will enjoy both the
convenience of purchasing your shares through payroll deduction and the
savings of accumulating them without paying brokerage commissions or fees.
Eligibility Requirements
To participate in the plan, you must be a Safeway employee, either full-time or
part-time, and have reached the "age of majority" in your state or province.
The age of majority is usually 18 or 21; your human resources office can tell
you which age applies in your area if you aren't sure.
Before electing to participate, eligible employees should consider the
following important questions:
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. Is Safeway stock a wise investment for me? Is it a sensible part of an
overall investment strategy?
. How much can I afford to invest in Safeway each pay period? Will I need that
money in the short run for bills, tuition, a new car or other living expenses?
. Can I afford the risk associated with investing in stock?
HOW THE PLAN WORKS
To enroll in the Safeway Stock Purchase Plan, first decide how much money you
want to set aside each pay period. Your deduction amount must be in whole
dollars and not less than $5.00 per period 1. Next, fill out an enrollment
form and give it to your facility manager or human resources office. Merrill
Lynch, the plan administrator, will then set up an account in your name.
The amount you designate will automatically be deducted from each paycheck and
used to accumulate whole or partial shares. The price of the stock will be the
average market price of all shares bought for all employees in the plan for
that period.
Your stock will be held in your own account, and you'll receive quarterly
statements showing your total number of shares and their value. You may hold
your stock as a long-term investment or sell some or all of it at any time.
1 From time to time, the company may offer certain investment incentives for
employees to enroll in the plan, such as lower minimum deduction amounts, stock
awards to participants satisfying certain criteria and other incentives.
<PAGE> 3
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ADVANTAGES OF THE PLAN
There are many advantages of participating in the Safeway Stock Purchase Plan:
. CONVENIENCE
Payroll deduction is an easy way to build a long-term investment. Once you
enroll in the plan, stock is automatically purchased for you each pay period.
. FLEXIBILITY
You select the amount you want to invest. There's no need to buy a specific
number of shares, nor do you have to buy whole shares.
. BALANCE
By regularly investing a set amount over time, you'll buy more shares of stock
when the price is low and fewer shares when the price is high. This is called
dollar cost averaging -- a systematic way to help balance the ups and downs of
the stock market.
. SAVINGS
100% of your money goes to work for you, because you pay no commissions or
fees. Safeway pays them for you.
. ACCESSIBILITY
You'll always have easy access to your account. You may sell all or part of
your shares quickly and conveniently simply by calling this special toll-free
number: 1-800-621-3777.
<PAGE> 4
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HOW MUCH WILL THE STOCK COST?
Stock prices fluctuate each trading day based on the law of supply and demand.
Your account will be credited with stock at the average market price of all
Safeway shares bought for all employees in the plan for that period. Purchases
may be made over a period of days so as not to adversely affect the price of
the stock.
WHAT ABOUT DIVIDENDS?
Currently, Safeway pays no cash dividends on shares of common stock, because
the company believes it can create greater value for shareholders by
reinvesting earnings into the business. If dividends are declared at some
future date, unless you request otherwise, they will automatically be
reinvested to buy additional shares at no cost to you.
HOW DO I CHANGE THE AMOUNT OF MY PAYROLL DEDUCTION?
You can notify your human resources office in writing to increase or decrease
your payroll deduction or discontinue payroll deductions entirely. Any changes
you request will take effect as soon as possible after your written request is
received by Safeway.
If you notify Safeway to discontinue payroll deductions, if you leave Safeway,
or if the plan is discontinued by the company, your account with Merrill Lynch
will remain open unless you choose to close it. You can continue to buy and
sell securities through this account, but you will have to pay all commissions
and fees.
<PAGE> 5
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CAN I BUY ADDITIONAL SHARES OF SAFEWAY STOCK THROUGH THE PLAN?
As a participant in the plan, your brokerage account with Merrill Lynch permits
you to buy shares of Safeway stock in addition to those purchased with payroll
deductions. If you wish to buy additional shares, simply send your check along
with written instructions directly to Merrill Lynch. Because you are a plan
participant, commissions and fees for such purchases will be discounted from
the regular Merrill Lynch rates.
WHAT RECORDS OF MY TRANSACTIONS WILL I RECEIVE?
Every quarter, you will receive a summary statement. It will indicate the
current value of your investments as of the last day of the quarter. In
addition, it will detail all activity in your account for the previous three
months, listing the total number of whole and fractional shares you've
accumulated as well as the number of shares and the price of each purchase or
sale. For your added convenience, your statement for the fourth quarter will
also include a special year-end summary.
In addition, you will receive a separate tax reporting statement each January
with information to be used when preparing your income tax return. All
statements mailed to you by Merrill Lynch should be kept in a safe place.
CAN I GET IMMEDIATE INFORMATION ABOUT MY ACCOUNT?
With a touch-tone phone, account information is available 24 hours a day, seven
days a week by calling a special toll-free number, 1-800-621-3777. Enter your
<PAGE> 6
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nine-digit account number and five-digit Personal Identification Number (PIN)
to gain access to your account. (When you join the plan, Merrill Lynch will
assign and mail to you a confidential PIN.)
When you call the toll-free number, you can conveniently check your account
balance, receive Safeway stock quotes, execute sale orders via an automated
system (for which you will receive separate instructions), or change your PIN.
You can perform any of these functions whenever you like, day or night.
HOW DO I GET STARTED?
Just complete the payroll deduction Stock Purchase Plan enrollment form and
return it to your facility manager or human resources office. Be sure to
follow the instructions, fill out all sections, and sign your name in each of
the places indicated.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Safeway Inc.:
We hereby consent to the incorporation by reference in this Registration
Statement of Safeway Inc. on Form S-8 of our reports dated February 21, 1994
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Safeway Inc. for the fiscal year ended January 1, 1994.
DELOITTE & TOUCHE
Oakland, California
July 14, 1994
