SAFEWAY INC
8-A12B/A, 1994-09-21
GROCERY STORES
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<PAGE>   1
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                               AMENDMENT NO. 1 TO
 
                                    FORM 8-A
 
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 
                      PURSUANT TO SECTION 12(b) OR (g) OF
 
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                                  SAFEWAY INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                               <C>
                  Delaware                                         94-3019135
  (State of incorporation or organization)             (IRS Employer Identification No.)
         Fourth and Jackson Streets
             Oakland, California                                     94660
   (Address of principal executive offices                         (Zip Code)
</TABLE>
 
       Securities to be registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<S>                                               <C>
             Title of each class                         Name of each exchange on which
             to be so registered                         each class is to be registered
- ---------------------------------------------     --------------------------------------------
        Common Stock, $0.01 par value                       New York Stock Exchange
                                                             Pacific Stock Exchange
      Warrants to Purchase Common Stock                     New York Stock Exchange
</TABLE>
 
       Securities to be registered pursuant to Section 12(g) of the Act:
 
                                      None
<PAGE>   2

ITEM 1.  Description of Registrant Securities to be Registered.

     A.  The description of the Registrant's Common Stock required by this Item
is incorporated by reference to the "Description of Capital Stock" on pages 39 
and 40 of the Registrant's Registration Statement on Form S-1, No. 33-33388, in
the form in which it was filed on Fegruary 12, 1990.       

     B.  The description of the Registrant's Warrants to purchase Common Stock
required by this Item is incorporated by reference to the "Description of Merger
Warrants" on pages 40 through 43 of the Registrant's Registration Statement on 
Form S-4, No. 33-9913, in the form in which it was filed on October 31, 1986.

ITEM 2.  Exhibits

     Pursuant to Instruction II of the Instructions as to Exhibits for
Registration Statements on Form 8-A, only the documents listed below are filed
as Exhibits to this Registration Statement because no other securities of the
Registrant are registered on the New York Stock Exchange or the Pacific Stock
Exchange. The Registrant will file with the New York Stock Exchange and the
Pacific Stock Exchange the documents required by Instruction II to be filed with
that exchange.  

     The following Exhibits are filed pursuant to Rule 12b-23(a)(3):

     * 1.  Portions, incorporated by reference herein, of the information set 
           forth under the caption "Description of Capital Stock" on pages 39 
           and 40 of the Registrant's Registration Statement on Form S-1 (No.
           33-33388) under the Securities Act of 1933.

     * 2.  Portions, incorporated by reference herein, of the information set
           forth under the caption "Description of Merger Warrants" on pages 40
           through 43 of the Registrant's Registration Statement on Form S-4
           (No. 33-9913) under the Securities Act of 1933.
- ------------

* Previously filed
<PAGE>   3

                                  SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities and Exchange 
Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on
its behalf by the undersigned, thereto duly authorized.

September 20, 1994
                                            SAFEWAY INC.

                                            By:    MICHAEL C. ROSS
                                                   --------------------------
                                            Name:  Michael C. Ross
                                            Title: Senior Vice President, 
                                                   Secretary & General Counsel


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