SAFEWAY INC
8-K, 1995-05-22
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 22, 1995

                         Commission file number   1-41

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

           DELAWARE                                              94-3019135
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

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

Registrant's telephone number, including area code               (510) 891-3000

                                 Not Applicable
         (Former name or former address, 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





<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 22, 1995                             By:  /s/  F. J. Dale
                                                     --------------------
                                                     F. J. Dale
                                                     Group Vice President
                                                     Finance





<PAGE>   4

                         SAFEWAY INC. AND SUBSIDIARIES


                                 EXHIBIT INDEX



List of Exhibits Filed with Form 8-K dated May 22, 1995:

          Exhibit 12.1      Computation of Ratio of Earnings to Fixed Charges





<PAGE>   1

                                  SAFEWAY INC.                      Exhibit 12.1
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (dollars in millions)

<TABLE>
<CAPTION>
                                                     12 Weeks
                                              --------------------
                                              March 26,  March 26,
                                                1995       1994         1994       1993           1992        1991         1990
                                              ---------  ---------   ---------   --------       --------   --------      --------
<S>                                           <C>        <C>         <C>         <C>            <C>        <C>           <C>
Income before income taxes,
   extraordinary loss and cumulative
   effect of accounting changes               $  109.8   $  73.5     $   424.1   $  216.3       $  197.4   $  166.2      $  194.7

Add interest expense                              47.5      55.8         221.7      265.5          290.4      355.4         384.1

Add interest on rental expense (a)                20.0      19.4          86.6       88.0           88.0       83.0          82.0

Less equity in earnings of unconsolidated
   affiliates                                     (2.8)    (10.5)        (27.3)     (33.5)         (39.1)     (45.8)        (25.5)

Less gain on common stock offering by
   unconsolidated affiliate                       -         -             -          -              -         (27.4)          -

Add minority interest in subsidiary                0.8       0.7           3.0        3.5            1.7        1.3           1.4
                                              --------   -------      --------   --------       --------   --------      --------

   Earnings                                   $  175.3   $ 138.9      $  708.1   $  539.8       $  538.4   $  532.7      $  636.7
                                              ========   =======      ========   ========       ========   ========      ========


Interest expense                              $   47.5   $  55.8      $  221.7   $  265.5       $  290.4   $  355.4      $  384.1

Add capitalized interest                           0.8       0.7           2.9        4.2            8.0       10.6           3.3

Add interest on rental expense (a)                20.0      19.4          86.6       88.0           88.0       83.0          82.0
                                              --------   -------      --------   --------       --------   --------      --------

   Fixed charges                              $   68.3   $  75.9      $  311.2   $  357.7       $  386.4   $  449.0      $  469.4
                                              ========   =======      ========   ========       ========   ========      ========

   Ratio of earnings to fixed charges             2.57      1.83          2.28       1.51 (b)       1.39       1.19 (c)      1.36
                                              ========   =======      ========   ========       ========   ========      ========
</TABLE>

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

   (b) Safeway's ratio of earning to fixed charges during 1993 were adversely
       affected by a $54.9 million charge to operating and administrative
       expense for severance payments 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.

   (c) 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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