<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON OCTOBER 30, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
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)
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)
---------------
1994 AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN FOR KEY
EMPLOYEES 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 REGISTERED PER SHARE PRICE (1) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK 5,000,000 $46.1875 $230,937,500 $79,634
$.01 PAR VALUE
</TABLE>
- -----------------------------
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE AMOUNT OF THE
REGISTRATION FEE PURSUANT TO RULE 457(h). THE PROPOSED MAXIMUM OFFERING PRICE
PER SHARE IS BASED UPON THE AVERAGE ($46.1875) OF THE HIGH ($46.50) AND LOW
($45.875) PRICES FOR THE COMPANY'S COMMON STOCK ON THE COMPOSITE TAPE FOR THE
NEW YORK STOCK EXCHANGE ON OCTOBER 24, 1995.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
By a Registration Statement on Form S-8 and Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on August 12, 1991,
Registration File No. 33-42432, and a Registration Statement on Form S-8 filed
with the Commission on June 26, 1992, Registration File No. 33-48884
(collectively, the "Prior Registration Statements"), Safeway Inc., a Delaware
corporation (the "Company"), previously registered a total of 18,000,000 shares
of the Common Stock, par value $.01 per share (the "Common Stock"), of the
Company reserved for issuance from time to time in connection with the 1994
Amended and Restated Stock Option and Incentive Plan for Key Employees of
Safeway Inc., as amended (the "Plan"). The Plan has been amended and the number
of shares of Common Stock issuable thereunder has been increased to 23,000,000.
Under this Registration Statement, the Company is registering the additional
5,000,000 shares of the Common Stock issuable under the Plan. The contents of
the Prior Registration Statements are incorporated by reference herein. Pursuant
to Instruction E to Form S-8, all other information otherwise required to be
filed in this Registration Statement is not required to be filed in this
Registration Statement.
Item 8. Exhibits
5.1 Opinion of Michael C. Ross, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Michael C. Ross, Esq. (included in Exhibit 5.1).
24 Power of Attorney (incorporated in the signature page to the
Registration Statement - see page 3).
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 October 30, 1995.
SAFEWAY INC.
BY: /s/ Julian C. Day
------------------------
Julian C. Day
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Julian C. Day and Michael C. Ross and
each acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement and to file the same with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any
amendments or supplements hereto in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with Safeway Inc. and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ PETER A. MAGOWAN Chairman of the Board October 30, 1995
- ---------------------------
Peter A. Magowan
/s/ STEVEN A. BURD President, Chief Executive October 30, 1995
- --------------------------- Officer and Director
Steven A. Burd
</TABLE>
<PAGE> 4
SIGNATURES (CONTINUED)
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ SAM GINN Director October 30, 1995
- ---------------------------
Sam Ginn
/s/ JAMES H. GREENE, JR. Director October 30, 1995
- ---------------------------
James H. Greene, Jr.
/s/ PAUL HAZEN Director October 30, 1995
- ---------------------------
Paul Hazen
/s/ HENRY R. KRAVIS Director October 30, 1995
- ---------------------------
Henry R. Kravis
/s/ ROBERT I. MACDONNELL Director October 30, 1995
- ---------------------------
Robert I. MacDonnell
/s/ GEORGE R. ROBERTS Director October 30, 1995
- ---------------------------
George R. Roberts
/s/ MICHAEL T. TOKARZ Director October 30, 1995
- ---------------------------
Michael T. Tokarz
/s/ JULIAN C. DAY Executive Vice President October 30, 1995
- --------------------------- and Chief Financial Officer
Julian C. Day (Principal Accounting Officer)
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
5.1 Opinion of Michael C. Ross, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Michael C. Ross, Esq. (included in Exhibit 5.1).
24 Power of Attorney (incorporated in the signature page to the Registration
Statement - see page 3).
</TABLE>
<PAGE> 1
Exhibit 5.1
October 30, 1995
Safeway Inc.
Fourth and Jackson Streets
Oakland, CA 94660
Re: Safeway Inc. Common Stock
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, I have examined the Registration Statement on Form S-8,
together with exhibits thereto (the "Registration Statement"), to be filed by
Safeway Inc. relating to the registration of an additional 5,000,000 shares of
common stock, $.01 par value per share (the "Shares"), issuable in connection
with the 1994 Amended and Restated Stock Option and Incentive Plan for Key
Employees, as amended (the "Plan"), of Safeway Inc., a Delaware corporation (the
"Company"). I am familiar with the proceedings undertaken by the Company in
connection with the issuance of the Shares under the Plan and the authorization
of such issuance thereunder, and have examined such documents and such questions
of law and fact as I have deemed necessary in order to express the opinion
hereinafter stated.
Based on the foregoing, I am of the opinion that the Shares have been
duly authorized, and upon issuance of the Shares under the terms of the Plan and
delivery and payment therefor of legal consideration in excess of the aggregate
par value of the Shares issued, such Shares will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MICHAEL C. ROSS
Michael C. Ross
Senior Vice President,
Secretary and General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Safeway Inc. on Form S-8 of our report dated February 20, 1995 incorporated by
reference in the Annual Report on Form 10-K of Safeway Inc. for the fiscal
year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Oakland, California
October 30, 1995
