SAFEWAY INC
8-K, 1995-03-29
GROCERY STORES
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                                 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:  March 29, 1995
                         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                      (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,                       (510) 891-3000
        including area code                              --------------

</TABLE>

                                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





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                                   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:  March 29, 1995                   By:  /s/  F. J. Dale
                                             -------------------------------
                                             F. J. Dale
                                             Group Vice President Finance




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<PAGE>   4

                                Exhibit Index


        Safeway Inc. and Subsidiaries List of Exhibits filed with Form 8-K
dated March 29, 1995.

Exhibit 12.1  Computation of Ratio of Earnings to Fixed Charges.

<PAGE>   1
                                                                  Exhibit 12.1
                                                                  
                                 SAFEWAY INC.
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (dollars in millions)



<TABLE>
<CAPTION>                                                                                                            
                                                          1994           1993           1992         1991         1990  
                                                         -------        -------        -------      -------      -------
<S>                                                      <C>            <C>            <C>          <C>          <C>    
Income before income taxes,                                                                                             
     extraordinary loss and cumulative                                                                                  
     effect of accounting changes                        $ 424.1        $ 216.3        $ 197.4      $ 166.2      $ 194.7
                                                                                                                        
Add interest expense                                       221.7          265.5          290.4        355.4        384.1
                                                                                                                        
Add interest on rental expense (a)                          86.6           88.0           88.0         83.0         82.0
                                                                                                                        
Less equity in earnings of unconsolidated affiliates       (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                          3.0            3.5            1.7          1.3          1.4
                                                         -------        -------        -------      -------      -------
     Earnings                                            $ 708.1        $ 539.8        $ 538.4      $ 532.7      $ 636.7
                                                         =======        =======        =======      =======      =======
                                                                                                                        
                                                                                                                        
Interest expense                                         $ 221.7        $ 265.5        $ 290.4      $ 355.4      $ 384.1
                                                                                                                        
Add capitalized interest                                     2.9            4.2            8.0         10.6          3.3
                                                                                                                        
Add interest on rental expense (a)                          86.6           88.0           88.0         83.0         82.0
                                                         -------        -------        -------      -------      -------
     Fixed charges                                       $ 311.2        $ 357.7        $ 386.4      $ 449.0      $ 469.4
                                                         =======        =======        =======      =======      =======
                                                                                                                        
     Ratio of earnings to fixed charges                     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 earnings 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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