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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 14, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SAFEWAY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
786514-20-8
(CUSIP Number)
Check the following box if a fee is being paid with this statement /_/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 pages.
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SCHEDULE 13G
CUSIP No. 786514-20-8
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
KKR ASSOCIATES
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2. Check the Appropriate Box if a Member of a Group (a) /_/
(b) /_/
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3. SEC Use Only
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4. Citizenship or Place of Organization
NEW YORK
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5. Sole Voting Power
-0-
------------------------------------------------------------------
6. Shared Voting Power
Number of
Shares 65,000,000
Beneficially
Owned By
Each ------------------------------------------------------------------
Reporting
Person 7. Sole Dispositive Power
With
-0-
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8. Shared Dispositive Power
65,000,000
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
65,000,000
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10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares /_/
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11. Percent of Class Represented by Amount in Row (9)
62.0%
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12. Type of Reporting Person
PN
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Page 2 of 6 pages.
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Pursuant to the recently adopted electronic filing requirements of the
Securities and Exchange Commission (the "Commission"), this document is a
conforming electronic copy of the Schedule 13G filed with the Commission in
paper format on February 14, 1995.
ITEM 1.
(A) NAME OF ISSUER:
Safeway Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Fourth and Jackson Streets
Oakland, California 94660
ITEM 2.
(A) NAME OF PERSON FILING:
KKR Associates
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
9 West 57th Street
New York, New York 10019
(C) CITIZENSHIP:
New York
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(E) CUSIP NUMBER:
786514-20-8
ITEM 3. Not applicable
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED:
KKR Associates, a New York limited partnership, is the sole
general partner of SSI Associates, L.P., a Delaware limited
partnership, and KKR Partners II, L.P., a Delaware limited
partnership, in which capacity it may be deemed to be the
beneficial owner of the shares of Safeway Inc. common stock
beneficially owned by SSI Associates, L.P. and KKR Partners II,
L.P. SSI Associates, L.P. is the record owner of 63,431,694
shares of common stock of Safeway Inc. KKR
Page 3 of 6 pages.
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Partners II, L.P. is the record owner of 1,568,306 shares of
common stock of Safeway Inc. Henry R. Kravis, George R. Roberts,
Paul E. Raether, Robert I. MacDonnell, Michael W. Michelson, Saul
A. Fox, James H. Greene, Jr., Michael T. Tokarz and, beginning as
of January 1, 1995, Edward A. Gilhuly, Perry Golkin, Clifton S.
Robbins and Scott Stuart are the general partners of KKR
Associates, and in such capacity may be deemed to share
beneficial ownership of any shares beneficially owned by KKR
Associates, but disclaim any such beneficial ownership.
(B) PERCENT OF CLASS:
62.0%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
65,000,000
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
65,000,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Page 4 of 6 pages.
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 6 pages.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 1995
KKR ASSOCIATES
By: /s/ Michael W. Michelson
------------------------
Name: Michael W. Michelson
Title: General Partner
Page 6 of 6 pages.
