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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Amendment No. 13)
Under the Securities Exchange Act of 1934
THE VONS COMPANIES, INC.
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(Name of issuer)
Common Stock, Par Value $.10 Per Share
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(Title of class of securities)
928869-10-6
(CUSIP number)
Michael C. Ross, Esq.
Senior Vice President
Safeway Inc.
5918 Stoneridge Mall Road
Pleasanton, California 94588
(510) 467-3000
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(Name, address and telephone number of person
authorized to receive notices and communications)
COPY TO:
Scott R. Haber
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
April 8, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 8 Pages
Exhibit Index is on Page 8
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SCHEDULE 13D
CUSIP No. 928869-10-6
1. Name of Reporting Person
Safeway Southern California, Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,000
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
100%
14. Type of Reporting Person
CO
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SCHEDULE 13D
CUSIP No. 928869-10-6
1. Name of Reporting Person
Safeway Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC/OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
-0-
Number of
Shares 8. Shared Voting Power
Beneficially 1,000
Owned By
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
1,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
100%
14. Type of Reporting Person
CO
3
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Safeway Southern California, Inc., a Delaware corporation
("SSCI"), and Safeway Inc., a Delaware corporation ("Safeway" and together with
SSCI, the "Reporting Persons"), hereby amend and supplement as Amendment No. 13
the Statement on Schedule 13D filed on September 16, 1988 and all amendments
thereto (as so amended, the "Schedule 13D"), relating to the Common Stock ("Vons
Common Stock"), par value $0.10 per share (the "Shares"), of The Vons Companies,
Inc., a Michigan corporation (the "Company"). This Amendment No. 13 supplements
and, to the extent inconsistent therewith, amends the information set forth in
the Schedule 13D. Capitalized terms used herein and not defined have the same
meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Items 3 and 4 to the Schedule 13D are amended, in pertinent
part, as follows:
A copy of the Merger Agreement was filed as an Exhibit to
Amendment No. 11 to this Schedule 13D and a copy of the January 8, 1997 Merger
Agreement Amendment was filed as an Exhibit to Amendment No. 12 to this
Schedule 13D, both of which are incorporated herein by reference. On April 8,
1997, pursuant to the Merger Agreement, as amended, Merger Sub merged with and
into the Company (the "Merger"). The Company was the surviving corporation (the
"Surviving Corporation") in the Merger and as a result thereof became a wholly
owned subsidiary of SSCI and an indirect wholly owned subsidiary of Safeway.
Pursuant to the Merger Agreement, each Share issued and outstanding immediately
prior to the Merger (excluding the Shares held directly or indirectly by the
Reporting Persons) were converted into the right to receive 1.425 shares of
common stock, par value $0.01 per share, of Safeway ("Safeway Common Stock").
At the Effective Time there were approximately 29,210,132 Shares outstanding
which were not held by the Reporting Persons, which Shares became the right to
receive an aggregate of 41,624,439 issued shares of Safeway Common Stock plus
cash in lieu of any fractional shares issued in connection with the Merger. At
the effective time of the Merger, the 15,126,000 Shares held by the Reporting
Persons immediately prior to the Merger were automatically canceled and each
share of common stock, $0.01 par value, of Merger Sub issued and outstanding
immediately prior to the Merger was converted into and exchanged for one Share.
As a result of the foregoing, SSCI became the holder of 1,000 Shares,
constituting all of the issued and outstanding Shares of the Surviving
Corporation.
In connection with the Merger, each outstanding option to
purchase Shares issued under The Vons Companies, Inc. Management Stock Option
Plan and The Vons Companies, Inc. 1990 Stock Option and Restricted Stock Plan
(collectively, the "Vons Employee Plans") was assumed by Safeway and now
represents the right to purchase shares of Safeway Common Stock at the
conversion ratio of 1.425 ("Assumed Options"). In addition, Safeway issued
options to purchase an aggregate of 264,917 shares of Safeway Common Stock
("Replacement Options") to former members of the Board of Directors of the
Company in exchange for Vons stock options pursuant to The Vons Companies, Inc.
Directors' Stock Option Plan (the "Vons Director Plan") previously issued to
such directors. Shares of Safeway
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Common Stock to be issued upon exercise of Assumed Options and Replacement
Options will be issued from shares of Safeway Common Stock held in treasury.
As provided in the Merger Agreement, the directors of Merger
Sub immediately prior to the Merger were the initial directors of the Surviving
Corporation and the officers of the Company immediately prior to the Merger were
the initial officers of the Surviving Corporation.
The Surviving Corporation has caused, or will cause, Vons
Common Stock to be delisted from the New York Stock Exchange. As a consequence
of the Merger, Vons Common Stock is eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the Surviving Corporation has filed, or will file, with the
Securities and Exchange Commission (the "Commission") a Certification and Notice
of Termination of Registration Under Section 12(g) of the Exchange Act or
Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Exchange
Act. Upon approval by the Commission of such termination of registration, the
Reporting Persons will cease to have reporting obligations under the Exchange
Act.
Also in connection with the Merger, Safeway consummated the
Repurchase which was described in Amendment No. 12 to the Schedule 13D.
On April 8, 1997, Safeway issued a press release announcing
the consummation of the Merger. A copy of the press release is filed herewith
as Exhibit 2 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 to the Schedule 13D is amended, in pertinent part, as
follows:
(a)-(b) As a result of the Merger, the Reporting Persons
beneficially own an aggregate of 1,000 Shares, which represents 100% of the
outstanding Shares. All of such Shares are held of record by SSCI. The Reporting
Persons share the power to vote, or direct the vote, and to dispose or direct
the disposition of, all such Shares.
(c) The information contained in Item 4 is incorporated herein
by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 to the Schedule 13D is amended, in pertinent part, as
follows:
On April 8, 1997, the Vons Employee Plans were amended to
reflect the assumption by Safeway of the Vons options issued thereunder and the
issuance of the Assumed Options. The form of amendment to the Employee Plans was
filed as Exhibit 4.5 to Safeway's Post-Effective Amendment to Form S-4 on Form
S-8 Registration Statement filed April 8, 1997 and is incorporated herein by
reference. On April 8, 1997, Safeway granted the Replacement Options to former
members of the Board of Directors of the Company who held Vons stock
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options pursuant to the Vons Director Plan. The form of stock option agreement
for the Replacement Options was filed as Exhibit 10(iii).12 to Safeway's Form
10-K for the fiscal year ended December 28, 1996 and is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement dated as of November 9, 1993, which was
filed as Exhibit 99.1 to Amendment No. 9 to the Schedule 13D
filed on November 10, 1993 by the Reporting Persons and is
incorporated by reference herein.
Exhibit 2 Press Release dated April 8, 1997.
Exhibit 3 Amendment dated April 8, 1997 to Employee Plans (incorporated
by reference to Exhibit 4.5 to Safeway's Post-Effective
Amendment to Form S-4 on Form S-8 Registration Statement No.
333-22837 filed April 8, 1997).
Exhibit 4 Form of stock option agreement for former directors of The
Vons Companies, Inc. (incorporated by reference to Exhibit
10(iii).12 to Safeway's Form 10-K for the fiscal year ended
December 28, 1996).
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SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: April 8, 1997 SAFEWAY INC.
By: /s/ Michael C. Ross
----------------------------
Name: Michael C. Ross
Title: Senior Vice President -
General Counsel
Dated: April 8, 1997 SAFEWAY SOUTHERN CALIFORNIA INC.
By: /s/ Michael C. Ross
----------------------------
Name: Michael C. Ross
Title: Vice President
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement dated as of November 9, 1993, which was
filed as Exhibit 99.1 to Amendment No. 9 to the Schedule 13D
filed on November 10, 1993 by the Reporting Persons and is
incorporated by reference herein.
Exhibit 2 Press Release dated April 8, 1997.
Exhibit 3 Amendment dated April 8, 1997 to Employee Plans (incorporated
by reference to Exhibit 4.5 to Safeway's Post-Effective
Amendment to Form S-4 on Form S-8 Registration Statement No.
333-22837 filed April 8, 1997).
Exhibit 4 Form of stock option agreement for former directors of The
Vons Companies, Inc. (incorporated by reference to Exhibit
10(iii).12 to Safeway's Form 10-K for the fiscal year ended
December 28, 1996).
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EXHIBIT 2
IMMEDIATE RELEASE [SAFEWAY LOGO]
SAFEWAY INC.
5918 Stoneridge Mall Road
Pleasanton, CA 94588-3229
Melissa Plaisance
(510) 467-3136
SAFEWAY INC. COMPLETES THE ACQUISITION OF THE VONS COMPANIES, INC.
AND RELATED STOCK REPURCHASE
PLEASANTON, CA - April 8, 1997 - Safeway Inc. (SWY) announced today that it has
completed its acquisition of The Vons Companies Inc. (VON). Pursuant to the
acquisition, Safeway will issue 1.425 shares of Safeway common stock for each
share of Vons stock Safeway does not already own. The closing followed a Vons
shareholder meeting today, at which Vons shareholders approved the transaction.
The transaction, which is tax-free to Vons shareholders, will be accounted for
as a purchase. As a result of the transaction, Vons has become a wholly-owned
subsidiary of Safeway Inc.
Trading of Vons stock will cease at the close of trading on the New York Stock
Exchange on April 8, 1997. Vons shareholders of record as of today's close of
business will be sent a letter of transmittal with instructions to send their
Vons stock certificates to the Exchange Agent, The First Chicago Trust Company,
to exchange their Vons shares for Safeway shares. Further inquiries about the
exchange should be directed to First Chicago at 1-800-756-8200.
In addition, Safeway today completed the repurchase of 32 million shares from a
partnership affiliated with Kohlberg Kravis Roberts & Co. at $43 per share, for
an aggregate purchase price of $1,376 billion. As previously announced, Safeway
had entered into the agreement in January 1997 to repurchase the shares in
connection with the acquisition of Vons. The repurchase was financed with
proceeds from new bank facilities.
Effective today, Safeway also entered into a new $3.0 billion Credit
Agreement. The new bank facilities were provided by a syndicate of 29 banks,
led by Bankers Trust Company as Administrative Agent, The Chase Manhattan Bank
as Syndication Agent, and The Bank of Nova Scotia and Bank of America as
Documentation Agents. The new facilities include a $2.0 billion five-year
commitment, $400 million of which can be borrowed in Canada, and a $1.0 billion
364-day facility available only in the United States. Initially the pricing on
these facilities will be the same as the company's previous credit facilities,
with the ability to earn lower pricing, based on improvements in interest
coverage or public debt ratings. Safeway will be exploring opportunities in the
U.S. and Canadian commercial paper markets to replace borrowings under the bank
facilities.
Safeway Inc. is now the second largest food and drug retailer in North America
based on sales. The company now operates 1,369 stores in the United States and
Canada. The company's common stock is traded on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol SWY.
-oOo-
