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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 (date of earliest event reported): August 4, 1997
SAFEWAY INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-00041 94-3019135
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(State or other jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
5918 Stoneridge Mall Road, Pleasanton, California 94588
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(Address of principal executive offices) (Zip Code)
(510) 467-3000
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(Registrants' telephone number, including area code)
n/a
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(former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On August 4, 1997, Safeway Inc. (the "Company") issued a press
release announcing its commencement of offers to purchase for cash all of its
outstanding 9.35% Senior Subordinated Notes due 1999, 10.00% Senior
Subordinated Notes due 2001, 10.00% Senior Notes due 2002, 9.65% Senior
Subordinated Debentures due 2004, 9.30% Senior Secured Debentures due 2007 and
9.875% Senior Subordinated Debentures due 2007 at purchase prices equal to the
greater of (i) a fixed price or (ii) an amount based on a fixed spread over the
yield to maturity of the applicable U.S. Treasury security on the second
business day immediately preceding the expiration date of the offers. The
aggregate principal amount of the outstanding debt which the Company is
offering to purchase is $870.9 million. The offers expire at 5:00 p.m., New
York City time, on September 4, 1997, unless extended. The Company is also
seeking consents from the registered holders of a majority in aggregate
outstanding principal amount of each such series of debt securities to certain
proposed amendments to the indentures relating to the securities.
The Company also announced in the press release that on August
4, 1997, it filed a shelf registration statement for the registration of up to
$1.0 billion of debt securities.
The press release, the contents of which are incorporated
herein by reference, is set forth as Exhibit 99 hereto.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits: The following exhibits are filed as part of this Report:
99 Safeway Inc. press release dated August 4, 1997.
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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.
Dated: August 4, 1997
SAFEWAY INC.
By: /s/ Julian C. Day
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Julian C. Day
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibits
99 Press release of Safeway Inc. dated August 4, 1997.
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Exhibit 99
IMMEDIATE RELEASE
SAFEWAY INC. August 4, 1997
5918 Stoneridge Mall Road
Pleasanton, CA 94588-3229
Melissa Plaisance
(510) 467-3136
SAFEWAY COMMENCES TENDER OFFER FOR $870.9 MILLION OF OUTSTANDING
PUBLIC DEBT SECURITIES
Safeway Inc. (NYSE: SWY) today commenced offers to purchase for cash all of the
outstanding public debt securities listed below at purchase prices equal to the
greater of (i) a fixed price or (ii) an amount based on a fixed spread over the
yield to maturity of the applicable reference U.S. Treasury security on the
second business day immediately preceding the expiration date of the offers.
The aggregate principal amount of the outstanding debt which Safeway is
offering to purchase is $870.9 million. The offers expire at 5:00 p.m., New
York City time, on September 4, 1997, unless extended.
The company also is seeking consents from the registered holders of a majority
in aggregate outstanding principal amount of each such series of public debt
securities to certain proposed amendments to the indentures relating to the
securities. Holders will be required to consent to the proposed amendments in
order to tender their securities and will be required to tender their
securities in order to consent to the proposed amendments.
Safeway intends to finance the purchase of securities in the offers with
proceeds from a public offering of new debt securities, borrowings under its
bank credit facility or commercial paper or a combination thereof.
In addition, Safeway today filed a shelf registration statement with the
Securities and Exchange Commission for the registration of up to $1.0 billion of
debt securities.
The refinancing of substantially all of the Company's outstanding public
long-term debt is designed to reduce interest expense, extend long- term debt
maturities and enhance Safeway's operating and financial flexibility.
The securities which are subject to the offers are as follows:
<TABLE>
<CAPTION>
Minimum Price
(per $1,000 or Fixed Reference U.S.
principal amount) Spread Treasury Security
----------------- ------ -----------------
<S> <C> <C> <C>
9.35% Senior Subordinated Notes due 1999 $1,041.00 14 bps 5.875% due 02/28/99
10.00% Senior Subordinated Notes due 2001 $1,118.00 17 bps 5.875% due 11/30/01
10.00% Senior Notes due 2002 $1,139.00 18 bps 6.000% due 07/31/02
9.65% Senior Subordinated Debentures due 2004 $1,140.00 25 bps 5.875% due 02/15/04
9.30% Senior Secured Debentures due 2007 $1,162.00 24 bps 6.625% due 05/15/07
9.875% Senior Subordinated Debentures due 2007 $1,197.00 32 bps 6.625% due 05/15/07
</TABLE>
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Consummation of the offer for each series of securities is subject to a number
of conditions, including the valid tender of at least a majority in aggregate
outstanding principal amount of the securities of that series and the
availability of financing sufficient to pay for all securities tendered
pursuant to the offers.
The Dealer Managers for the offers and the Solicitation Agents for the consent
solicitations are Goldman, Sachs & Co. and Smith Barney Inc. They can be
reached at 800-828-3182 and 800-655-4811 respectively. In addition, MacKenzie
Partners, Inc. is acting as our Information Agent and can be reached at
800-322-2885.
There can be no assurance that any or all of the elements of this refinancing
plan will be consummated.
Safeway Inc. is the second largest food and drug retailer in North America
based on sales. The Company operates 1,367 stores in the United States and
Canada. The Company's common stock is traded on the New York Stock Exchange
under the symbol SWY.
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A registration statement relating to debt securities of the Company has been
filed with the Securities and Exchange Commission but has not yet become
effective. Such securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
Any public offering of securities by Safeway will be made only by means of a
prospectus. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
-oOo-
