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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)(1)
SAFEWAY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
786514-20-8
(CUSIP Number)
(1)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).
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CUSIP No. 786514-20-8 13G PAGE 2 OF 6 PAGES
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
KKR ASSOCIATES, L.P.
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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
Number of -0-
Shares --------------------------------------------------------
Beneficially 6. Shared Voting Power
Owned By 109,232,263*
Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With -0-
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8. Shared Dispositive Power
109,232,263*
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
109,232,263*
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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)
49.3%*
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12. Type of Reporting Person
PN
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* After giving effect to a two-for-one stock split effected in January 1996.
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ITEM 1.
(A) NAME OF ISSUER:
Safeway Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5918 Stoneridge Mall Road
Pleasanton, California 94588
ITEM 2.
(A) NAME OF PERSON FILING:
KKR Associates, L.P.
(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, L.P., 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. As of
December 31, 1996, (i) SSI Associates, L.P. was the
record owner of 106,596,730 shares of common stock of
Safeway Inc.; and (ii) KKR Partners II, L.P. was the
record owner of 2,635,533 shares of common stock of
Safeway Inc. Henry R. Kravis, George R. Roberts, Paul E.
Raether, Robert I. MacDonnell, Michael W. Michelson,
James H. Greene, Jr., Michael T. Tokarz, Edward A.
Gilhuly, Perry Golkin, Clifton S. Robbins and Scott
Stuart are the general partners of KKR Associates, L.P.,
and Messrs.
Page 3 of 6 pages.
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Kravis and Roberts are also the members of the Executive
Committee of KKR Associates, L.P., and in such capacity
may be deemed to share beneficial ownership of any
shares of common stock of Safeway Inc. that KKR
Associates, L.P. may beneficially own or be deemed to
beneficially own, but disclaim any such beneficial
ownership.
(B) PERCENT OF CLASS:
49.3% (after giving effect to a two-for-one stock split
effected in January 1996)
(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:
109,232,263 (after giving effect to a
two-for-one stock split
effected in January 1996)
(iii) Sole power to dispose or to direct the disposition
of:
-0-
(iv) Shared power to dispose or to direct the disposition
of:
109,232,263 (after giving effect to a
two-for-one stock split
effected in January 1996)
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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Page 4 of 6 pages.
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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 13, 1997
KKR ASSOCIATES, L.P.
By: /s/ George R. Roberts
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Name: George R. Roberts
Title: General Partner
Page 6 of 6 pages.
