<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1997
REGISTRATION NO. 333-22837
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
ON
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933*
SAFEWAY INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3019135
<S> <C> <C>
(State or other jurisdiction of 5918 Stoneridge Mall Road (I.R.S. Employer
incorporation or organization) Pleasanton, CA 94588 Identification Number)
</TABLE>
(510) 467-3000
(Address of principal executive offices)
--------------------
The Vons Companies, Inc. Management Stock Option Plan
The Vons Companies, Inc. 1990 Stock Option and Restricted Stock Plan
Safeway Inc. Stock Option Plan For Former Directors of The Vons Companies, Inc.
(Full title of the plan)
--------------------
Michael C. Ross
Senior Vice President, Secretary and General Counsel
Safeway Inc.
5918 Stoneridge Mall Road
Pleasanton, CA 94588
(510) 467-3000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Scott R. Haber, Esq.
Tracy K. Edmonson, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
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INTRODUCTORY STATEMENT
Safeway Inc. ("Safeway") hereby amends its Registration
Statement on Form S-4 (No. 333-22837), effective March 6, 1997 (the
"S-4 Registration Statement"), by filing this Post-Effective Amendment
on Form S-8 relating to (i) 4,097 shares of common stock of Safeway
("Safeway Common Stock") issuable upon exercise of outstanding stock
options ("Management Stock Options") granted under The Vons Companies,
Inc. Management Stock Option Plan, (ii) 3,524,312 shares of Safeway
Common Stock issuable upon exercise of outstanding stock options ("1990
Stock Options") granted under The Vons Companies, Inc. 1990 Stock
Option and Restricted Stock Plan, and (iii) 264,917 of Safeway Common
Stock issuable upon exercise of outstanding stock options ("Replacement
Options") granted under the Safeway Inc. Stock Option Plan for Former
Directors of The Vons Companies, Inc. (the "Director Plan"), each as
amended to date. The Management Stock Options and the 1990 Stock
Options are herein collectively referred to as the "Stock Options." The
shares of Safeway Common Stock issuable upon the exercise of the Stock
Options and the Replacement Options were registered under the S-4
Registration Statement.
On April 8, 1997, SSCI Merger Sub, Inc., a Michigan
corporation and a wholly owned subsidiary of Safeway, merged with and
into The Vons Companies, Inc. ("Vons"). As a result of the merger, (i)
Vons became a wholly owned subsidiary of Safeway, (ii) each then
outstanding share of common stock of Vons ("Vons Common Stock") was
converted into the right to receive 1.425 shares of Safeway Common
Stock, (iii) each outstanding Stock Option, whether vested or unvested,
was assumed by Safeway and now constitutes an option to acquire, on the
same terms and conditions as were applicable under such Stock Option
prior to the merger, the number (rounded up to the nearest whole
number) of shares of Safeway Common Stock as the holder of such Stock
Option would have been entitled to receive pursuant to the Merger had
such holder exercised such Stock Option in full immediately prior to
the effective time of the Merger and (iv) Safeway exchanged options to
purchase 185,916 of Vons Common Stock ("Director Stock Options")
granted pursuant to The Vons Companies, Inc. Directors' Stock Option
Plan with Replacement Options to purchase Safeway Common Stock issued
pursuant to the Director Plan.
Prior to the Merger, the shares of Vons Common Stock issuable
upon exercise of the Stock Options and the Director Stock Options were
registered by Vons under the following registration statements on Form
S-8: The Vons Companies, Inc. 1990 Stock Option and Restricted Stock
Plan (No. 33-39246); The Vons Companies, Inc. 1990 Stock Option and
Restricted Stock Plan, as amended (33-50957); The Vons Companies, Inc.
Management Stock Option Plan (No. 33-42913); and The Vons Companies,
Inc. Directors' Stock Option Plan (No. 33-55744).
The designation of this Post-Effective Amendment as
Registration No. 333-22837 denotes that this Post-Effective Amendment
relates only to shares of Safeway Common Stock issuable upon exercise
of the Stock Options and the Replacement Options and that this is the
first Post-Effective Amendment to the S-4 Registration Statement.
The information called for in Part I of Form S-8 is not being
filed with or included in this Form S-8 (by incorporation by reference
or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996 (the "1996 Safeway Form 10-K");
(b) The portions of the Registrant's 1996 Annual Report to
Stockholders that have been incorporated by reference into the
1996 Safeway Form 10-K;
(c) The portions of the Registrant's Proxy Statement on Schedule
14A dated March 24, 1997 that have been incorporated by
reference into the 1996 Safeway Form 10-K;
(d) Current Reports on Form 8-K dated April 4, 1997, March 13,
1997 and January 8, 1997; and
(e) Description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on February 20, 1990, including the amendment on
Form 8 dated March 26, 1990.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
(Not Applicable)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Company by Michael C. Ross, Esq., General
Counsel of Safeway. Mr. Ross is also a Senior Vice President and the Secretary
of Safeway. Safeway has granted Mr. Ross options to purchase Safeway Common
Stock, upon the exercise of which he would own less than 1% of the outstanding
shares of Safeway Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Delaware General Corporation Law, Safeway's
Restated Certificate of Incorporation provides that a director of Safeway will
not be personally liable to Safeway or its stockholders for monetary damages for
any breach of fiduciary duty as a director, except for liability (i) for breach
of the duty of loyalty to Safeway or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section
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174 of the Delaware General Corporation Law (governing distributions to
stockholders), or (iv) for any transaction for which a director derives an
improper personal benefit. In addition, Section 145 of the Delaware General
Corporation law and Article III, Section 13 of Safeway's By-laws, under certain
circumstances, provide for the indemnification of Safeway's officers, directors,
employees and agents against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided for is contained herein, but that description is qualified in its
entirety by reference to Article III, Section 13 of Safeway's By-laws.
In general, any officer, director, employee or agent will be
indemnified against expenses, including attorney's fees, fines, settlements or
judgments, which were actually and reasonably incurred, in connection with a
legal proceeding, other than one brought by or on behalf of Safeway, to which he
was a party as a result of such relationship, if he acted in good faith, and in
the manner he believed to be in or not opposed to Safeway's best interest and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. If the action is brought by or on behalf of
Safeway, the person to be indemnified must have acted in good faith and in a
manner he reasonably believed to be in or not opposed to Safeway's best
interest, but no indemnification will be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to Safeway
unless and only to the extent that the Court of Chancery of Delaware, or the
court in which such action was brought, determines upon application that,
despite adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expense which such Court of Chancery or such other court shall deem proper.
Any indemnification under the previous paragraphs (unless ordered by a
court) will be made by Safeway only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper under the circumstances because he has met the applicable standard of
conduct set forth above. Such determination will be made (i) by Safeway's board
of directors by a majority vote of a quorum of disinterested directors who were
not parties to such actions, (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders. To the extent that a
director, officer, employee or agent of Safeway is successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in the
previous paragraph, he will be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by Safeway in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by Safeway
as authorized by Safeway's By-laws. Such expenses incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the Safeway
board of directors deems appropriate.
The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 13 of the By-laws is not deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-laws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as
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to action in another capacity while holding such office. If a claim for
indemnification or payment of expenses under Section 13 of Safeway's By-laws is
not paid in full within ninety (90) days after a written claim therefor has been
received by Safeway, the claimant may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action, Safeway has the
burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
Safeway's board of directors may authorize, by a vote of a majority of
a quorum of Safeway's board of directors, Safeway to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of Safeway, or is or was serving at the request of the company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not Safeway would have the power to indemnify him against such
liability under the provisions of Section 13 of the By-laws. Safeway's board of
directors may authorize Safeway to enter into a contract with any person who is
or was a director, officer, employee or agent of Safeway or is or was serving at
the request of Safeway as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise providing for
indemnification rights equivalent to or, if Safeway's board of directors so
determines, greater than those provided for in Section 13 of Safeway's By-laws.
Safeway has also purchased insurance for its directors and officers for
certain losses arising from claims or charges made against them in their
capacities as directors and officers of Safeway.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
(Not applicable)
ITEM 8. EXHIBITS
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Exhibit No. Description
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4.1 The Vons Companies, Inc. Management Stock Option Plan
(incorporated by reference to Exhibit 10.3 to The Vons
Companies, Inc. Annual Report on Form 10-K for the
twenty-seven weeks ended January 3, 1988).
4.2 The Vons Companies, Inc. 1990 Stock Option and
Restricted Stock Plan (incorporated by reference to
Appendix A to The Vons Companies, Inc. Proxy Statement
for its May 17, 1990 Annual Meeting of Shareholders).
4.3 Amendment, dated February 17, 1993, to The Vons
Companies, Inc. 1990 Stock Option and Restricted Stock
Plan (incorporated by reference to Exhibit 10.13.1 to
The Vons Companies, Inc. Quarterly Report on Form 10-Q
for the quarterly period ended March 28, 1993).
4.4 Amendment, effective as of December 13, 1996, to The
Vons Companies, Inc. 1990 Stock Option and Restricted
Stock Plan (incorporated by reference to Exhibit
10.7.2 to The Vons Companies, Inc. Annual Report on
Form 10-K for the fiscal year ended December 29,
1996).
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4.5 Form of Amendments, dated April 8, 1997, to The Vons
Companies, Inc. Management Stock Option Plan and The
Vons Companies, Inc. 1990 Stock Option and Restricted
Stock Plan.
4.6 Form of stock option agreement for former directors of
The Vons Companies, Inc. (incorporated by reference to
Exhibit 10(iii).12 to Safeway Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 28,
1996).
*5.1 Opinion of Michael C. Ross, General Counsel to Safeway
Inc.
*23.1 Consent of Michael C. Ross, General Counsel to Safeway
Inc. (included in his opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
*24.1 Power of Attorney (included on Page II-6 of this
Registration Statement).
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* Previously filed.
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment to registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pleasanton, State of
California, on the 7th day of April, 1997.
SAFEWAY INC.
By /S/ MICHAEL C. ROSS
---------------------------------------
Michael C. Ross
Senior Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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By * STEVEN A. BURD President, Chief April 7, 1997
-------------------------- Executive Officer and
Steven A. Burd Director (Principal
Executive Officer)
By * JULIAN C. DAY Executive Vice President April 7, 1997
-------------------------- and Chief Financial
Julian C. Day Officer (Principal
Financial and
Accounting Officer)
By * PETER A. MAGOWAN Chairman of the Board April 7, 1997
--------------------------
Peter A. Magowan
By * SAM GINN Director April 7, 1997
--------------------------
Sam Ginn
By * JAMES H. GREENE, JR. Director April 7, 1997
--------------------------
James H. Greene, Jr.
By * PAUL HAZEN Director April 7, 1997
--------------------------
Paul Hazen
By * HENRY R. KRAVIS Director April 7, 1997
--------------------------
Henry R. Kravis
By * ROBERT I. MACDONNELL Director April 7, 1997
--------------------------
Robert I. MacDonnell
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By * GEORGE R. ROBERTS Director April 7, 1997
--------------------------
George R. Roberts
By * MICHAEL T. TOKARZ Director April 7, 1997
--------------------------
Michael T. Tokarz
By /s/ MICHAEL C. ROSS as attorney in fact
--------------------------
Michael C. Ross
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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4.1 The Vons Companies, Inc. Management Stock Option Plan (incorporated
by reference to Exhibit 10.3 to The Vons Companies, Inc. Annual
Report on Form 10-K for the twenty-seven weeks ended January 3,
1988).
4.2 The Vons Companies, Inc. 1990 Stock Option and Restricted Stock Plan
(incorporated by reference to Appendix A to The Vons Companies, Inc.
Proxy Statement for its May 17, 1990 Annual Meeting of
Shareholders).
4.3 Amendment, dated February 17, 1993, to The Vons Companies, Inc. 1990
Stock Option and Restricted Stock Plan (incorporated by reference to
Exhibit 10.13.1 to The Vons Companies, Inc. Quarterly Report on Form
10-Q for the quarterly period ended March 28, 1993).
4.4 Amendment, effective as of December 13, 1996, to The Vons Companies,
Inc. 1990 Stock Option and Restricted Stock Plan (incorporated by
reference to Exhibit 10.7.2 to The Vons Companies, Inc. Annual
Report on Form 10-K for the fiscal year ended December 29, 1996).
4.5 Form of Amendments, dated April 8, 1997, to The Vons Companies, Inc.
Management Stock Option Plan and The Vons Companies, Inc. 1990 Stock
Option and Restricted Stock Plan.
4.6 Form of stock option agreement for former directors of The Vons
Companies, Inc. (incorporated by reference to Exhibit 10(iii).12 to
Safeway, Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 28, 1996).
*5.1 Opinion of Michael C. Ross, General Counsel to Safeway Inc.
*23.1 Consent of Michael C. Ross, General Counsel to Safeway Inc.
(included in his opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
*24.1 Power of Attorney (included on Page II-6 of this Registration
Statement).
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* Previously filed.
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AMENDMENTS TO
THE VONS COMPANIES, INC. MANAGEMENT STOCK OPTION PLAN
THE VONS COMPANIES, INC. 1990 STOCK OPTION AND RESTRICTED STOCK PLAN
-------------------
The Vons Companies, Inc., a Michigan corporation ("Vons"),
hereby approves and adopts the following amendments (collectively, the
"Amendments") to The Vons Companies, Inc. Management Stock Option Plan and The
Vons Companies, Inc. 1990 Stock Option And Restricted Stock Plan, as previously
amended (collectively, the "Plans"), all of said Amendments to be effective upon
consummation of the merger of SSCI Merger Sub, Inc., a Michigan corporation
("Merger Sub"), with and into Vons (the "Merger") under the Agreement and Plan
of Merger dated as of December 15, 1996, as amended by the Amendment to
Agreement and Plan of Merger dated as of January 8, 1997 (as amended, the
"Merger Agreement"), by and among Vons, Safeway Inc., a Delaware corporation
("Safeway"), and Merger Sub (such time of consummation being referred to
hereinafter as the "Effective Time"):
No options or restricted stock shall be granted under the
Plans after the Effective Time.
Pursuant to the Merger Agreement and the various option
agreements evidencing outstanding options under the Plans, each option
previously granted under the Plans to acquire shares of common stock, par value
$0.10 per share, of Vons ("Vons Common Stock") that is outstanding and
unexercised as of the Effective Time (each, a "Stock Option") shall be assumed
by Safeway and constitute an option to acquire, on the same terms and conditions
as were applicable under such Stock Option prior to the Effective Time, the
number (rounded up to the nearest whole number) of shares of common stock, par
value $0.01 per share, of Safeway ("Safeway Common Stock") as the holder of such
Stock Option would have been entitled to receive pursuant to the Merger had such
holder exercised such Stock Option in full immediately prior to the Effective
Time (not taking into account whether or not such Stock Option was in fact
exercisable), at a price per share equal to (x) the aggregate exercise price for
Vons Common Stock otherwise purchasable pursuant to such Stock Option divided by
(y) the number of shares of Safeway Common Stock deemed purchasable pursuant to
such Stock Option. At and after the Effective Time, Safeway will honor all
obligations with respect to such Stock Options under the terms of such Stock
Options and the Plans as in effect on the date of the Merger Agreement.
The shares of Safeway Common Stock issuable and deliverable
upon the exercise of a Stock Option, or any portion thereof, shall be issued
shares which then have been reacquired by Safeway.
Each of the Plans shall hereafter be administered by the
Compensation and Stock Option Committee of the Board of Directors of Safeway
(the "Safeway Committee"), notwithstanding anything in the Plans to the
contrary. The Safeway Committee may, in its discretion, delegate all or
specified administrative duties and authority to the Chief Executive Officer or
the Secretary of Safeway or both.
<PAGE> 2
All references in each Plan and the related Stock Option
agreements to the "Company," the "Company's common stock" or "Shares," and the
"Committee" shall hereafter be deemed to be references to Safeway, Safeway
Common Stock and the Safeway Committee respectively, notwithstanding any
provisions in those documents to the contrary, and all terms used in these
Amendments shall have the meanings given to such terms in the Plans, except as
otherwise provided herein. Except as amended and modified by these Amendments,
the Plans shall continue in full force and effect.
Dated: April 8, 1997
THE VONS COMPANIES, INC.
By:__________________________________
Michael C. Ross
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 333-22837 of Safeway Inc. of our report dated February 18, 1997,
incorporated by reference in the Annual Report on Form 10-K of Safeway Inc. for
the year ended December 28, 1996.
DELOITTE & TOUCHE LLP
San Francisco, California
April 8, 1997
