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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
AMENDMENT NO. 2
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DOMINICK'S SUPERMARKETS, INC.
(Name of Subject Company)
WINDY CITY ACQUISITION CORP.
SAFEWAY INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
NON-VOTING COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
COMMON STOCK ---- 257159103
NON-VOTING COMMON STOCK ----- NONE
(CUSIP Numbers of Class of Securities)
MICHAEL C. ROSS, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SAFEWAY INC.
5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
TELEPHONE: (925) 467-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
CHARLES I. COGUT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed on October 19, 1998 (as amended and
supplemented, the "Schedule 14D- 1") relating to the offer by Windy City
Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly-owned
subsidiary of Safeway Inc., a Delaware corporation (the "Parent"), to purchase
all of the outstanding shares of Common Stock, par value $.01 per share (the
"Voting Shares"), and Non-Voting Common Stock, par value $.01 per share (the
"NonVoting" Shares and, together with the Voting Shares, the "Shares"), of
Dominick's Supermarkets, Inc., a Delaware corporation (the "Company"), at a
purchase price of $49 per Share, net to the seller in cash without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 19, 1998 (the "Offer to Purchase") and in the related
Letter of Transmittal. Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned to them in the Offer to
Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
The information in this Amendment No. 2 under Item 6 is
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
At 12:00 Midnight, New York City Time, on Monday, November 16,
1998, the Offer expired. Based on the information provided by the Depositary,
100% of the Shares (which number includes approximately 820,839 Share's subject
to guaranty of delivery) were validly tendered and not properly withdrawn
pursuant to the Offer. The Purchaser has accepted for payment, and has notified
the Depositary to promptly pay for, the tendered and accepted Shares at the
purchase price of $49.00 per Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to
merge itself with and into the Company in accordance with the Delaware General
Corporation Law as promptly as practicable. As a result of the Merger, the
Company will become a wholly-owned subsidiary of Safeway and each outstanding
Share (other than Shares held in the treasury of the Company, Shares owned by
the Parent, the Purchaser or any other direct or indirect wholly-owned
subsidiary of the Parent or the Company, and Shares, if any, owned by
stockholders who choose to dissent and demand appraisal of their Shares in
accordance with the Delaware General Corporation Law) shall be
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canceled, extinguished and converted into the right to receive $49.00 per Share
in cash, without interest, less any applicable federal withholding taxes.
The consummation of the Offer was publicly announced in a
press release issued by the Parent on November 17, 1998 a copy of which is filed
as Exhibit (a)(9) hereto and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the
following:
(a)(9) Press Release issued by the Parent on November 17,
1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in the Statement is true, complete and
correct.
SAFEWAY INC.
By /s/ Michael C. Ross
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Name: Michael C. Ross
Title: Senior Vice President
and General Counsel
WINDY CITY ACQUISITION CORP.
By /s/ Michael C. Ross
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Name: Michael C. Ross
Title: Vice President and Secretary
Date: November 17, 1998
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EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(9) Press Release issued by the Parent on November 17, 1998
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Exhibit (a)(9)
News Release
Contact: Melissa C. Plaisance
(925) 467-3136
SAFEWAY SUCCESSFULLY COMPLETES CASH TENDER OFFER;
ACQUIRES 100% OF
DOMINICK'S SUPERMARKETS, INC.
PLEASANTON, California, (November 17, 1998)-- Safeway Inc. today
announced that its cash tender offer for all outstanding shares of Common Stock,
par value $.01 per share, and Non-Voting Common Stock, par value $.01 per share,
of Dominick's Supermarkets, Inc. expired, as scheduled, at 12:00 Midnight, New
York City time, on Monday, November 16, 1998.
Safeway, through its wholly-owned subsidiary making the offer, has
accepted for purchase all shares validly tendered and not withdrawn prior to the
expiration of the offer. Based on information provided by First Chicago Trust
Company of New York, as depositary, 100% of the shares have been validly
tendered (including approximately 820,839 shares subject to guarantee of
delivery).
Dominick's will be merged with a wholly-owned subsidiary of Safeway and
any Dominick's share not previously purchased in the tender offer will be
converted into the right to receive $49.00 in cash, net to the seller, without
interest. The completion of the merger is expected to occur by Thursday,
November 19, 1998.
Safeway Inc. is the second largest food and drug retailer in North
America based on sales. The company operates 1,493 stores in the United States
and Canada. The company's common stock is traded on the New York Stock Exchange
under the symbol SWY.
