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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 17, 1998
SAFEWAY INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-00041
(Commission File Number)
94-3019135
(IRS Employer Identification No.)
5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
(Address of Principal Executive Offices) (Zip Code)
(925) 467-3000
(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition.
On November 17, 1998 Windy City Acquisition Corp., a Delaware
corporation ("Windy City") and a wholly-owned subsidiary of Safeway Inc., a
Delaware corporation ("Safeway"), acquired 18,614,661 shares of Common Stock,
par value $.01 per share (the "Common Stock"), and 2,861,354 shares of
Non-Voting Common Stock, par value $.01 per share (the "Non-Voting Common
Stock"), of Dominick's Supermarkets, Inc., a Delaware corporation
("Dominick's"), representing 99.47% of Dominick's outstanding shares, for a cash
price of $49.00 per share, net to the seller, without interest. The shares were
purchased pursuant to a tender offer (the "Offer") commenced on October 19, 1998
to acquire all of the outstanding shares of Dominick's Common Stock and
Non-Voting Common Stock.
On November 19, 1998, Safeway completed the merger of Windy
City with and into Dominick's. Upon consummation of the merger, Dominick's
became a wholly-owned subsidiary of Safeway, and the stockholders of Dominick's
whose shares were not purchased pursuant to the Offer became entitled to receive
$49.00 per share. The total purchase price for Dominick's was approximately $1.2
billion, plus the assumption of approximately $646.2 million of Dominick's debt.
The funds used to consummate the acquisition came from (i)
borrowings of Safeway under an existing Credit Agreement, dated as of April 8,
1997, among Safeway Inc., The Vons Companies, Inc. and Canada Safeway Limited as
Borrowers; Bankers Trust Company as Administrative Agent; The Chase Manhattan
Bank as Syndication Agent; The Bank of Nova Scotia and Bank of America National
Trust and Savings Association as Documentation Agents; the agents listed therein
as Agents; and the lenders listed therein as Lenders, and (ii) the issuance of
commercial paper.
Dominick's, together with its subsidiaries, is the second
largest supermarket operator in the greater Chicago metropolitan area.
Dominick's store base consists of 112 stores of which 18 are conventional stores
and 94 are full-service combination food and drug stores.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger, dated as of
October 13, 1998, by and among Safeway Inc.,
Windy City Acquisition Corp. and Dominick's
Supermarkets, Inc. (incorporated herein by
reference to Exhibit (c)(1) of the Schedule
14D-1 of Safeway Inc., dated October 19,
1998).
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Exhibit 4(i).1 Credit Agreement, dated as of April 8, 1997,
among Safeway Inc., The Vons Companies, Inc.
and Canada Safeway Limited as Borrowers;
Bankers Trust Company as Administrative
Agent; The Chase Manhattan Bank as
Syndication Agent; The Bank of Nova Scotia
and Bank of America National Trust and
Savings Association as Documentation Agents;
the agents listed therein as Agents; and the
lenders listed therein as Lenders
(incorporated herein by reference to Exhibit
4(i).1 of Safeway Inc.'s Quarterly Report on
Form 10-Q for the period ending March 22,
1997).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFEWAY INC.
By: /s/ Michael C. Ross
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Name: Michael C. Ross
Title: Senior Vice President, Secretary and
General Counsel
DATED: November 24, 1998
