<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 3)(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).
<PAGE> 2
- ------------------------ --------------------
CUSIP No. 786514-20-8 13G Page 2 of 6 pages.
- ----------------------- --------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SSI PARTNERS, L.P.
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 15,336,550*
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
15,336,550*
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,336,550*
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
---------------------------------------------------------------------
* SSI Partners, L.P. may be deemed to beneficially own warrants to purchase an
aggregate of 15,336,550 shares of common stock of Safeway Inc.
<PAGE> 3
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:
SSI Partners, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
9 West 57th Street
New York, New York 10019
(c) CITIZENSHIP:
Delaware
(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:
SSI Partners, L.P., a Delaware limited partnership, is the sole
general partner of SSI Equity Associates, L.P., a Delaware
limited partnership, in which capacity it may be deemed to be the
beneficial owner of the shares of common stock of Safeway Inc.
beneficially owned by SSI Equity Associates, L.P. As of December
31, 1997, SSI Equity Associates, L.P. was the registered holder
of warrants to purchase an aggregate of 15,336,550 shares of
common stock of Safeway Inc. Henry R. Kravis, George R. Roberts,
Robert I. MacDonnell and
Page 3 of 6 pages
<PAGE> 4
Paul E. Raether are the general partners of SSI Partners,
L.P., and may be deemed to share beneficial ownership of any
shares of common stock of Safeway Inc. that SSI Partners, L.P.
may beneficially own or be deemed to beneficially own, but
disclaim any such beneficial ownership.
(B) PERCENT OF CLASS:
6.1% (upon issuance of common stock of Safeway Inc. after
exercise of warrants to purchase an aggregate of
15,336,550 shares of such common stock.)
(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:
15,336,550 (represents an aggregate of 15,336,550
shares of common stock of Safeway Inc.
issuable upon exercise of warrants.)
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
15,336,550 (represents an aggregate of 15,336,550
shares of common stock of Safeway Inc.
issuable upon exercise of warrants.)
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.
Page 4 of 6 pages.
<PAGE> 5
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 6 pages.
<PAGE> 6
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, 1998
SSI PARTNERS, L.P.
By: /s/ Henry R. Kravis
----------------------------------
Name: Henry R. Kravis
Title: General Partner
Page 6 of 6 pages.
