<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
AMENDMENT NO. 1
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
<PAGE> 2
This Amendment No. 1 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
"Non-Voting 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 Parent and the Purchaser have received notice of early
termination of the waiting period under the Hart-Scott Rodino Antitrust
Improvements Act of 1976, as amended, for the consummation of the Offer
and the Merger. The Parent and the Purchaser expect to consummate the
Offer, subject to the terms thereof, on the Expiration Date, which is
currently 12:00 midnight, New York City time, on Monday, November 16,
1998.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (f) of the Schedule 14D-1 are hereby
amended and supplemented as follows:
The information provided in this Amendment No. 1 under Item 5
is incorporated herein by reference.
<PAGE> 3
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in the Schedule 14D-1 is true, complete
and correct.
SAFEWAY INC.
By /S/ MICHAEL C. ROSS
Name: Michael C. Ross
Title: Senior Vice President, Secretary
and General Counsel
WINDY CITY ACQUISITION CORP.
By /S/ MICHAEL C. ROSS
Name: Michael C. Ross
Title: Vice President and Secretary
Date: November 2, 1998
