<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended January 3, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 1-41
SAFEWAY INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3019135
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
5918 Stoneridge Mall Road
Pleasanton, California 94588
------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (925) 467-3000
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class which registered
------------------- ------------------------
<S> <C> <C>
Common Stock, $0.01 par value per share New York Stock Exchange
9.30% Senior Secured Debentures due 2007 New York Stock Exchange
10% Senior Notes due 2002 New York Stock Exchange
9.35% Senior Subordinated Notes due 1999 New York Stock Exchange
10% Senior Subordinated Notes due 2001 New York Stock Exchange
9.65% Senior Subordinated Debentures due 2004 New York Stock Exchange
9.875% Senior Subordinated Debentures due 2007 New York Stock Exchange
6.85% Senior Notes due 2004 New York Stock Exchange
7.00% Senior Notes due 2007 New York Stock Exchange
7.45% Senior Debentures due 2027 New York Stock Exchange
</TABLE>
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K .
Aggregate market value of the voting stock held by non-affiliates of Registrant
as of March 17, 1998, was $13.2 billion.
As of March 17, 1998, there were issued and outstanding 478.7 million shares of
the Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference to the extent
specified herein:
Document Description 10-K Part
-------------------- ---------
1997 Annual Report to Stockholders I, II, III, IV
1998 Proxy Statement dated March 27, 1998 III
<PAGE> 3
SAFEWAY INC. AND SUBSIDIARIES
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS REPORT:
1. Consolidated Financial Statements of the Company are incorporated by
reference in PART II, Item 8 of Registrant's Form 10-K for the fiscal
year ended January 3, 1998:
Consolidated Statements of Income for fiscal 1997, 1996, and 1995.
Consolidated Balance Sheets as of the end of fiscal 1997 and 1996.
Consolidated Statements of Cash Flows for fiscal 1997, 1996, and 1995.
Consolidated Statements of Stockholders' Equity for fiscal 1997, 1996,
and 1995.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
2. Consolidated Financial Statement Schedules:
None required
3. The following exhibits are filed as part of this report:
Exhibit 2.1 Agreement and Plan of Merger dated as of December 15, 1996,
by and among Safeway Inc., SSCI Merger Sub, Inc. and The
Vons Companies, Inc., as amended on January 8, 1997
(incorporated by reference to Exhibit 2.1 to Registrant's
Registration on Form S-4 No. 333-22837 dated March 5,
1997).
Exhibit 2.2 Amended and Restated Stock Repurchase Agreement, dated as
of January 8, 1997 by and between Safeway Inc. and SSI
Associates, L.P. (incorporated by reference to Exhibit 2.1
to Registrant's Current Report on Form 8-K dated January 8,
1997).
Exhibit 3.1 Restated Certificate of Incorporation of the Company and
Certificate of Amendment of Restated Certificate of
Incorporation by the Company (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 15, 1996).
Exhibit 3.2 Form of By-laws of the Company as amended (incorporated by
reference to Exhibit 3.2 to Registration Statement No.
33-33388), and Amendment to the Company's By-laws effective
March 8, 1993 (incorporated by reference to Exhibit 3.2 to
Registrant's Form 10-K for the year ended January 2, 1993).
Exhibit 4(i).1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4(i).2 to Registration Statement No.
33-33388).
Exhibit 4(i).2 Registration Rights Agreement dated November 25, 1986
between the Company and certain limited partnerships
(incorporated by reference to Exhibit 4(i).4 to
Registration Statement No. 33-33388).
Exhibit 4(i).3 Indenture dated as of November 20, 1991 between the Company
and The Bank of New York, as Trustee, relating to the
Company's Senior Subordinated Debt Securities (incorporated
by reference to Exhibit 4.1 of Registrant's Form 8-K dated
November 13, 1991), as supplemented by the Supplemental
Indenture dated as of September 4, 1997 (incorporated by
reference to Exhibit 4(i).3 of Registrant's Form 10-K for
the fiscal year ended January 3, 1998).
3
<PAGE> 4
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).4 Form of Officers' Certificate establishing the terms of the
10% Senior Subordinated Notes due December 1, 2001,
including the form of Note (incorporated by reference to
Exhibit 4.4 of Registrant's Form 8-K dated November 13,
1991).
Exhibit 4(i).5 Form of Officers' Certificate establishing the terms of the
9.65% Senior Subordinated Debentures due January 15, 2004,
including the form of Debenture (incorporated by reference
to Exhibit 4.1 of Registrant's Form 8-K dated January 15,
1992).
Exhibit 4(i).6 Indenture dated as of February 1, 1992 between the Company
and The First National Bank of Chicago, as Trustee,
relating to the Company's 9.30% Senior Secured Debentures
due 2007, including the form of Debenture and the forms of
Deed of Trust and Environmental Indemnity Agreement
attached as exhibits thereto (incorporated by reference to
Exhibit 4(i).14 of Registrant's Form 10-K for the year
ended December 28, 1991), as supplemented by the
Supplemental Indenture dated as of September 4, 1997
(incorporated by reference to Exhibit 4(i).6 of
Registrant's Form 10-K for the fiscal year ended January 3,
1998).
Exhibit 4(i).7 Indenture dated as of March 15, 1992 between the Company
and Harris Trust and Savings Bank, as Trustee, relating to
the Company's Senior Subordinated Debt Securities
(incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K dated March 17, 1992), as supplemented by the
Supplemental Indenture dated as of September 4, 1997
(incorporated by reference to Exhibit 4(i).7 of
Registrant's Form 10-K for the fiscal year ended January 3,
1998).
Exhibit 4(i).8 Form of Officers' Certificate establishing the terms of the
9.35% Senior Subordinated Notes due March 15, 1999 and the
9.875% Senior Subordinated Debentures due March 15, 2007,
including the form of Note and form of Debenture
(incorporated by reference to Exhibit 4.2 of Registrant's
Form 8-K dated March 17, 1992).
Exhibit 4(i).9 Indenture dated as of September 1, 1992 between the Company
and The Chase Manhattan Bank (National Association), as
Trustee, relating to the Company's Debt Securities
(incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K dated September 16, 1992), as supplemented by the
Supplemental Indenture dated as of September 4, 1997
(incorporated by reference to Exhibit 4(i).9 of
Registrant's Form 10-K for the fiscal year ended January 3,
1998).
Exhibit 4(i).10 Form of Officers' Certificate relating to the Company's
Fixed Rate Medium-Term Notes and the Company's Floating
Rate Medium-Term Notes, form of Fixed Rate Note and form of
Floating Rate Note (incorporated by reference to Exhibits
4.2, 4.3 and 4.4 of Registrant's Form 8-K dated September
16, 1992).
Exhibit 4(i).11 Form of Officers' Certificate establishing the terms of a
separate series of Safeway Inc.'s Medium-Term Notes
entitled 10% Senior Notes due November 1, 2002, including
the form of Note (incorporated by reference to Exhibits 4.1
and 4.2 of Registrant's Form 8-K dated November 5, 1992).
Exhibit 4(i).12 Form of Officers' Certificate establishing the terms of a
separate series of Safeway Inc.'s Medium-Term Notes
entitled Medium-Term Notes due June 1, 2003 (Series OPR-1),
including the form of Note (incorporated by reference to
Exhibits 4.1 and 4.2 of Registrant's Form 8-K dated June 1,
1993).
4
<PAGE> 5
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).13 Common Stock Purchase Warrants to purchase 14,148,969
shares of Safeway Inc. common stock (incorporated by
reference to Exhibit 4(i).13 of Registrant's Form 10-K for
the fiscal year ended January 3, 1998).
Exhibit 4(i).14 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 by reference to Exhibit 4(i).1 of
the Registrant's Form 10-Q for the quarterly period ended
March 22, 1997).
Exhibit 4(i).15 Indenture, dated as of September 10, 1997, between Safeway
Inc. And The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to Registrant's Form 8-K dated
September 10, 1997).
Exhibit 4(i).16 Form of Officers' Certificate establishing the terms of the
Registrant's 6.85% Senior Notes due 2004, the Registrant's
7.00% Senior Notes due 2007 and the company's 7.45% Senior
Debentures due 2027 (incorporated by reference to Exhibit
4.2 to Registrant's Form 8-K dated September 10, 1997).
Exhibit 4(i).17 Form of 6.85% Senior Note due 2004 (incorporated by
reference to Exhibit 4.3 to Registrant's Form 8-K dated
September 10, 1997).
Exhibit 4(i).18 Form of 7.00% Senior Note due 2007 (incorporated by
reference to Exhibit 4.4 to Registrant's Form 8-K dated
September 10, 1997).
Exhibit 4(i).19 Form of 7.45% Senior Debenture due 2027 (incorporated by
reference to Exhibit 4.6 to Registrant's Form 8-K dated
September 10, 1997).
Exhibit 4(iii) Registrant agrees to provide the Securities and Exchange
Commission, upon request, with copies of instruments
defining the rights of holders of long-term debt of the
Registrant and all of its subsidiaries for which
consolidated financial statements are required to be filed
with the Securities and Exchange Commission.
Exhibit 10(iii).1* Safeway Inc. Outside Director Equity Purchase Plan
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-36753), and First Amendment to the Safeway
Inc. Outside Director Equity Purchase Plan dated as of July
5, 1994 (incorporated by reference to Exhibit 10(iii).1 to
Registrant's Form 10-Q for the quarterly period ended
September 10, 1994).
Exhibit 10(iii).2* Share Appreciation Rights Plan of Canada Safeway Limited
(incorporated by reference to Exhibit 10(iii).17 to
Registrant's Form 10-K for the year ended December 29,
1990) and Amendment No. 1 thereto dated December 13, 1991
(incorporated by reference to Exhibit 10(iii).17 to
Registrant's Form 10-K for the year ended December 28,
1991).
Exhibit 10(iii).3* Share Appreciation Rights Plan of Lucerne Foods Ltd.
(incorporated by reference to Exhibit 10(iii).18 to
Registrant's Form 10-K for the year ended December 29,
1990) and Amendment No. 1 thereto dated December 13, 1991
(incorporated by reference to Exhibit 10(iii).18 to
Registrant's Form 10-K for the year ended December 28,
1991).
Exhibit 10(iii).4* Stock Option Plan for Consultants of Safeway Inc.
(incorporated by reference to Exhibit 10(iii).7 to
Registrant's Form 10-Q for the quarterly period ending June
19, 1993).
* Management contract, or compensatory plan or arrangement.
5
<PAGE> 6
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 10(iii).5* First Amendment to the Stock Option Plan for Consultants of
Safeway Inc. (incorporated by reference to Exhibit
10(iii).7 to Registrant's Form 10-K for the year ended
January 1, 1994).
Exhibit 10(iii).6* 1994 Amended and Restated Stock Option and Incentive Plan
for Key Employees of Safeway Inc. (incorporated by
reference to Exhibit 10(iii).8 to Registrant's Form 10-K
for the year ended January 1, 1994) and First Amendment
thereto dated March 1, 1995 (incorporated by reference to
Exhibit 10(iii).7 of Registrant's Form 10-K/A for the year
ended December 31, 1994).
Exhibit 10(iii).7* Operating Performance Bonus Plan for Executive Officers of
Safeway Inc. (incorporated by reference to Exhibit
10(iii).9 to Registrant's Form 10-K for the year ended
January 1, 1994); First Amendment thereto dated January 1,
1997. (incorporated by reference to Exhibit 110(iii).12 of
Registrant's Form 10-K for the year ended December 28,
1996); Second Amendment thereto dated October 7, 1997; and
Third Amendment thereto dated March 10, 1998 (incorporated
by reference to Exhibit 10(iii).7 of Registrant's Form 10-K
for the fiscal year ended January 3, 1998).
Exhibit 10(iii).8* Capital Performance Bonus Plan for Executive Officers of
Safeway Inc. (incorporated by reference to Exhibit
10(iii).8 of Registrant's Form 10-K for the fiscal year
ended January 3, 1998).
Exhibit 10(iii).9* Retirement Restoration Plan of Safeway Inc. (incorporated
by reference to Exhibit 10(iii).11 to Registrant's Form
10-K for the year ended January 1, 1994).
Exhibit 10(iii).10* Deferred Compensation Plan for Safeway Directors
(incorporated by reference to Exhibit 10(iii).11 of
Registrant's Form 10-K for the year ended December 31,
1994).
Exhibit 10(iii).11* Form of stock option agreement for former directors of The
Vons Companies, Inc. (incorporated by reference to Exhibit
10(iii).12 of Registrant's Form 10-K for the year ended
December 28, 1996).
Exhibit 10(iii).12* The Vons Companies, Inc. Management Stock Option Plan
(incorporated by reference to Exhibit 10.3 to The Vons
Companies, Inc. Form 10-K for the twenty-seven weeks ended
January 3, 1988).
Exhibit 10(iii).13* 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).
Exhibit 10(iii).14* 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. Form 10-Q for the quarterly period ended
March 28, 1993).
Exhibit 10(iii).15* 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. Form 10-K for the fiscal year ended
December 29, 1996).
Exhibit 10(iii).16* 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
(incorporated by reference to Exhibit 4.5 to Registrant's
Form S-4 filed on March 5, 1997).
* Management contract, or compensatory plan or arrangement.
6
<PAGE> 7
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 11.1 Computation of Earnings Per Share (incorporated by
reference to page 38 of the Company's 1997 Annual Report to
Stockholders).
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12.1 of Registrant's
Form 10-K for the fiscal year ended January 3, 1998).
Exhibit 13.1 Registrant's 1997 Annual Report to Stockholders (considered
filed to the extent specified in Item 1, Item 2, Item 3,
Item 5, Item 6, Item 7, Item 8, Item 13 and Exhibit 11.1
above) (incorporated by reference to Exhibit 13.1 of
Registrant's Form 10-K for the fiscal year ended January 3,
1998).
Exhibit 22.1 Schedule of Subsidiaries (incorporated by reference to
Exhibit 22.1 of Registrant's Form 10-K for the fiscal year
ended January 3, 1998).
Exhibit 23.1 Independent Auditors' Consent (incorporated by reference to
Exhibit 23.1 of Registrant's Form 10-K for the fiscal year
ended January 3, 1998).
Exhibit 27.1 Financial Data Schedule for fiscal year ended January 3,
1998 (electronic filing only).
Exhibit 27.2 Restated Financial Data Schedule for fiscal year ended
December 28, 1996 (electronic filing only).
Exhibit 27.3 Restated Financial Data Schedule for fiscal year ended
December 30, 1995 (electronic filing only).
Exhibit 27.4 Restated Financial Data Schedule for fiscal quarter ended
March 22, 1997 (electronic filing only).
Exhibit 27.5 Restated Financial Data Schedule for fiscal quarter ended
June 14, 1997 (electronic filing only).
Exhibit 27.6 Restated Financial Data Schedule for fiscal quarter ended
September 6, 1997 (electronic filing only).
Exhibit 27.7 Restated Financial Data Schedule for fiscal quarter ended
March 23, 1996 (electronic filing only).
Exhibit 27.8 Restated Financial Data Schedule for fiscal quarter ended
June 15 1996 (electronic filing only).
Exhibit 27.9 Restated Financial Data Schedule for fiscal quarter ended
September 7, 1996 (electronic filing only).
- --------------
* Management contract, or compensatory plan or arrangement.
(b) REPORTS ON FORM 8-K:
On September 10, 1997, the Company filed a Current Report on Form 8-K stating
under "Item 5. Other Events" that on that day it had completed an underwritten
offering of $200 million aggregate principal amount of its 6.85% Senior Notes
due 2004, $250 million aggregate principal amount of its 7.00% Senior Notes due
2007, and $150 million aggregate principal amount of its 7.45% Senior Debentures
due 2027 under its Registration Statement on Form S-3 filed with the Securities
and Exchange Commission on August 4, 1997 (File no. 333-32741).
7
<PAGE> 8
SAFEWAY INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
/s/ David F. Bond Date: April 10, 1998
----------------------------- ---------------------
David F. Bond
Senior Vice President
Finance and Control
Date: April 10, 1998
8
<PAGE> 9
SAFEWAY INC. AND SUBSIDIARIES
Exhibit Index
LIST OF EXHIBITS FILED WITH FORM 10-K/A FOR THE PERIOD
ENDED JANUARY 3, 1998
Exhibit 27.1 Financial Data Schedule for fiscal year ended January 3, 1998
(electronic filing only).
Exhibit 27.2 Restated Financial Data Schedule for fiscal year ended December
28, 1996 (electronic filing only).
Exhibit 27.3 Restated Financial Data Schedule for fiscal year ended December
30, 1995 (electronic filing only).
Exhibit 27.4 Restated Financial Data Schedule for fiscal quarter ended March
22, 1997 (electronic filing only).
Exhibit 27.5 Restated Financial Data Schedule for fiscal quarter ended June
14, 1997 (electronic filing only).
Exhibit 27.6 Restated Financial Data Schedule for fiscal quarter ended
September 6, 1997 (electronic filing only).
Exhibit 27.7 Restated Financial Data Schedule for fiscal quarter ended March
23, 1996 (electronic filing only).
Exhibit 27.8 Restated Financial Data Schedule for fiscal quarter ended June
15 1996 (electronic filing only).
Exhibit 27.9 Restated Financial Data Schedule for fiscal quarter ended
September 7, 1996 (electronic filing only).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and the consolidated statements of income on pages
19 through 21 of the Company's 1997 Annual Report to Stockholders and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> JAN-03-1998
<CASH> 77,200
<SECURITIES> 0
<RECEIVABLES> 180,800
<ALLOWANCES> 0
<INVENTORY> 1,613,200
<CURRENT-ASSETS> 2,029,700
<PP&E> 6,681,700
<DEPRECIATION> 2,566,400
<TOTAL-ASSETS> 8,493,900
<CURRENT-LIABILITIES> 2,538,600
<BONDS> 3,040,900
0
0
<COMMON> 5,300
<OTHER-SE> 2,143,700
<TOTAL-LIABILITY-AND-EQUITY> 8,493,900
<SALES> 22,483,800
<TOTAL-REVENUES> 22,483,800
<CGS> (16,069,100)
<TOTAL-COSTS> (16,069,100)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (241,200)
<INCOME-PRETAX> 1,076,300
<INCOME-TAX> (454,800)
<INCOME-CONTINUING> 621,500
<DISCONTINUED> 0
<EXTRAORDINARY> (64,100)
<CHANGES> 0
<NET-INCOME> 557,400
<EPS-PRIMARY> 1.21
<EPS-DILUTED> 1.21
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND THE CONSOLIDATED STATEMENTS OF INCOME ON PAGES
19 THROUGH 21 OF THE COMPANY'S 1996 ANNUAL REPORT TO STOCKHOLDERS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> DEC-28-1996
<CASH> 79,700
<SECURITIES> 0
<RECEIVABLES> 160,900
<ALLOWANCES> 0
<INVENTORY> 1,283,300
<CURRENT-ASSETS> 1,654,400
<PP&E> 5,069,600
<DEPRECIATION> 2,313,200
<TOTAL-ASSETS> 5,545,200
<CURRENT-LIABILITIES> 2,030,000
<BONDS> 1,728,500
0
0
<COMMON> 2,200
<OTHER-SE> 1,184,600
<TOTAL-LIABILITY-AND-EQUITY> 5,545,200
<SALES> 17,269,000
<TOTAL-REVENUES> 17,269,000
<CGS> 12,494,800
<TOTAL-COSTS> 12,494,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 178,500
<INCOME-PRETAX> 767,600
<INCOME-TAX> 307,000
<INCOME-CONTINUING> 460,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 460,600
<EPS-PRIMARY> 1.06<F1>
<EPS-DILUTED> 0.97<F1>
<FN>
<F1>SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE
STOCK SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE
BEEN RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 128.
<FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND THE CONSOLIDATED STATEMENTS OF INCOME ON PAGES
19 THROUGH 21 OF THE COMPANY'S 1995 ANNUAL REPORT TO STOCKHOLDERS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-30-1995
<CASH> 74,800
<SECURITIES> 0
<RECEIVABLES> 152,700
<ALLOWANCES> 0
<INVENTORY> 1,191,800
<CURRENT-ASSETS> 1,514,800
<PP&E> 4,687,200
<DEPRECIATION> 2,094,300
<TOTAL-ASSETS> 5,194,300
<CURRENT-LIABILITIES> 1,939,000
<BONDS> 1,949,800
0
0
<COMMON> 2,100
<OTHER-SE> 793,400
<TOTAL-LIABILITY-AND-EQUITY> 5,194,300
<SALES> 16,397,500
<TOTAL-REVENUES> 16,397,500
<CGS> 11,943,700
<TOTAL-COSTS> 11,943,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 199,800
<INCOME-PRETAX> 556,500
<INCOME-TAX> 228,200
<INCOME-CONTINUING> 328,300
<DISCONTINUED> 0
<EXTRAORDINARY> (2,000)
<CHANGES> 0
<NET-INCOME> 326,300
<EPS-PRIMARY> 0.77<F1>
<EPS-DILUTED> 0.68<F1>
<FN>
SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE
STOCK SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE
BEEN RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED STATEMENTS
OF INCOME ON PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED MARCH 22, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> MAR-22-1997
<CASH> 24,500
<SECURITIES> 0
<RECEIVABLES> 160,800
<ALLOWANCES> 0
<INVENTORY> 1,236,500
<CURRENT-ASSETS> 1,569,100
<PP&E> 5,093,100
<DEPRECIATION> (2,350,500)
<TOTAL-ASSETS> 5,468,300
<CURRENT-LIABILITIES> 1,905,500
<BONDS> 1,473,700
0
0
<COMMON> 2,200
<OTHER-SE> 1,320,600
<TOTAL-LIABILITY-AND-EQUITY> 5,468,300
<SALES> 4,077,800
<TOTAL-REVENUES> 4,077,800
<CGS> 2,932,300
<TOTAL-COSTS> 2,932,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38,700
<INCOME-PRETAX> 204,100
<INCOME-TAX> 81,600
<INCOME-CONTINUING> 122,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 122,500
<EPS-PRIMARY> 0.28<F1>
<EPS-DILUTED> 0.26<F1>
<FN>
<F1>SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE
STOCK SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE
BEEN RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED STATEMENTS
OF INCOME ON PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED JUNE 14, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-14-1997
<CASH> 36,700
<SECURITIES> 0
<RECEIVABLES> 184,500
<ALLOWANCES> 0
<INVENTORY> 1,494,400
<CURRENT-ASSETS> 1,877,600
<PP&E> 6,194,000
<DEPRECIATION> (2,407,900)
<TOTAL-ASSETS> 8,119,400
<CURRENT-LIABILITIES> 2,435,600
<BONDS> 2,900,100
0
0
<COMMON> 2,600
<OTHER-SE> 1,798,200
<TOTAL-LIABILITY-AND-EQUITY> 8,199,400
<SALES> 9,327,000
<TOTAL-REVENUES> 9,327,000
<CGS> 6,676,200
<TOTAL-COSTS> 6,676,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 101,400
<INCOME-PRETAX> 444,300
<INCOME-TAX> 187,700
<INCOME-CONTINUING> 256,600
<DISCONTINUED> 0
<EXTRAORDINARY> (4,200)
<CHANGES> 0
<NET-INCOME> 252,400
<EPS-PRIMARY> 0.56<F1>
<EPS-DILUTED> 0.51<F1>
<FN>
<F1>SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE
STOCK SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE
BEEN RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED STATEMENTS
OF INCOME ON PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 6, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FORM 10-Q.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> SEP-06-1997
<CASH> 32,100
<SECURITIES> 0
<RECEIVABLES> 187,000
<ALLOWANCES> 0
<INVENTORY> 1,523,600
<CURRENT-ASSETS> 1,899,200
<PP&E> 6,367,100
<DEPRECIATION> (2,502,700)
<TOTAL-ASSETS> 8,176,200
<CURRENT-LIABILITIES> 2,399,100
<BONDS> 2,908,900
0
0
<COMMON> 2,700
<OTHER-SE> 1,918,800
<TOTAL-LIABILITY-AND-EQUITY> 8,176,200
<SALES> 5,371,400
<TOTAL-REVENUES> 5,371,400
<CGS> 3,818,800
<TOTAL-COSTS> 3,818,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62,300
<INCOME-PRETAX> 259,800
<INCOME-TAX> 109,800
<INCOME-CONTINUING> 150,000
<DISCONTINUED> 0
<EXTRAORDINARY> (59,900)
<CHANGES> 0
<NET-INCOME> 90,100
<EPS-PRIMARY> 0.75<F1>
<EPS-DILUTED> 0.75<F1>
<FN>
<F1>SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE
STOCK SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE
BEEN RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED STATEMENTS
OF INCOME ON PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED MARCH 23, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> MAR-23-1996
<CASH> 22,000
<SECURITIES> 0
<RECEIVABLES> 160,800
<ALLOWANCES> 0
<INVENTORY> 1,124,400
<CURRENT-ASSETS> 1,472,700
<PP&E> 4,709,000
<DEPRECIATION> (2,147,500)
<TOTAL-ASSETS> 5,129,400
<CURRENT-LIABILITIES> 1,899,500
<BONDS> 1,816,000
0
0
<COMMON> 2,200
<OTHER-SE> 899,300
<TOTAL-LIABILITY-AND-EQUITY> 5,129,400
<SALES> 3,882,700
<TOTAL-REVENUES> 3,882,700
<CGS> 2,790,200
<TOTAL-COSTS> 2,790,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,300
<INCOME-PRETAX> 162,100
<INCOME-TAX> 65,700
<INCOME-CONTINUING> 96,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 96,400
<EPS-PRIMARY> 0.22<F1>
<EPS-DILUTED> 0.22<F1>
<FN>
<F1>SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE
STOCK SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE
BEEN RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED STATEMENTS
OF INCOME ON PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED JUNE 15, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> JUN-15-1996
<CASH> 18,700
<SECURITIES> 0
<RECEIVABLES> 178,000
<ALLOWANCES> 0
<INVENTORY> 1,095,300
<CURRENT-ASSETS> 1,457,700
<PP&E> 4,785,900
<DEPRECIATION> (2,207,800)
<TOTAL-ASSETS> 5,160,300
<CURRENT-LIABILITIES> 1,874,700
<BONDS> 1,755,000
0
0
<COMMON> 2,200
<OTHER-SE> 1,013,600
<TOTAL-LIABILITY-AND-EQUITY> 5,160,300
<SALES> 3,945,400
<TOTAL-REVENUES> 3,945,400
<CGS> 2,843,300
<TOTAL-COSTS> 2,843,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,200
<INCOME-PRETAX> 179,200
<INCOME-TAX> 72,500
<INCOME-CONTINUING> 106,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 106,700
<EPS-PRIMARY> 0.47<F1>
<EPS-DILUTED> 0.42<F1>
<FN>
<F1>SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE STOCK
SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE BEEN
RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.
128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED STATEMENTS
OF INCOME ON PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 7, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> SEP-07-1996
<CASH> 25,500
<SECURITIES> 0
<RECEIVABLES> 173,500
<ALLOWANCES> 0
<INVENTORY> 1,172,600
<CURRENT-ASSETS> 1,525,400
<PP&E> 4,891,700
<DEPRECIATION> (2,261,900)
<TOTAL-ASSETS> 5,272,300
<CURRENT-LIABILITIES> 2,034,300
<BONDS> 1,580,600
0
0
<COMMON> 2,200
<OTHER-SE> 1,134,100
<TOTAL-LIABILITY-AND-EQUITY> 5,272,300
<SALES> 3,954,000
<TOTAL-REVENUES> 3,954,000
<CGS> 2,867,400
<TOTAL-COSTS> 2,867,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,800
<INCOME-PRETAX> 178,100
<INCOME-TAX> 72,200
<INCOME-CONTINUING> 105,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 105,900
<EPS-PRIMARY> 0.71<F1>
<EPS-DILUTED> 0.64<F1>
<FN>
<F1>SHARE AND PER-SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE TWO-FOR-ONE
STOCK SPLITS EFFECTED FEBRUARY 1998 AND JANUARY 1996. EARNINGS PER SHARE HAVE
BEEN RESTATED IN ACCORDANCE WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO. 128.
</FN>
</TABLE>
