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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): October 13, 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 5. Other Events.
On October 13, 1998, Safeway Inc., a Delaware corporation
("Safeway"), and Dominick's Supermarkets, Inc., a Delaware corporation
("Dominick's"), jointly announced that they had entered into an Agreement and
Plan of Merger, dated as of October 13, 1998 (the "Merger Agreement") among
Dominick's, Safeway and Windy City Acquisition Corp., a Delaware corporation and
a wholly-owned subsidiary of Safeway ("Windy City"), pursuant to which Safeway
would acquire all of the outstanding shares of common stock and non-voting
common stock (collectively, the "Shares") of Dominick's at a price of $49.00 per
share in cash, or a total of approximately $1.2 billion. Safeway will assume
approximately $646.2 million of Dominick's debt and will account for the
transaction as a purchase. Windy City has commenced a tender offer (the "Offer")
for all of the outstanding shares of Dominick's common stock and, following the
completion of the Offer, upon the terms and subject to the conditions set forth
in the Merger Agreement, will merge (the "Merger") with and into Dominick's,
with Dominick's surviving the Merger and becoming a wholly-owned subsidiary of
Safeway. Affiliates of The Yucaipa Companies ("Yucaipa") and Apollo Advisors,
L.P., owning approximately 41% of the outstanding shares of common stock of
Dominick's have entered into an agreement with Safeway pursuant to which they
have agreed to tender their shares in the Offer and to vote in favor of the
transactions contemplated by the Merger Agreement and have granted options to
Safeway to acquire their shares, at a price of $49 per Share, in cash, upon a
termination of the Merger Agreement under certain circumstances. Consummation of
the Offer is conditioned upon, among other things, the valid tender of a
majority of Dominick's outstanding Shares (determined on a fully diluted basis
without giving effect to the Shares issuable upon the exercise of a warrant held
by Yucaipa), expiration of all applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other
customary conditions.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Press Release.
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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.
DATED: October 19, 1998 By: /s/ Michael C. Ross
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Name: Michael C. Ross
Title: Senior Vice President,
Secretary and General Counsel
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Press Release.
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EXHIBIT 99.1
PLEASANTON, Calif. -- BUSINESS WIRE) -- Oct. 13, 1998 -- Safeway Inc. (NYSE:SWY
- -news) and Dominick's Supermarkets, Inc. (NYSE:DFF - news) jointly announced
today they have signed a definitive merger agreement pursuant to which Safeway
will acquire all of the outstanding shares of Dominick's for $49 in cash per
share, or a total of approximately $1.2 billion, and assume approximately $646.2
million of Dominick's debt.
Safeway plans to commence a cash tender offer for all outstanding shares of
Dominick's common stock. The combined company will operate more than 1,490
stores in 18 states in the United States and in Western Canada, with proforma
1998 estimated annual sales over $26.5 billion.
The acquisition will be accounted for as a purchase, and is expected to be
funded initially with a combination of bank debt, commercial paper and public
debt. It is expected to be neutral to Safeway earnings in the first year, and be
additive to earnings after the first year. The transaction was unanimously
approved by Dominick's board of directors.
The Yucaipa Companies and Apollo Advisors, whose affiliates own approximately
41% of the outstanding shares, have agreed to tender their shares into the
Safeway Offer, and have granted options to Safeway to acquire their shares under
certain circumstances.
"This transaction provides an outstanding opportunity for Safeway to continue on
its growth path, while allowing us to enter the Chicago market for the first
time. Dominick's has established an enviable reputation as a leading retailer in
the Chicago region. We are excited about the prospects of our combination," said
Steve Burd, Chairman, President and CEO of Safeway.
"This is a momentous day for our companies, employees and customers," said
Robert Mariano, President and CEO of Dominick's. "Safeway has an established
track record of successfully integrating operations to create value for both
customers and shareholders. Its strong financial position, buying power and
recognized private brands will enhance Dominick's long-standing history of
quality and excellence in the Chicago metropolitan area."
Ronald W. Burkle, Chairman of the Board of Dominick's, said, "I am a firm
believer in the consolidation taking place in the supermarket industry. That is
why after carefully considering all strategic options for Dominick's we have
agreed to merge with Safeway. I have tremendous respect for Bob Mariano as I do
for Steve Burd and the job he and his management team have done. This
combination makes great sense."
The tender offer is conditioned on the valid tender of a majority of Dominick's
outstanding shares, expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing
conditions. Safeway and Dominick's plan to complete the transaction before
year-end 1998.
Dominick's Supermarkets Inc. is the second largest supermarket operator in the
greater Chicago metropolitan area, with 112 stores and fiscal 1997 revenues of
$2.6 billion. The company's common stock is traded on the New York Stock
Exchange and Chicago Stock Exchange under the symbol DFF.
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Safeway Inc. is the second largest food and drug retailer in North America based
on sales. The company operates 1,381 stores in the United States and Canada. Its
common stock is traded on the New York Stock Exchange under the symbol SWY.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements relate to proforma sales, sources of
financing and future earnings and are indicated by words or phrases such as
"estimated," "expected" and similar words or phrases. These statements are based
on Safeway's current plans and expectations and involve risks and uncertainties
that could cause actual events and results to vary significantly from those
included in or contemplated or implied by such statements. Please refer to
Safeway's reports and filings with Securities and Exchange Commission for a
further discussion of these risks and uncertainties.
