<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FINAL AMENDMENT
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
---------------------------
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
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CUSIP No. 257 159 103
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WINDY CITY ACQUISITION CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,614,661 (COMMON STOCK)
2,861,354 (NON-VOTING COMMON STOCK)
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.39% (COMMON STOCK)
100% (NON-VOTING COMMON STOCK)
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 257 159 103
- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SAFEWAY INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,614,661 (COMMON STOCK)
2,861,354 (NON-VOTING COMMON STOCK)
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.39% (COMMON STOCK)
100% (NON-VOTING COMMON STOCK)
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 4
This Final Amendment 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:
On November 20, 1998, the Parent announced that it had merged
a wholly-owned subsidiary of Parent into the Company (the "Merger") with the
Company continuing as the surviving corporation in the Merger. Because Parent
had acquired at least 90% of each class of the outstanding Shares, the Merger
was effected without a meeting of stockholders of the Company. As a result of
the Merger, the Company became a wholly-owned subsidiary of the Parent and each
outstanding Share (other than Shares held in the treasury of the Company, Shares
owned by the Parent, the Purchaser or any other direct or indirect wholly-owned
subsidiary of the Parent or the Company, and Shares owned by stockholders who
choose to dissent and demand appraisal of their Shares) shall be canceled,
extinguished and converted into the right to receive $49.00 per Share in cash,
without interest, less any applicable federal withholding taxes. The full text
of the press release is set forth in Exhibit (a)(10) and is incorporated herein
by reference.
The Parent has requested that trading of the Shares be halted
on the New York Stock Exchange and the Chicago Stock Exchange and filed a Form
15 to delist the Shares with the Securities and Exchange Commission.
<PAGE> 5
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
Pursuant to the Offer, which expired at 12:00 Midnight, New
York City Time, on Monday, November 16, 1998, the Purchaser ultimately acquired
21,476,015 Shares. Such Shares, when added to Shares beneficially owned by
Parent, represent approximately 99.47% of all Shares outstanding at such time.
The information provided in this Final Amendment under Item 5
is incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the
following:
(a)(10) Press Release issued by the Parent on November 20,
1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in the Statement is true, complete and
correct.
SAFEWAY INC.
By /S/ MICHAEL C. ROSS
------------------------------------
Name: Michael C. Ross
Title: Senior Vice President
and General Counsel
WINDY CITY ACQUISITION CORP.
By /S/ MICHAEL C. ROSS
------------------------------------
Name: Michael C. Ross
Title: Vice President and Secretary
Date: November 20, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
No. Description No.
- --- ----------- ---
<S> <C> <C>
(a)(10) Press Release issued by the Parent on November 20, 1998
</TABLE>
<PAGE> 1
IMMEDIATE RELEASE
SAFEWAY INC.
5918 STONERIDGE MALL ROAD
PLEASANTON, CA 94588-3229
MELISSA PLAISANCE
(510) 467-3136
SAFEWAY INC. AND DOMINICK'S SUPERMARKETS, INC. COMPLETE MERGER
Pleasanton, CA -- November 20, 1998 -- Safeway Inc. announced today that it has
completed its acquisition of Dominick's Supermarkets, Inc. Dominick's has been
merged with a wholly-owned subsidiary of Safeway, and each share of Common
Stock, par value $.01 per share, and Non-Voting Common Stock, par value $.01
per share, of Dominick's not previously purchased in Safeway's tender offer
which expired at 12:00 Midnight, EST, on November 16, 1998, has been converted
into the right to receive $49.00 in cash, net to the seller, without interest.
Safeway Inc. is the second largest food and drug retailer in North America
based on sales. The company operates 1,493 stores in the United States and
Canada. The company's common stock is traded on the New York Stock Exchange
under the symbol SWY.
-o0o-
