<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1998
REGISTRATION NO. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
--------------------------
Registration Statement
Under
The Securities Act of 1933
--------------------------
SAFEWAY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3019135
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
(925) 467-3000
(Address and telephone number of principal executive office)
--------------------------
THE 1996 EQUITY PARTICIPATION PLAN
OF DOMINICK'S SUPERMARKETS, INC.
AND THE 1995 AMENDED AND RESTATED STOCK OPTION
PLAN OF DOMINICK'S SUPERMARKETS, INC.
(Full Title of the Plans)
--------------------------
MICHAEL C. ROSS
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SAFEWAY INC.
5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
(Name and Address including ZIP Code of Agent For Service)
(925) 467-3000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
SCOTT R. HABER, ESQ.
TRACY K. EDMONSON, ESQ.
LATHAM & WATKINS
505 MONTGOMERY STREET
SUITE 1900
SAN FRANCISCO, CALIFORNIA 94111
(415) 391-0600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Amount Offering Maximum Amount Of
Title of Securities to be Price Per Aggregate Registration
to be Registered Registered(1) Share(2) Offering Price Fee
---------------- ------------- --------- -------------- -------------
<S> <C> <C> <C> <C>
Common Stock, 923,016 $19.71 $18,189,000 $5,057
$0.01 par value per share
$19.71
</TABLE>
<PAGE> 2
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), additional shares of the common stock of the Company (the
"Common Stock") issued or which become issuable in order to prevent
dilution resulting from any future stock split, stock dividend or
similar transaction are also being registered.
(2) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act on the basis of the exercise
price per share of outstanding options for 923,016 shares issued
under the Plans at an average price of $19.71 per share.
<PAGE> 3
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with it, which means that we
can disclose important information in this Registration Statement by referring
to those documents. The information incorporated by reference is an important
part of this Registration Statement, and information that we file later with the
Commission will automatically update and supersede this information. We
incorporate by reference the following documents we filed with the Commission
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
- Annual Report on Form 10-K for the year ended January 3, 1998
(including information specifically incorporated by reference
into our Form 10-K from our 1997 Annual Report to Stockholders
and Proxy Statement for our 1998 Annual Meeting of
Stockholders) and Form 10-K/A filed March 10, 1998;
- Quarterly Reports on Form 10-Q for the quarters ended March
28, 1998, June 6, 1998 and September 12, 1998;
- Current Reports on Form 8-K filed on July 15, 1998, October
19, 1998 and November 9, 1998;
- Description of our common stock contained in our registration
statement on Form 8-A filed with the Commission on February
20, 1990, including the amendment on Form 8 dated March 26,
1990; and
- All documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold (other than
those portions of such documents described in paragraphs (i),
(k) and (l) of Item 402 of Regulation S-K promulgated by the
Commission).
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the Common Stock offered
hereby are being passed upon for the Company by Michael C. Ross, Esq., General
Counsel of the Company. Mr. Ross is also a Senior Vice President and the
Secretary of the Company. The Company has granted Mr. Ross options to purchase
Common Stock of the Company, upon the exercise of which he would own less than
1% of the Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability (i)
for breach of the duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (governing distributions to stockholders), or (iv) for any
transaction for which a director derives an improper personal benefit. In
addition, Section 145 of the Delaware General Corporation law and Article III,
Section 13 of the Company's By-laws, under certain circumstances, provide for
the indemnification of the Company's officers, directors, employees and agents
against liabilities which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but that description is qualified in its entirety by reference to Article III,
Section 13 of the Company's By-laws.
In general, any officer, director, employee or agent will be
indemnified against expenses, including attorney's fees, fines, settlements or
judgments, which were actually and reasonably incurred, in connection with a
legal proceeding, other than one brought by or on behalf of the Company, to
which he was a party as a result of such relationship, if he acted in good
faith, and in the manner he believed to be in or not opposed to the Company's
best interest and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. If the action is brought
by or on behalf of the Company, the person to be indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
Company's best interest, but no indemnification will be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware, or the court in which such action was brought, determines upon
application that, despite adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expense which such Court of Chancery or such other court
shall deem proper.
Any indemnification under the previous paragraphs (unless ordered by a
court) will be made by the Company only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or agent
is proper under the circumstances because he has met the applicable standard of
conduct set forth above. Such determination will be made (i) by the Company's
board of directors by a majority vote of a quorum of disinterested directors who
were not parties to such actions, (ii) if such quorum is not obtainable or, even
if
<PAGE> 5
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders. To the extent
that a director, officer, employee or agent of the Company is successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
the previous paragraph, he will be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
Company as authorized by the Company's By-laws. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Company's board of directors deems appropriate.
The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 13 of the Company's By-laws is not deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. If a claim for
indemnification or payment of expenses under Section 13 of the Company's By-laws
is not paid in full within ninety (90) days after a written claim therefor has
been received by the Company, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action, the
Company has the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.
The Company's board of directors may authorize, by a vote of a majority
of a quorum of the Company's board of directors, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of Section 13 of the Company's
By-laws. The Company's board of directors may authorize the Company to enter
into a contract with any person who is or was a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise providing for indemnification rights
equivalent to or, if the Company's board of directors so determines, greater
than those provided for in Section 13 of the Company's By-laws.
The Company has also purchased insurance for its directors and officers
for certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE> 6
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Company and
Certificates 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 and Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 20, 1998).
4.2 Form of Bylaws of the Company as amended (incorporated by
reference to Exhibit 3.2 to the 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).
4.3 The 1996 Equity Participation Plan of Dominick's Supermarkets,
Inc. (incorporated by reference to Exhibit 10.13 to Dominick's
Supermarkets, Inc.'s Annual Report on Form 10-K, Number
1-12353).
4.4 The 1995 Amended and Restated Stock Option Plan of Dominick's
Supermarkets, Inc. (incorporated by reference to Exhibit 10.12
to Dominick's Supermarkets, Inc.'s Annual Report on Form 10-K,
Number 1-12353).
4.5 Form of Amendment to Stock Option Agreements under The 1996
Equity Participation Plan of Dominick's Supermarkets, Inc. and
the 1995 Amended and Restated Stock Option Plan of Dominick's
Supermarkets, Inc.
4.6 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4(i).2 to the Registration Statement No. 33-33388).
5.1 Opinion of Michael C. Ross, Esq., General Counsel, as to the
legality of the Common Stock being registered.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Michael C. Ross, Esq. (incorporated in Exhibit
5.1).
24.1 Power of Attorney of the Company (included on the signature
page to this Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
<PAGE> 7
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the
<PAGE> 8
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, California, on November 19, 1998.
SAFEWAY INC.
By: /s/ Michael C. Ross
--------------------------------
Michael C. Ross
Senior Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint David G. Weed and Michael C.
Ross, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including without limitation any post-effective amendments) to this
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Steven A. Burd
- ----------------------------------
Steven A. Burd Chairman, President and Chief November 19, 1998
Executive Officer (Principal
Executive Officer)
/s/ David G. Weed
- ----------------------------------
David G. Weed Executive Vice President, Chief November 19, 1998
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ James H. Greene, Jr.
- ----------------------------------
James H. Greene, Jr. Director November 19, 1998
/s/ Paul Hazen
- ----------------------------------
Paul Hazen Director November 19, 1998
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henry R. Kravis
- ----------------------------------
Henry R. Kravis Director November 19, 1998
/s/ Robert I. MacDonnell
- ----------------------------------
Robert I. MacDonnell Director November 19, 1998
/s/ Peter A. Magowan
- ----------------------------------
Peter A. Magowan Director November 19, 1998
/s/ George R. Roberts
- ----------------------------------
George R. Roberts Director November 19, 1998
/s/ William Y. Tauscher
- ----------------------------------
William Y. Tauscher Director November 19, 1998
</TABLE>
<PAGE> 11
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of the Company and
Certificates 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 and Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 20, 1998).
4.2 Form of Bylaws of the Company as amended (incorporated by
reference to Exhibit 3.2 to the 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).
4.3 The 1996 Equity Participation Plan of Dominick's Supermarkets,
Inc. (incorporated by reference to Exhibit 10.13 to Dominick's
Supermarkets, Inc.'s Annual Report on Form 10-K, Number
1-12353).
4.4 The 1995 Amended and Restated Stock Option Plan of Dominick's
Supermarkets, Inc. (incorporated by reference to Exhibit 10.12
to Dominick's Supermarkets, Inc.'s Annual Report on Form 10-K,
Number 1-12353).
4.5 Form of Amendment to Stock Option Agreements under The 1996
Equity Participation Plan of Dominick's Supermarkets, Inc. and
the 1995 Amended and Restated Stock Option Plan of Dominick's
Supermarkets, Inc.
4.6 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4(i).2 to the Registration Statement No. 33-33388).
5.1 Opinion of Michael C. Ross, Esq., General Counsel, as to the
legality of the Common Stock being registered.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Michael C. Ross, Esq. (incorporated in Exhibit
5.1).
24.1 Power of Attorney of the Company (included on the signature
page to this Registration Statement).
<PAGE> 1
EXHIBIT 4.5
FORM OF AMENDMENT TO STOCK OPTION AGREEMENTS
This Amendment is made as of the 16th day of November, 1998, by and
between Dominick's Supermarkets, Inc., a Delaware corporation (the "Company")
and [name] ("Optionee").
RECITALS
The Company and Optionee have previously entered into one or more Stock
Option Agreements (the "Option Agreements") pursuant to which Optionee has been
granted various options (the "Options") to purchase shares of common stock $0.01
par value per share of the Company (the "Common Stock") under the Company's 1996
Equity Participation Plan and/or the Company's Restated 1995 Stock Option Plan
(collectively the "Option Plans").
The Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among Safeway Inc. ("Safeway"), Windy City
Acquisition Corp. and the Company pursuant to which the Company will become a
wholly owned subsidiary of Safeway (the "Merger") and whereby at the effective
time of the Merger (the "Effective Time") certain unexercised Options will be
converted into options to purchase shares of common stock $0.01 par value per
share of Safeway (the "Safeway Stock") which shall be exercisable and shall vest
upon the same terms and conditions as set forth in the Option Agreements, except
as modified by this Amendment.
AGREEMENT
The Company and Optionee hereby amend the Option Agreements to provide
as follows:
1. Notwithstanding anything contained in the Option Agreements to the
contrary, the Options shall be fully vested, nonforfeitable and fully
exercisable in the event the Optionee's employment with the Company and/or
Safeway is terminated after the Effective Time without Cause (as defined below)
or by reason of a Constructive Termination (as defined below).
"Cause" shall mean any acts or omissions on the part of
Optionee involving: (i) material dishonesty or misappropriation adversely
affecting the Company or its property or funds; (ii) serious misconduct
including but not limited to reckless or willful destruction of Company
property, non-performance of Optionee's responsibilities as an employee,
violation of a material condition of employment, aiding a competitor of the
Company, unauthorized disclosure or use of confidential information or trade
secrets or sexual, racial or other actionable harassment; (iii) conviction of,
or a plea of nolo contendere to, any felony; or (iv) illegal, unethical,
dishonest, fraudulent, or other similar conduct tending to place Optionee, or
the Company by reason of association with Optionee, in disrepute or to subject
the Company to material financial loss or loss of business. The Board of
Directors of Safeway shall have the sole discretion to determine whether any
termination of Optionee's employment is for Cause.
<PAGE> 2
"Constructive Termination" shall mean termination of
employment by the Optionee upon the first to occur of the following events, if
not fully corrected upon ten (10) days' written notice from Optionee to the
Company:
(a) the assignment to Optionee of any duties inconsistent with the
position in the Company that Optionee held immediately prior to the consummation
of the tender offer pursuant to the Merger Agreement (the "Offer"), or a
significant adverse alteration in the nature or status of Optionee's
responsibilities or the conditions of Optionee's employment from those in effect
immediately prior to the consummation of the Offer; provided, however, that any
change in reporting obligations which is reasonably required to conform to
changes in the Company's management structure following the consummation of the
Offer shall not be deemed a Constructive Termination for purposes of this clause
(a);
(b) the Company's reduction of Optionee's annual base salary as in
effect immediately prior to the consummation of the Offer, except for
across-the-board salary reductions similarly affecting all management personnel
of the Company and all management personnel of any person (including, without
limitation, Safeway or any other corporation, partnership, limited liability
company, joint venture, government agency or instrumentality or any other
entity) in control of the Company;
(c) the requirement that Optionee be based at a location more than 50
miles from the Company's office or store, as applicable, at which Optionee was
principally employed immediately prior to the consummation of the Offer, except
for required travel on the Company's business to an extent substantially
consistent with Optionee's business travel immediately prior to the consummation
of the Offer;
(d) the Company's failure to pay Optionee any portion of Optionee's
current compensation within seven (7) days of the date such compensation is due;
(e) the Company's failure to continue in effect any material
compensation or benefit plan in which Optionee participates immediately prior to
the consummation of the Offer, other than any stock options or other equity
based compensation plan, unless an equitable arrangement has been made with
respect to such plan, or the Company's failure to continue Optionee's
participation therein (or in any substitute or alternative plan) on a basis not
materially less favorable, both in terms of the amount of benefits provided and
the level of Optionee's participation relative to other participants, as existed
immediately prior to the consummation of the Offer; or
(f) the Company's failure to continue to provide Optionee with benefits
substantially similar to those enjoyed by Optionee under any of the Company's
life insurance, medical, health and accident, or disability plans in which
Optionee was participating immediately prior to the consummation of the Offer,
the taking of any action by the Company which would directly or indirectly
materially reduce any of such benefits, or the failure by the Company to provide
Optionee with the number of paid vacation days to which Optionee is entitled in
accordance with the Company's vacation policy for Optionee as in effect
immediately prior to the consummation of the Offer.
<PAGE> 3
2. As of the Effective Time all unexercised Options will be assumed by
Safeway and converted automatically into options to purchase shares of Safeway
Stock (each, a "Safeway Option") in an amount and at an exercise price
determined as follows:
(i) the number of shares of Safeway Stock to be subject to the Safeway
Option shall be equal to the product of (A) the number of shares of Common Stock
remaining subject to the Option immediately prior to the Effective Time
multiplied by (B) the Conversion Ratio (as defined below), provided that any
fractional shares of Safeway Stock resulting from such multiplication shall be
rounded down to the nearest share; and
(ii) the exercise price per share of Safeway Stock under the Safeway
Option shall be equal to the exercise price per share of Common Stock under the
applicable Option Agreement divided by the Conversion Ratio, provided that such
exercise price shall be rounded down to the nearest cent.
The "Conversion Ratio" shall be the quotient obtained by dividing
$49.00 by the average of the closing prices of the Safeway Stock on the New York
Stock Exchange as reported on the New York Stock Exchange Composite Transaction
Tape for the 15 trading days randomly selected by lot out of the 35 trading days
ending on the second trading day preceding the Effective Time.
[3. The Optionee hereby waives the 30 day notice provision regarding
the conversion of the Option following the Merger contained in Section 8 of the
Option Agreements issued under the Company's Restated 1995 Stock Option Plan.]
4. All references to the Company in the Option Agreements shall be
deemed, as appropriate, to include Safeway after the Effective Time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
DOMINICK'S SUPERMARKETS, INC.
Date:_____________________________ By:_________________________________
OPTIONEE
Date:_____________________________ ____________________________________
<PAGE> 1
EXHIBIT 5.1
November 19, 1998
Safeway Inc.
5918 Stoneridge Mall Road
Pleasanton, CA 94588-3229
Re: Safeway Inc. Common Stock, par value $0.01 per share
Ladies and Gentlemen:
At your request, I have examined the Registration Statement on
Form S-8 (the "Registration Statement") which Safeway Inc. (the "Company")
intends to file with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of 923,016
shares of Common Stock, par value $0.01 per share (the "Shares"), in connection
with the 1995 Amended and Restated Stock Option Plan of Dominick's Supermarkets,
Inc. and the 1996 Equity Participation Plan of Dominick's Supermarkets. Inc.
(collectively, the "Plans"). I am familiar with the proceedings undertaken in
connection with the authorization, issuance and sale of the Shares.
Additionally, I have examined such questions of law and fact as I have
considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares to
be issued under the Plans have been duly authorized, and upon issuance of Shares
under the terms of the Plans and delivery and payment therefor of legal
consideration in excess of the aggregate par value of the Shares issued, such
Shares will be validly issued, fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me contained under the heading
"Interests of Named Experts and Counsel" therein.
Very truly yours,
/s/ Michael C. Ross
------------------------------------
Michael C. Ross, Esq.
General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement of Safeway Inc. on Form S-8 of our report dated February
27, 1998, incorporated by reference in the Annual Report on Form 10-K of Safeway
Inc. for the year ended January 3, 1998.
DELOITTE & TOUCHE LLP
San Francisco, California
November 13, 1998
