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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 6)(1)
SAFEWAY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
786514-20-8
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 786514-20-8 13G PAGE 2 OF 8 PAGES
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SSI ASSOCIATES, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF 14,862,296*
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 14,862,296*
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(8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,862,296*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
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(12) TYPE OF REPORTING PERSON
PN
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*Share amounts are as of December 31, 1998. Gives effect to a two-for-one stock
split effected on February 25, 1998.
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CUSIP NO. 786514-20-8 13G PAGE 3 OF 8 PAGES
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(1) NAMES OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KKR PARTNERS II, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF 1,122,593*
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 1,122,593*
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(8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,593*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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(12) TYPE OF REPORTING PERSON
PN
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*Share amounts are as of December 31, 1998. Gives effect to a two-for-one stock
split effected on February 25, 1998.
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ITEM 1.
(a) NAME OF ISSUER:
Safeway Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5918 Stoneridge Mall Road
Pleasanton, California 94588
ITEM 2.
(a) NAME OF PERSONS FILING:
SSI Associates, L.P.
KKR Partners II, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street
New York, New York 10019
(c) CITIZENSHIP:
SSI Associates, L.P. - Delaware
KKR Partners II, L.P. - Delaware
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(e) CUSIP NUMBER:
786514-20-8
ITEM 3. Not applicable
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
As of December 31, 1998, (1) SSI Associates, L.P., a Delaware
limited partnership, was the record owner of 14,862,296 shares of
common stock of Safeway Inc.; and (2) KKR Partners II, L.P., a
Delaware limited partnership, was the record owner of 1,122,593
shares of common stock of Safeway Inc. As of December 31, 1998,
KKR Associates, L.P., a New York limited partnership, was
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the record owner of 48,352,750 shares of common stock of Safeway
Inc. KKR Associates, L.P. is the sole general partner of SSI
Associates, L.P. and KKR Partners II, L.P. in which capacity it
may be deemed to be the beneficial owner of the shares of Safeway
Inc. common stock beneficially owned by SSI Associates, L.P. and
KKR Partners II, L.P. Henry R. Kravis, George R. Roberts, Paul E.
Raether, Robert I. MacDonnell, Michael W. Michelson, James H.
Greene, Jr., Michael T. Tokarz, Edward A. Gilhuly, Perry Golkin,
Clifton S. Robbins and Scott Stuart are the general partners of
KKR Associates, L.P., and Messrs. Kravis and Roberts are also the
members of the Executive Committee of KKR Associates, L.P., and
in such capacity may be deemed to share beneficial ownership of
any shares of common stock of Safeway Inc. that KKR Associates,
L.P. may beneficially own or be deemed to beneficially own, but
disclaim any such beneficial ownership. All share numbers in this
Schedule 13G give effect to a two-for-one stock split effected on
February 25, 1998.
(b) PERCENT OF CLASS:
See Item 11 of each cover page.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
See Item 4 above.
Page 5 of 8 pages.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
SSI Associates, L.P. and KKR Partners II, L.P. are Delaware
limited partnerships, the sole general partner of each of which
is KKR Associates, L.P., a New York limited partnership. As the
sole general partner of each of SSI Associates, L.P. and KKR
Partners II, L.P., KKR Associates, L.P. may be deemed to be the
beneficial owner of the securities held by such limited
partnerships. Because KKR Associates, L.P. may be deemed to be
the beneficial owner of the securities held by SSI Associates,
L.P. and KKR Partners, II, L.P., and because KKR Associates, L.P.
is the beneficial owner of more than five percent of the common
stock of Safeway Inc., SSI Associates, L.P. and KKR Partners II
hereby report their beneficial ownership on this Schedule 13G,
though neither such limited partner is the beneficial owner of
more than five percent of the common stock of Safeway Inc. SSI
Associates, L.P. and KKR Partners II, L.P. may be deemed to be a
group in relation to their respective investments in Safeway Inc.
SSI Associates, L.P. and KKR Partners II, L.P. do not affirm the
existence of a group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 6 of 8 pages.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 16, 1999
SSI ASSOCIATES, L.P.
By: KKR ASSOCIATES, L.P.
Its: General Partner
By: /s/ Salvatore Badalamenti
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Name: Salvatore Badalamenti
Title: Attorney-in-Fact for
Henry R. Kravis,
General Partner
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES, L.P.
Its: General Partner
By: /s/ Salvatore Badalamenti
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Name: Salvatore Badalamenti
Title: Attorney-in-Fact for
Henry R. Kravis, General Partner
Page 7 of 8 pages.
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EXHIBIT INDEX
Exhibit 1 - Joint Filing Agreement (incorporated by reference to Exhibit 1
to the Statements on Schedule 13G of SSI Associates, L.P. and
KKR Partners II, L.P. filed on February 14, 1992).
Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24 to
the Statements on Schedule 13G of SSI Associates, L.P. and KKR
Partners II, L.P. filed on February 17, 1998).
Page 8 of 8 pages.
