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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1999
REGISTRATION NO. 33-63803
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SAFEWAY INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5918 Stoneridge Mall Road 94-3019135
(State or other jurisdiction Pleasanton, California 94588 (I.R.S. Employer
of incorporation or (Address of principal executive Identification Number)
organization) offices) (Zip)
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1994 AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN FOR KEY EMPLOYEES
OF SAFEWAY INC.
(Full title of the plan)
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Michael C. Ross, Esq.
Senior Vice President, Secretary And General Counsel
SAFEWAY INC.
5918 Stoneridge Mall Road
Pleasanton, California 94588
(925) 467-3000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Scott R. Haber, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
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PART I.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
On August 12, 1991, Safeway Inc. (the "Company") filed a
registration statement (File No. 33-42232) to register 14,000,000 shares of the
Common Stock of the Company which had been approved for issuance under the
Company's 1994 Amended and Restated Stock Option and Incentive Plan for Key
Employees of Safeway Inc. (the "Key Employee Plan"). On June 26, 1992, the
Company filed a second registration statement (File No. 33-48884) to register
4,000,000 additional shares approved for issuance under the Key Employee Plan.
On October 30, 1995, the Company filed a third registration statement (File No.
33-63803) to register 5,000,000 additional shares approved for issuance under
the Key Employee Plan. The Company now has adopted a new plan, the 1999 Amended
and Restated Equity Participation Plan (the "1999 Plan"), to which shares
remaining available for grant under the Key Employee Plan may be transferred for
the purpose of new grants. The Company had a two-for-one stock split in each of
1996 and 1998, and, as a result, the total number of shares registered under the
Key Employee Plan is 92,000,000. As of December 31, 1998, 14,766,167 shares were
available for issuance under the Key Employee Plan.
Accordingly, this Post-Effective Amendment is being filed (under
Instruction E to Form S-8) to de-register 14,766,167 shares previously
registered for the Key Employee Plan (File No. 33-63803) and to move those
shares to a new Form S-8 Registration Statement (File No. 333-87289) filed by
the Company for shares issuable under the 1999 Plan.
ITEM 8. EXHIBITS.
24 Power of Attorney. (Incorporated by reference to Exhibit 24 to the
Registrant's Registration Statement No. 33-63803 on Form S-8).
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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
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement No.
33-63803 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California on this 17th day of
September 1999.
SAFEWAY INC.
By: /s/ MICHAEL C. ROSS
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Michael C. Ross
Senior Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement has been
signed by the following persons in the capacities indicated on September 17,
1999.
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Signature Title
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/s/ STEVEN A. BURD* Chairman, President and Chief Executive
- ------------------------------------------ Officer (Principal Executive Officer)
Steven A. Burd
/s/ DAVID G. WEED Executive Vice President, Chief Financial
- ------------------------------------------ Officer (Principal Financial Officer and
David G. Weed Principal Accounting Officer)
/s/ JAMES H. GREENE, JR.* Director
- ------------------------------------------
James H. Greene, Jr.
/s/ PAUL HAZEN* Director
- ------------------------------------------
Paul Hazen
/s/ HENRY R. KRAVIS* Director
- ------------------------------------------
Henry R. Kravis
/s/ ROBERT I. MACDONNELL* Director
- ------------------------------------------
Robert I. MacDonnell
/s/ PETER A. MAGOWAN* Director
- ------------------------------------------
Peter A. Magowan
/s/ GEORGE R. ROBERTS* Director
- ------------------------------------------
George R. Roberts
/s/ REBECCA A. STIRN Director
- ------------------------------------------
Rebecca A. Stirn
/s/ WILLIAM Y. TAUSCHER Director
- ------------------------------------------
William Y. Tauscher
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*By: /s/ MICHAEL C. ROSS
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Michael C. Ross
Attorney-in-fact
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INDEX TO EXHIBITS
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Exhibit
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24 Power of Attorney. (Incorporated by reference to Exhibit 24 to the Registrant's
Registration Statement No. 33-63803 on Form S-8).
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