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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. 5)(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, 1999
(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 7 PAGES
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]
SSI PARTNERS, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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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 -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 6,429,533*
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
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(8) SHARED DISPOSITIVE POWER
6,429,533*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,429,533*
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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
1.3%
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(12) TYPE OF REPORTING PERSON
PN
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*SSI Partners, L.P. may be deemed to beneficially own warrants to purchase an
aggregate of 6,429,533 shares of common stock of Safeway Inc.
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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 PERSON FILING:
SSI Partners, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
9 West 57th Street
New York, New York 10019
(c) CITIZENSHIP:
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:
SSI Partners, L.P., a Delaware limited partnership, is the sole general
partner of SSI Equity Associates, L.P., a Delaware limited partnership,
in which capacity it may be deemed to be the beneficial owner of the
shares of common stock of Safeway Inc. beneficially owned by SSI Equity
Associates, L.P. As of December 31, 1999, SSI Equity Associates, L.P.
was the registered holder of warrants to purchase an aggregate of
6,429,533 shares of common stock of Safeway Inc. Henry R. Kravis,
George R. Roberts, Robert I. MacDonnell and
Page 3 of 7 Pages.
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Paul E. Raether are the general partners of SSI Partners, L.P., and may
be deemed to share beneficial ownership of any shares of common stock
of Safeway Inc. that SSI Partners, L.P. may beneficially own or be
deemed to beneficially own, but disclaim any such beneficial ownership.
Messrs. Kravis, Roberts, MacDonnell and Raether are also general
partners of KKR Associates, L.P., a New York limited partnership, which
beneficially owns more than five percent of the common stock of Safeway
Inc. and are members of KKR 1996 GP L.L.C. which may be deemed to
beneficially own approximately 1.6% of the common stock of Safeway Inc.
Because of such ownership, SSI Partners, L.P. hereby reports its
beneficial ownership on this Schedule 13G, although it disclaims that
it is the beneficial owner of more than five percent of the common
stock of Safeway Inc. All of the warrants held by SSI Equity
Associates, L.P. are attributable to the limited partner interests held
by Safeway Inc., which intends for SSI Equity Associates, L.P. to hold
such warrants until November 15, 2001 when they expire and to not
exercise such warrants.
(b) PERCENT OF CLASS:
1.3% (upon issuance of common stock of Safeway Inc. after exercise
of warrants to purchase an aggregate of 6,429,533 shares of
such common stock.)
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
6,429,533 (represents an aggregate of 6,429,533 shares of
common stock of Safeway Inc. issuable upon exercise
of warrants.)
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
6,429,533 (represents an aggregate of 6,429,533 shares of
common stock of Safeway Inc. issuable upon exercise
of warrants.)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Page 4 of 7 Pages.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
See Item 4 above.
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
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 7 Pages.
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SIGNATURE
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 14, 2000
SSI PARTNERS, L.P.
By: /s/ William Janetschek
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Name: William Janetschek
Title: Attorney-in-Fact for
George R. Roberts,
General Partner
Page 6 of 7 Pages.
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EXHIBIT INDEX
Exhibit 24 - Power of Attorney
Page 7 of 7 Pages.
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EXHIBIT 24
POWER OF ATTORNEY
Know all men by these presents that George R. Roberts does hereby make,
constitute and appoint Salvatore Badalamenti and William Janetschek, or either
one of them, as a true and lawful attorney-in-fact of the undersigned with full
powers of substitution and revocation, for and in the name, place and stead of
the undersigned (both in the undersigned's individual capacity and as a member
of any limited liability company or limited partnership for which the
undersigned is otherwise authorized to sign), to execute and deliver such forms
as may be required to be filed from time to time with the Securities and
Exchange Commission with respect to any investments of KKR 1996 Fund L.P. or KKR
Associates L.P. (including any amendments or supplements to any reports, forms
or schedules previously filed by such persons or entities): (i) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the
"Act"), including without limitation, Schedule 13D, Schedule 13G, statements on
Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR
access codes, including without limitation the Form ID.
/s/ George R. Roberts
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Name: George R. Roberts
April 23, 1998
