<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 6, 1998
CARR-GOTTSTEIN FOODS CO.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12116 920135158
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
6411 A Street, Anchorage, Alaska 99518
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (907) 561-1944
None
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
On August 6, 1998, Carr-Gottstein Foods Co., a Delaware corporation
("CGF"), and Safeway Inc., a Delaware corporation ("Safeway"), jointly
announced that they had entered into an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of August 6, 1998, among CGF, Safeway and ACG
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Safeway, pursuant to which Safeway would acquire all of the outstanding
shares of common stock of CGF at a price of $12.50 per share, or a total of
approximately $110 million in a cash transaction. Safeway will assume
approximately $220 million of CGF debt and will account for the transaction
as a purchase. The Merger Agreement was approved unanimously by the members
of the CGF board of directors present at the board meeting at which it was
discussed. Green Equity Investors, L.P. (an affiliate of Leonard Green &
Associates, L.P.), owner of 34.8% of the outstanding shares of CGF's common
stock at the time of the execution of the Merger Agreement, has entered into
an agreement with Safeway pursuant to which, during the term of the Merger
Agreement, it has agreed to vote in favor of the transaction contemplated by
the Merger Agreement.
Consummation of the transaction contemplated by the Merger Agreement is
conditioned upon, among other things, approval of the holders of a majority
of CGF's outstanding shares of common stock, expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the receipt of applicable consents.
A copy of the press release dated August 6, 1998 announcing the signing
of the Merger Agreement is filed as an exhibit to this Current Report on Form
8-K.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
---------- -----------
<C> <S>
99.1 Press release dated August 6, 1998 announcing the
signing of the Merger Agreement.
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 19, 1998
CARR-GOTTSTEIN FOODS CO.
By: /s/ Lawrence H. Hayward
-----------------------------------
Name: Lawrence H. Hayward
Title: President and
Chief Executive Officer
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
99.1 Press release dated August 6, 1998 announcing the
signing of the Merger Agreement.
</TABLE>
5
<PAGE>
[LOGO]
Contacts: Melissa Plaisance - Analysts (925) 467-3136
Debra Lambert - Media (925) 467-3257
Cherle Myers - Media (425) 455-8697
SAFEWAY AND CARR-GOTTSTEIN FOODS CO. ANNOUNCE MERGER
Pleasanton, CA and Anchorage, AL -- August 6, 1998 -- Safeway Inc. (NYSE:
SWY) and Carr-Gottstein Foods Co. (NYSE:CGF) jointly announced today they
have signed a definitive merger agreement in which Safeway would acquire all
of the outstanding shares of Carr-Gottstein for $12.50 per share, or a total
of approximately $110 million in a cash transaction. In addition, Carr
Gottstein has approximately $220 million of debt. The acquisition will be
accounted for as a purchase, and will be funded initially through the
issuance of commercial paper. It is expected to be additive to earnings in
the first year. The transaction was approved unanimously by the
Carr-Gottstein board of directors. Green Equity Investors (an affiliate of
Leonard Green & Associates), owner of approximately 35% of the outstanding
shares, has agreed to vote its shares in favor of the transaction.
"The merger of these two fine companies will allow us to better serve our Alaska
customers," said Steven A. Burd, president and chief executive officer of
Safeway. "Our combined buying power and financial strength will enable us to
provide greater value and improved store facilities for all our customers in
Alaska."
"Carr's has a long tradition as a leading retailer in Alaska," said Bob Diens,
president of the Seattle Division of Safeway. "We plan to sustain and enhance
this tradition, and will combine the best of both chains. We will continue to
support the combined operation through our Seattle Division. Our district
manager in Alaska, Richard Near, will be named General Manager of our Alaskan
operations."
"We want to remain local merchants and good neighbors," said Richard Near. "Our
customers can expect to receive the best of what both companies have to offer.
In addition, we fully intend to carry on the support of community organizations
that Carr's and Safeway have demonstrated through the years, such as The Boys
and Girls Clubs and the Special Olympics, just to name a few."
"This is an exciting day for our companies, associates and our valued
customers," said Lawrence Hayward, President and CEO of Carr-Gottstein Foods
Company. "After a long look at the best strategic options to ensure the long
term success for our business, we have agreed to merge with Safeway, a
recognized leader in our industry. Safeway has an established track record of
successfully integrating operations to create value for customers and
shareholders. Its recent acquisition of Vons in Southern California, is a great
example. Safeway's strong financial position, buying power, and recognized
private brands will enhance Carr's long-standing history of quality and
excellence in Alaska. This is a terrific combination for our great state."
Completion of the merger is subject to approval of a majority of
Carr-Gottstein's outstanding shares, expiration of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, and the receipt of
applicable consents. Safeway and Carr's plan to complete the transaction by
early 1999.
Carr Gottstein Foods is Alaska's largest retailer, operating 49 stores in
Anchorage, Fairbanks, Juneau, Ketchikan, the Kenai Peninsula and other Alaska
communities, as well as the state's largest food warehouse and distribution
operation, and Alaska's largest freight company. Annual revenues in 1997 were
$589 million.
Safeway Inc. is the second largest food and drug retailer in North America based
on sales. The company operates 1,378 stores in the United States and Canada.
-o0o-
