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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): February 9, 1999
CARR-GOTTSTEIN FOODS CO.
(Exact Name of Registrant as Specified in its 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)
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Item 5. Other Events.
On February 9, 1999, Carr-Gottstein Foods Co., a Delaware corporation
("CGF"), and Safeway Inc., a Delaware corporation ("Safeway"), jointly announced
that they had filed a consent decree (the "Consent Decree") with the Attorney
General of the State of Alaska regarding the acquisition by Safeway of 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 (the "Acquisition"). The Consent Decree is
subject to the approval of the Superior Court for the State of Alaska (the
"State"). A court hearing on the Consent Decree will be held after a 60 day
comment period, during which interested persons may file comments with the
court.
The Consent Decree requires the sale of six Safeway stores (four in
Anchorage, Alaska, one in Eagle River, Alaska and one in Wasilla, Alaska) and
one CGF store in Fairbanks, Alaska. Safeway and CGF, which after the Merger will
be a wholly-owned subsidiary of Safeway, must provide the State of Alaska with
signed purchase agreements for each of the stores within six months from the
date the Consent Decree is approved by the court. The State has the right to
approve the purchasers, purchase agreements, and sale transactions. To obtain
State approval, among other things, the proposed purchaser must have the
managerial, operational and financial capability and experience to compete
effectively as a viable, ongoing retailer in the supermarket industry. Following
the State's approval, Safeway and CGF generally have an additional two months in
which to complete the divestiture of the store or stores. The eight-month period
may be extended by the Attorney General of the State of Alaska. If the proposed
sales do not occur within the eight-month period, the State can appoint a
trustee to effect the divestiture of the remaining stores. The Consent Decree
contains provisions for payments by Safeway of up to $1 million for each of the
seven stores for which these deadlines are not met.
On February 19, 1999, CGF and Safeway jointly announced that they had
settled with the Alaska Public Interest Research Group and six individual
plaintiffs in a purported class action lawsuit which sought to prevent the
Acquisition (the "Litigation").
A copy of the Press Release dated February 9, 1999 announcing the
filing of the Consent Decree and a copy of the Press Release dated February 19,
1999 announcing the settlement of the Litigation are filed as exhibits to this
Current Report on Form 8-K and incorporated herein by reference.
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:
Exhibit No. Description
99.1 Press Release dated February 9, 1999 announcing the filing
of the Consent Decree.
99.2 Press Release dated February 19, 1999 announcing the
settlement of the Litigation.
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SIGNATURE
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.
CARR-GOTTSTEIN FOODS CO.
Date: February 23, 1999 By: /s/ Lawrence H. Hayward
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Name: Lawrence H. Hayward
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated February 9, 1999 announcing the filing of
the Consent Decree.
99.2 Press Release dated February 19, 1999 announcing the settlement
of the Litigation.
EXHIBIT 99.1
Safeway Contacts: Melissa Plaisance - Analysts (925) 467-3136
Cherie Myers - Media (425) 455-8697
February 9, 1999
Safeway Inc. and Carr-Gottstein Foods Co. File Consent Decree
Safeway Inc. (NYSE: SWY) and Carr-Gottstein Foods Co. (NYSE: CGF) announced
today the filing of a consent decree with the Attorney General of the State of
Alaska regarding the previously announced acquisition of Carrs by Safeway for
$12.50 a share -- or a total of approximately $110 million in cash. Carrs had
approximately $220 million of debt as of September 28, 1998.
The consent decree requires the sale of six Safeway stores (four in Anchorage
and one each in Eagle River and Wasilla) and the Carrs store located in
Fairbanks. Each of these locations is required to be sold to operating
supermarket companies that will be approved by the state. A court hearing on the
decree will be held within 60 days. The consent decree acknowledges Safeway's
new investment of more than $330 million in Alaska reflecting Safeway's long
term commitment to doing business in the state. This includes providing fair
opportunities for Alaskan companies to sell their goods and services to Safeway,
employing Alaskan residents, maintaining in-state Alaskan management and
continuing Carrs' support for local schools, charities and other community
groups.
"We are pleased this transaction is moving along," said Safeway Inc. Chairman,
President and Chief Executive Officer, Steve Burd. "This is another step in our
company's growth strategy, and we look forward to providing an outstanding
shopping experience for our customers in Alaska."
"We are pleased with this action," said Lawrence H. Hayward, President and Chief
Executive Officer of Carr-Gottstein Foods Co. "The combination of our Company
with a strong national leader in Safeway will benefit our customers and provide
better long-term job opportunities for our many valued associates."
"The opportunity to merge these two fine companies means good things for our
customers and our employees, " said Richard Near, Safeway General Manager of
Alaskan Operations. "We couldn't be more pleased."
Carr-Gottstein Foods Co. expects to schedule a shareholder meeting to vote on
the transaction within 60 days. Assuming satisfaction of all conditions, Safeway
and Carrs expect to close as soon as practicable after receiving shareholder
approval and final court approval of the consent decree.
Carr-Gottstein Foods Co. 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 1,497 stores in the United States and Canada.
-end-
EXHIBIT 99.2
Friday February 19, 2:59 pm Eastern Time
Company Press Release
Safeway and Carr-Gottstein Foods Co. Settle AKPIRG Suit
ANCHORAGE, Alaska -- (BUSINESS WIRE) -- Feb. 19, 1999 -- Safeway Inc.
("Safeway") and Carr-Gottstein Foods Co. ("Carrs") announced today that the
companies have settled with the Alaska Public Interest Research Group ("AKPIRG")
and six individual plaintiffs in Meyers et al. v. Safeway et al., a purported
class action lawsuit pending in state court in Anchorage, Alaska, which sought
to prevent the proposed acquisition of Carrs by Safeway.
The settlement says AKPIRG and the plaintiffs will no longer oppose the proposed
acquisition of Carrs by Safeway of the consent decree regarding the merger filed
recently in a proceeding initiated by the Alaska Attorney General's office, and
will dismiss the Meyers et al. v. Safeway et al. action.
The settlement calls for the creation of a citizens advisory committee, to
provide Safeway with input and reactions from Alaskan consumers and shoppers
during the ten months immediately following the closing of the merger. The
advisory committee will meet monthly with a Safeway senior manager from the
company's Alaskan operations, from the closing of the merger until most of the
supermarkets required to be divested by the consent decree have been sold.
Carr-Gottstein Foods Co. is Alaska's largest food and drug 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
1998 were $601.9 million.
Safeway Inc. is one of the largest food and drug retailers in North America
based on sales. The company operates 1,497 stores in the United States and
Canada. Its common stock is traded on the New York Stock Exchange under the
symbol SWY.
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Contact:
Safeway Inc.
Cherie Myers, 425/455-8697 (Media)
Melissa Plaisance, 925/467-3136 (Analysts)
