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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CARR-GOTTSTEIN FOODS CO.
------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant):
Not applicable.
Payment of Filing Fee (Check the appropriate box):
/ / No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies: Common
Stock, par value $0.01 per share
2) Aggregate number of securities to which transaction applies: 8,241,952
shares of Common Stock
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): $12.50 (cash merger
consideration per share of Common Stock).
4) Proposed maximum aggregate value of transaction: $103,024,400.00
5) Total fee paid: $20,604.88
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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CARR-GOTTSTEIN FOODS CO.
6411 A STREET
ANCHORAGE, ALASKA 99518
(907) 561-1944
MARCH 18, 1999
PROXY SUPPLEMENT DATED MARCH 18, 1999
TO PROXY DATED MARCH 10, 1999
To the Stockholders:
It has come to our attention that the Proxy Statement dated March 10,
1999 previously distributed to our common stockholders of record at the close
of business on March 5, 1999 in connection with the Special Meeting of
Stockholders to be held on April 8, 1999 inadvertently contained incorrect
numbers for projected EBITDA and projected net income under the section
entitled "Certain Information Provided to Safeway by CGF." The correct
information is set forth below:
The Projections included (a) projected sales of $601.7 million in 1998,
$661.7 million in 1999 and $691.5 million in 2000, (b) projected EBITDA (as
defined below) of $48.3 million in 1998, $53.4 million in 1999 and $55.5
million in 2000, and (c) projected net income of $2.1 million in 1998, $5.9
million in 1999 and $8.2 million in 2000. For purposes of the Projections,
CGF defined EBITDA as earnings before interest, taxes, depreciation,
amortization, non-recurring charges, pre-opening expenses and management fees
payable to Leonard Green & Partners. The foregoing is subject to the
statements and qualifications made in the Proxy Statement, including those
under "Forward-Looking Statements" and "Certain Information Provided to
Safeway by CGF."
Sincerely,
/s/ Donald J. Anderson
Donald J. Anderson
Secretary, Senior Vice President
and Chief Financial Officer
