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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d) (4) OF THE SECURITIES EXCHANGE ACT OF 1934
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DOMINICK'S SUPERMARKETS, INC.
(Name of subject company)
DOMINICK'S SUPERMARKETS, INC.
(Name of person(s) filing statement)
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Common Stock, par value $.01 per share
Non-Voting Common Stock, par value $.01 per share
(Title of class of securities)
Common Stock--257159103
Non-Voting Common Stock--None
(CUSIP number of class of securities)
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Robert A. Mariano
President and Chief Executive Officer
Dominick's Supermarkets, Inc.
505 Railroad Avenue
Northlake, Illinois 60164
(708) 562-1000
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of
person(s) filing statement)
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Copies To:
Thomas C. Sadler, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
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AMENDMENT NO. 2
TO SCHEDULE 14D-9
This Amendment No. 2 ("Amendment No. 2") to Schedule 14D-9 amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on October 19, 1998, as amended by Amendment No. 1 filed with
the Commission on November 2, 1998 (as amended, the "Schedule 14D-9"), by
Dominick's Supermarkets, Inc. (the "Company"), relating to a tender offer (the
"Tender Offer") commenced by Windy City Acquisition Corp., a Delaware
corporation ("Purchaser") and wholly-owned subsidiary of Safeway Inc., a
Delaware corporation ("Parent"), on October 19, 1998 to purchase all of the
outstanding shares of Common Stock, par value $.01 per share (the "Common
Stock"), and Non-Voting Common Stock, par value $.01 per share, of the Company.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On November 9, 1998, Parent issued the press release attached hereto as
Exhibit 14 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
14 Press release issued by Parent on November 9, 1998.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 is true, complete
and correct.
November 12, 1998 Dominick's Supermarkets, Inc.
By: /s/ Deborah C. Paskin
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Deborah C. Paskin
Group Vice President, Legal
and General Counsel
.
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EXHIBIT INDEX
Exhibit 14 Press Release issued by Parent on November 9, 1998.
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EXHIBIT 14
November 9, 1998 - Safeway Inc. and Dominick's Supermarkets, Inc. announced
today that Robert A. Mariano will resign as president and chief executive
officer of Dominick's effective with the closing of the merger between the two
companies. He has agreed to remain available on a consulting basis to assist in
the post-merger transition.
"Bob's announcement came as a surprise to all of us," said Steven A. Burd,
chairman, president and CEO of Safeway. "We gratefully acknowledge his
contributions to Dominick's and wish him well in his future endeavors."
Named to succeed Mariano as president of Dominick's is Tim Hakin, vice president
of corporate retail operations for Safeway. Hakin, a 15-year Safeway veteran,
held various retail positions in the company's Northern California and Denver
Divisions before moving to the corporate office in 1997. Since then, he has
worked closely with Burd and the senior management team on all aspects of
operations and administration.
"Tim has exceptionally high operating standards and outstanding inter-personal
skills," said Burd. "We're confident he will provide strong leadership for the
Dominick's management team as both organizations identify and exchange best
practices."
Safeway Inc. is the second largest food and drug retailer in North America based
on sales. The company operates 1,381 stores in the United States and Canada.
Safeway's common stock is traded on the New York Stock Exchange under the symbol
SWY. Dominick's Supermarkets, Inc. is the second largest supermarket chain in
the greater Chicago metropolitan area, operating 112 stores. On Oct. 13, 1998,
both companies signed a definitive merger agreement. Completion of the
transaction is expected in mid-November.
