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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 13, 1998
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DOMINICK'S SUPERMARKETS, INC.
(Exact name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 1-12353 94-3220603
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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505 Railroad Avenue
Northlake, Illinois 60164
(Address of Principal Executive Offices)
(708) 562-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 13, 1998, Dominick's Supermarkets, Inc., a Delaware
corporation ("Dominick's"), and Safeway Inc., a Delaware corporation
("Safeway"), jointly announced that they had entered into an Agreement and Plan
of Merger, dated as of October 13, 1998 (the "Merger Agreement"), among
Dominick's, Safeway and Windy City Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Safeway ("Windy City"), pursuant to which Safeway
would acquire all of the outstanding shares of common stock of Dominick's at a
price of $49.00 per share, or a total approximately $1.2 billion, in a cash
transaction. Safeway will assume approximately $646.2 million of Dominick's debt
and will account for the transaction as a purchase. The Merger Agreement was
unanimously approved by the Board of Directors of Dominick's. It is currently
anticipated that Windy City will commence a tender offer (the "Offer") for all
of the outstanding shares of Dominick's common stock and, upon consummation of
the Offer, merge (the "Merger") with and into Dominick's, with Dominick's
surviving the Merger and becoming a wholly-owned subsidiary of Safeway.
Affiliates of The Yucaipa Companies and Apollo Advisors owning approximately 41%
of the outstanding shares of Dominick's common stock have entered into an
agreement with Safeway pursuant to which, during the term of the Merger
Agreement, they have agreed to tender their shares in the Offer and to vote in
favor of the transactions contemplated by the Merger Agreement and have granted
options to Safeway to acquire their shares under certain circumstances.
Consummation of the Offer is conditioned upon, among other things, the valid
tender of a majority of Dominick'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 other customary conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibit is filed with this Current Report on
Form 8-K:
Exhibit No. Description
99.1 Press release dated October 13, 1998
announcing the signing of the Merger
Agreement.
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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: October 14, 1998 DOMINICK'S SUPERMARKETS, INC.
By: /s/ Deborah C. Paskin
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Name: Deborah C. Paskin
Title: Group Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Description
99.1 Press release dated October 13, 1998
announcing the signing of the Merger
Agreement.
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EXHIBIT 99.1
PLEASANTON, Calif. -- BUSINESS WIRE) -- Oct. 13, 1998 -- Safeway Inc. (NYSE:SWY
- -news) and Dominick's Supermarkets, Inc. (NYSE:DFF - news) jointly announced
today they have signed a definitive merger agreement pursuant to which Safeway
will acquire all of the outstanding shares of Dominick's for $49 in cash per
share, or a total of approximately $1.2 billion, and assume approximately $646.2
million of Dominick's debt.
Safeway plans to commence a cash tender offer for all outstanding shares of
Dominick's common stock. The combined company will operate more than 1,490
stores in 18 states in the United States and in Western Canada, with proforma
1998 estimated annual sales over $26.5 billion.
The acquisition will be accounted for as a purchase, and is expected to be
funded initially with a combination of bank debt, commercial paper and public
debt. It is expected to be neutral to Safeway earnings in the first year, and be
additive to earnings after the first year. The transaction was unanimously
approved by Dominick's board of directors.
The Yucaipa Companies and Apollo Advisors, whose affiliates own approximately
41% of the outstanding shares, have agreed to tender their shares into the
Safeway Offer, and have granted options to Safeway to acquire their shares under
certain circumstances.
"This transaction provides an outstanding opportunity for Safeway to continue on
its growth path, while allowing us to enter the Chicago market for the first
time. Dominick's has established an enviable reputation as a leading retailer in
the Chicago region. We are excited about the prospects of our combination," said
Steve Burd, Chairman, President and CEO of Safeway.
"This is a momentous day for our companies, employees and customers," said
Robert Mariano, President and CEO of Dominick's. "Safeway has an established
track record of successfully integrating operations to create value for both
customers and shareholders. Its strong financial position, buying power and
recognized private brands will enhance Dominick's long-standing history of
quality and excellence in the Chicago metropolitan area."
Ronald W. Burkle, Chairman of the Board of Dominick's, said, "I am a firm
believer in the consolidation taking place in the supermarket industry. That is
why after carefully considering all strategic options for Dominick's we have
agreed to merge with Safeway. I have tremendous respect for Bob Mariano as I do
for Steve Burd and the job he and his management team have done. This
combination makes great sense."
The tender offer is conditioned on the valid tender of a majority of Dominick's
outstanding shares, expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing
conditions. Safeway and Dominick's plan to complete the transaction before
year-end 1998.
Dominick's Supermarkets Inc. is the second largest supermarket operator in the
greater Chicago metropolitan area, with 112 stores and fiscal 1997 revenues of
$2.6 billion. The company's common stock is traded on the New York Stock
Exchange and Chicago Stock Exchange under the symbol DFF.
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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. Its
common stock is traded on the New York Stock Exchange under the symbol SWY.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements relate to proforma sales, sources of
financing and future earnings and are indicated by words or phrases such as
"estimated," "expected" and similar words or phrases. These statements are based
on Safeway's current plans and expectations and involve risks and uncertainties
that could cause actual events and results to vary significantly from those
included in or contemplated or implied by such statements. Please refer to
Safeway's reports and filings with Securities and Exchange Commission for a
further discussion of these risks and uncertainties.
