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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): March 5, 2001
SAFEWAY INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-00041 94-3019135
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
5918 Stoneridge Mall Road, Pleasanton, California 94588
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(Address of principal executive offices) (Zip Code)
(925) 467-3000
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(Registrants' telephone number, including area code)
N/A
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(former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
DEBT OFFERING
On March 5, 2001, we completed an underwritten offering of
$700,000,000 aggregate principal amount of our 6.15% Notes Due 2006 and
$500,000,000 aggregate principal amount of our 6.50% Notes Due 2011
(collectively the "Securities") under our Registration Statement on Form S-3,
filed with the Securities and Exchange Commission (the "Commission") on February
5, 2001 (File No. 333-55008), the Prospectus dated February 12, 2001, and the
related Prospectus Supplement dated February 28, 2001, relating to our offer
and sale of the Securities.
The sale of the Securities was underwritten by Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Goldman,
Sachs & Co., Banc of America Securities LLC, Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Scotia Capital (USA) Inc., U.S. Bancorp Piper
Jaffray Inc. and The Williams Capital Group, L.P. pursuant to an Underwriting
Agreement dated February 28, 2001. The terms and conditions of the Securities
and related matters are set forth in the Indenture dated as of September 10,
1997, between us and The Bank of New York, as trustee (the "Indenture") and,
pursuant to Sections 2.2 and 10.4 of the Indenture, the Officers' Certificate
filed as Exhibit 4.2 hereto.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) The following exhibits are filed as part of this Report:
1 Underwriting Agreement, dated February 28, 2001, among
Safeway Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Goldman,
Sachs & Co., Banc of America Securities LLC, Credit Suisse
First Boston Corporation, Lehman Brothers Inc., Scotia
Capital (USA) Inc., U.S. Bancorp Piper Jaffray Inc. and
The Williams Capital Group, L.P.
4.1 Indenture, dated as of September 10, 1997, between Safeway
Inc. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to the Registrant's Form 8-K
dated September 10, 1997).
4.2 Officers' Certificate, dated as of March 5, 2001, pursuant
to Sections 2.2 and 10.4 of the Indenture.
4.3 Form of 6.15% Note Due 2006.
4.4 Form of 6.50% Note Due 2011.
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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.
Dated: March 5, 2001
SAFEWAY INC.
By: /s/ Robert A. Gordon
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Robert A. Gordon
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibits
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1 Underwriting Agreement, dated February 28, 2001, among
Safeway Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Goldman,
Sachs & Co., Banc of America Securities LLC, Credit Suisse
First Boston Corporation, Lehman Brothers Inc., Scotia
Capital (USA) Inc., U.S. Bancorp Piper Jaffray Inc. and
The Williams Capital Group, L.P.
4.1 Indenture, dated as of September 10, 1997, between Safeway
Inc. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to the Registrant's Form 8-K
dated September 10, 1997).
4.2 Officers' Certificate, dated as of March 5, 2001, pursuant
to Sections 2.2 and 10.4 of the Indenture.
4.3 Form of 6.15% Note Due 2006.
4.4 Form of 6.50% Note Due 2011.