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): August 12, 2002
SAFEWAY INC.
Delaware | 1-00041 | 94-3019135 | ||
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(State or other jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
5918 Stoneridge Mall Road, Pleasanton, California 94588
(925) 467-3000
N/A
ITEM 5. Other Events | ||||||||
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
Exhibit 1.1 | ||||||||
Exhibit 4.2 | ||||||||
Exhibit 4.3 | ||||||||
Exhibit 4.4 |
ITEM 5. Other Events
DEBT OFFERING
On August 12, 2002, we completed an underwritten offering of $225,000,000 aggregate principal amount of our 3.80% Notes Due 2005 and $800,000,000 aggregate principal amount of our 5.80% Notes Due 2012 (collectively, the Notes) under our registration statement on Form S-3, filed with the Securities and Exchange Commission (the Commission) on July 18, 2002 (File No. 333-96685), a base prospectus dated July 31, 2002 and an accompanying prospectus supplement dated August 7, 2002 relating to our offer and sale of the Notes.
The sale of the Notes was underwritten by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Goldman, Sachs & Co., Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, McDonald Investments Inc., Muriel Siebert & Co., Inc., U.S. Bancorp Piper Jaffray Inc. and Wells Fargo Brokerage Services, LLC, pursuant to an underwriting agreement dated August 7, 2002. The terms and conditions of the Notes 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.
ITEM 7. | Financial Statements, Pro Forma Financial Information and Exhibits. | |||||
(c) | The following exhibits are filed as part of this Report: | |||||
1.1 | Underwriting Agreement, dated August 7, 2002, between Safeway Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Goldman, Sachs & Co., Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, McDonald Investments Inc., Muriel Siebert & Co., Inc., U.S. Bancorp Piper Jaffray Inc. and Wells Fargo Brokerage Services, LLC. | |||||
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 Registrants Form 8-K dated September 10, 1997). | |||||
4.2 | Officers Certificate, dated as of August 12, 2002, pursuant to Sections 2.2 and 10.4 of the Indenture. | |||||
4.3 | Form of 3.80% Note Due 2005. | |||||
4.4 | Form of 5.80% Note Due 2012. |
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: August 12, 2002
SAFEWAY INC. | ||||
By: | /s/ Robert A. Gordon | |||
Robert A. Gordon Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
1.1 | Underwriting Agreement, dated August 7, 2002, between Safeway Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Goldman, Sachs & Co., Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, McDonald Investments Inc., Muriel Siebert & Co., Inc., U.S. Bancorp Piper Jaffray Inc. and Wells Fargo Brokerage Services, LLC. | |||||
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 Registrants Form 8-K dated September 10, 1997). | |||||
4.2 | Officers Certificate, dated as of August 12, 2002, pursuant to Sections 2.2 and 10.4 of the Indenture. | |||||
4.3 | Form of 3.80% Note Due 2005. | |||||
4.4 | Form of 5.80% Note Due 2012. |