-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OiTj1Og+Jr36fmj+b3qSCxtB3DTSZFQnr0iGoWWE2iP4qUBMRs7JWubjPtw4xy6V 755PXjJDpCvYGX7RtNWC+Q== 0000950149-95-000685.txt : 19951031 0000950149-95-000685.hdr.sgml : 19951031 ACCESSION NUMBER: 0000950149-95-000685 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951030 EFFECTIVENESS DATE: 19951118 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEWAY INC CENTRAL INDEX KEY: 0000086144 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 943019135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63803 FILM NUMBER: 95585340 BUSINESS ADDRESS: STREET 1: FOURTH & JACKSON ST CITY: OAKLAND STATE: CA ZIP: 94660 BUSINESS PHONE: 5108913000 MAIL ADDRESS: STREET 1: FOURTH & JACKSON ST CITY: OAKLAND STATE: CA ZIP: 94660 FORMER COMPANY: FORMER CONFORMED NAME: SAFEWAY STORES INC DATE OF NAME CHANGE: 19900226 S-8 1 S-8 DATED 10/30/95 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1995 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 10549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- SAFEWAY INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-3019135 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) FOURTH AND JACKSON STREETS OAKLAND, CALIFORNIA 94660 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) --------------- 1994 AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN FOR KEY EMPLOYEES OF SAFEWAY INC. (FULL TITLE OF PLAN) --------------- MICHAEL C. ROSS SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL SAFEWAY INC. FOURTH AND JACKSON STREETS OAKLAND, CALIFORNIA 94660 (510) 891-3000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: SCOTT R. HABER, ESQ. LATHAM & WATKINS 505 MONTGOMERY STREET, SUITE 1900 SAN FRANCISCO, CA 94111 (415) 391-0600 CALCULATION OF REGISTRATION FEE
PROPOSED AMOUNT PROPOSED MAXIMUM TITLE OF EACH CLASS OF SHARES MAXIMUM AGGREGATE AMOUNT OF OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE PRICE (1) FEE - ------------------------------------------------------------------------------------------------------------ COMMON STOCK 5,000,000 $46.1875 $230,937,500 $79,634 $.01 PAR VALUE
- ----------------------------- (1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE AMOUNT OF THE REGISTRATION FEE PURSUANT TO RULE 457(h). THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS BASED UPON THE AVERAGE ($46.1875) OF THE HIGH ($46.50) AND LOW ($45.875) PRICES FOR THE COMPANY'S COMMON STOCK ON THE COMPOSITE TAPE FOR THE NEW YORK STOCK EXCHANGE ON OCTOBER 24, 1995. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT REGISTRATION OF ADDITIONAL SECURITIES By a Registration Statement on Form S-8 and Form S-3 filed with the Securities and Exchange Commission (the "Commission") on August 12, 1991, Registration File No. 33-42432, and a Registration Statement on Form S-8 filed with the Commission on June 26, 1992, Registration File No. 33-48884 (collectively, the "Prior Registration Statements"), Safeway Inc., a Delaware corporation (the "Company"), previously registered a total of 18,000,000 shares of the Common Stock, par value $.01 per share (the "Common Stock"), of the Company reserved for issuance from time to time in connection with the 1994 Amended and Restated Stock Option and Incentive Plan for Key Employees of Safeway Inc., as amended (the "Plan"). The Plan has been amended and the number of shares of Common Stock issuable thereunder has been increased to 23,000,000. Under this Registration Statement, the Company is registering the additional 5,000,000 shares of the Common Stock issuable under the Plan. The contents of the Prior Registration Statements are incorporated by reference herein. Pursuant to Instruction E to Form S-8, all other information otherwise required to be filed in this Registration Statement is not required to be filed in this Registration Statement. Item 8. Exhibits 5.1 Opinion of Michael C. Ross, Esq. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Michael C. Ross, Esq. (included in Exhibit 5.1). 24 Power of Attorney (incorporated in the signature page to the Registration Statement - see page 3). 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oakland, California, on October 30, 1995. SAFEWAY INC. BY: /s/ Julian C. Day ------------------------ Julian C. Day Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Julian C. Day and Michael C. Ross and each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in their respective capacities with Safeway Inc. and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ PETER A. MAGOWAN Chairman of the Board October 30, 1995 - --------------------------- Peter A. Magowan /s/ STEVEN A. BURD President, Chief Executive October 30, 1995 - --------------------------- Officer and Director Steven A. Burd
4 SIGNATURES (CONTINUED)
SIGNATURE TITLE DATE - --------- ----- ---- /s/ SAM GINN Director October 30, 1995 - --------------------------- Sam Ginn /s/ JAMES H. GREENE, JR. Director October 30, 1995 - --------------------------- James H. Greene, Jr. /s/ PAUL HAZEN Director October 30, 1995 - --------------------------- Paul Hazen /s/ HENRY R. KRAVIS Director October 30, 1995 - --------------------------- Henry R. Kravis /s/ ROBERT I. MACDONNELL Director October 30, 1995 - --------------------------- Robert I. MacDonnell /s/ GEORGE R. ROBERTS Director October 30, 1995 - --------------------------- George R. Roberts /s/ MICHAEL T. TOKARZ Director October 30, 1995 - --------------------------- Michael T. Tokarz /s/ JULIAN C. DAY Executive Vice President October 30, 1995 - --------------------------- and Chief Financial Officer Julian C. Day (Principal Accounting Officer)
5 INDEX TO EXHIBITS
EXHIBIT PAGE - ------- ---- 5.1 Opinion of Michael C. Ross, Esq. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Michael C. Ross, Esq. (included in Exhibit 5.1). 24 Power of Attorney (incorporated in the signature page to the Registration Statement - see page 3).
EX-5.1 2 OPINION OF MICHAEL C. ROSS 1 Exhibit 5.1 October 30, 1995 Safeway Inc. Fourth and Jackson Streets Oakland, CA 94660 Re: Safeway Inc. Common Stock Registration Statement on Form S-8 Ladies and Gentlemen: At your request, I have examined the Registration Statement on Form S-8, together with exhibits thereto (the "Registration Statement"), to be filed by Safeway Inc. relating to the registration of an additional 5,000,000 shares of common stock, $.01 par value per share (the "Shares"), issuable in connection with the 1994 Amended and Restated Stock Option and Incentive Plan for Key Employees, as amended (the "Plan"), of Safeway Inc., a Delaware corporation (the "Company"). I am familiar with the proceedings undertaken by the Company in connection with the issuance of the Shares under the Plan and the authorization of such issuance thereunder, and have examined such documents and such questions of law and fact as I have deemed necessary in order to express the opinion hereinafter stated. Based on the foregoing, I am of the opinion that the Shares have been duly authorized, and upon issuance of the Shares under the terms of the Plan and delivery and payment therefor of legal consideration in excess of the aggregate par value of the Shares issued, such Shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ MICHAEL C. ROSS Michael C. Ross Senior Vice President, Secretary and General Counsel EX-23.1 3 CONSENT OF DELOITTE & TOUCHE 1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Safeway Inc. on Form S-8 of our report dated February 20, 1995 incorporated by reference in the Annual Report on Form 10-K of Safeway Inc. for the fiscal year ended December 31, 1994. DELOITTE & TOUCHE LLP Oakland, California October 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----