-----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, L2w60IwtQg987kyH2J42ryqVisUcf06sGXRGlynKuzmGT2vAQLHqYuWc6RllSjOJ eOAKwJLpSjUYOyjh3QZnOA== 0000950149-03-001224.txt : 20030523 0000950149-03-001224.hdr.sgml : 20030523 20030523130949 ACCESSION NUMBER: 0000950149-03-001224 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030523 EFFECTIVENESS DATE: 20030523 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: 1228 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-91975 FILM NUMBER: 03717777 BUSINESS ADDRESS: STREET 1: 5918 STONERIDGE MALL RD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9254673000 MAIL ADDRESS: STREET 1: 5918 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: SAFEWAY STORES INC DATE OF NAME CHANGE: 19900226 S-8 POS 1 f90183asv8pos.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2003 REGISTRATION NO. 333-91975 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFEWAY INC. (Exact name of registrant as specified in its charter) DELAWARE 5918 Stoneridge Mall Road 94-3019135 (State or other jurisdiction of Pleasanton, California 94588 (I.R.S. Identification incorporation or organization) (Address of principal executive offices) Number) (Zip)
-------------------- RANDALLS FOOD MARKETS, INC. ESOP/401(K) SAVINGS PLAN DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR UNION EMPLOYEES, AS AMENDED DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR NON-UNION EMPLOYEES, AS AMENDED (Full titles of the plans) -------------------- Robert A. Gordon, Esq. Senior Vice President, General Counsel and Secretary SAFEWAY INC. 5918 Stoneridge Mall Road Pleasanton, California 94588 (925) 467-3000 (Name, address and telephone number, including area code, of agent for service) Copies to: Scott R. Haber, Esq. Latham & Watkins 505 Montgomery Street, Suite 1900 San Francisco, California 94111 (415) 391-0600 -------------------- 1 DEREGISTRATION OF SECURITIES On December 2, 1999, Safeway, Inc. (the "Registrant") filed a registration statement on Form S-8 (No. 333-91975) (the "Registration Statement") which registered the issuance of 2,500,000 shares of the Registrant's common stock, par value $.01 per share ("Registrant's Common Stock"), to be sold pursuant to the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan (the "Randalls 401(k) Plan"); 1,000,000 shares of Registrant's Common Stock to be sold pursuant to the Dominick's Finer Foods, Inc. 401(k) Retirement Plan for Union Employees, as amended (the "Dominick's Union 401(k) Plan"); and 4,000,000 shares of Registrant's Common Stock to be sold pursuant to the Dominick's Finer Foods, Inc. 401(k) Retirement Plan for Non-Union Employees, as amended (the "Dominick's Non-Union 401(k) Plan"). Pursuant to General Instruction F to Form S-8 and Rule 416(c) under the Securities Act of 1933, as amended, the Registration Statement also covered an indeterminate amount of interests to be offered or sold pursuant to the Randalls 401(k) Plan, the Dominick's Union 401(k) Plan, and the Dominick's Non-Union 401(k) Plan. The Randalls 401(k) Plan was merged into the Safeway 401(k) Savings Plan and Trust, subject to SEC Registration No. 333-85132 (the "Safeway 401(k) Plan"), on or about November 1, 2001. The Dominick's Non-Union 410(K) Plan was merged into the Safeway 401(k) Plan on or about November 1, 2002. Therefore, effective as of their respective merger dates, no further shares or interests are issuable under the Randalls 401(k) Plan or the Dominick's Non-Union 401(k) Plan. Accordingly, the Registrant is filing this Post-Effective Amendment No. 1 to terminate the Registration Statement ("Post-Effective Amendment No. 1") with regard to all remaining shares and interests issuable but not issued under the Randalls 401(k) Plan and the Dominick's Non-Union 401(k) Plan at the time of their respective mergers into the Safeway 401(k) Plan. This Post-Effective Amendment No. 1 does not affect the registration of the shares and interests in the Dominick's Union 401(k) Plan. Shares and interests issuable under the Dominick's Union 401(k) Plan continue to be subject to the Registration Statement. 2 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 Post-Effective Amendment No. 1 to Registration Statement No. 333-91975 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California on this 23rd day of May, 2003. SAFEWAY INC. By: /s/ Robert A. Gordon -------------------------------------- Robert A. Gordon Senior Vice President, General Counsel and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Robert A. Gordon with full power of substitution and full power to act without the other, such person's true and lawful attorney-in-fact and agent to act for such person in such person's name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to Registration Statement No. 333-91975 on Form S-8 and this Post-Effective Amendment No. 1 thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement No. 333-91975 has been signed by the following persons in the capacities indicated on May 23, 2003.
Signature Title --------- ----- /s/ Steven A. Burd Chairman, President and Chief Executive Officer - ------------------------------- Steven A. Burd (Principal Executive Officer) /s/ Vasant M. Prabhu Executive Vice President, Chief Financial Officer - ------------------------------- (Principal Financial Officer and Principal Accounting Vasant M. Prabhu Officer) /s/ James H. Greene, Jr. Director - ------------------------------- James H. Greene, Jr. /s/ Paul Hazen Director - ------------------------------- Paul Hazen /s/ Hector Ley Lopez Director - ------------------------------- Hector Ley Lopez /s/ Robert I MacDonnell Director - ------------------------------- Robert I. MacDonnell
/s/ Peter A. Magowan Director - ------------------------------- Peter A. Magowan Director - ------------------------------- George R. Roberts /s/ Rebecca A. Stirn Director - ------------------------------- Rebecca A. Stirn /s/ William Y. Tauscher Director - ------------------------------- William Y. Tauscher
Pursuant to the requirements of the Securities and Exchange Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the Benefit Plans Committee, thereunto duly authorized in the city of Pleasanton, state of California on May 23, 2003. RANDALLS FOOD MARKETS, INC. ESOP/401(K) SAVINGS PLAN /s/ David F. Bond ---------------------------------------- David F. Bond /s/ Michael J. Boylan ---------------------------------------- Michael J. Boylan /s/ Gerri Burruel ---------------------------------------- Gerri Burruel /s/ Frank Calfas ---------------------------------------- Frank Calfas /s/ Dick W. Gonzales ---------------------------------------- Dick W. Gonzales /s/ Melissa C. Plaisance ---------------------------------------- Melissa C. Plaisance /s/ Vasant M. Prabhu ---------------------------------------- Vasant M. Prabhu Pursuant to the requirements of the Securities and Exchange Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the Benefit Plans Committee, thereunto duly authorized in the city of Pleasanton, state of California on May 23, 2003. DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR NON-UNION EMPLOYEES, AS AMENDED /s/ David F. Bond ---------------------------------------- David F. Bond /s/ Michael J. Boylan ---------------------------------------- Michael J. Boylan /s/ Gerri Burruel ---------------------------------------- Gerri Burruel /s/ Frank Calfas ---------------------------------------- Frank Calfas /s/ Dick W. Gonzales ---------------------------------------- Dick W. Gonzales /s/ Melissa C. Plaisance ---------------------------------------- Melissa C. Plaisance /s/ Vasant M. Prabhu ---------------------------------------- Vasant M. Prabhu -----END PRIVACY-ENHANCED MESSAGE-----