-----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, LQQDoC1no9K2EhhrRitfiYM3UChKdICSDFdtqwMpOKYYLNV0y6MkzPE7jXXyHlHp TvlabHWfOH9QuxL2+7Gj1Q== 0000950149-99-000238.txt : 19990217 0000950149-99-000238.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950149-99-000238 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-13910 FILM NUMBER: 99540518 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR ASSOCIATES CENTRAL INDEX KEY: 0000901651 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO LP STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBER KVRAVIS ROBERTS & CO., L.P., STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 AMENDMENT #6 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 6)(1) SAFEWAY INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 786514-20-8 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) - -------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 786514-20-8 13G PAGE 2 OF 7 PAGES --------------------- ----- ----- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KKR ASSOCIATES, L.P. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF 48,352,750* SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 15,984,889* EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 48,352,750* -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 15,984,889* -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,337,639* --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.1% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN --------------------------------------------------------------------- *Share amounts are as of December 31, 1998. Gives effect to a two-for-one stock split effected on February 25, 1998. 3 ITEM 1. (a) NAME OF ISSUER: Safeway Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5918 Stoneridge Mall Road Pleasanton, California 94588 ITEM 2. (a) NAME OF PERSON FILING: KKR Associates, L.P. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 9 West 57th Street New York, New York 10019 (c) CITIZENSHIP: New York (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share (e) CUSIP NUMBER: 786514-20-8 ITEM 3. Not applicable ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED: As of December 31, 1998, KKR Associates, L.P., a New York limited partnership, was the record owner of 48,352,750 shares of common stock of Safeway Inc. KKR Associates, L.P. is the sole general partner of SSI Associates, L.P., a Delaware limited partnership, and KKR Partners II, L.P., a Delaware limited partnership, in which capacity it may be deemed to be the beneficial owner of the shares of Safeway Inc. common stock beneficially owned by SSI Page 3 of 7 pages. 4 Associates, L.P. and KKR Partners II, L.P. As of December 31, 1998, (1) SSI Associates, L.P. was the record owner of 14,862,296 shares of common stock of Safeway Inc.; and (2) KKR Partners II, L.P. was the record owner of 1,122,593 shares of common stock of Safeway Inc. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Edward A. Gilhuly, Perry Golkin, Clifton S. Robbins and Scott Stuart are the general partners of KKR Associates, L.P., and Messrs. Kravis and Roberts are also the members of the Executive Committee of KKR Associates, L.P., and in such capacity may be deemed to share beneficial ownership of any shares of common stock of Safeway Inc. that KKR Associates, L.P. may beneficially own or be deemed to beneficially own, but disclaim any such beneficial ownership. All share numbers in this Schedule 13G give effect to a two-for-one stock split effected on February 25, 1998. (b) PERCENT OF CLASS: 13.1% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or direct the vote: 48,352,750 (ii) Shared power to vote or to direct the vote: 15,984,889 (iii) Sole power to dispose or to direct the disposition of: 48,352,750 (iv) Shared power to dispose or to direct the disposition of: 15,984,889 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON See Item 4 above. Page 4 of 7 pages. 5 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION Not applicable. Page 5 of 7 pages. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 16, 1999 KKR ASSOCIATES, L.P. By: /s/ Salvatore Badalamenti ----------------------------- Name: Salvatore Badalamenti Title: Attorney-in-Fact for Henry R. Kravis, General Partner Page 6 of 7 pages. 7 EXHIBIT INDEX Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24 to the Statements on Schedule 13G of KKR Associates, L.P. filed on February 17, 1998). Page 7 of 7 pages. -----END PRIVACY-ENHANCED MESSAGE-----