-----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, Whh9FQWNkOtgXTaMQF7isarS0H8c4Yu/jjxpW7UXaxaxzfLd+h8uoAyAHn+SSUWG dkmnQOea5nUnTJEy92Ptmg== 0001047469-98-032206.txt : 19980820 0001047469-98-032206.hdr.sgml : 19980820 ACCESSION NUMBER: 0001047469-98-032206 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980806 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980819 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARR GOTTSTEIN FOODS CO CENTRAL INDEX KEY: 0000871891 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 920135158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12116 FILM NUMBER: 98694614 BUSINESS ADDRESS: STREET 1: 6411 A ST CITY: ANCHORAGE STATE: AK ZIP: 99518 BUSINESS PHONE: 9075611944 MAIL ADDRESS: STREET 1: 6411 A ST CITY: ANCHORAGE STATE: AK ZIP: 99518 8-K 1 8-K 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 6, 1998 CARR-GOTTSTEIN FOODS CO. (Exact Name of Registrant as Specified in Charter) Delaware 1-12116 920135158 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 6411 A Street, Anchorage, Alaska 99518 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (907) 561-1944 None (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On August 6, 1998, Carr-Gottstein Foods Co., a Delaware corporation ("CGF"), and Safeway Inc., a Delaware corporation ("Safeway"), jointly announced that they had entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 6, 1998, among CGF, Safeway and ACG Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Safeway, pursuant to which Safeway would acquire all of the outstanding shares of common stock of CGF at a price of $12.50 per share, or a total of approximately $110 million in a cash transaction. Safeway will assume approximately $220 million of CGF debt and will account for the transaction as a purchase. The Merger Agreement was approved unanimously by the members of the CGF board of directors present at the board meeting at which it was discussed. Green Equity Investors, L.P. (an affiliate of Leonard Green & Associates, L.P.), owner of 34.8% of the outstanding shares of CGF's common stock at the time of the execution of the Merger Agreement, has entered into an agreement with Safeway pursuant to which, during the term of the Merger Agreement, it has agreed to vote in favor of the transaction contemplated by the Merger Agreement. Consummation of the transaction contemplated by the Merger Agreement is conditioned upon, among other things, approval of the holders of a majority of CGF's outstanding shares of common stock, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of applicable consents. A copy of the press release dated August 6, 1998 announcing the signing of the Merger Agreement is filed as an exhibit to this Current Report on Form 8-K. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
EXHIBIT NO. DESCRIPTION ---------- ----------- 99.1 Press release dated August 6, 1998 announcing the signing of the Merger Agreement.
3 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. Date: August 19, 1998 CARR-GOTTSTEIN FOODS CO. By: /s/ Lawrence H. Hayward ----------------------------------- Name: Lawrence H. Hayward Title: President and Chief Executive Officer 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release dated August 6, 1998 announcing the signing of the Merger Agreement.
5 EX-99.1 2 EXHIBIT 99.1 [LOGO] Contacts: Melissa Plaisance - Analysts (925) 467-3136 Debra Lambert - Media (925) 467-3257 Cherle Myers - Media (425) 455-8697 SAFEWAY AND CARR-GOTTSTEIN FOODS CO. ANNOUNCE MERGER Pleasanton, CA and Anchorage, AL -- August 6, 1998 -- Safeway Inc. (NYSE: SWY) and Carr-Gottstein Foods Co. (NYSE:CGF) jointly announced today they have signed a definitive merger agreement in which Safeway would acquire all of the outstanding shares of Carr-Gottstein for $12.50 per share, or a total of approximately $110 million in a cash transaction. In addition, Carr Gottstein has approximately $220 million of debt. The acquisition will be accounted for as a purchase, and will be funded initially through the issuance of commercial paper. It is expected to be additive to earnings in the first year. The transaction was approved unanimously by the Carr-Gottstein board of directors. Green Equity Investors (an affiliate of Leonard Green & Associates), owner of approximately 35% of the outstanding shares, has agreed to vote its shares in favor of the transaction. "The merger of these two fine companies will allow us to better serve our Alaska customers," said Steven A. Burd, president and chief executive officer of Safeway. "Our combined buying power and financial strength will enable us to provide greater value and improved store facilities for all our customers in Alaska." "Carr's has a long tradition as a leading retailer in Alaska," said Bob Diens, president of the Seattle Division of Safeway. "We plan to sustain and enhance this tradition, and will combine the best of both chains. We will continue to support the combined operation through our Seattle Division. Our district manager in Alaska, Richard Near, will be named General Manager of our Alaskan operations." "We want to remain local merchants and good neighbors," said Richard Near. "Our customers can expect to receive the best of what both companies have to offer. In addition, we fully intend to carry on the support of community organizations that Carr's and Safeway have demonstrated through the years, such as The Boys and Girls Clubs and the Special Olympics, just to name a few." "This is an exciting day for our companies, associates and our valued customers," said Lawrence Hayward, President and CEO of Carr-Gottstein Foods Company. "After a long look at the best strategic options to ensure the long term success for our business, we have agreed to merge with Safeway, a recognized leader in our industry. Safeway has an established track record of successfully integrating operations to create value for customers and shareholders. Its recent acquisition of Vons in Southern California, is a great example. Safeway's strong financial position, buying power, and recognized private brands will enhance Carr's long-standing history of quality and excellence in Alaska. This is a terrific combination for our great state." Completion of the merger is subject to approval of a majority of Carr-Gottstein's outstanding shares, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the receipt of applicable consents. Safeway and Carr's plan to complete the transaction by early 1999. Carr Gottstein Foods is Alaska's largest retailer, operating 49 stores in Anchorage, Fairbanks, Juneau, Ketchikan, the Kenai Peninsula and other Alaska communities, as well as the state's largest food warehouse and distribution operation, and Alaska's largest freight company. Annual revenues in 1997 were $589 million. Safeway Inc. is the second largest food and drug retailer in North America based on sales. The company operates 1,378 stores in the United States and Canada. -o0o- -----END PRIVACY-ENHANCED MESSAGE-----