Genre:

The Anatomy of Public Corruption

Safeway Inc and Mainframe Designs Cabinets and Fixtures

About Pete Bennett, Southern Pacific, Safeway and Philip Anschutz

Pete Bennett owner of Mainframe Designs Cabinets and Fixtures was in litigation in the matter of Bennett v. Southern Pacific between October 1987 to 1990.

Safeway intends to use the proceeds to fund a portion of its capital expenditure program. In 1993, Safeway made capital expenditures of approximately $290 million. The Company expects to invest approximately $400 million for capital expenditures in 1994. Safeway expects to increase its level of capital expenditures gradually over time.



 Safeway intends to use the proceeds
to fund a portion of its capital expenditure program.  In 1993, Safeway made
capital expenditures of approximately $290 million.  The Company expects to
invest approximately $400 million for capital expenditures in 1994.  Safeway
expects to increase its level of capital expenditures gradually over time.


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0000950149-94-000098.txt : 19940511
0000950149-94-000098.hdr.sgml : 19940511
ACCESSION NUMBER:  0000950149-94-000098
CONFORMED SUBMISSION TYPE: 424B3
PUBLIC DOCUMENT COUNT:  1
FILED AS OF DATE:  19940510

FILER:

 COMPANY DATA: 
  COMPANY CONFORMED NAME:   SAFEWAY INC
  CENTRAL INDEX KEY:   0000086144
  STANDARD INDUSTRIAL CLASSIFICATION: 5411
  IRS NUMBER:    943019135
  STATE OF INCORPORATION:   DE
  FISCAL YEAR END:   1229

 FILING VALUES:
  FORM TYPE:  424B3
  SEC ACT:  1933 Act
  SEC FILE NUMBER: 033-33388
  FILM NUMBER:  94526763

 BUSINESS ADDRESS: 
  STREET 1:  FOURTH & JACKSON STS
  CITY:   OAKLAND
  STATE:   CA
  ZIP:   94660
  BUSINESS PHONE:  5108913000

 MAIL ADDRESS: 
  STREET 1:  FOURTH & JACKSONS STS
  CITY:   OAKLAND
  STATE:   CA
  ZIP:   94660

 FORMER COMPANY: 
  FORMER CONFORMED NAME: SAFEWAY STORES INC
  DATE OF NAME CHANGE: 19900226


424B3
1
PROSPECTUS DATED 5/6/94


   1


                                                       Registration No. 33-33388
                                                                  Rule 424(b)(3)

                                4,643,000 Shares
                   of Common Stock (par value $.01 per share)
            Issuable upon Exercise of Common Stock Purchase Warrants


                                 [SAFEWAY LOGO]

                                  Safeway Inc.

        


        This Prospectus relates to the offering by Safeway Inc., from time to 
time, of 4,643,000 shares of its common stock, par value $.01 per share (the
"Common Stock").  The shares of Common Stock offered hereby are issuable upon
the exercise of warrants (the "Warrants") to purchase an aggregate of 4,643,000
shares of Common Stock (the "Warrant Shares").  On November 24, 1986, the
Company's predecessor, Safeway Stores, Incorporated, a Maryland corporation
("Predecessor"), was merged with a wholly owned subsidiary of the Company. 
Each former shareholder of Predecessor received a pro rata share of Warrants to
purchase an aggregate of 4,643,000 shares of Common Stock of the Company for an
aggregate purchase price upon exercise of $17.5 million. Each Warrant
represents the right to purchase 0.279 shares of Common Stock for the warrant
exercise price of $1.052; and, as a result, one share of Common Stock will be
issued upon the exercise of 3.584 Warrants and a cash payment of                
$3.7691.

        All the shares of Common Stock offered are being issued and sold by 
Safeway.

        The last reported sale price of the Warrants on the New York Stock 
Exchange Composite Tape on May 4, 1994 was $5-3/4 per Warrant. The last reported
sale price of the Common Stock on the New York Stock Exchange Composite Tape 
on May 4, 1994 was $24-1/2 per share.

        See "Certain Investment Considerations" for certain considerations 
relevant to an investment in the Common Stock.



           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
              THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
                  EXCHANGE COMMISSION OR ANY STATE SECURITIES
                      COMMISSION PASSED UPON THE ACCURACY
                        OR ADEQUACY OF THIS PROSPECTUS.
                           ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

EXERCISE PRICE PROCEEDS TO PER SHARE SAFEWAY -------------- ------------- Per Share . . . . . . . . . . . . . . . . . . . . . . $3.7691 $3.7691 Total (1) $17,500,000 $17,500,000
- ---------- (1) Of the 4,643,000 shares of Common Stock initially issuable upon exercise of Warrants, through March 15, 1994, 2,615,070 shares of Common Stock had been issued upon exercise of Warrants for an aggregate amount received upon exercise of $9.9 million. The date of this Prospectus is May 6, 1994. 2 AVAILABLE INFORMATION Safeway has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (of which this Prospectus is a part) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain portions of which have been omitted as permitted by the rules and regulations of the Commission. Statements contained in the Prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto. For further information regarding Safeway and the Common Stock offered hereby, reference is hereby made to the Registration Statement and such exhibits and schedules which may be obtained from the Commission at its principal office in Washington, D.C. upon payment of the fees prescribed by the Commission. Safeway is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. The Registration Statement, the exhibits and schedules forming a part thereof and the reports, proxy statements and other information filed by Safeway with the Commission in accordance with the Exchange Act can be inspected and copied at the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional offices of the Commission: 7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, Safeway Common Stock and Warrants are listed on the New York Stock Exchange and similar information concerning Safeway can be inspected and copied at the New York Stock Exchange, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents which have been filed with the Commission by the Company are hereby incorporated by reference in this Prospectus: (1) Safeway's Annual Report on Form 10-K for the fiscal year ended January 1, 1994. (2) Safeway's 1994 Proxy Statement. (3) Safeway's Current Report on Form 8-K dated March 11, 1994. (4) Description of Safeway's Common Stock contained in Safeway's Registration Statement on Form 8-A filed with the Commission on February 20, 1990, including the amendment on Form 8 dated March 26, 1990. All documents filed by Safeway pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. 2 3 Copies of all documents which are incorporated herein by reference (not including the exhibits to such information, unless such exhibits are specifically incorporated by reference in such information) will be provided without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request. Copies of this Prospectus, as amended or supplemented from time to time, any other documents (or parts of documents) that constitute part of the Prospectus under Section 10(a) of the Securities Act and Safeway's Annual Report to Stockholders will also be provided without charge to each such person, upon written or oral request. Requests should be directed to Safeway Inc., Attention: Investor Relations Department, Safeway Inc., Fourth and Jackson Streets, Oakland, California 94660, telephone number (510) 891-3790. 3 4 PROSPECTUS SUMMARY The following summary information is qualified in its entirety by the more detailed information appearing elsewhere in this Prospectus or incorporated herein by reference. SAFEWAY Safeway Inc. ("Safeway" or the "Company") is one of the world's largest food retailers, operating approximately 1,080 stores in the United States and Canada. U.S. retail operations are located in northern California, Oregon, Washington, and the Rocky Mountains, Southwest and Mid-Atlantic regions. Canadian retail operations are located principally in British Columbia, Alberta, Saskatchewan and Manitoba. Safeway believes that it is among the market share leaders in areas served by each of its nine retail divisions. Management of the retail operations is decentralized to encourage local autonomy in responding to consumer demands within the Company's diverse markets. In support of these operations, Safeway has an extensive network of distribution, manufacturing and food processing facilities. In addition to stores operated under the Safeway name, Safeway has ownership interests in two other retail grocery companies. Safeway holds a 35% interest in The Vons Companies, Inc., which operates more than 350 grocery stores located mostly in southern California, and a 49% interest in a privately held company, Casa Ley, S.A. de C.V., which operates 54 stores in western Mexico. A key component of Safeway's long-term strategy is its capital expenditure program. Safeway scaled back its capital expenditure program during 1993 to approximately $290 million in order to enhance the quality of projects and to focus on near-term operating challenges. The Company expects to invest approximately $400 million for capital expenditures in 1994. The Company expects to increase its level of capital expenditures gradually over time. Safeway anticipates that the capital expenditure program will be funded through cash provided by operations, permitted borrowings, lease obligations and the proceeds from this offering. See "Certain Investment Considerations" regarding certain factors to be considered by investors. THE OFFERING Common Stock offered by Safeway . . . . 2,025,145(1) Common Stock outstanding . . . . . . . . 102,164,599(2) Total . . . . . . . . . . . . . . . 104,189,744(2) Use of Proceeds . . . . . . . . . . . . Capital expenditures New York Stock Exchange Symbol . . . . . SWY
- -------------------- (1) Of the 4,643,000 shares of Common Stock initially issuable upon exercise of Warrants, through March 15, 1994, 2,615,070 shares of Common Stock had been issued upon exercise of Warrants for an aggregate amount received upon exercise of $9.9 million. (2) Includes shares of Common Stock outstanding as of March 15, 1994. Does not include up to 13,543,620 shares of Common Stock issuable upon exercise of stock options outstanding on January 1, 1994, and 13,928,000 shares of Common Stock issuable upon exercise of warrants (the "SSI Warrants") held by SSI Equity Associates, L.P. (the "SSI Partnership"). 4 5 CERTAIN INVESTMENT CONSIDERATIONS Prospective investors should consider carefully, in addition to the other information contained or incorporated in this Prospectus, the following factors before purchasing the shares of Common Stock offered hereby. LEVERAGE AND RESTRICTIONS IMPOSED BY LENDERS As a result of the Acquisition, Safeway is highly leveraged. At January 1, 1994, Safeway and its subsidiaries had total debt of approximately $2.7 billion (reduced from approximately $5.8 billion at the time of the Acquisition) and stockholders' equity of $382.9 million. If future cash provided by operations is less than that realized since the Acquisition, Safeway may reduce planned capital expenditures. If future cash provided by operations is further reduced, Safeway may experience difficulty meeting the interest and principal payments due on outstanding indebtedness, rent and other obligations. The discretion of the management of Safeway with respect to certain business matters is limited by covenants (the "Debt Covenants") contained in the Company's Bank Credit and Working Capital Credit Agreements (the "Bank Agreements") and the indentures related to Safeway's 9.30% Senior Secured Debentures due 2007 (the "9.30% Debentures"), certain of its medium-term notes and its 10% Senior Subordinated Notes due 2001 (the "10% Notes"), 9.875% Senior Subordinated Debentures due 2007 (the "9.875% Debentures"), 9.65% Senior Subordinated Debentures due 2004 (the "9.65% Debentures") and 9.35% Senior Subordinated Notes due 1999 (the "9.35% Notes," and together with the 10% Notes, the 9.875% Debentures and the 9.65% Debentures, the "Subordinated Securities"). The Debt Covenants prohibit Safeway from paying cash dividends on its capital stock and limit Safeway with respect to, among other things: (i) incurring additional indebtedness; (ii) creating liens upon its assets; (iii) repurchasing shares of its capital stock or certain indebtedness; (iv) acquiring any outstanding warrants, options or other rights to acquire shares of any class of stock of Safeway; (v) making certain loans, investments or guarantees; and (vi) disposing of material amounts of assets other than in the ordinary course of business. Indebtedness under the Bank Agreements is secured by pledges of certain assets of Safeway and assets and stock of certain subsidiaries. Indebtedness under the 9.30% Debentures, and certain other indebtedness incurred in connection with Safeway's capital expenditure program, is secured by certain real estate and personal property of Safeway. Indebtedness under the Bank Agreements is also guaranteed by certain subsidiaries. There can be no assurance that Safeway's leverage and such restrictions will not adversely affect Safeway's ability to finance its future operations or capital needs or engage in other business activities which may be in the interests of Safeway and its stockholders. CONTROLLING STOCKHOLDERS Approximately 64% of the outstanding Common Stock is held by two partnerships (the "Common Stock Partnerships"), the general partner of each of which is KKR Associates, a New York limited partnership ("KKR Associates"). KKR Associates has sole voting and investment power with respect to such shares. Consequently, KKR Associates and its general partners control Safeway and have the power to elect a majority of its directors and to approve any action requiring stockholder approval, including, assuming compliance with applicable Delaware laws, approval of certain corporate transactions (including any so-called "going private" transactions). The Common Stock Partnerships have no present intention to effect a "going private" transaction. UNREALIZED GAIN BY EXISTING STOCKHOLDERS In 1986, Safeway was acquired from its public stockholders in a leveraged buyout transaction led by KKR. As of March 15, 1994, the Common Stock Partnerships beneficially owned 65,000,000 shares of Common Stock, which were purchased at $2.00 per share and the SSI Partnership held the SSI Warrants to purchase an aggregate of 13,928,000 shares exercisable at $2.00 per share. In addition, from December 1986 through December 1989, certain other investors, consisting primarily of members of management, purchased and/or acquired options to purchase, an aggregate of 9,636,000 shares of Common Stock. Such investors paid, and stock options held by such investors are exercisable primarily at, $2.00 per share. Based on these share amounts and the $24-1/2 per share closing sale price of the Common Stock on May 4, 1994, as reported on the New York Stock Exchange, the unrealized aggregate market value gain on the shares held by the Common Stock Partnerships was $1.5 billion, the unrealized aggregate market value gain on the shares issuable upon exercise of the SSI Warrants was $313.4 million, and the unrealized aggregate market value gain on the shares and stock options held by such other investors (assuming that none of such shares had been sold) was $216.8 million. The Common Stock Partnerships and the SSI Partnership have no present intention to sell, contract to sell or otherwise dispose of the shares of Common Stock held by them. Each management investor has entered into a subscription agreement with Safeway, pursuant to which all shares of Common Stock held by such investor are subject to certain restrictions on transfer and certain repurchase rights and obligations under certain circumstances, primarily relating to such investor's termination of employment. 5 6 DILUTION The exercise price will significantly exceed the Company's net tangible book value per share. Based on the exercise price of $3.7691 per share, a holder of Warrants who exercised Warrants as of January 1, 1994 would have experienced an immediate dilution in net tangible book value of $3.35 per share and a dilution of $3.95 per share assuming the exercise of all outstanding warrants and options (including all Warrants). SHARES ELIGIBLE FOR FUTURE SALE As of March 15, 1994, a total of 2,025,145 shares of Common Stock were issuable upon exercise of the Warrants, and an additional 13,928,000 shares of Common Stock were issuable upon exercise of the SSI Warrants. Safeway has a stock option plan covering up to 18,000,000 shares of Common Stock. At January 1, 1994, options to purchase 13,012,370 shares of Common Stock were outstanding under the stock option plan (including shares subject to options held by the management investors). Safeway also has an Outside Director Equity Purchase Plan and a Stock Option Plan for Consultants under which options to purchase 531,250 shares of Common Stock were outstanding at January 1, 1994. If exercised, these warrants and options would result in the issuance of a substantial number of shares of Common Stock, thereby diluting the proportionate voting power and equity interests of the holders of the Common Stock being offered hereby. The beneficial holders of 78,928,000 shares of Common Stock are entitled to certain rights to registration under the Securities Act, and certain members of management and other investors who hold shares and options subject to the terms of subscription agreements have the right to participate as selling stockholders in one underwritten public offering of the Common Stock subsequent to the termination of the subscription agreements covering such shares and options. No prediction can be made as to the effect, if any, that future sales of shares, or the availability of shares for future sales, will have on the market price of the Common Stock prevailing from time to time. Sales of substantial amounts of Common Stock (including shares issued upon the exercise of warrants or options), or the perception that such sales could occur, could adversely affect prevailing market prices for the Common Stock. 6 7 SAFEWAY INC. AND SUBSIDIARIES SELECTED FINANCIAL DATA (dollars in millions, except per share amounts) The financial data below are derived from the audited Consolidated Financial Statements of Safeway. The selected financial data should be read in conjunction with Safeway's Consolidated Financial Statements and accompanying Notes, which are included in Safeway's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, which report is incorporated by reference in this Prospectus.
52 Weeks 53 Weeks 52 Weeks 52 Weeks 52 Weeks 1993 1992 1991 1990 1989 ----------- ---------- ---------- ---------- ---------- INCOME STATEMENT: Sales . . . . . . . . . . . . . . . . . . . $ 15,214.5 $ 15,151.9 $ 15,119.2 $ 14,873.6 $ 14,324.6 Cost of goods sold . . . . . . . . . . . . (11,083.4) (10,987.4) (11,013.6) (10,897.0) (10,635.1) ----------- ---------- ---------- ---------- ---------- Gross profit. . . . . . . . . . . . . . . . 4,131.1 4,164.5 4,105.6 3,976.6 3,689.5 Operating and administrative expenses . . (3,689.6) (3,722.9) (3,557.3) (3,441.3) (3,227.1) AppleTree charge . . . . . . . . . . . . . -- -- (115.0) -- -- ----------- ---------- ---------- ---------- ---------- Operating profit . . . . . . . . . . . . . 441.5 441.6 433.3 535.3 462.4 Interest expense . . . . . . . . . . . . . (265.5) (290.4) (355.4) (384.1) (382.8) Equity in earnings (loss) of unconsolidated affiliates . . . . . . . . . . . . . . . 33.5 39.1 45.8 25.5 (4.0) Gain on common stock offering by unconsolidated affiliate . . . . . . . . -- -- 27.4 -- -- Other income, net. . . . . . . . . . . . . 6.8 7.1 15.1 18.0 18.4 ----------- ---------- ---------- ---------- ---------- Income before income taxes, extraordinary loss and cumulative effect of accounting changes. . . . . . . . . . . . . . . . . 216.3 197.4 166.2 194.7 94.0 Income taxes. . . . . . . . . . . . . . . . (93.0) (99.0) (87.2) (107.6) (91.5) ----------- ---------- ---------- ---------- ---------- Income before extraordinary loss and cumulative effect of accounting changes 123.3 98.4 79.0 87.1 2.5 Extraordinary loss, net of income tax benefit of $17.1 and $14.9. . . . . . . -- (27.8) (24.1) -- -- Cumulative effect of accounting changes, net of tax benefit of $12.0 . . . . . . . -- (27.1) -- -- -- ----------- ---------- ---------- ---------- ---------- Net income . . . . . . . . . . . . . . . . $ 123.3 $ 43.5 $ 54.9 $ 7.1 $ 2.5 ----------- ---------- ---------- ---------- ---------- Earnings per common share and common share equivalent (fully diluted): Income before extraordinary loss and cumulative effect of accounting changes $1.00 $0.83 $0.69 $0.91 $0.03 Extraordinary loss . . . . . . . . . . . . -- (0.23) (0.21) -- -- Cumulative effect of accounting changes . . -- (0.23) -- -- -- ----------- ---------- ---------- ---------- ---------- Net income . . . . . . . . . . . . . . . . $1.00 $0.37 $0.48 $0.91 $0.03 =========== ========== ========== ========== ========== FINANCIAL STATISTICS: Gross profit margin. . . . . . . . 27.2% 27.5% 27.2% 26.7% 25.8% Operating profit margin. . . . . . 2.9% 2.9% 2.9% 3.6% 3.2% Operating and administrative expenses as a percent of sales . . . . . . . . . . . 24.3% 24.6% 23.5% 23.1% 22.5% Capital expenditures. . . . . . . . . . $290.2 $553.4 $635.0 $489.6 $375.5 Depreciation and amortization . . . . . . 330.2 320.3 295.9 276.2 257.8 Total assets. . . . . . . . . . . . . . . 5,074.7 5,225.8 5,170.7 4,739.1 4,538.0 Total debt. . . . . . . . . . . . . . . . 2,689.2 3,048.6 3,066.0 3,083.6 3,118.6 Stockholders' equity (deficit). . . . . . 382.9 243.1 214.4 (183.4) (388.9) Common shares outstanding at year-end (in millions) . . . . . . . . . . . . . . 101.5 98.8 97.7 79.3 67.7 Stockholders' equity (deficit) per common share outstanding at year-end . . . . . . 3.77 2.46 2.19 (2.31) (5.75) Weighted average common shares and common share equivalents (fully diluted) (in millions) . . . . . . . . . . . . . 123.4 119.0 115.2 96.0 89.4 OTHER STATISTICS: Employees at year-end. . . . . . . . . . 105,900 104,900 110,100 114,500 110,100 Stores opened during the year. . . . . . 14 35 33 30 33 Stores closed or sold during the year. . 39 49 37 26 60 Total stores at year-end. . . . . . . . . 1,078 1,103 1,117 1,121 1,117 Total retail square footage at year-end (in millions) . . . . . . . . . . . . . . 39.4 39.7 38.9 38.2 37.5
7 8 USE OF PROCEEDS The net proceeds to Safeway from the exercise of the Warrants will be $17.5 million. As of March 15, 1994, Warrants to purchase an aggregate of 2,615,070 shares of Common Stock had been exercised for an aggregate exercise price of $9.9 million. Safeway intends to use the proceeds to fund a portion of its capital expenditure program. In 1993, Safeway made capital expenditures of approximately $290 million. The Company expects to invest approximately $400 million for capital expenditures in 1994. Safeway expects to increase its level of capital expenditures gradually over time. PLAN OF DISTRIBUTION Warrants may be exercised, in whole or in part, by surrendering a Warrant certificate together with a duly completed purchase form to The First National Bank of Boston, Shareholder Services Division, P.O. Box 1889, Mail Stop 45-02-05, Boston, Massachusetts 02105-1889. The purchase form on the back of each Warrant certificate must be completed and signed in order to exercise Warrants. The Warrant exercise price must be paid by certified or official bank check payable to the order of Safeway. Purchase forms and information regarding the exercise of Warrants may be obtained by contacting The First National Bank of Boston through its Telephone Inquiry Unit, (617) 575-2700, or at the above address. LEGAL MATTERS The legality of the shares of Common Stock offered hereby will be passed upon for Safeway by Latham & Watkins, Los Angeles, California. Certain partners of Latham & Watkins, members of their families, related persons and others, have an indirect interest, through limited partnerships, in less than 1% of the Common Stock. Such persons do not have the power to vote or dispose of such shares. EXPERTS Safeway's consolidated financial statements and the related consolidated financial statement schedules, incorporated herein by reference to Safeway's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, have been audited by Deloitte & Touche, independent auditors, as stated in their reports incorporated herein by reference, and have been so incorporated by reference in reliance upon such reports given upon the authority of that firm as experts in accounting and auditing. 8 9 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY 4,643,000 Shares INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF of Common Stock GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS Issuable upon Exercise of MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. Common Stock Purchase Warrants THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OF SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF SAFEWAY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN Safeway Inc. IS CORRECT AS OF ANY TIME SUBSEQUENT TO THIS DATE. [SAFEWAY LOGO] _________________ TABLE OF CONTENTS Page ---- Available Information . . . . . . . . . . . 2 Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . 2 Prospectus Summary . . . . . . . . . . . . . 4 Certain Investment Considerations . . . . . . 5 Selected Financial Date . . . . . . . . . . . 7 Use of Proceeds . . . . . . . . . . . . . . . 8 Plan of Distribution . . . . . . . . . . . . . 8 Legal Matters . . . . . . . . . . . . . . . . 8 Experts . . . . . . . . . . . . . . . . . . . 8
9
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