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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 1, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________ .
COMMISSION FILE NUMBER 1-41
SAFEWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3019135
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR
ORGANIZATION)
5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 467-3000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $0.01 par value per share New York Stock Exchange
9.30% Senior Secured Debentures due 2007 New York Stock Exchange
10% Senior Notes due 2002 New York Stock Exchange
10% Senior Subordinated Notes due 2001 New York Stock Exchange
9.65% Senior Subordinated Debentures due 2004 New York Stock Exchange
9.875% Senior Subordinated Debentures due 2007 New York Stock Exchange
6.85% Senior Notes due 2004 New York Stock Exchange
7.00% Senior Notes due 2007 New York Stock Exchange
7.45% Senior Debentures due 2027 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of
Registrant as of March 14, 2000, was $16.3 billion.
As of March 14, 2000, there were issued and outstanding 494.6 million shares
of the Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference to the extent specified
herein:
DOCUMENT DESCRIPTION 10-K PART
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1999 Annual Report to Stockholders.......................... I, II, III, IV
Proxy Statement dated March 28, 2000........................ III
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PART I
ITEM 1. BUSINESS AND ITEM 2. PROPERTIES
GENERAL:
Information appearing on pages 5 through 16 of the 1999 Annual Report to
Stockholders of Safeway Inc. ("Safeway" or the "Company") is incorporated herein
by this reference.
CAPITAL EXPENDITURES:
Information appearing under the caption "Capital Expenditure Program" on
page 15 of the Company's 1999 Annual Report to Stockholders is incorporated
herein by this reference.
Safeway's stores opened, remodels completed, and stores closed or sold
during the last five years were as follows:
TOTAL
FIVE
YEARS 1999 1998 1997 1996 1995
----- ----- ----- ----- ----- -----
Stores opened:
New locations............................ 99 32 28 15 14 10
Replacements............................. 113 35 18 22 16 22
--- ----- ----- ----- ----- -----
212 67 46 37 30 32
=== ===== ===== ===== ===== =====
Remodels completed: (Note A)
Expansions............................... 137 33 28 34 29 13
"Four-Wall" remodels..................... 778 218 206 147 112 95
--- ----- ----- ----- ----- -----
915 251 234 181 141 108
=== ===== ===== ===== ===== =====
Randall's stores acquired.................. 117 117 -- -- -- --
Carrs stores acquired...................... 32 32 -- -- -- --
Dominick's stores acquired................. 113 -- 113 -- -- --
Vons stores acquired....................... 316 -- -- 316 -- --
Stores closed or sold...................... 193 54 30 37 37 35
Total stores at year-end......... 1,659 1,497 1,368 1,052 1,059
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Note A. Defined as store projects (other than maintenance) generally requiring
expenditures in excess of $200,000.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS:
Note L to the consolidated financial statements, included on page 38 of the
Company's 1999 Annual Report to Stockholders, is incorporated herein by this
reference.
TRADEMARKS:
Safeway has invested significantly in the development and protection of the
"Safeway" name. The right to use the "Safeway" name is considered to be an
important asset. Safeway also owns approximately 150 other trademarks registered
or pending in the United States Patent and Trademark Office, including its
product line names such as Safeway, Safeway SELECT, Lucerne and Mrs. Wright's,
and the marks Vons, Pavilions, Dominick's, Carrs, Randalls and Tom Thumb. Each
trademark registration is for an initial period of 10 or 20 years and is
renewable for as long as the use of the trademark continues. Safeway considers
certain of its trademarks to be of material importance to its business and
actively defends and enforces such trademarks. Safeway has also registered
certain of its trademarks in Canada.
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WORKING CAPITAL:
At year-end 1999, working capital deficit was composed of $3.1 billion of
current assets and $3.6 billion of current liabilities. Normal operating
fluctuations in these substantial balances can result in changes to cash flow
from operations presented in the Consolidated Statements of Cash Flows that are
not necessarily indicative of long-term operating trends. There are no unusual
industry practices or requirements relating to working capital items.
COMPETITION:
Food retailing is intensely competitive. The number of competitors and the
amount of competition experienced by Safeway's stores vary by market area. The
principal competitive factors that affect the Company's business are location,
quality, service, price and consumer loyalty to other brands and stores.
Local, regional, and national food chains as well as independent food
stores and markets comprise the Company's principal competition, although
Safeway also faces substantial competition from convenience stores, liquor
retailers, membership warehouse clubs, specialty retailers, supercenters, and
large-scale drug and pharmaceutical chains. Safeway and its competitors engage
in price competition which, from time to time, has adversely affected operating
margins in many of the Company's markets.
RAW MATERIALS:
Various agricultural commodities constitute the principal raw materials
used by the Company in the manufacture of its food products. Management believes
that raw materials for its products are not in short supply, and all are readily
available from a wide variety of independent suppliers.
COMPLIANCE WITH ENVIRONMENTAL LAWS:
The Company's compliance with the federal, state, and local provisions
which have been enacted or adopted regulating the discharge of materials into
the environment or otherwise relate to the protection of the environment has not
had and is not expected to have a material adverse effect upon the financial
position or results of operations of the Company.
EMPLOYEES:
At year-end 1999, Safeway had more than 193,000 full and part-time
employees. Approximately 90% of Safeway's employees in the United States and
Canada are covered by collective bargaining agreements negotiated with local
unions affiliated with one of 12 different international unions. There are
approximately 400 such agreements, typically having three-year terms, with some
agreements having terms of up to five years. Accordingly, Safeway renegotiates a
significant number of these agreements every year.
In the last three years there has been one significant work stoppage.
During the second quarter of 1997, Safeway was engaged in a 75-day labor dispute
affecting 74 stores in the Alberta, Canada operating area. The work stoppage was
resolved in a manner that management considered generally satisfactory. Safeway
estimates that the Alberta strike reduced 1997 net income by approximately $0.04
per share.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES:
Note L to the consolidated financial statements, included on page 38 of the
Company's 1999 Annual Report to Stockholders and incorporated herein by this
reference, contains financial information by geographic area.
ITEM 3. LEGAL PROCEEDINGS
Information about legal proceedings appearing under the caption "Legal
Matters" as reported in Note K to the consolidated financial statements on pages
37 and 38 of the Company's 1999 Annual Report to Stockholders is incorporated
herein by this reference.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the stockholders during the fourth
quarter of 1999.
EXECUTIVE OFFICERS OF THE COMPANY
The names and ages of the current executive officers of the Company and
their positions as of March 14, 2000, are set forth below. Unless otherwise
indicated, each of the executive officers served in various managerial
capacities with the Company over the past five years. None of the executive
officers named below is related to any other executive officer or director by
blood, marriage or adoption. Officers serve at the discretion of the Board of
Directors.
YEAR FIRST ELECTED
NAME AND ALL POSITIONS WITH THE COMPANY -------------------------
HELD AT MARCH 14, 2000 AGE OFFICER PRESENT OFFICE
--------------------------------------- --- ------- --------------
Steven A. Burd.............................................. 50 1992 1993
Chairman, President and Chief Executive Officer
Richard W. Dreiling......................................... 46 1994 1999
Executive Vice President
Marketing and Manufacturing Operations
Kenneth W. Oder............................................. 52 1993 1993
Executive Vice President
Labor Relations, Human Resources, Law, Public
Affairs and Information Technology
Larree M. Renda............................................. 41 1991 1999
Executive Vice President
Retail Operations
David G. Weed............................................... 48 1992 1998
Executive Vice President and
Chief Financial Officer
David F. Bond(1)............................................ 46 1997 1997
Senior Vice President
Finance and Control
David T. Ching.............................................. 47 1994 1994
Senior Vice President and
Chief Information Officer
David F. Faustman(2)........................................ 47 2000 2000
Senior Vice President
Labor Relations and Public Affairs
Dick W. Gonzales(3)......................................... 53 1998 1998
Senior Vice President
Human Resources
Lyman C. Gordon............................................. 53 1993 1998
Senior Vice President
Strategic Development
Lawrence V. Jackson(4)...................................... 46 1997 1997
Senior Vice President
Supply Operations
Melissa C. Plaisance........................................ 40 1993 1995
Senior Vice President
Finance and Investor Relations
Michael C. Ross............................................. 52 1993 1993
Senior Vice President
Secretary and General Counsel
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YEAR FIRST ELECTED
NAME AND ALL POSITIONS WITH THE COMPANY -------------------------
HELD AT MARCH 14, 2000 AGE OFFICER PRESENT OFFICE
--------------------------------------- --- ------- --------------
Kenneth M. Shachmut......................................... 51 1994 1999
Senior Vice President
Corporate Reengineering
Donald P. Wright............................................ 47 1991 1991
Senior Vice President
Real Estate and Engineering
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(1) Mr. Bond was previously a partner at the accounting firm of Deloitte &
Touche LLP.
(2) Mr. Faustman was previously a partner at the law firm of Carlton, DiSante
and Freudenberger LLP.
(3) Mr. Gonzales held the positions of Group Vice President -- Human Resources,
and Senior Vice President -- Human Resources at The Vons Companies, Inc.
from 1993 to 1998.
(4) Mr. Jackson was previously the Senior Vice President, Worldwide Operations
of PepsiCo Food Systems, a division of PepsiCo, Inc., from 1995 to 1997, and
Vice President and General manager of Pepsi-Cola Company, a unit of PepsiCo,
Inc., from 1992 to 1995.
Section 16(a) Beneficial Ownership. Information appearing under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's 2000
Proxy Statement is incorporated herein by this reference.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock, $0.01 par value, is listed on the New York
Stock Exchange. Information as to quarterly sales prices for the Company's
common stock appears in Note N to the consolidated financial statements on page
40 of the Company's 1999 Annual Report to Stockholders and is incorporated
herein by this reference. There were 10,177 stockholders of record as of March
14, 2000; however, approximately 90% of the Company's outstanding stock is held
in "street name" by depositories or nominees on behalf of beneficial holders.
The price per share of common stock, as reported on the New York Stock Exchange
Composite Tape, was $36 1/8 at the close of business on March 14, 2000.
Holders of common stock are entitled to receive dividends if, as, and when
declared by the Board of Directors out of funds legally available therefor,
subject to the dividend and liquidation rights of any preferred stock that may
be issued. The Company has not paid dividends on common stock through 1999 and
has no current plans for dividend payments.
ITEM 6. SELECTED FINANCIAL DATA
The "Five-Year Summary Financial Information" included on page 17 of the
Company's 1999 Annual Report to Stockholders is incorporated herein by this
reference. The Five-Year Summary should be read in conjunction with the
Company's consolidated financial statements and accompanying notes incorporated
by reference in Item 8, Consolidated Financial Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information appearing under the caption "Financial Review" on pages 18
through 20 and under the captions "Capital Expenditure Program" and "Market Risk
from Financial Instruments" on page 16 of the Company's 1999 Annual Report to
Stockholders is incorporated herein by this reference.
Information regarding the terms of outstanding indebtedness appearing in
Note C to the consolidated financial statements on pages 30 and 31 of the
Company's 1999 Annual Report to Stockholders is incorporated herein by this
reference.
Information appearing under the caption "Year 2000" on page 20 of the
Company's 1999 Annual Report to Stockholders is incorporated herein by this
reference.
In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which was amended by SFAS 137, which
defines derivatives, requires that derivatives be carried at fair value, and
provides for hedge accounting when certain conditions are met. This statement is
effective for Safeway beginning in the first quarter of 2001. Although the
Company has not fully assessed the implications of this new statement, the
Company believes adoption of this statement will not have a material impact on
its financial statements.
During the first quarter of 1999, the Company adopted SOP 98-5, "Reporting
on the Costs of Start-Up Activities," which requires that costs incurred for
start-up activities, such as store openings, be expensed as incurred. This SOP
did not have a material impact on Safeway's financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information appearing under the caption "Market Risk from Financial
Instruments" on page 16 of the Company's 1999 Annual Report to Stockholders is
incorporated herein by this reference.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
Pages 21 through 41 of the Company's 1999 Annual Report to Stockholders,
which include the consolidated financial statements and the Independent
Auditors' Report as listed in Item 14(a)1 below, are incorporated herein by this
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
Directors of the Company. Information on the nominees for election as
Directors and the continuing Directors of the Company, which appears under the
caption "Election of Directors" in the Company's 2000 Proxy Statement, is
incorporated herein by this reference.
Executive Officers of the Company. See PART I under the caption "Executive
Officers of the Company".
ITEM 11. EXECUTIVE COMPENSATION
Information appearing under the captions "Executive Compensation" and
"Pension Plans" in the Company's 2000 Proxy Statement is incorporated herein by
this reference. Information appearing under the captions "Report of the
Compensation and Stock Option Committee; Report of the Section 162(m) Committee"
and "Stock Performance Graph" in the Company's 2000 Proxy Statement is not
incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information appearing under the caption "Beneficial Ownership of
Securities" in the Company's 2000 Proxy Statement is incorporated herein by this
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Note J to the consolidated financial statements, included on page 36 of the
Company's 1999 Annual Report to Stockholders, and the captions "Certain
Relationships and Transactions" and "Compensation Committee Interlocks and
Insider Participation" in the Company's 2000 Proxy Statement contain information
about certain relationships and related transactions and are incorporated herein
by this reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Consolidated Financial Statements of the Company are incorporated
by reference in PART II, Item 8:
Consolidated Statements of Income for fiscal 1999, 1998, and 1997.
Consolidated Balance Sheets as of the end of fiscal 1999 and 1998.
Consolidated Statements of Cash Flows for fiscal 1999, 1998, and 1997.
Consolidated Statements of Stockholders' Equity for fiscal 1999, 1998,
and 1997.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
2. Consolidated Financial Statement Schedules:
None required
3. The following exhibits are filed as part of this report:
Exhibit 2.1 Agreement and Plan of Merger, dated as of July 22, 1999,
among Safeway Inc., SI Merger Sub, Inc. and Randall's Food
Markets Inc. (incorporated by reference to Exhibit 2 to the
Registrant's Form 8-K dated August 3, 1999).
Exhibit 2.2 Agreement and Plan of Merger dated as of August 6, 1998
among Carr-Gottstein Foods Co., Safeway Inc. and ACG Merger
Sub, Inc. and Stockholder Support Agreement dated August 6,
1998 entered into by Green Equity Investors, L.P. for the
benefit of Safeway Inc. (incorporated by reference to
Exhibit 2.1 of the Registrant's Form 10-Q for the quarterly
period ended September 12, 1998).
Exhibit 2.3 Agreement and Plan of Merger dated as of October 13, 1998,
by and among Safeway Inc., Windy City Acquisition Corp. and
Dominick's Supermarkets, Inc. (incorporated by reference to
Exhibit (c)(1) to Registrant's Schedule 14D-1 dated October
19, 1998), and Stockholders Agreement dated as of October
12, 1998 between Safeway Inc., Windy City Acquisition Corp.,
and each of the stockholders of Dominick's Supermarkets,
Inc. named on the signature pages thereto (incorporated by
reference to Exhibit (c)(2) to Registrant's Schedule 14D-1
dated October 19, 1998).
Exhibit 2.4 Amended and Restated Stock Purchase Agreement, dated as of
January 8, 1997 by and between Safeway Inc. and SSI
Associates, L.P. (incorporated by reference to Exhibit 2.1
to Registrant's Current Report on Form 8-K dated January 8,
1997).
Exhibit 3.1 Restated Certificate of Incorporation of the Company and
Certificate of Amendment of Restated Certificate of
Incorporation by the Company (incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 15, 1996) and
Certificate of Amendment of Restated Certificate of
Incorporation of Safeway Inc. (incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 20, 1998).
Exhibit 3.2 Form of By-laws of the Company as amended and restated.
Exhibit 4(i).1 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4(i).2 to Registration Statement No. 33-33388).
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Exhibit 4(i).2 Registration Rights Agreement dated November 25, 1986
between the Company and certain limited partnerships
(incorporated by reference to Exhibit 4(i).4 to Registration
Statement No. 33-33388) and Amendment to the Registration
Rights Agreement dated as of July 22, 1999 by and between
the Company, certain limited partnerships and RFM
Acquisition LLC (incorporated by reference to Exhibit 4.5 to
Registration Statement No. 333-84749).
Exhibit 4(i).3 Indenture dated as of September 1, 1992 between the Company
and The Chase Manhattan Bank (National Association), as
Trustee, relating to the Company's Debt Securities
(incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K dated September 16, 1992), as supplemented by the
Supplemental Indenture dated as of September 4, 1997
(incorporated by reference to Exhibit 4(i).9 to Registrant's
Form 10-K for the year ended January 3, 1998).
Exhibit 4(i).4 Form of Officers' Certificate relating to the Company's
Fixed Rate Medium-Term Notes and the Company's Floating Rate
Medium-Term Notes, form of Fixed Rate Note and form of
Floating Rate Note (incorporated by reference to Exhibits
4.2, 4.3 and 4.4 of Registrant's Form 8-K dated September
16, 1992).
Exhibit 4(i).5 Form of Officers' Certificate establishing the terms of a
separate series of Safeway Inc.'s Medium-Term Notes entitled
10% Senior Notes due November 1, 2002, including the form of
Note (incorporated by reference to Exhibits 4.1 and 4.2 of
Registrant's Form 8-K dated November 5, 1992).
Exhibit 4(i).6 Form of Officers' Certificate establishing the terms of a
separate series of Safeway Inc.'s Medium-Term Notes entitled
Medium-Term Notes due June 1, 2003 (Series OPR-1), including
the form of Note (incorporated by reference to Exhibits 4.1
and 4.2 of Registrant's Form 8-K dated June 1, 1993).
Exhibit 4(i).7 Common Stock Purchase Warrants to purchase shares of Safeway
Inc. common stock (incorporated by reference to Exhibit
4(i).13 to Registrant's Form 10-K for the year ended January
3, 1998) and Amendment to Safeway Inc. Common Stock Purchase
Warrant dated as of January 29, 1999 (incorporated by
reference to Exhibit A to Registrant's Form 8-K dated
February 11, 1999).
Exhibit 4(i).8 Credit Agreement dated as of April 8, 1997 among Safeway
Inc., The Vons Companies, Inc. and Canada Safeway Limited as
Borrowers; Bankers Trust Company as Administrative Agent;
The Chase Manhattan Bank as Syndication Agent; The Bank of
Nova Scotia and Bank of America National Trust and Savings
Association as Documentation Agents; the agents listed
therein as Agents; and the lenders listed therein as
Lenders. (incorporated by reference to Exhibit 4(i).1 of the
Registrant's Form 10-Q for the quarterly period ended March
22, 1997).
Exhibit 4(i).9 Indenture, dated as of September 10, 1997, between Safeway
Inc. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to Registrant's Form 8-K dated
September 10, 1997).
Exhibit 4(i).10 Form of Officers' Certificate establishing the terms of the
Registrant's 6.85% Senior Notes due 2004, the Registrant's
7.00% Senior Notes due 2007 and the Company's 7.45% Senior
Debentures due 2027, including the forms of Notes
(incorporated by reference to Exhibits 4.2, 4.3, 4.4, 4.5
and 4.6 to Registrant's Form 8-K dated September 10, 1997).
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Exhibit 4(i).11 Form of Officers' Certificate establishing the terms of the
Registrant's 5.75% Notes due 2000, 5.875% Notes due 2001,
6.05% Notes due 2003, and 6.50% Notes due 2008, including
forms of Notes (incorporated by reference to Exhibits 4.2,
4.3, 4.4, 4.5 and 4.6 to Registrant's Form 8-K dated
November 9, 1998).
Exhibit 4(i).12 Form of Officers' Certificate establishing terms of the
Registrant's 7.00% Notes due 2002, 7.25% Notes due 2004, and
7.5% Notes due 2004, including the forms of Notes
(incorporated by reference to Exhibits 4.2, 4.3, 4.4, 4.5
and 4.6 to Registrant's Form 8-K dated September 14, 1999).
Exhibit 4(iii) Registrant agrees to provide the Securities and Exchange
Commission, upon request, with copies of instruments
defining the rights of holders of long-term debt of the
Registrant and all of its subsidiaries for which
consolidated financial statements are required to be filed
with the Securities and Exchange Commission.
Exhibit 10(iii).1* 1999 Amended and Restated Equity Participation Plan of
Safeway Inc. (incorporated by reference to Exhibit 10(iii).1
to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ending June 19, 1999).
Exhibit 10(iii).2* Share Appreciation Rights Plan of Canada Safeway Limited
(incorporated by reference to Exhibit 10(iii).17 to
Registrant's Form 10-K for the year ended December 29, 1990)
and Amendment No. 1 thereto dated December 13, 1991
(incorporated by reference to Exhibit 10(iii).17 to
Registrant's Form 10-K for the year ended December 28,
1991).
Exhibit 10(iii).3* Share Appreciation Rights Plan of Lucerne Foods Ltd.
(incorporated by reference to Exhibit 10(iii).18 to
Registrant's Form 10-K for the year ended December 29, 1990)
and Amendment No. 1 thereto dated December 13, 1991
(incorporated by reference to Exhibit 10(iii).18 to
Registrant's Form 10-K for the year ended December 28,
1991).
Exhibit 10(iii).4* Amended and Restated 1997 Stock Purchase and Option Plan for
Key Employees for Randall's Food Markets, Inc. and
Subsidiaries (incorporated by reference to Exhibit 4.3 to
Randall's Food Markets, Inc.'s Registration Statement on
Form S-8 dated January 19, 1999).
Exhibit 10(iii).5* Randall's Food Markets, Inc. Stock Option Plan and
Restricted Stock Plan (incorporated by reference to Exhibit
4.2 of Registration Statement 333-84749).
Exhibit 10(iii).6* Amendment dated September 11, 1999 to the Randall's Food
Markets, Inc. Stock Option and Restricted Stock and the
Amended and Restated 1997 Stock Purchase and Option Plan for
Randall's Food Markets, Inc. and Subsidiaries (incorporated
by reference to Exhibit 4.3 of Registration Statement
333-84749).
Exhibit 10(iii).7* The 1996 Equity Participation Plan of Dominick's
Supermarkets, Inc. (incorporated by reference to Exhibit
10.13 to Dominick's Supermarkets, Inc.'s Form 10-K for the
year ended November 1, 1996).
Exhibit 10(iii).8* The 1995 Amended and Restated Stock Option Plan of
Dominick's Supermarkets, Inc. (incorporated by reference to
Exhibit 10.12 to Dominick's Supermarkets, Inc.'s Form 10-K
for the year ended November 1, 1996).
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Exhibit 10(iii).9* Form of Amendment to Stock Option Agreements under The 1996
Equity Participation Plan of Dominick's Supermarkets, Inc.,
and the 1995 Amended and Restated Stock Option Plan of
Dominick's Supermarkets, Inc. (incorporated by reference to
Exhibit 4.5 to Registrant's Registration on Form S-8 No.
333-67575 dated November 19, 1998).
Exhibit 10(iii).10* Operating Performance Bonus Plan for Executive Officers of
Safeway Inc. (incorporated by reference to Exhibit 10(iii).9
to Registrant's Form 10-K for the year ended January 1,
1994); First Amendment thereto dated January 1, 1997.
(incorporated by reference to Exhibit 10(iii).12 of
Registrant's Form 10-K for the year ended December 28,
1996); Second Amendment thereto dated October 7, 1997; and
Third Amendment thereto dated March 10, 1998 (incorporated
by reference to Exhibit 10(iii).7 of Registrant's Form 10-K
for the year ended January 2, 1998).
Exhibit 10(iii).11* Capital Performance Bonus Plan for Executive Officers of
Safeway Inc. (incorporated by reference to Exhibit 10(iii).8
of Registrant's Form 10-K for the year ended January 2,
1998).
Exhibit 10(iii).12* Retirement Restoration Plan of Safeway Inc. (incorporated by
reference to Exhibit 10(iii).11 to Registrant's Form 10-K
for the year ended January 1, 1994).
Exhibit 10(iii).13* Deferred Compensation Plan for Safeway Directors
(incorporated by reference to Exhibit 10(iii).11 of
Registrant's Form 10-K for the year ended December 31,
1994).
Exhibit 10(iii).14* Form of stock option agreement for former directors of The
Vons Companies, Inc. (incorporated by reference to Exhibit
10(iii).12 of Registrant's Form 10-K for the year ended
December 28, 1996).
Exhibit 10(iii).15* The Vons Companies, Inc. Management Stock Option Plan
(incorporated by reference to Exhibit 10.3 to The Vons
Companies, Inc. Annual Report on Form 10-K for the
twenty-seven weeks ended January 3, 1988).
Exhibit 10(iii).16* The Vons Companies, Inc. 1990 Stock Option and Restricted
Stock Plan (incorporated by reference to Appendix A to The
Vons Companies, Inc. Proxy Statement for its May 17, 1990
Annual Meeting of Shareholders).
Exhibit 10(iii).17* Amendment, dated February 17, 1993, to The Vons Companies,
Inc. 1990 Stock Option and Restricted Stock Plan
(incorporated by reference to Exhibit 10.13.1 to The Vons
Companies, Inc. Form 10-Q for the quarterly period ended
March 28, 1993).
Exhibit 10(iii).18* Safeway Executive Deferred Compensation Plan and Deferral
Election Form.
Exhibit 10(iii).19* Canada Safeway Limited Executive Deferred Compensation Plan
and Deferral Election Form.
Exhibit 10(iii).20* Safeway Inc. Stock Option Gain Deferred Compensation Plan
and Deferral Election Form.
Exhibit 10(iii).21* Amendment, effective as of December 13, 1996, to The Vons
Companies, Inc. 1990 Stock Option and Restricted Stock Plan
(incorporated by reference to Exhibit 10.7.2 to The Vons
Companies, Inc. Form 10-K for the fiscal year ended December
29, 1996).
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Exhibit 10(iii).22* Form of Amendments, dated April 8, 1997, to The Vons
Companies, Inc. Management Stock Option Plan and The Vons
Companies, Inc. 1990 Stock Option and Restricted Stock Plan
(incorporated by reference to Exhibit 4.5 to Registrant's
Form S-4 filed on March 5, 1997).
Exhibit 11.1 Computation of Earnings per Share (incorporated by reference
to page 39 of the Company's 1999 Annual Report to
Stockholders).
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges.
Exhibit 13.1 Registrant's 1999 Annual Report to Stockholders (considered
filed to the extent specified in Item 1, Item 2, Item 3,
Item 5, Item 6, Item 7, Item 8, Item 13 and Exhibit 11.1
above).
Exhibit 22.1 Schedule of Subsidiaries.
Exhibit 23.1 Independent Auditors' Consent.
Exhibit 27 Financial Data Schedule (electronic filing only).
- ---------------
* Management contract, or compensatory plan or arrangement.
(b) REPORTS ON FORM 8-K:
On September 14, 1999 the Company filed a current report on Form 8-K under
Item 5. "Other Events" that on September 13, Safeway completed an underwritten
offering of $600 million 7% Notes Due 2002, $400 million 7 1/4% Notes Due 2004
and $500 million 7 1/2 Notes Due 2009.
12
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2000 SAFEWAY INC.
By: /s/ STEVEN A. BURD
--------------------------------------
Steven A. Burd
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
NAME TITLE DATE
---- ----- ----
/s/ DAVID G. WEED Executive Vice President and March 31, 2000
- ----------------------------------------------------- Chief Financial Officer
David G. Weed
/s/ DAVID F. BOND Senior Vice President Finance March 31, 2000
- ----------------------------------------------------- and Control
David F. Bond
/s/ STEVEN A. BURD Director March 31, 2000
- -----------------------------------------------------
Steven A. Burd
/s/ JAMES H. GREENE, JR. Director March 31, 2000
- -----------------------------------------------------
James H. Greene, Jr.
/s/ PAUL HAZEN Director March 31, 2000
- -----------------------------------------------------
Paul Hazen
/s/ HENRY R. KRAVIS Director March 31, 2000
- -----------------------------------------------------
Henry R. Kravis
/s/ ROBERT I. MACDONNELL Director March 31, 2000
- -----------------------------------------------------
Robert I. MacDonnell
/s/ PETER A. MAGOWAN Director March 31, 2000
- -----------------------------------------------------
Peter A. Magowan
/s/ GEORGE R. ROBERTS Director March 31, 2000
- -----------------------------------------------------
George R. Roberts
/s/ REBECCA A. STIRN Director March 31, 2000
- -----------------------------------------------------
Rebecca A. Stirn
/s/ WILLIAM Y. TAUSCHER Director March 31, 2000
- -----------------------------------------------------
William Y. Tauscher
13
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EXHIBIT INDEX
LIST OF EXHIBITS FILED WITH FORM 10-K
FOR THE PERIOD ENDED JANUARY 1, 2000
Exhibit 3.2 Form of By-laws of the Company as amended and restated.
Exhibit 10(iii).18 Safeway Executive Deferred Compensation Plan and Deferral
Election Form.
Exhibit 10(iii).19 Canada Safeway Limited Executive Deferred Compensation Plan
and Deferral Election Form.
Exhibit 10(iii).20 Safeway Inc. Stock Option Gain Deferred Compensation Plan
and Deferral Election Form.
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges.
Exhibit 13.1 Registrant's 1999 Annual Report to Stockholders (considered
filed to the extent specified in Item 1, Item 2, Item 3,
Item 5, Item 6, Item 7, Item 8, Item 13 and Exhibit 11.1
above).
Exhibit 22.1 Schedule of Subsidiaries.
Exhibit 23.1 Independent Auditors' Consent.
Exhibit 27 Financial Data Schedule (electronic filing only).
14