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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-- ACT OF 1934
For the fiscal year ended December 31, 1994
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 or (I.R.S. Employer Identification No.)
organization)
Fourth and Jackson Streets
Oakland, California 94660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 891-3000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $0.01 par value per share New York Stock Exchange and Pacific Stock Exchange
Warrants to purchase Common Stock New York Stock Exchange
9.30% Senior Secured Debentures due 2007 New York Stock Exchange
9.35% Senior Subordinated Notes due 1999 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 1007 New York Stock Exchange
(Cover continued on following page)
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(Cover continued from previous page)
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, 1995, was $1.4 billion.
As of March 14, 1995, there were issued and outstanding 105,497,700 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
-------------------- ---------
1994 Annual Report to Stockholders I, II, III, IV
1995 Proxy Statement dated March 24, 1995 III
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SAFEWAY INC. AND SUBSIDIARIES
PART I
ITEM 1. BUSINESS AND ITEM 2. PROPERTIES
GENERAL:
Information appearing under the caption "Company in Review" beginning on page 10
of the Company's 1994 Annual Report to Stockholders is incorporated herein by
this reference.
RETAIL OPERATIONS:
Information appearing under the caption "Retail Operations" on page 10 of the
Company's 1994 Annual Report to Stockholders is incorporated herein by this
reference.
MANUFACTURING AND WHOLESALE OPERATIONS:
Information appearing under the caption "Manufacturing and Wholesale Operations"
on page 11 of the Company's 1994 Annual Report to Stockholders is incorporated
herein by this reference.
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.
CAPITAL EXPENDITURES:
Information appearing under the caption "Capital Expenditure Program" on page 11
of the Company's 1994 Annual Report to Stockholders is incorporated herein by
this reference.
Safeway's new stores, remodels, and closures during the last five years were as
follows:
Total
Five
Years 1994 1993 1992 1991 1990
----- ---- ---- ---- ---- ----
New stores:
New locations 54 6 8 12 9 19
Replacements 78 14 6 23 24 11
-- -- - -- -- --
132 20 14 35 33 30
=== == == == == ==
Remodels:
Expansions 90 7 27 23 22 11
"Four-Wall" remodels 256 64 18 40 55 79
--- -- -- -- -- --
346 71 45 63 77 90
=== == == == == ==
Closures 187 36 39 49 37 26
Stores at year-end 1,062 1,078 1,103 1,117 1,121
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 1. BUSINESS AND ITEM 2. PROPERTIES (CONTINUED)
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS:
This information is omitted because the Company has no significant lines of
business or industry segments except the principal business of operating retail
supermarkets.
TRADEMARKS:
The Company 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 75 other trademarks registered
or pending in the United States Patent and Trademark Office, including its
product line names such as Lucerne, Bel-air, TownHouse, Mrs. Wright's, and
Safeway SELECT. 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.
WORKING CAPITAL:
At year-end 1994, working capital deficit was composed of $1.4 billion of
current assets and $1.8 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; however, during 1994
Safeway significantly increased cash flow from operations through improved
working capital management. 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 principal competition, although Safeway also faces
substantial competition from convenience stores, liquor retailers, membership
warehouse clubs, specialty retailers, 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 its markets.
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 1. BUSINESS AND ITEM 2. PROPERTIES (CONTINUED)
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 capital
expenditures, earnings or competitive position of the Company.
EMPLOYEES:
At year-end 1994, the Company had approximately 110,000 full and part-time
employees. Approximately 90% of the Company's employees are covered by
collective bargaining agreements negotiated with local unions affiliated with
one of 12 different international unions. There are approximately 500 such
agreements, typically having three-year terms, with some agreements having terms
up to five years. The Company renegotiates a significant number of these
agreements every year. While the Company believes that its relationship with its
employees is good, work stoppages that could result from failure to renew
contracts covering a significant number of employees could have an adverse
effect on Safeway's operations.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES:
Note K to the consolidated financial statements, included on page 34 of the
Company's 1994 Annual Report to Stockholders and incorporated herein by this
reference, contains financial information by geographic area. At year-end 1994,
the Company's foreign operations were composed of retail grocery and wholesale
operations in Canada and a 49% equity investment in Casa Ley, S.A. de C.V.
("Casa Ley"), a Mexican company. The recent devaluation of the peso will have an
adverse impact on Safeway's income from Casa Ley beginning in 1995 but is not
expected to be material to Safeway's net income. Other than the competitive
nature of the retail food business, the Company is not aware of any other
significant risks of operating in these foreign countries.
Casa Ley had total assets of $448.4 million and $365.5 million as of September
30, 1994 and 1993, based on financial information provided by Casa Ley. Sales
were $1,052.4 million and net income was $32.0 million for the 12 months ended
September 30, 1994. Sales were $925.8 million and net income was $39.5 million
for the 12 months ended September 30, 1993. Sales were $752.7 million and net
income was $33.8 million for the 12 months ended September 30, 1992.
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 1. BUSINESS AND ITEM 2. PROPERTIES (CONTINUED)
TERMS OF OUTSTANDING INDEBTEDNESS:
Information appearing in Note B to the consolidated financial statements on
pages 25 through 27 of the Company's 1994 Annual Report to Stockholders is
incorporated herein by this reference.
The following description of the Bank Credit Agreement and the Working Capital
Credit Agreement (the "Bank Agreements") and the indentures related to the 9.35%
Senior Subordinated Notes due 1999, the 9.65% Senior Subordinated Debentures due
2004, the 9.875% Senior Subordinated Debentures due 2007, the 10% Senior
Subordinated Notes due 2001, the 9.30% Senior Secured Debentures due 2007, and
the 10% Senior Notes due 2002 (collectively, the "Notes and Debentures") does
not purport to be complete and is subject to and qualified in its entirety by
reference to the Bank Agreements and such indentures, which have been filed with
the Commission. Capitalized terms used herein which are not otherwise defined
shall have the meanings assigned to them in the definitive agreements and
instruments governing such indebtedness.
Negative covenants contained in the Bank Agreements prohibit the Company from
paying cash dividends on its capital stock and restrict the ability of the
Company and, in some cases, its subsidiaries, to, among other things: (i) incur
debt, (ii) incur liens, (iii) make investments or enter into joint ventures,
(iv) incur or create contingent obligations, (v) make distributions on or
redemptions of its capital stock, (vi) make capital expenditures, (vii) prepay
or repay subordinated indebtedness, including the Notes and the Debentures,
(viii) make certain fundamental changes in corporate structure or business
activities including certain mergers or consolidations, liquidations,
dissolutions, or disposing of material amounts of assets other than in the
ordinary course of business, (ix) incur obligations as lessee with respect to
the lease of any property, (x) become liable in sale and leaseback transactions,
(xi) sell or discount receivables, (xii) enter into certain transactions with
shareholders and affiliates, (xiii) dispose of subsidiary equity securities,
(xiv) engage in unrelated business activities, (xv) amend or modify the
documents governing subordinated indebtedness, and (xvi) engage in transactions
or fail to make payments which result in penalties under ERISA.
In addition, the Bank Agreements require that the Company meet specific
financial ratio tests, including a ratio of consolidated cash flow available for
fixed charges to consolidated fixed charges and a ratio of consolidated total
debt to consolidated capitalization.
The indentures related to the Notes and Debentures restrict the ability of the
Company, and in some cases, its subsidiaries, to, among other things: (i) pay
cash dividends or make other distributions on or redemptions of its capital
stock, (ii) incur debt, (iii) incur liens, (iv) enter into transactions with
stockholders and affiliates, and (v) consolidate, merge or dispose of all or
substantially all of its assets. In particular, the indentures limit the ability
of the Company to incur debt in certain circumstances, unless the Company meets
a specified consolidated fixed charge ratio.
ITEM 3. LEGAL PROCEEDINGS
Information about legal proceedings appearing under the caption "Legal Matters"
as reported in Note H to the consolidated financial statements on page 32 of the
Company's 1994 Annual Report to Stockholders is incorporated herein by this
reference.
In March 1995, Service District No. 1 of the Clackamas County, Oregon
Department of Utilities (the "District") issued a Notice of Violation and
Intent to Assess Civil Penalty ("NOV") alleging violations of a wastewater
discharge permit at a Company facility. The violations relate to the Company's
alleged failure to comply with discharge limitations for pH and reporting
requirements under the permit. The NOV may result in the assessment of civil
penalties and a compliance order, the amount and content of which will depend
on a variety of factors, including mitigating factors presented to the
District. Although the Company is unable to predict the amount of civil
penalties, if any, that it will be required to pay with respect to the
facility, the Company does not believe that the payment of any such amount will
be significant. The Company intends to respond promptly to the NOV, and has had
discussions with the District, in order to resolve this matter.
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 1994.
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SAFEWAY INC. AND SUBSIDIARIES
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 and the Pacific Stock Exchange. Information as to quarterly sales
prices for the Company's common stock appears in Note L to the consolidated
financial statements on page 35 of the Company's 1994 Annual Report to
Stockholders and is incorporated herein by this reference. There were 4,596
stockholders of record as of March 14, 1995; however, approximately 36% 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 was $35.00
as of the close of business on March 14, 1995.
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 and subject to the dividend restrictions in the Bank Agreements and
the indentures relating to the Notes and Debentures. The Bank Agreements provide
that the Company may not declare or pay any dividend or make any distribution
with respect to its common stock (other than dividends or distributions payable
in its common stock). Under the indentures relating to the Notes and Debentures,
the Company may declare or pay dividends or make distributions with respect to
its common stock (other than dividends or distributions payable in its common
stock) if at the time of such payment or distribution (i) no default or event of
default under such indentures shall have occurred and be continuing and (ii)
certain aggregate payment limitations set forth in such indentures shall have
been satisfied, provided that the foregoing is not violated by the payment of
dividends up to 6% per annum of the net proceeds received by the Company from
its initial public offering and from any subsequent public offerings of Common
Stock. Net proceeds from the 1990 initial public offering and the 1991 public
offering of Common Stock were approximately $120 million and $340 million,
respectively. The Company has not paid dividends on common stock through 1994
and has no current plans for dividend payments.
ITEM 6. SELECTED FINANCIAL DATA
The "Five-Year Summary Financial Information" included on page 12 of the
Company's 1994 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 included
under Item 8, Consolidated Financial Statements and Supplementary Data.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information appearing under the caption "Financial Review" on pages 13 through
16 and under the caption "Capital Expenditure Program" on page 11 of the
Company's 1994 Annual Report to Stockholders is incorporated herein by this
reference.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 17 through 37 of the Company's 1994 Annual Report to Stockholders, which
include the consolidated financial statements, Computation of Earnings Per
Common Share and Common Share Equivalent listed as Exhibit 11.1 to Item 14(a)3,
and the Independent Auditors' Report as listed in Item 14(a)1, are incorporated
herein by this reference.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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 1995 Proxy Statement, is incorporated
herein by this reference.
Executive Officers of the Company. The names and ages of the current executive
officers of the Company and their positions as of March 14, 1995, 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.
Name and all Positions with the Company Year First Elected
Held at March 14, 1995 Age Officer Present Office
- ---------------------- --- ------- --------------
Steven A. Burd (1) 45 1992 1992
President and Chief Executive Officer
David T. Ching (2) 42 1994 1994
Senior Vice President and
Chief Information Officer
Frithjof J. Dale 50 1982 1991
Group Vice President
Finance
Julian C. Day (3) 42 1993 1993
Executive Vice President and
Chief Financial Officer
E. Richard Jones 50 1983 1988
Executive Vice President
Supply Operations
George D. Marshall 55 1979 1979
Vice President
Labor Relations
Kenneth W. Oder (4) 47 1993 1993
Executive Vice President
Labor Relations, Human Resources, Law and Public Affairs
Melissa C. Plaisance 35 1993 1995
Senior Vice President
Finance and Public Affairs
Larree M. Renda 36 1991 1994
Senior Vice President
Corporate Retail Operations
Michael C. Ross (4) 47 1993 1993
Senior Vice President
Secretary and General Counsel
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT (CONTINUED)
Year First Elected
Name and all Positions with the Company -------------------------
Held at March 14, 1995 Age Officer Present Office
- ---------------------- --- ------- --------------
Wilber L. Schinner 54 1984 1988
Senior Vice President and
Director of Marketing
Richard A. Wilson 61 1988 1988
Vice President
Tax
Donald P. Wright 42 1991 1991
Senior Vice President
Real Estate and Engineering
- -------------------------------
(1) Previously the owner of Burd & Associates.
(2) During 1994, Mr. Ching was the General Manager - North America for the
British American Consulting Group. From 1979 to 1994, he was employed by Lucky
Stores, Inc., where he was the Senior Vice President of Information Systems
beginning in 1989.
(3) Previously self-employed as an independent consultant.
(4) Previously a partner at the law firm of Latham & Watkins.
Compliance with Section 16(a) of the Exchange Act. Information appearing under
the caption "Compliance with Section 16(a) of the Exchange Act" in the Company's
1995 Proxy Statement is incorporated herein by this reference.
ITEM 11. EXECUTIVE COMPENSATION
Information appearing under the captions "Executive Compensation" and "Pension
Plans" in the Company's 1995 Proxy Statement is incorporated herein by this
reference. Information appearing under the captions "Report of the Compensation
and Stock Option Committee" and "Stock Performance Graph" in the Company's 1995
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 1995 Proxy Statement is incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Note J to the consolidated financial statements, included on pages 33 and 34 of
the Company's 1994 Annual Report to Stockholders, and the captions "Certain
Relationships and Transactions" and "Compensation Committee Interlocks and
Insider Participation" in the Company's 1995 Proxy Statement contain information
about certain relationships and related transactions and are incorporated herein
by this reference.
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SAFEWAY INC. AND SUBSIDIARIES
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 1994, 1993, and 1992.
Consolidated Balance Sheets as of the end of fiscal 1994 and 1993.
Consolidated Statements of Cash Flows for fiscal 1994, 1993, and 1992.
Consolidated Statements of Stockholders' Equity for fiscal 1994, 1993, and
1992.
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 3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Registration
Statement No. 33-33388).
Exhibit 3.2 Form of By-laws of the Company as amended (incorporated
by reference to Exhibit 3.2 to Registration Statement No.
33-33388), and Amendment to the Company's By-laws effective
March 8, 1993 (incorporated by reference to Exhibit 3.2 to
Registrant's Form 10-K for the year ended January 2, 1993).
Exhibit 4(i).1 Form of Warrant Agreement between the Company and The
First National Bank of Boston as Warrant Agent relating to
Warrants to purchase shares of common stock of the Company
(incorporated by reference to Exhibit 4.5 to Registration
Statement No. 33-9913) and Amendment to the Warrant Agreement
between the Company and The First National Bank of Boston as
Warrant Agent relating to Warrants to purchase shares of
common stock of the Company (incorporated by reference to
Exhibit 4(i).6 to Registrant's Form 10-K for the year ended
December 30, 1989).
Exhibit 4(i).2 Specimen Warrant (incorporated by reference to Exhibit
4(i).5 to Registration Statement No. 33-33388).
Exhibit 4(i).3 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4(i).2 to Registration Statement No.
33-33388).
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).4 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).
Exhibit 4(i).5 Indenture dated as of November 20, 1991 among the
Company and The Bank of New York, as Trustee, relating to the
Company's Senior Subordinated Debt Securities (incorporated
by reference to Exhibit 4.1 of Registrant's Form 8-K dated
November 13, 1991).
Exhibit 4(i).6 Form of Officers' Certificate establishing the terms
of the 10% Senior Subordinated Notes due December 1, 2001,
including the form of Note (incorporated by reference to
Exhibit 4.4 of Registrant's Form 8-K dated November 13,
1991).
Exhibit 4(i).7 Form of Officers' Certificate establishing the terms
of the 9.65% Senior Subordinated Debentures due January 15,
2004, including the form of Debenture (incorporated by
reference to Exhibit 4.1 of Registrant's Form 8-K dated
January 15, 1992).
Exhibit 4(i).8 Indenture dated as of February 1, 1992 between the
Company and The First National Bank of Chicago, as Trustee,
relating to the Company's 9.30% Senior Secured Debentures due
2007, including the form of Debenture and the forms of Deed
of Trust and Environmental Indemnity Agreement attached as
exhibits thereto (incorporated by reference to Exhibit
4(i).14 of Registrant's Form 10-K for the year ended December
28, 1991).
Exhibit 4(i).9 Indenture dated as of March 15, 1992 between the
Company and Harris Trust and Savings Bank, as Trustee,
relating to the Company's Senior Subordinated Debt Securities
(incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K dated March 17, 1992).
Exhibit 4(i).10 Form of Officers' Certificate establishing the terms
of the 9.35% Senior Subordinated Notes due March 15, 1999 and
the 9.875% Senior Subordinated Debentures due March 15, 2007,
including the form of Note and form of Debenture
(incorporated by reference to Exhibit 4.2 of Registrant's
Form 8-K dated March 17, 1992).
Exhibit 4(i).11 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).
Exhibit 4(i).12 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).13 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).
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).14 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).15 Company Pledge Agreement, dated as of November 24,
1986 between the Company and Bankers Trust Company, as
collateral agent, form of First Amendment thereto dated as of
June 12, 1990, and form of the Second Amendment thereto dated
as of November 8, 1991 (incorporated by reference to Exhibit
4.5 of Registrant's Form 8-K dated November 13, 1991) and
Third Amendment dated as of January 28, 1992, to Company
Pledge Agreement between the Company and Bankers Trust
Company, as collateral agent and interest rate exchanger
(incorporated by reference to Exhibit 4.3 of Registrant's
Form 8-K dated March 17, 1992).
Exhibit 4(i).16 Trademark Security Agreement and Conditional
Assignment, dated as of November 24, 1986 between the Company
and Bankers Trust Company, as collateral agent, form of First
Amendment thereto dated as of June 12, 1990, and form of the
Second Amendment thereto dated as of November 8, 1991
(incorporated by reference to Exhibit 4.6 of Registrant's
Form 8-K dated November 13, 1991) and Third Amendment dated
as of January 28, 1992 to Safeway Pledge Agreement between
the Company and Bankers Trust Company, as collateral agent
and interest rate exchanger (incorporated by reference to
Exhibit 4.4 of Registrant's Form 8-K dated March 17, 1992).
Exhibit 4(i).17 Pledge and Security Agreement dated as of November
26, 1986 between the Company and Bankers Trust Company, as
collateral agent, form of First Amendment thereto dated as of
June 12, 1990, and form of the Second Amendment thereto dated
as of November 8, 1991 (incorporated by reference to Exhibit
4.7 of Registrant's Form 8-K dated November 13, 1991) and
Third Amendment dated as of January 28, 1992, to Company
Pledge and Security Agreement (Inventory) between the Company
and Bankers Trust Company, as collateral agent and interest
rate exchanger (incorporated by reference to Exhibit 4.5 of
Registrant's Form 8-K dated March 17, 1992).
Exhibit 4(i).18 Intercreditor Agreement (Company Pledge) dated as of
November 24, 1986 among the Company, Bankers Trust Company,
as agent and collateral agent, Harris Trust and Savings Bank
and Norwest Bank Minneapolis, N.A., and form of the First
Amendment thereto dated as of November 8, 1991 (incorporated
by reference to Exhibit 4.8 of Registrant's Form 8-K dated
November 13, 1991) and Second Amendment dated as of January
28, 1992 to Intercreditor Agreement (Company Pledge), among
the Company, Bankers Trust Company, as agent, collateral
agent and interest rate exchanger, Harris Trust and Savings
Bank, Norwest Bank Minneapolis, N.A. and The Bank of New York
(incorporated by reference to Exhibit 4.6 of Registrant's
Form 8-K dated March 17, 1992).
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).19 Intercreditor Agreement (Substitute Collateral) dated
as of November 24, 1986 among the Company, Bankers Trust
Company, as agent and collateral agent, Harris Trust and
Savings Bank and Norwest Bank Minneapolis, N.A., and form of
the First Amendment thereto dated as of November 8, 1991
(incorporated by reference to Exhibit 4.9 of Registrant's
Form 8-K dated November 13, 1991) and Second Amendment dated
as of January 28, 1992 to Intercreditor Agreement (Substitute
Collateral) among the Company, Bankers Trust Company, as
agent, collateral agent and interest rate exchanger, Harris
Trust and Savings Bank, Norwest Bank Minneapolis, N.A. and
The Bank of New York (incorporated by reference to Exhibit
4.7 of Registrant's Form 8-K dated March 17, 1992).
Exhibit 4(i).20 Form of Second Amended and Restated Credit Agreement
dated as of June 12, 1990, incorporating changes through the
Third Amendment dated as of August 7, 1991, the Fourth
Amendment dated November 8, 1991, the Fifth Amendment dated
January 28, 1992, among the Company, the banks listed therein
and Bankers Trust Company as Lead Manager and Agent
(incorporated by reference to Exhibit 4(1).19 of Registrant's
Form 10-K for the year ended January 2, 1993), the Extension
Agreement and Sixth Amendment dated March 31, 1994
(incorporated by reference to Exhibit 4(i).20 of the
Registrant's Form 10-Q for the quarterly period ended March
26, 1994), the Seventh Amendment dated August 19, 1994
(incorporated by reference to Exhibit 4(i).20 of the
Registrant's Form 10-Q for the quarterly period ended
September 10, 1994), and the Eighth Amendment and Limited
Waiver dated January 13, 1995.
Exhibit 4(i).21 Form of Second Amended and Restated Working Capital
Credit Agreement dated as of June 14, 1990, incorporating
changes through the Third Amendment dated as of August 7,
1991, the Fourth Amendment dated November 8, 1991, the Fifth
Amendment dated January 28, 1992, among the Company, the
Banks listed therein and Bankers Trust Company as Lead
Manager and Agent (incorporated by reference to Exhibit
4(1).20 of Registrant's Form 10-K dated January 2, 1993), the
Extension Agreement and Sixth Amendment dated March 31, 1994
(incorporated by reference to Exhibit 4(i).21 to the
Registrant's Form 10-K for the year ended January 2, 1993),
the Extension Agreement and Sixth Amendment dated March 31,
1994 (incorporated by reference to Exhibit 4(i).21 of the
Registrant's Form 10-Q for the quarterly period ended March
26, 1994), the Seventh Amendment dated as of August 19, 1994
(incorporated by reference to Exhibit 4(i).21 of the
Registrant's Form 10-Q for the quarterly period ended
September 10, 1994), and the Eighth Amendment and Limited
Waiver dated January 13, 1995.
Exhibit 4(i).22 Form of Common Stock Purchase Warrants dated November
25, 1986 to purchase 13,928,000 shares of Safeway Common
Stock (incorporated by reference to Exhibit 4.7 to
Registration Statement No. 33-9254).
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
Registrant and all of its subsidiaries for which consolidated
financial statements are required to be filed with the
Securities and Exchange Commission.
13
14
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 10(iii).1* Safeway Inc. Outside Director Equity Purchase
Plan (incorporated by reference to Exhibit 4.1 to
Registration Statement No. 33-36753), and First Amendment
to the Safeway Inc. Outside Director Equity Purchase Plan
dated as of July 5, 1994 (incorporated by reference to
Exhibit 10(iii).1 to Registrant's Form 10-Q for the
quarterly period ended September 10, 1994).
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* Letter Agreement dated March 24, 1993 between
the Company and Peter A. Magowan (incorporated by
reference to Exhibit 10(iii).6 to Registrant's Form 10-Q
for the quarterly period ending June 19, 1993).
Exhibit 10(iii).5* Stock Option Plan for Consultants of Safeway
Inc. (incorporated by reference to Exhibit 10(iii).7 to
Registrant's Form 10-Q for the quarterly period ending
June 19, 1993).
Exhibit 10(iii).6* First Amendment to the Stock Option Plan for
Consultants of Safeway Inc. (incorporated by reference to
Exhibit 10(iii).7 to Registrant's Form 10-K for the year
ended January 1, 1994).
Exhibit 10(iii).7* 1994 Amended and Restated Stock Option and
Incentive Plan for Key Employees of Safeway Inc.
(incorporated by reference to Exhibit 10(iii).8 to
Registrant's Form 10-K for the year ended January 1,
1994) and First Amendment thereto dated March 1, 1995.
Exhibit 10(iii).8* 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).
Exhibit 10(iii).9* Capital Performance Bonus Plan (incorporated
by reference to Exhibit 10(iii).10 to Registrant's Form
10-K for the year ended January 1, 1994).
Exhibit 10(iii).10* 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).11* Deferred Compensation Plan for Safeway Directors.
- --------------
* Management contract, or compensatory plan or arrangement.
14
15
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 11.1 Computation of Earnings Per Common Share and Common
Share Equivalent (incorporated by reference to page 36 of the
Company's 1994 Annual Report to Stockholders).
Exhibit 13.1 Registrant's 1994 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 Subsidiaries of Registrant.
Exhibit 23.1 Independent Auditors' Consent.
Exhibit 27 Financial Data Schedule (electronic filing only).
(B) REPORTS ON FORM 8-K:
On November 14, 1994, the Company filed a Form 8-K listing under Item 7
(Exhibits) its Computation of Ratio of Earnings to Fixed Charges for the third
quarter of 1994.
15
16
SAFEWAY INC. AND SUBSIDIARIES
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.
By: /s/ Steven A. Burd Date:
------------------
SAFEWAY INC March 23, 1995
Steven A. Burd
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:
/s/ Julian C. Day /s/ F. J. Dale
- ----------------- -----------------
Julian C. Day F. J. Dale
Executive Vice President and Group Vice President
Chief Financial Officer Finance
Date: March 23, 1995 Date: March 23, 1995
Director Date
-------- ----
/s/Steven A. Burd March 23, 1995
- --------------------------
Steven A. Burd
/s/ Sam Ginn March 23, 1995
- --------------------------
Sam Ginn
/s/ James H. Greene, Jr March 23, 1995
- --------------------------
James H. Greene, Jr
/s/ Paul Hazen March 23, 1995
- --------------------------
Paul Hazen
/s/ Henry R. Kravis March 23, 1995
- --------------------------
Henry R. Kravis
/s/ Robert I. MacDonnell March 23, 1995
- --------------------------
Robert I. MacDonnell
/s/ Peter A. Magowan March 23, 1995
- --------------------------
Peter A. Magowan
/s/ George R. Roberts March 23, 1995
- --------------------------
George R. Roberts
/s/ Michael T. Tokarz March 23, 1995
- --------------------------
Michael T. Tokarz
16
17
EXHIBIT INDEX
SAFEWAY INC. AND SUBSIDIARIES
LIST OF EXHIBITS FILED WITH FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994
(as required by Regulation S-T Item 102(d))
Exhibit 4(i).20 Eighth Amendment and Limited Waiver to Second Amended and
Restated Credit Agreement, dated as of January 13, 1995
Exhibit 4(i).21 Eighth Amendment and Limited Waiver to Second Amended and
Restated Working Capital Credit Agreement, dated as of
January 13, 1995
Exhibit 10(iii).7 First Amendment to the 1994 Amended and Restated Stock
Option and Incentive Plan for Key Employees of Safeway
Inc., dated March 1, 1995
Exhibit 10(iii).11 Deferred Compensation Plan for Safeway Directors, dated
December 24, 1994
Exhibit 11.1 Computation of Earnings Per Common Share and Common Share
Equivalent (incorporated by reference to page 36 of the
Company's 1994 Annual Report to Stockholders)
Exhibit 13.1 Registrant's 1994 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 Subsidiaries of Registrant
Exhibit 23.1 Independent Auditors' Consent
Exhibit 27 Financial Data Schedule (electronic filing only)