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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 28, 1996
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)
5918 Stoneridge Mall Road
Pleasanton, California 94588
----------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 467-3000
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 and Pacific Stock Exchanges
9.30% Senior Secured Debentures due 2007 New York Stock Exchange
10% Senior Notes due 2002 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 2007 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 ____.
Aggregate market value of the voting stock held by non-affiliates of Registrant
as of March 14, 1997, was $5.5 billion. As of March 14, 1997, there were
issued and outstanding 222.1 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
-------------------- ---------
1996 Annual Report to Stockholders I, II, III, IV
1997 Proxy Statement dated March 24, 1997 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
12 of the Company's 1996 Annual Report to Stockholders is incorporated herein
by this reference.
RETAIL OPERATIONS:
Information appearing under the captions "Retail Operations" and "Distribution"
on pages 12 and 13 of the Company's 1996 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 13 of the Company's 1996 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
14 of the Company's 1996 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 1996 1995 1994 1993 1992
----- ---- ---- ---- ---- ----
New stores:
New locations 50 14 10 6 8 12
Replacements 81 16 22 14 6 23
---- ---- ---- ---- ---- ----
131 30 32 20 14 35
---- ---- ---- ---- ---- ----
Remodels: (Note A)
Expansions 99 29 13 7 27 23
"Four-Wall" remodels 329 112 95 64 18 40
---- ---- ---- ---- ---- ----
428 141 108 71 45 63
---- ---- ---- ---- ---- ----
Closures 196 37 35 36 39 49
Stores at year-end 1,052 1,059 1,062 1,078 1,103
Note A. Defined as store projects (other than maintenance) generally requiring
expenditures in excess of $200,000.
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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 Safeway, Safeway SELECT, Lucerne, and
Mrs. Wright's. 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 1996, working capital deficit was composed of $1.7 billion of
current assets and $2.0 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 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
its markets.
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.
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 1. BUSINESS AND ITEM 2. PROPERTIES (CONTINUED)
EMPLOYEES:
At year-end 1996, Safeway had approximately 119,000 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 up to five years. Accordingly, Safeway renegotiates a
significant number of the these agreements every year.
In the last three years, despite the large number of negotiations, there have
only been three significant work stoppages. During the second and third
quarters of 1996, Safeway was engaged in a labor dispute in British Columbia
which lasted 40 days and affected 86 stores. Under Provincial law in British
Columbia, replacement workers could not be hired, and therefore all the
affected stores were closed throughout the strike-lockout. Separately, the
Company was engaged in a strike-lockout in the Denver operating area which
lasted 44 days also during the second and third quarters of 1996. All of the
Denver stores operated during the strike-lockout, largely with replacement
workers. A nine-day strike during the second quarter of 1995 affected 208
stores in northern California. These work stoppages were resolved in a manner
that management considered generally satisfactory. Safeway estimates that the
combined impact of the disputes in Denver and British Columbia reduced 1996
earnings by approximately $0.14 per share, and that the dispute in northern
California reduced 1995 earnings by an estimated $0.025 per share.
Of Safeway's approximately 107,000 unionized employees, approximately 7,000 in
four operating areas are covered by labor contracts which are scheduled to
expire in 1997. While Safeway believes that its relationship with its employees
is good, there can be no assurance that contracts covering such 7,000
employees, or that labor contracts which come up for renewal after 1997, will
be renewed. Failure to renew contracts covering a significant number of
employees leading to work stoppages could have an adverse effect on Safeway's
results of operations.
In addition, labor contracts covering approximately 10,000 employees in 74
stores in the Alberta, Canada operating area expired in March 1996.
Representatives of the Company and the unions have held negotiations for a
contract renewal periodically since June 1996, but have not agreed on a new
contract. A government appointed mediator was engaged on Saturday, March 1,
1997. On March 4, 1997, talks broke off. After a government mandated cooling
off period which expired March 18, union members at 73 stores gave a strike
authorization vote to the union leadership. The Company presented a final
offer to the union leadership on March 24. In spite of a request by the Company
to vote the offer prior to a strike, the unions took strike action at 12:01
a.m. on Wednesday March 26, 1997. The union has agreed to vote the offer on
March 31 through April 2. The Company intends to operate the stores with
replacement workers for the duration of the strike. Although Safeway is unable
to determine the financial impact of the strike at this time, sales and
operating results are expected to be adversely affected for as long as the
strike continues.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES:
Note L to the consolidated financial statements, included on page 36 of the
Company's 1996 Annual Report to Stockholders and incorporated herein by this
reference, contains financial information by geographic area. At year-end
1996, 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. In 1995, Mexico suffered from high
interest rates and inflation which adversely affected Casa Ley. During 1996,
interest rates and inflation in Mexico have moderated and Casa Ley's financial
results have gradually improved. Other than the competitive nature of the
retail food business and the economic situation in Mexico, the Company is not
aware of any significant risks of operating in these foreign countries.
The Company's policy for translating Casa Ley's financial statements into U.S.
dollars is described under the caption "Translation of Foreign Currencies" on
page 25 of the Company's 1996 Annual Report. Casa Ley had total assets of
$263.1 million and $276.9 million as of September 30, 1996 and 1995, based on
financial information provided by Casa Ley. Sales and net income for Casa Ley
were as follows (in millions):
12 months ended September 30,
1996 1995 1994
---- ---- ----
Sales $810.1 $861.4 $1,052.4
====== ====== ========
Net income $33.8 $17.9 $32.0
===== ===== =====
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SAFEWAY INC. AND SUBSIDIARIES
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 page 35 of
the Company's 1996 Annual Report to Stockholders is incorporated herein by this
reference.
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 1996.
EXECUTIVE OFFICERS OF THE COMPANY
The names and ages of the current executive officers of the Company and their
positions as of March 18, 1997, 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 18, 1997 Age Officer Present Office
- ---------------------- --- ------- --------------
Steven A. Burd (1) 47 1992 1992
President and Chief Executive Officer
David T. Ching (2) 44 1994 1994
Senior Vice President and
Chief Information Officer
F. J. Dale 52 1982 1991
Group Vice President
Finance
Julian C. Day (3) 44 1993 1993
Executive Vice President and
Chief Financial Officer
E. Richard Jones 52 1983 1988
Executive Vice President
Supply Operations
Kenneth W. Oder (4) 49 1993 1993
Executive Vice President
Labor Relations, Human Resources, Law and Public Affairs
Diane Peck 48 1990 1995
Senior Vice President
Human Resources
Melissa C. Plaisance 37 1993 1995
Senior Vice President
Finance and Public Affairs
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 4. EXECUTIVE OFFICERS OF THE COMPANY (CONTINUED)
Name and all Positions with the Company Year First Elected
Held at March 18, 1997 Age Officer Present Office
- ---------------------- --- ------- --------------
Larree M. Renda 38 1991 1994
Senior Vice President
Corporate Retail Operations
Michael C. Ross (4) 49 1993 1993
Senior Vice President
Secretary and General Counsel
Gary D. Smith 54 1988 1995
Senior Vice President and
Director of Marketing
Richard A. Wilson 63 1988 1988
Vice President
Tax
Donald P. Wright 44 1991 1991
Senior Vice President
Real Estate and Engineering
- -------------------------------
(1) Previously the owner of Burd & Associates, a management consulting firm.
(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.
Section 16(a) Beneficial Ownership. Information appearing under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's 1997
Proxy Statement is incorporated herein by this reference.
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 M to the consolidated
financial statements on page 37 of the Company's 1996 Annual Report to
Stockholders and is incorporated herein by this reference. There were 7,674
stockholders of record as of March 14, 1997; however, approximately 49% 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 $49 3/4 at the
close of business on March 14, 1997.
Safeway intends to delist from the Pacific Stock Exchange in early April, 1997.
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS (CONTINUED)
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 Credit Agreement and
the indentures relating to the Notes and Debentures. Information as to
dividend restrictions is included in the first paragraph under the caption
"Restrictive Covenants" in Note C to the consolidated financial statements on
page 28 of the Company's 1996 Annual Report to Stockholders and is incorporated
herein by this reference. The Company has not paid dividends on common stock
through 1996 and has no current plans for dividend payments.
ITEM 6. SELECTED FINANCIAL DATA
The "Five-Year Summary Financial Information" included on page 15 of the
Company's 1996 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 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 16 through
18 and under the caption "Capital Expenditure Program" on page 14 of the
Company's 1996 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 27 through 29 of the
Company's 1996 Annual Report to Stockholders is incorporated herein by this
reference.
IMPAIRMENT OF LONG-LIVED ASSETS
In 1996, Safeway adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of."
SFAS No. 121 establishes recognition and measurement criteria for impairment
losses when the Company no longer expects to recover the carrying value of a
long-lived asset. Safeway's existing policy for long-lived assets complies
with SFAS No. 121. Therefore, the adoption of SFAS No. 121 did not have a
material effect on the Company's Consolidated Financial Statements. Upon the
decision to close a store or other facility, the Company accrues estimated
future losses, if any, which may include lease payments or other costs of
holding the facility, net of estimated future income. As of year-end 1996,
Safeway had an accrued liability of $27.6 million for the anticipated future
closure of 35 stores and $19.8 million for the anticipated future closure of
other facilities.
STOCK-BASED COMPENSATION
Safeway accounts for stock-based awards to employees using the intrinsic value
method in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Safeway elected to adopt the
disclosure requirements of SFAS No. 123, "Accounting for Stock-Based
Compensation," in 1996.
LABOR RELATIONS
Of Safeway's approximately 107,000 unionized employees, approximately 7,000 in
four operating areas are covered by labor contracts which are scheduled to
expire in 1997. While Safeway believes that its relationship with its employees
is good, there can be no assurance that contracts covering such 7,000
employees, or that labor contracts which come up for renewal after 1997, will
be renewed. Failure to renew contracts covering a significant number of
employees leading to work stoppages could have an adverse effect on Safeway's
results of operations.
In addition, labor contracts covering approximately 10,000 employees in 74
stores in the Alberta, Canada operating area expired in March 1996.
Representatives of the Company and the unions have held negotiations for a
contract renewal periodically since June 1996, but have not agreed on a new
contract. A government appointed mediator was engaged on Saturday, March 1,
1997. On March 4, 1997, talks broke off. After a government mandated cooling
off period which expired March 18, union members at 73 stores gave a strike
authorization vote to the union leadership. The Company presented a final offer
to the union leadership on March 24. In spite of a request by the Company to
vote the offer prior to a strike, the unions took strike action at 12:01 a.m.
on Wednesday March 26, 1997. The union has agreed to vote the offer on March 31
through April 2. The Company intends to operate the stores with replacement
workers for the duration of the strike. Although Safeway is unable to determine
the financial impact of the strike at this time, sales and operating results
are expected to be adversely affected for as long as the strike continues.
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 19 through 39 of the Company's 1996 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.
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 1997 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 1997 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 1997 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 1997 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 34 and 35 of
the Company's 1996 Annual Report to Stockholders, and the captions "Certain
Relationships and Transactions" and "Compensation Committee Interlocks and
Insider Participation" in the Company's 1997 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 1996, 1995, and 1994.
Consolidated Balance Sheets as of the end of fiscal 1996 and 1995.
Consolidated Statements of Cash Flows for fiscal 1996, 1995, and 1994.
Consolidated Statements of Stockholders' Equity for fiscal 1996, 1995, and
1994.
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 December 15, 1996, by
and among Safeway Inc., SSCI Merger Sub, Inc. and The Vons
Companies, Inc., as amended on January 8, 1997 (incorporated by
reference to Exhibit 2.1 to Safeway Inc. Form S-4 dated March
5, 1997).
Exhibit 2.2 Amended and Restated Stock Repurchase 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
Safeway Inc.'s Current Report on Form 8-K dated January 8,
1997.
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 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4(i).2 to Registration Statement No. 33-33388).
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).
Exhibit 4(i).3 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).
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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 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).5 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).6 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).7 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).8 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).9 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).10 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).11 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).12 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).
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SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
Exhibit 4(i).13 Common Stock Purchase Warrants to purchase 23,405,953 shares
of Safeway Inc. common stock
Exhibit 4(i).14 Credit Agreement dated as of May 24, 1995 among
Safeway Inc., Canada Safeway Limited, and Lucerne Foods Ltd.,
as Borrowers, Bankers Trust Company, as Administrative Agent,
The Bank of Nova Scotia, as Documentation Agent, The Chase
Manhattan Bank, N.A., Chemical Bank, and Citicorp USA, Inc.,
as Co-Agents, the Lead Managers listed therein, as Lead
Managers, and the lenders listed therein, as Lenders
(incorporated by reference to Exhibit 4(i).16 of the
Registrant's Form 10-Q for the quarterly period ended June
17, 1995).
Exhibit 4(i).15 Commitment Letter from Bankers Trust Company dated February
10, 1997 (incorporated by reference to Exhibit 4.14 to
Registration Statement No. 333-22837).
Exhibit 4(i).16 Commitment Letter from The Chase Manhattan Bank dated
February 11, 1997 (incorporated by reference to Exhibit 4.15
to Registration Statement No. 333-22837).
Exhibit 4(i).17 Commitment Letter from the Bank of Nova Scotia dated
February 19, 1997 (incorporated by reference to Exhibit 4.16
to Registration Statement No. 333-22837).
Exhibit 4(i).18 Commitment Letter from Bank of America dated February 21,
1997 (incorporated by reference to Exhibit 4.17 to
Registration Statement No. 333-22837).
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* 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).
* Management contract, or compensatory plan or arrangement.
12
13
SAFEWAY INC. AND SUBSIDIARIES
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
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 (incorporated by reference to Exhibit
10(iii).7 of Registrant's Form 10-K/A for the year ended
December 31, 1994).
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) and First Amendment to the Operating
Performance Bonus Plan for Executive Officers of Safeway
Inc. dated January 1, 1997.
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
(incorporated by reference to Exhibit 10(iii).11 of
Registrant's Form 10-K for the year ended December 31,
1994).
Exhibit 10(iii).12* Form of stock option agreement for former directors of The
Vons Companies, Inc.
Exhibit 11.1 Computation of Earnings Per Common Share and Common Share
Equivalent (incorporated by reference to page 38 of the
Company's 1996 Annual Report to Stockholders).
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges.
Exhibit 13.1 Registrant's 1996 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).
- --------------
* Management contract, or compensatory plan or arrangement.
(B) REPORTS ON FORM 8-K:
On December 17, 1996, the Company filed a Current Report on Form 8-K stating
under "Item 5. Other Events" that on December 15, 1996 it had entered into a
merger agreement with The Vons Companies, Inc.
13
14
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 26, 1997
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 26, 1997 Date: March 26, 1997
Director Date
-------- ----
/s/Steven A. Burd
- ------------------------
Steven A. Burd March 26, 1997
/s/ Sam Ginn March 26, 1997
- ------------------------
Sam Ginn
/s/ James H. Greene, Jr. March 26, 1997
- ------------------------
James H. Greene, Jr.
/s/ Paul Hazen March 26, 1997
- ------------------------
Paul Hazen
/s/ Henry R. Kravis March 26, 1997
- ------------------------
Henry R. Kravis
/s/ Robert I. MacDonnell March 26, 1997
- ------------------------
Robert I. MacDonnell
/s/ Peter A. Magowan March 26, 1997
- ------------------------
Peter A. Magowan
/s/ George R. Roberts March 26, 1997
- ------------------------
George R. Roberts
/s/ Michael T. Tokarz March 26, 1997
- ------------------------
Michael T. Tokarz
15
SAFEWAY INC. AND SUBSIDIARIES
Exhibit Index
LIST OF EXHIBITS FILED WITH FORM 10-K FOR THE PERIOD
ENDED DECEMBER 28, 1996
Exhibit 4(i).13 Company Stock Purchase Warrants to purchase 23,405,953
shares of Safeway Inc. common stock.
Exhibit 10(iii).8 First Amendment to the Operating Performance Bonus Plan for
Executive Officers of Safeway Inc. dated January 1, 1997.
Exhibit 10(iii).12 Form of stock option agreement for former directors of The
Vons Companies, Inc.
Exhibit 11.1 Computation of Earnings Per Common Share and Common Share
Equivalent (incorporated by reference to page 38 of the
Company's 1996 Annual Report to Stockholders).
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges
Exhibit 13.1 Registrant's 1996 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)