Attached files
| file | filename |
|---|---|
| EX-5.1 - OPINION OF LATHAM & WATKINS LLP - SAFEWAY INC | d367718dex51.htm |
| EX-4.3 - FORM OF FLOATING RATE NOTE DUE 2013 - SAFEWAY INC | d367718dex43.htm |
| EX-4.2 - OFFICERS' CERTIFICATE - SAFEWAY INC | d367718dex42.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - SAFEWAY INC | d367718dex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 14, 2012
Date of Report (Date of earliest event reported)
SAFEWAY INC.
(Exact name of registrant as specified in charter)
| Delaware | 1-00041 | 94-3019135 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
5918 Stoneridge Mall Road
Pleasanton, California 94588
(Address of principal executive offices) (Zip Code)
(925) 467-3000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On June 14, 2012, we completed an underwritten public offering of $250 million in aggregate principal amount of Floating Rate Notes due 2013, which we refer to as the Notes. The Notes are governed by the terms of the Indenture dated as of September 10, 1997, between us and The Bank of New York Mellon Trust Company, N.A., as trustee, filed as Exhibit 4.1 hereto, which we refer to as the Indenture, and the Officers’ Certificate pursuant to Sections 2.2 and 10.4 of the Indenture, filed as Exhibit 4.2 hereto.
In connection with the issuance and sale of the Notes, we entered into an underwriting agreement dated June 7, 2012 with Barclays Capital Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters, which is filed as Exhibit 1.1 hereto.
The Notes were offered and sold under a prospectus supplement dated June 7, 2012 and related prospectus filed with the Securities and Exchange Commission pursuant to our shelf registration statement on Form S-3 (File No. 333-177489). In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of Latham & Watkins LLP regarding the validity of the Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 | Underwriting Agreement dated June 7, 2012 among Safeway Inc. and Barclays Capital Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters. | |
| 4.1 | Indenture, dated as of September 10, 1997, between Safeway Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Safeway’s Form 8-K dated September 10, 1997). | |
| 4.2 | Officers’ Certificate, dated June 14, 2012, pursuant to Sections 2.2 and 10.4 of the Indenture. | |
| 4.3 | Form of Floating Rate Note due 2013. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SAFEWAY INC. | ||||||||||
| Date: June 15, 2012 | By: | /s/ Robert A. Gordon | ||||||||
| Robert A. Gordon | ||||||||||
| Senior Vice President, | ||||||||||
| Secretary and General Counsel | ||||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement dated June 7, 2012 among Safeway Inc. and Barclays Capital Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters. | |
| 4.1 | Indenture, dated as of September 10, 1997, between Safeway Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Safeway’s Form 8-K dated September 10, 1997). | |
| 4.2 | Officers’ Certificate, dated June 14, 2012, pursuant to Sections 2.2 and 10.4 of the Indenture. | |
| 4.3 | Form of Floating Rate Note due 2013. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |