-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E+XEUYKp1lato5/+q1/NfajJZqW96XXg9dkhNwt+aru1Xv6rDTZfeoenavKVc0d6 Xhf/ub2iK9naisqtU1Fs6Q== 0000888002-04-000592.txt : 20040210 0000888002-04-000592.hdr.sgml : 20040210 20040210103448 ACCESSION NUMBER: 0000888002-04-000592 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040210 GROUP MEMBERS: ALLIANCE CAPITAL MANAGEMENT L.P. GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTUELLE GROUP MEMBERS: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFEWAY INC CENTRAL INDEX KEY: 0000086144 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 943019135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-14150 FILM NUMBER: 04580083 BUSINESS ADDRESS: STREET 1: 5918 STONERIDGE MALL RD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9254673000 MAIL ADDRESS: STREET 1: 5918 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: SAFEWAY STORES INC DATE OF NAME CHANGE: 19900226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13G 1 swy1231_g.txt Page 1 of 12 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities exchange Act of 1934 SAFEWAY INC ----------------------------------------------------- (NAME OF ISSUER) COM NEW ----------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 786514208 ----------------------------------------------------- (CUSIP NUMBER) December 31, 2003 ----------------------------------------------------- (Date of event which requires filing of this Statement) NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P., AS INVESTMENT ADVISER. (ALLIANCE CAPITAL MANAGEMENT L.P. IS A MAJORITY-OWNED SUBSIDIARY OF AXA FINANCIAL, INC.) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (CONTINUED ON FOLLOWING PAGE(S)) CUSIP NO. 786514208 13G Page 2 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 19,712,652 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 3,884,787 December 31, 2003 BY EACH 7. SOLE DISPOSITIVE POWER 36,666,579 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 15,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 36,682,279 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 786514208 13G Page 3 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 19,712,652 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 3,884,787 December 31, 2003 BY EACH 7. SOLE DISPOSITIVE POWER 36,666,579 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 15,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 36,682,279 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 786514208 13G Page 4 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Courtage Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 19,712,652 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 3,884,787 December 31, 2003 BY EACH 7. SOLE DISPOSITIVE POWER 36,666,579 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 15,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 36,682,279 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 786514208 13G Page 5 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 19,712,652 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 3,884,787 December 31, 2003 BY EACH 7. SOLE DISPOSITIVE POWER 36,666,579 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 15,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 36,682,279 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 786514208 13G Page 6 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Financial, Inc. 13-3623351 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5. SOLE VOTING POWER 19,691,653 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 3,884,787 December 31, 2003 BY EACH 7. SOLE DISPOSITIVE POWER 36,659,980 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 36,659,980 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! 13G Page 7 of 12 Pages Item 1(a) Name of Issuer: SAFEWAY INC Item 1(b) Address of Issuer's Principal Executive Offices: 5918 Stoneridge Mall Road Pleasanton, CA 94588 Item 2(a) and (b) Name of Person Filing and Address of Principal Business Office: AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle, 370, rue Saint Honore 75001 Paris, France AXA Courtage Assurance Mutuelle 26, rue Louis le Grand 75002 Paris, France as a group (collectively, the 'Mutuelles AXA'). AXA 25, avenue Matignon 75008 Paris, France AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 (Please contact Dean Dubovy at (212) 314-5528 with any 13G Page 8 of 12 Pages Item 2(c) Citizenship: Mutuelles AXA and AXA - France AXA Financial, Inc. - Delaware Item 2(d) Title of Class of Securities: COM NEW Item 2(e) Cusip Number: 786514208 Item 3. Type of Reporting Person: AXA Financial, Inc. as a parent holding company, in accordance with 240.13d-1(b)(ii)(G). The Mutuelles AXA, as a group, acting as a parent holding company. AXA as a parent holding company. 13G Page 9 of 12 Pages Item 4. Ownership as of December 31, 2003 (a) Amount Beneficially Owned: 36,682,279 shares of common stock beneficially owned including:
No. of Shares --------------------- The Mutuelles AXA, as a group 0 AXA 0 AXA Entity or Entities Common Stock acquired solely for investment purposes: AXA Investment Managers Den Haag 2,199 AXA Konzern AG (Germany) 4,400 AXA Rosenberg Investment Management LLC 15,700 AXA Financial, Inc. 0 Subsidiaries: Alliance Capital Management L.P. acquired solely for investment purposes on behalf of client discretionary investment advisory accounts: Common Stock 36,637,072 36,637,072 The Equitable Life Assurance Society of the United States acquired solely for investment purposes: Common Stock 22,908 22,908 ------------- Total 36,682,279 ============= Each of the Mutuelles AXA, as a group, and AXA expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G. Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent decisions. (b) Percent of Class: 8.3% =============
Page 10 of 12 Pages ITEM 4. Ownership as of December 31, 2003 (CONT.) (c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Vote to Vote to Dispose to Dispose or to or to or to or to Direct Direct Direct the Direct the the Vote the Vote Disposition Disposition ------------ ------------ ------------ ------------ The Mutuelles AXA, as a group 0 0 0 0 AXA 0 0 0 0 AXA Entity or Entities: AXA Investment 2,199 0 2,199 0 Managers Den Haag AXA Konzern AG 4,400 0 4,400 0 (Germany) AXA Rosenberg 14,400 0 0 15,700 Investment Management LLC AXA Financial, Inc. 0 0 0 0 Subsidiaries: - ------------ Alliance Capital 19,681,945 3,884,787 36,637,072 0 Management L.P. The Equitable Life 9,708 0 22,908 0 Assurance Society of the United ------------ ------------ ------------ ------------ 19,712,652 3,884,787 36,666,579 15,700 ============ ============ ============ ============ Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent voting and investment decisions.
Page 11 of 12 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the ( ) Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA: (X) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities: AXA Investment Managers Den Haag AXA Konzern AG (Germany) AXA Rosenberg Investment Management LLC (X) in AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of the following subsidiaries: (X) Alliance Capital Management L.P. (13-3434400), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) The Equitable Life Assurance Society of the United States (13-5570651), an insurance company and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Page 12 of 12 Pages Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2004 AXA FINANCIAL, INC.* /s/ Alvin H. Fenichel Alvin H. Fenichel Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them.
EX-24 3 swy1231_e.txt JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT ---------------------- Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended on behalf of each of them. Dated: February 13, 2004 AXA Financial, Inc. BY: /s/ Alvin H. Fenichel ----------------------------------------- Alvin H. Fenichel Senior Vice President and Controller AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; AXA Courtage Assurance Mutuelle, as a group, and AXA Signed on behalf of each of the above entities BY: /s/ Alvin H. Fenichel ----------------------------------------- Alvin H. Fenichel Attorney-in-Fact (Executed pursuant to Powers of Attorney)
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