-----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, MaYBVjGJT/3MDZGrTPDMJHNo8kDJG/kBbe8ZojNvfzDNy76NPGTaR/QZCuHeQkQW HB80Tmk8WK2UoIPmb43nbg== 0000950149-98-000303.txt : 19980218 0000950149-98-000303.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950149-98-000303 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980217 SROS: NYSE 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: SEC FILE NUMBER: 005-13910 FILM NUMBER: 98542938 BUSINESS ADDRESS: STREET 1: 5918 STONERIDGE MALL RD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104673000 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: KKR PARTNERS II LP CENTRAL INDEX KEY: 0000918992 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO LP STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 MAIL ADDRESS: STREET 1: KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 5)(1) SAFEWAY INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 786514-20-8 (CUSIP Number) (1) 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). 2 CUSIP NO. 786514-20-8 SCHEDULE 13G PAGE 2 of 8 PAGES ------------- ----- ----- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS SSI ASSOCIATES, L.P. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ X ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF 34,857,472 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY -0- EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 34,857,472 -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER -0- -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,857,472 --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.6% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN --------------------------------------------------------------------- 3 CUSIP NO. 786514-20-8 SCHEDULE 13G PAGE 3 of 8 PAGES ------------- ----- ----- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS KKR PARTNERS II, L.P. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ X ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF 1,726,910 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY -0- EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 1,726,910 -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER -0- -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,726,910 --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN --------------------------------------------------------------------- 4 ITEM 1. (a) NAME OF ISSUER: Safeway Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5918 Stoneridge Mall Road Pleasanton, California 94588 ITEM 2. (a) NAME OF PERSONS FILING: SSI Associates, L.P. KKR Partners II, L.P. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, New York 10019 (c) CITIZENSHIP: SSI Associates, L.P. - Delaware KKR Partners II, L.P. - Delaware (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share (e) CUSIP NUMBER: 786514-20-8 ITEM 3. Not applicable ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED: As of December 31, 1997, (i) SSI Associates, L.P., a Delaware limited partnership, was the record owner of 34,857,472 shares of common stock of Safeway Inc.; and (ii) KKR Partners II, L.P., a Delaware limited partnership, was the record owner of 1,726,910 shares of common stock of Safeway Inc. As of December 31, 1997, KKR Associates, L.P., a New York limited partnership, was Page 4 of 8 pages. 5 the record owner of 18,513,245 shares of common stock of Safeway Inc. KKR Associates, L.P. is the sole general partner of SSI Associates, L.P. and KKR Partners II, L.P. in which capacity it may be deemed to be the beneficial owner of the shares of Safeway Inc. common stock beneficially owned by SSI Associates, L.P. and KKR Partners II, L.P. Henry R. Kravis, George R. Roberts, Paul E. Raether, Robert I. MacDonnell, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Edward A. Gilhuly, Perry Golkin, Clifton S. Robbins and Scott Stuart are the general partners of KKR Associates, L.P., and Messrs. Kravis and Roberts are also the members of the Executive Committee of KKR Associates, L.P., and in such capacity may be deemed to share beneficial ownership of any shares of common stock of Safeway Inc. that KKR Associates, L.P. may beneficially own or be deemed to beneficially own, but disclaim any such beneficial ownership. (b) PERCENT OF CLASS: See Item 11 of each cover page. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or direct the vote: See Item 5 of each cover page. (ii) Shared power to vote or to direct the vote: See Item 6 of each cover page. (iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. (iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON See Item 4 above. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. Page 5 of 8 pages. 6 ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP SSI Associates, L.P. and KKR Partners II, L.P. are Delaware limited partnerships, the sole general partner of each of which is KKR Associates, L.P., a New York limited partnership. As the sole general partner of each of SSI Associates, L.P. and KKR Partners II, L.P., KKR Associates, L.P. may be deemed to be the beneficial owner of the securities held by such limited partnerships. SSI Associates, L.P. and KKR Partners II, L.P. may be deemed to be a group in relation to their respective investments in Safeway Inc. SSI Associates, L.P. and KKR Partners II, L.P. do not affirm the existence of a group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION Not applicable. Page 6 of 8 pages. 7 SIGNATURES 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, 1998 SSI ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its: General Partner By: /s/ Salvatore Badalamenti ---------------------------------- Name: Salvatore Badalamenti Title: Attorney-in-Fact KKR PARTNERS II, L.P. By: KKR ASSOCIATES, L.P. Its: General Partner By: /s/ Salvatore Badalamenti ---------------------------------- Name: Salvatore Badalamenti Title: Attorney-in-Fact Page 7 of 8 pages. 8 EXHIBIT INDEX Exhibit 1 - Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Statements on Schedule 13G of SSI Associates, L.P. and KKR Partners II, L.P. filed on February 14, 1992). Exhibit 24 - Power of Attorney Page 8 of 8 pages. EX-24 2 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint Salvatore Badalamenti as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned, (both in the undersigned's individual capacity and as a member of any limited liability company or limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of KKR 1996 Fund L.P. or KKR Associates L.P. (including any amendments or supplements to any reports from schedules previously filed by such persons or entities): (i) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), including without limitation, Schedule 13D, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. /s/ Henry R. Kravis ----------------------------------- Name: Henry R. Kravis January 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----