-----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, LbCN5KbH9Z8js0AfZ0TUHxmK0lOT01aCYy0Q/564HIsHtl31jd8K058VV3F0FMwl 5MJzSmWvsRmDrCyDqNWjyQ== 0000950149-99-000258.txt : 19990217 0000950149-99-000258.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950149-99-000258 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 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/A SEC ACT: SEC FILE NUMBER: 005-13910 FILM NUMBER: 99541324 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: SSI EQUITY ASSOCIATES L P CENTRAL INDEX KEY: 0000803114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH ST STE 4250 STREET 2: C/O KOHLBERG KRAVIS ROBERTS & CO CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 AMENDMENT #4 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), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 4)(1) SAFEWAY INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 786514-20-8 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) - -------------------- (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 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 13G PAGE 2 OF 7 PAGES --------------------- ----- ----- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS SSI EQUITY ASSOCIATES, L.P. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF 9,969,660* SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY -0- EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH 9,969,660* -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER -0- -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,969,660* --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.0% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN --------------------------------------------------------------------- *SSI Equity Associates, L.P. holds warrants to purchase an aggregate of 9,969,660 shares of common stock of Safeway Inc. Share amounts are as of December 31, 1998. Gives effect to a two-for-one stock split effected on February 25, 1998. 3 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 PERSON FILING: SSI Equity Associates, L.P. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 9 West 57th Street New York, New York 10019 (c) CITIZENSHIP: 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: SSI Partners, L.P., a Delaware limited partnership, is the sole general partner of SSI Equity Associates, L.P., a Delaware limited partnership, in which capacity it may be deemed to be the beneficial owner of the shares of common stock of Safeway Inc. beneficially owned by SSI Equity Associates, L.P. As of December 31, 1998, SSI Equity Associates, L.P. was the registered holder of warrants to purchase an aggregate of 9,969,660 shares of common stock of Safeway Inc. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell and Page 3 of 7 pages. 4 Paul E. Raether are the general partners of SSI Partners, L.P., and may be deemed to share beneficial ownership of any shares of common stock of Safeway Inc. that SSI Partners, L.P. may beneficially own or be deemed to beneficially own, but disclaim any such beneficial ownership. Messrs. Kravis, Roberts, MacDonnell and Raether are also general partners of KKR Associates, L.P., a New York limited partnership, which may be deemed to beneficially own more than five percent of the common stock of Safeway Inc. Because of such ownership, SSI Equity Associates, L. P. hereby reports its beneficial ownership on this Schedule 13G, although it disclaims that it is the beneficial owner of more than five percent of the common stock of Safeway Inc. All share numbers in this Schedule 13G give effect to a two-for-one stock split effected on February 25, 1998. (b) PERCENT OF CLASS: 2.0% (upon issuance of common stock of Safeway Inc. after exercise of warrants to purchase an aggregate of 9,969,660 shares of such common stock.) (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or direct the vote: 9,969,660 (represents an aggregate of 9,969,660 shares of common stock of Safeway Inc. issuable upon exercise of warrants.) (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 9,969,660 (represents an aggregate of 9,969,660 shares of common stock of Safeway Inc. issuable upon exercise of warrants.) (iv) Shared power to dispose or to direct the disposition of: -0- 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. Page 4 of 7 pages. 5 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION Not applicable. Page 5 of 7 pages. 6 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 16, 1999 SSI EQUITY ASSOCIATES, L.P. By: SSI PARTNERS, L.P. Its: General Partner By: /s/ Salvatore J. Badalamenti ----------------------------------- Name: Salvatore J. Badalamenti Title: Attorney-in-Fact for Henry R. Kravis, General Partner Page 6 of 7 pages. 7 EXHIBIT INDEX Exhibit 24 - Power of Attorney Page 7 of 7 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 J. Badalamenti and William J. Janetschek, or either one of them, 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 investment of SSI Partners, L.P. (including any amendments or supplements to any reports, forms or 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, Schedule 13G, 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 August 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----