Edgar Filing: SAFEWAY INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2003

REGISTRATION NO. 333-91975

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SAFEWAY INC.
(Exact name of registrant as specified in its charter)

DELAWARE 5918 Stoneridge Mall Road 94-3019135
(State or other jurisdiction of Pleasanton, California 94588 (I.R.S. Identification
incorporation or organization) (Address of principal executive offices) Number)
(Zip)

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RANDALLS FOOD MARKETS, INC.
ESOP/401(K) SAVINGS PLAN

DOMINICK'S FINER FOODS, INC.
401(K) RETIREMENT PLAN
FOR UNION EMPLOYEES, AS AMENDED

DOMINICK'S FINER FOODS, INC.
401(K) RETIREMENT PLAN
FOR NON-UNION EMPLOYEES, AS AMENDED

(Full titles of the plans)

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Robert A. Gordon, Esq.
Senior Vice President, General Counsel and Secretary
SAFEWAY INC.
5918 Stoneridge Mall Road
Pleasanton, California 94588
(925) 467-3000
(Name, address and telephone number, including area code, of agent for service)

Copies to:
Scott R. Haber, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600

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DEREGISTRATION OF SECURITIES

On December 2, 1999, Safeway, Inc. (the "Registrant") filed a
registration statement on Form S-8 (No. 333-91975) (the "Registration
Statement") which registered the issuance of 2,500,000 shares of the
Registrant's common stock, par value $.01 per share ("Registrant's Common
Stock"), to be sold pursuant to the Randalls Food Markets, Inc. ESOP/401(k)
Savings Plan (the "Randalls 401(k) Plan"); 1,000,000 shares of Registrant's
Common Stock to be sold pursuant to the Dominick's Finer Foods, Inc. 401(k)
Retirement Plan for Union Employees, as amended (the "Dominick's Union 401(k)
Plan"); and 4,000,000 shares of Registrant's Common Stock to be sold pursuant to
the Dominick's Finer Foods, Inc. 401(k) Retirement Plan for Non-Union Employees,
as amended (the "Dominick's Non-Union 401(k) Plan"). Pursuant to General
Instruction F to Form S-8 and Rule 416(c) under the Securities Act of 1933, as
amended, the Registration Statement also covered an indeterminate amount of
interests to be offered or sold pursuant to the Randalls 401(k) Plan, the
Dominick's Union 401(k) Plan, and the Dominick's Non-Union 401(k) Plan.

The Randalls 401(k) Plan was merged into the Safeway 401(k) Savings
Plan and Trust, subject to SEC Registration No. 333-85132 (the "Safeway 401(k)
Plan"), on or about November 1, 2001. The Dominick's Non-Union 410(K) Plan was
merged into the Safeway 401(k) Plan on or about November 1, 2002. Therefore,
effective as of their respective merger dates, no further shares or interests
are issuable under the Randalls 401(k) Plan or the Dominick's Non-Union 401(k)
Plan. Accordingly, the Registrant is filing this Post-Effective Amendment No. 1
to terminate the Registration Statement ("Post-Effective Amendment No. 1") with
regard to all remaining shares and interests issuable but not issued under the
Randalls 401(k) Plan and the Dominick's Non-Union 401(k) Plan at the time of
their respective mergers into the Safeway 401(k) Plan.

This Post-Effective Amendment No. 1 does not affect the registration
of the shares and interests in the Dominick's Union 401(k) Plan. Shares and
interests issuable under the Dominick's Union 401(k) Plan continue to be subject
to the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 333-91975 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pleasanton, State of California on this 23rd day of May, 2003.

SAFEWAY INC.

By: /s/ Robert A. Gordon
--------------------------------------
Robert A. Gordon
Senior Vice President, General Counsel
and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Robert A. Gordon with full
power of substitution and full power to act without the other, such person's
true and lawful attorney-in-fact and agent to act for such person in such
person's name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to Registration Statement No.
333-91975 on Form S-8 and this Post-Effective Amendment No. 1 thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to Registration Statement No.
333-91975 has been signed by the following persons in the capacities indicated
on May 23, 2003.

Signature Title
--------- -----

/s/ Steven A. Burd Chairman, President and Chief Executive Officer
-------------------------------
Steven A. Burd (Principal Executive Officer)

/s/ Vasant M. Prabhu Executive Vice President, Chief Financial Officer
------------------------------- (Principal Financial Officer and Principal Accounting
Vasant M. Prabhu Officer)

/s/ James H. Greene, Jr. Director
-------------------------------
James H. Greene, Jr.

/s/ Paul Hazen Director
-------------------------------
Paul Hazen

/s/ Hector Ley Lopez Director
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Hector Ley Lopez

/s/ Robert I MacDonnell Director
-------------------------------
Robert I. MacDonnell

/s/ Peter A. Magowan Director
-------------------------------
Peter A. Magowan

Director
-------------------------------
George R. Roberts

/s/ Rebecca A. Stirn Director
-------------------------------
Rebecca A. Stirn

/s/ William Y. Tauscher Director
-------------------------------
William Y. Tauscher

Pursuant to the requirements of the Securities and Exchange Act of
1933, as amended, this Post-Effective Amendment to the Registration Statement
has been signed by the Benefit Plans Committee, thereunto duly authorized in
the city of Pleasanton, state of California on May 23, 2003.

RANDALLS FOOD MARKETS, INC.
ESOP/401(K) SAVINGS PLAN

/s/ David F. Bond
----------------------------------------
David F. Bond

/s/ Michael J. Boylan
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Michael J. Boylan

/s/ Gerri Burruel
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Gerri Burruel

/s/ Frank Calfas
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Frank Calfas

/s/ Dick W. Gonzales
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Dick W. Gonzales

/s/ Melissa C. Plaisance
----------------------------------------
Melissa C. Plaisance

/s/ Vasant M. Prabhu
----------------------------------------
Vasant M. Prabhu

DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT
PLAN FOR NON-UNION EMPLOYEES, AS AMENDED

/s/ David F. Bond
----------------------------------------
David F. Bond

/s/ Michael J. Boylan
----------------------------------------
Michael J. Boylan

/s/ Gerri Burruel
----------------------------------------
Gerri Burruel

/s/ Frank Calfas
----------------------------------------
Frank Calfas

/s/ Dick W. Gonzales
----------------------------------------
Dick W. Gonzales

/s/ Melissa C. Plaisance
----------------------------------------
Melissa C. Plaisance

/s/ Vasant M. Prabhu
----------------------------------------
Vasant M. Prabhu