Dominicks Supermarkets Inc – ‘8-K’ for 10/13/98

As of:  Thursday, 10/15/98   ·   For:  10/13/98   ·   Accession #:  950150-98-1603   ·   File #:  1-12353

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     11K 
 2: EX-99.1     Press Release Dated October 13, 1998                   2      9K 

8-K   —   Current Report
Document Table of Contents

8-K
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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

Date of report (Date of earliest event reported): October 13, 1998

------------------

 DOMINICK'S SUPERMARKETS, INC.
(Exact name of Registrant as Specified in its Charter)

                                                                [Download Table]
                                                                                
         DELAWARE                     1-12353                    94-3220603     
(State or other jurisdiction        (Commission               (I.R.S. Employer  
     of incorporation)              File Number)             Identification No.)

 505 Railroad Avenue
 Northlake, Illinois 60164
(Address of Principal Executive Offices)

(708) 562-1000
(Registrant's telephone number, including area code)

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ITEM 5.  OTHER EVENTS                                                           

                  On October 13, 1998, Dominick's Supermarkets, Inc., a Delaware
corporation ("Dominick's"), and Safeway Inc., a Delaware corporation            
("Safeway"), jointly announced that they had entered into an Agreement and Plan 
of Merger, dated as of October 13, 1998 (the "Merger Agreement"), among         
Dominick's, Safeway and Windy City Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Safeway ("Windy City"), pursuant to which Safeway    
would acquire all of the outstanding shares of common stock of Dominick's at a  
price of $49.00 per share, or a total approximately $1.2 billion, in a cash     
transaction. Safeway will assume approximately $646.2 million of Dominick's debt
and will account for the transaction as a purchase. The Merger Agreement was    
unanimously approved by the Board of Directors of Dominick's. It is currently   
anticipated that Windy City will commence a tender offer (the "Offer") for all  
of the outstanding shares of Dominick's common stock and, upon consummation of  
the Offer, merge (the "Merger") with and into Dominick's, with Dominick's       
surviving the Merger and becoming a wholly-owned subsidiary of Safeway.         
Affiliates of The Yucaipa Companies and Apollo Advisors owning approximately 41%
of the outstanding shares of Dominick's common stock have entered into an       
agreement with Safeway pursuant to which, during the term of the Merger         
Agreement, they have agreed to tender their shares in the Offer and to vote in  
favor of the transactions contemplated by the Merger Agreement and have granted 
options to Safeway to acquire their shares under certain circumstances.         
Consummation of the Offer is conditioned upon, among other things, the valid    
tender of a majority of Dominick's outstanding shares of common stock,          
expiration of the applicable waiting period under the Hart-Scott-Rodino         
Antitrust Improvements Act of 1976, as amended, and other customary conditions. 

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS     

(c)      Exhibits.                                            

              The following exhibit is filed with this Current Report on
Form 8-K:                                                                       

Exhibit No.          Description            

             99.1                 Press release dated October 13, 1998
                                  announcing the signing of the Merger
        Agreement.

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                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by  
the undersigned hereunto duly authorized.                                       

Date:  October 14, 1998                DOMINICK'S SUPERMARKETS, INC.            

                       By: /s/ Deborah C. Paskin
                                           -------------------------------------
                      Name:  Deborah C. Paskin
                             Title: Group Vice President and
                           General Counsel

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 EXHIBIT INDEX

Exhibit              Description            

             99.1                 Press release dated October 13, 1998
                                  announcing the signing of the Merger
        Agreement.

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/15/98							None on these Dates
		10/14/98		3
For Period End:		10/13/98		1		4
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