Dominicks Supermarkets Inc – ‘8-K’ for 10/13/98 – EX-99.1

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 

EX-99.1   —   Press Release Dated October 13, 1998

EX-99.1
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                                                                    EXHIBIT 99.1

PLEASANTON, Calif. -- BUSINESS WIRE) -- Oct. 13, 1998 -- Safeway Inc. (NYSE:SWY 
-news) and Dominick's Supermarkets, Inc. (NYSE:DFF - news) jointly announced    
today they have signed a definitive merger agreement pursuant to which Safeway  
will acquire all of the outstanding shares of Dominick's for $49 in cash per    
share, or a total of approximately $1.2 billion, and assume approximately $646.2
million of Dominick's debt.                                                     

Safeway plans to commence a cash tender offer for all outstanding shares of     
Dominick's common stock. The combined company will operate more than 1,490      
stores in 18 states in the United States and in Western Canada, with proforma   
1998 estimated annual sales over $26.5 billion.                                 

The acquisition will be accounted for as a purchase, and is expected to be      
funded initially with a combination of bank debt, commercial paper and public   
debt. It is expected to be neutral to Safeway earnings in the first year, and be
additive to earnings after the first year. The transaction was unanimously      
approved by Dominick's board of directors.                                      

The Yucaipa Companies and Apollo Advisors, whose affiliates own approximately   
41% of the outstanding shares, have agreed to tender their shares into the      
Safeway Offer, and have granted options to Safeway to acquire their shares under
certain circumstances.                                                          

"This transaction provides an outstanding opportunity for Safeway to continue on
its growth path, while allowing us to enter the Chicago market for the first    
time. Dominick's has established an enviable reputation as a leading retailer in
the Chicago region. We are excited about the prospects of our combination," said
Steve Burd, Chairman, President and CEO of Safeway.                             

"This is a momentous day for our companies, employees and customers," said      
Robert Mariano, President and CEO of Dominick's. "Safeway has an established    
track record of successfully integrating operations to create value for both    
customers and shareholders. Its strong financial position, buying power and     
recognized private brands will enhance Dominick's long-standing history of      
quality and excellence in the Chicago metropolitan area."                       

Ronald W. Burkle, Chairman of the Board of Dominick's, said, "I am a firm       
believer in the consolidation taking place in the supermarket industry. That is 
why after carefully considering all strategic options for Dominick's we have    
agreed to merge with Safeway. I have tremendous respect for Bob Mariano as I do 
for Steve Burd and the job he and his management team have done. This           
combination makes great sense."                                                 

The tender offer is conditioned on the valid tender of a majority of Dominick's 
outstanding shares, expiration of the applicable waiting period under the       
Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing       
conditions. Safeway and Dominick's plan to complete the transaction before      
year-end 1998.                                                                  

Dominick's Supermarkets Inc. is the second largest supermarket operator in the  
greater Chicago metropolitan area, with 112 stores and fiscal 1997 revenues of  
$2.6 billion. The company's common stock is traded on the New York Stock        
Exchange and Chicago Stock Exchange under the symbol DFF.                       

EX-99.1
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Safeway Inc. is the second largest food and drug retailer in North America based
on sales. The company operates 1,381 stores in the United States and Canada. Its
common stock is traded on the New York Stock Exchange under the symbol SWY.     

This press release contains forward-looking statements within the meaning of    
Section 27A of the Securities Act of 1933 and Section 21E of the Securities     
Exchange Act of 1934. Such statements relate to proforma sales, sources of      
financing and future earnings and are indicated by words or phrases such as     
"estimated," "expected" and similar words or phrases. These statements are based
on Safeway's current plans and expectations and involve risks and uncertainties 
that could cause actual events and results to vary significantly from those     
included in or contemplated or implied by such statements. Please refer to      
Safeway's reports and filings with Securities and Exchange Commission for a     
further discussion of these risks and uncertainties.                            

Dates Referenced Herein

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