UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended January 3, 2004 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 1-41
SAFEWAY INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-3019135 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 5918 Stoneridge Mall Road Pleasanton, California |
94588 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (925) 467-3000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | ||||||||
| Common Stock, $0.01 par value per share | New York Stock Exchange | ||||||||
| 9.30 | % | Senior Secured Debentures due 2007 | New York Stock Exchange | ||||||
| 9.875 | % | Senior Subordinated Debentures due 2007 | New York Stock Exchange | ||||||
| 6.85 | % | Senior Notes due 2004 | New York Stock Exchange | ||||||
| 7.00 | % | Senior Notes due 2007 | New York Stock Exchange | ||||||
| 7.45 | % | Senior Debentures due 2027 | New York Stock Exchange | ||||||
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨.
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked for price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter. Aggregate market value of the voting stock held by non-affiliates of Registrant as of June 14, 2003 was approximately $8.4 billion.
As of March 12, 2004, there were issued and outstanding 444.8 million shares of the Registrant’s common stock.
SAFEWAY INC. AND SUBSIDIARIES
EXPLANATORY NOTE
On March 18, 2004, Safeway Inc. (the “Company”) filed the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004. Exhibit 23.1 to the Annual Report on Form 10-K misstated the date of the independent auditors’ report. This amendment is being filed with the corrected Exhibit 23.1.
Except as expressly stated herein, this Form 10-K/A continues to speak as of the date of the original filing of the Annual Report, and we have not updated the disclosures contained therein to reflect any events that occurred at a later date. The filing of this Form 10-K/A shall not be deemed an admission that the original filing, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
| (a) | The following documents are filed as a part of this report: |
| Exhibit 23.1 | Independent Auditors’ Consent. | |
| Exhibit 31 | Rule 13(a)-14(a)/15d-14(a) Certifications. | |
| Exhibit 32 | Section 1350 Certifications. | |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SAFEWAY INC. |
||||||||
| By: | /s/ David F. Bond | Date: March 25, 2004 | ||||||
| David F. Bond | ||||||||
| Senior Vice President, Finance and Control | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
SAFEWAY INC. AND SUBSIDIARIES
LIST OF EXHIBITS FILED WITH FORM 10-K/A
FOR THE PERIOD ENDED January 3, 2004
| Exhibit 23.1 | Independent Auditors’ Consent. | |
| Exhibit 31 | Rule 13(a)-14(a)/15d-14(a) Certifications. | |
| Exhibit 32 | Section 1350 Certifications. | |