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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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DOMINICK'S SUPERMARKETS, INC.
(Name of subject company)
DOMINICK'S SUPERMARKETS, INC.
(Name of person(s) filing statement)
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Common Stock, par value $.01 per share
Non-Voting Common Stock, par value $.01 per share
(Title of class of securities)
Common Stock--257159103
Non-Voting Common Stock--None
(CUSIP number of class of securities)
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Robert A. Mariano
President and Chief Executive Officer
Dominick's Supermarkets, Inc.
505 Railroad Avenue
Northlake, Illinois 60164
(708) 562-1000
(Name, address and telephone number of person authorized
to receive notice and communications on behalf of
person(s) filing statement)
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Copies To:
Thomas C. Sadler, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
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AMENDMENT NO. 1
TO SCHEDULE 14D-9
This Amendment No. 1 ("Amendment No. 1") to Schedule 14D-9 amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission
on October 19, 1998 (the "Schedule 14D-9") by Dominick's Supermarkets, Inc. (the
"Company"), relating to a tender offer commenced by Windy City Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of Safeway Inc., a
Delaware corporation ("Parent"), on October 19, 1998 to purchase all of the
outstanding shares of Common Stock, par value $.01 per share, and Non-Voting
Common Stock, par value $.01 per share, of the Company. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Company has received notice of early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, for the consummation of the Offer and the Merger. The Company expects
the Offer to be consummated, subject to the terms thereof, on the Expiration
Date, which is currently 12:00 midnight, New York City time, on Monday, November
16, 1998.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
November 2, 1998 Dominick's Supermarkets, Inc.
By: /s/ Deborah C. Paskin
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Deborah C. Paskin
Group Vice President, Legal
and General Counsel