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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 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. 2
TO SCHEDULE 14D-9
This Amendment No. 2 ("Amendment No. 2") to Schedule 14D-9 amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on October 19, 1998, as amended by Amendment No. 1 filed with
the Commission on November 2, 1998 (as amended, the "Schedule 14D-9"), by
Dominick's Supermarkets, Inc. (the "Company"), relating to a tender offer (the
"Tender Offer") commenced by Windy City Acquisition Corp., a Delaware
corporation ("Purchaser") 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 (the "Common
Stock"), and Non-Voting Common Stock, par value $.01 per share, of the Company.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On November 9, 1998, Parent issued the press release attached hereto as
Exhibit 14 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
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14 Press release issued by Parent on November 9, 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. 2 is true, complete
and correct.
November 12, 1998 Dominick's Supermarkets, Inc.
By: /s/ Deborah C. Paskin
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Deborah C. Paskin
Group Vice President, Legal
and General Counsel
.
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EXHIBIT INDEX
Exhibit 14 Press Release issued by Parent on November 9, 1998.