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| SWY > SEC Filings for SWY > Form 8-K on 22-Dec-2008 | All Recent SEC Filings |
22-Dec-2008
Other Events, Financial Statements and Exhibits
On December 22, 2008, Safeway Inc. ("Safeway") completed an underwritten public offering of $500 million aggregate principal amount of 6.25% Notes Due 2014 (the "Notes"). The Notes are governed by the terms of an Indenture dated as of September 10, 1997, between Safeway and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (the "Indenture"), and, pursuant to Sections 2.2 and 10.4 of the Indenture, the Officers' Certificate filed as Exhibit 4.2 hereto.
In connection with the issuance and sale of the Notes, Safeway entered into an underwriting agreement dated December 17, 2008 with Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters, which is filed as Exhibit 1.1 hereto.
The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form S-3 (No. 333-155994) (the "Registration Statement") previously filed with the Securities and Exchange Commission by Safeway under the Act.
Safeway hereby files the following exhibits to, and incorporates such exhibits by reference in, the Registration Statement which was filed on December 8, 2008 and supplemented by the Prospectus Supplement dated December 17, 2008, filed with the Securities and Exchange Commission by Safeway on December 18, 2008:
1.1 Underwriting Agreement dated December 17, 2008 among Safeway Inc. and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters.
4.1 Indenture, dated as of September 10, 1997, between Safeway Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Safeway's Form 8-K dated September 10, 1997).
4.2 Officers' Certificate, dated December 22, 2008, pursuant to Sections 2.2 and 10.4 of the Indenture.
4.3 Form of 6.25% Note Due 2014.
5.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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