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SWY > SEC Filings for SWY > Form 8-K on 7-Aug-2009All Recent SEC Filings

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Form 8-K for SAFEWAY INC


7-Aug-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On August 7, 2009, Safeway Inc. ("Safeway") completed an underwritten public offering of $500 million aggregate principal amount of 5.000% Notes Due 2019 (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 July 31, 2009 with Banc of America Securities LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc., 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.



Item 9.01 Financial Statements and Exhibits.

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 July 31, 2009, filed with the Securities and Exchange Commission by Safeway on August 4, 2009:

1.1 Underwriting Agreement dated July 31, 2009 among Safeway Inc. and Banc of America Securities LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc., 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 August 7, 2009, pursuant to Sections 2.2 and 10.4 of the Indenture.

4.3 Form of 5.000% Note Due 2019.

5.1 Opinion of Latham & Watkins LLP.

23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).


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