Safeway 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 3, 2010
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in charter)
5918 Stoneridge Mall Road
Pleasanton, California 94588
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On August 3, 2010, we completed an underwritten public offering of $500 million in aggregate principal amount of 3.950% Notes Due 2020, which we refer to as the Notes. The Notes are governed by the terms of the Indenture dated as of September 10, 1997, between us and The Bank of New York Mellon Trust Company, N.A, as trustee, filed as Exhibit 4.1 hereto, which we refer to as the Indenture, and the Officers Certificate pursuant to Sections 2.2 and 10.4 of the Indenture, filed as Exhibit 4.2 hereto.
In connection with the issuance and sale of the Notes, we entered into an underwriting agreement dated July 27, 2010 with J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and RBS Securities Inc., as representatives of the several underwriters, which is filed as Exhibit 1.1 hereto.
The Notes were offered and sold under a prospectus supplement dated July 27, 2010 and related prospectus filed with the Securities and Exchange Commission pursuant to our shelf registration statement on Form S-3 (File No. 333-155994). In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of Latham & Watkins LLP regarding the validity of the Notes.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.