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[XXXXXXXX'X LOGO]
October 19, 1998
Dear Stockholder:
As you may be aware, on October 13, 1998, Xxxxxxxx'x Supermarkets, Inc.
("Dominick's") entered into a merger agreement with Safeway Inc. ("Safeway") and
its wholly-owned subsidiary, Windy City Acquisition Corp. ("Purchaser"),
pursuant to which Purchaser agreed to commence as promptly as practicable a
tender offer to purchase all of the outstanding shares of common stock of
Xxxxxxxx'x for a cash price of $49.00 per share. The agreement provides that,
following completion of the offer, Safeway will cause Purchaser to merge into
Dominick's and any Dominick's shares that are not acquired through the tender
offer will be converted in the merger into the right to receive the same
consideration as is paid in the tender offer.
THE BOARD OF DIRECTORS UNANIMOUSLY HAS DETERMINED THAT THE MERGER AGREEMENT
AND TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, ARE
ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF
DOMINICK'S, HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING THE OFFER AND THE MERGER, AND RECOMMENDS THAT YOU ACCEPT THE
OFFER AND TENDER ALL OF YOUR SHARES TO PURCHASER PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors as described in the enclosed Schedule
14D-9, including the opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation that, based on certain assumptions and subject to certain
limitations, the consideration to be received by Xxxxxxxx'x stockholders (other
than stockholders that are affiliates of the Company) pursuant to the merger
agreement is fair to such holders from a financial point of view. We urge you to
read the enclosed Schedule 14D-9 and the related tender offer materials
carefully.
On behalf of the Board of Directors, I thank you for the support you have
given to Xxxxxxxx'x over the years.
Sincerely,
President and Chief Executive Officer
