<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1994.
REGISTRATION NO. 33-70610
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DAIRY MART CONVENIENCE STORES, INC.
AND OTHER REGISTRANTS
(SEE TABLE OF OTHER REGISTRANTS BELOW)
(EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2497894
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE VISION DRIVE
ENFIELD, CONNECTICUT 06082
(203) 741-4444
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF THE REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
---------------
FRANK COLACCINO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DAIRY MART CONVENIENCE STORES, INC.
ONE VISION DRIVE
ENFIELD, CT 06082
(203) 741-4444
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
STANFORD N. GOLDMAN, JR. WILLIAM F. SCHWITTER
SCHATZ & SCHATZ, RIBICOFF & KOTKIN DORSEY & WHITNEY
90 STATE HOUSE SQUARE 350 PARK AVENUE
HARTFORD, CT 06103 NEW YORK, NY 10022
(203) 522-3234 (212) 415-9200
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If the Registrants elect to deliver their latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [_]
---------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
OTHER REGISTRANTS
<TABLE>
<CAPTION>
EXACT NAME OF STATE OR I.R.S.
REGISTRANT AS OTHER JURISDICTION EMPLOYER
SPECIFIED IN ITS OF INCORPORATION IDENTIFICATION
CHARTER OR ORGANIZATION NUMBER
---------------- ------------------ --------------
<S> <C> <C>
Dairy Mart East, Inc. Rhode Island 04-2741427
Dairy Mart Farms, Inc. Connecticut 06-0937127
Dairy Mart, Inc. Massachusetts 04-2235065
CONNA Corporation Kentucky 61-0960167
The Lawson Company Delaware 36-2998715
D.M. Insurance Limited Bermuda 98-0122232
LMC, Inc. Ohio 34-1225236
SNG of Southern Minnesota, Inc. Ohio 31-0744171
The Lawson Milk Company Ohio 34-0352180
Golden Stores, Inc. Ohio 34-1256236
Lakeside Wholesale, Inc. Ohio 34-1338109
Quik Shops, Inc. Ohio 34-1126799
Open Pantry Properties, Inc. Ohio 34-0898645
Remote Services, Inc. Kentucky 61-0667027
Convenient Industries of America, Inc. Kentucky 61-0567766
Oscar Ewing, Inc. Kentucky 61-0187240
Convenient Gasoline, Inc. New York 61-0667027
Jackson County Grocery Co., Inc. Indiana 35-1460917
Greenwell Grocery Co., Inc. Indiana 61-0999843
CIA Food Marts, Inc. New York 62-0941344
Food Merchandisers, Incorporated North Carolina 56-0889198
Dairy Mart Convenience Stores of Ohio, Inc. Ohio 34-1606435
</TABLE>
<PAGE>
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-2 (File No. 33-70610) is to file as Exhibit 5.1 the form
of opinion of Schatz & Schatz, Ribicoff & Kotkin and as Exhibit 23.2 the
consent of Schatz & Schatz, Ribicoff & Kotkin which is included in Exhibit
5.1.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of the issuance and distribution of
the Notes being registered, a portion of which will be paid by the Underwriter:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 25,000
Printing, postage, and mailing.................................. 150,000
Legal fees and expenses......................................... 275,000
Rating agencies' fees........................................... 40,000
Accounting fees and expenses.................................... 150,000
Blue sky fees and expenses (including counsel fees)............. 40,000
NASD............................................................ 8,500
Trustee, transfer agent and registrar fees...................... 15,000
Miscellaneous................................................... 10,000
--------
Total....................................................... $713,500
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware ("DGCL")
provides that a corporation has the power to indemnify its officers and
directors against the expenses, including attorney's fees, judgments, fines or
settlement amounts, actually and reasonably incurred by them in connection with
the defense of any action by reason of being or have been directors or
officers, if such person shall have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim, issue
or matter as to which such person shall have been judged to have been liable to
the corporation unless and to the extent that the Court of Chancery of the
State of Delaware, or another court in which the suit was brought, shall
determine upon application that, in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity. The Company's
certificate of incorporation provides for indemnification of its directors and
officers to the fullest extent permitted by the DGCL.
As permitted by Section 102 of the DGCL, the Company's certificate of
incorporation provides that no director shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
other than: (i) for breaches of the director's duty of loyalty to the Company
or its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) for the
unlawful payment of dividends or unlawful stock purchases or redemptions under
Section 174 of the DGCL; and (iv) for any transaction from which the director
derived an improper personal benefit.
The Company has purchased a liability insurance policy which insures: (i) the
Company, under certain circumstances, in the event it indemnifies a director or
officer of the Company or the subsidiary pursuant to the foregoing provisions
of the certificate of incorporation or by-laws of the Company or otherwise; and
(ii) directors and officers, under certain circumstances, against liability and
costs (including the cost of defending any action) incurred by directors or
officers in their capacity as such.
ITEM 16. EXHIBITS.
The exhibits set forth on the Exhibit Index on page E-1 of this Registration
Statement are filed as part of this Registration Statement.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
1. That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
2. For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28TH DAY OF
FEBRUARY, 1994.
Dairy Mart Convenience Stores, Inc.
/s/ FRANK COLACCINO
By __________________________________
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive February 28, 1994
- ------------------------------- Officer and Director
Frank Colaccino (Principal Executive
Officer)
/s/ GREGORY G. LANDRY Executive Vice President, February 28, 1994
- ------------------------------- Chief Financial Officer,
Gregory G. Landry and Director (Principal
Financial and Accounting
Officer)
/s/ FRANK W. BARRETT Director February 28, 1994
- -------------------------------
Frank W. Barrett
/s/ MITCHELL J. KUPPERMAN Director February 28, 1994
- -------------------------------
Mitchell J. Kupperman
Director February 28, 1994
- -------------------------------
Theodore W. Leed
Director February 28, 1994
- -------------------------------
Charles Nirenberg
/s/ ROBERT B. STEIN, JR. Director February 28, 1994
- -------------------------------
Robert B. Stein, Jr.
</TABLE>
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Dairy Mart East, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Dairy Mart Farms, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Dairy Mart, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
CONNA Corporation
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
The Lawson Company
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
D.M. Insurance Limited
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
LMC, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-10
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
SNG of Southern Minnesota, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-11
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
The Lawson Milk Company
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-12
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Golden Stores, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-13
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Lakeside Wholesale, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-14
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Quik Shops, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-15
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Open Pantry Properties, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-16
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Remote Services, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-17
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Convenient Industries of America, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-18
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Oscar Ewing, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-19
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Convenient Gasoline, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-20
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Jackson County Grocery Co., Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-21
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Greenwell Grocery Co., Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-22
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
CIA Food Marts, Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-23
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Food Merchandisers, Incorporated
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-24
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENFIELD, STATE OF CONNECTICUT, ON THIS 28th DAY OF
FEBRUARY, 1994
Dairy Mart Convenience Stores of Ohio,
Inc.
By /s/ Frank Colaccino
----------------------------------
Frank Colaccino
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank Colaccino President, Chief Executive Officer February 28, 1994
- ------------------------------------ and Director (Principal
Frank Colaccino Executive Officer)
/s/ Gregory G. Landry Executive Vice President, Chief February 28, 1994
- ------------------------------------ Financial Officer, and Director
Gregory G. Landry (Principal Financial and
Accounting Officer)
/s/ Mitchell J. Kupperman Director February 28, 1994
- ------------------------------------
Mitchell J. Kupperman
/s/ Robert B. Stein, Jr. Director February 28, 1994
- ------------------------------------
Robert B. Stein, Jr.
</TABLE>
II-25
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION OF DOCUMENT NUMBER
------- ----------------------- ----------
<C> <S> <C>
* 1 Form of Underwriting Agreement among the Company, the
Guarantors, and the
Underwriter.
* 4.1 Form of Indenture dated as of March 3, 1994, among the
Company, the Guarantors and Society National Bank, as
trustee, relating to the 10 1/4% Senior Subordinated
Notes due 2004 being registered.
* 4.2 Form of 10 1/4% Senior Subordinated Note due 2004 and
form of Notation of Guarantee (included in Exhibit
4.1).
5.1 Opinion of Schatz & Schatz, Ribicoff & Kotkin as to the
validity of the Notes and Guarantees being registered.
* 10.1 Credit Agreement dated as of January 9, 1991, among the
Company, Manufacturers Hanover Trust Company (prede-
cessor to Chemical Bank) and other financial institu-
tions ("Existing Credit Agreement") was filed as Ex-
hibit 10.5 to the Company's Form 10-K for the fiscal
year ended February 2, 1991, and is incorporated
herein by reference. The First Amendment dated as of
May 10, 1991 and the Second Amendment and Waiver dated
as of February 6, 1992, both of which amended the Ex-
isting Credit Agreement, were filed as Exhibit 10.1 to
the Company's Form 10-K for the fiscal year ended Feb-
ruary 1, 1992, and are incorporated herein by refer-
ence. The Third Amendment dated as of December 11,
1992 and the Fourth Amendment dated as of April 29,
1993, both of which further amended the Existing
Credit Agreement, were filed as Exhibit 10.1 to the
Company's Form 10-K for the fiscal year ended January
30, 1993, and are incorporated herein by reference.
The Fifth Amendment dated as of January 31, 1994, fur-
ther amending the Existing Credit Agreement, is in-
cluded as Exhibit 10.1 hereto.
* 10.2 Amended and Restated 1985 Incentive Stock Option Plan.
Form of Incentive Stock Option Agreement was filed as
part of Exhibit 10.4 to the Company's annual report on
Form 10-K for the fiscal year ended January 30, 1988,
and is incorporated herein by reference.
* 10.3 1983 Incentive Stock Option Plan and form of Incentive
Stock Option Agreement thereunder were filed as Exhib-
its 4.1 and 4.2, respectively, to the Company's Regis-
tration Statement on Form S-8 (File No. 33-8209) filed
on August 26, 1986, and are incorporated herein by
reference.
* 10.4 1990 Stock Option Plan and forms of qualified and non-
qualified stock option agreements thereunder were
filed as Exhibit 10.4 to the Company's Form 10-K for
the fiscal year ended February 2, 1991, and are incor-
porated herein by reference.
* 10.5 Employment Agreement between the Company and Charles
Nirenberg, dated December 5, 1991, was filed as Ex-
hibit 10.5 to the Company's Form 10-K for the fiscal
year ended February 1, 1992, and is incorporated
herein by reference.
* 12 Statement concerning computation of ratios of earnings
to fixed charges.
* 23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Schatz & Schatz, Ribicoff & Kotkin (included
in Exhibit 5.1).
* 25 Statement of eligibility and qualification of Society
National Bank as Trustee on
Form T-1.
</TABLE>
- --------
* Previously filed
E-1
<PAGE>
Exhibit 5.1
February 28, 1994
Board of Directors
Dairy Mart Convenience Stores, Inc.
One Vision Drive
Enfield, Connecticut 06082
Gentlemen:
We have acted as counsel to you in connection with the proposed issuance by
Dairy Mart Convenience Stores, Inc., a Delaware corporation (the "Company") of
$75,000,000 aggregate principal amount of 10 1/4% Senior Subordinated Notes Due
2004 (the "Notes"), pursuant to the terms of an indenture (the "Indenture")
among the Company, Society National Bank, as trustee (the "Trustee") and certain
direct and indirect subsidiaries of the Company referred to below. We have also
acted as counsel to certain direct and indirect subsidiary corporations of the
Company set forth on Exhibit A hereto which will guarantee the obligations of
the Company under the Indenture (each such subsidiary corporation being referred
to individually as a "Guarantor" and collectively as the "Guarantors," and the
guarantee of each Guarantor being referred to as a "Guarantee" and collectively
as the "Guarantees"). In connection with the offer and sale of the Notes and the
Guarantees, the Company and the Guarantors have filed a registration statement
on Form S-2 (together with all amendments thereto, the "Registration Statement")
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended.
As counsel to the Company and each of the Guarantors, and for the purposes
hereof, we have reviewed the following: (i) the amended and restated certificate
of incorporation of the Company, and the certificates of incorporation of each
of the Guarantors, in each case as amended and as currently in effect; (ii) the
by-laws of the Company and each of the Guarantors, in each case as amended and
as currently in effect; (iii) the minutes of the meetings of the respective
Boards of Directors and any authorized committees of each of the Company and the
Guarantors relating to the Company's proposed issuance of the Notes and the
Guarantees of
<PAGE>
-2-
the Guarantors; (iv) the proposed form of Indenture as filed as an exhibit to
the Registration Statement; (v) the underwriting agreement (the "Underwriting
Agreement") among the Company, the Guarantors and Bear, Stearns & Co. Inc (the
"Underwriter"), pursuant to which the Underwriter will purchase the Notes; and
(vi) such other documents as we have deemed it necessary in order to express
the opinions contained herein.
Based upon the foregoing, it is our opinion that:
When the Notes and the related Guarantees have been sold by the Company
pursuant to the Underwriting Agreement, and the Notes and the Guarantees
(substantially in the form filed as an exhibit to the Indenture) have been
duly executed by the Company (with respect to the Notes) and by the Guarantors
(with respect to the Guarantees), authenticated by the Trustee and delivered
to the Underwriter for delivery at the agreed price, the Notes will have been
duly and validly authorized and issued as binding obligations of the Company,
and the Guarantees will have been duly and validly authorized and issued as
binding obligations of the Guarantors.
We are attorneys licensed to practice law in the State Of Connecticut.
The opinions expressed herein are limited to the laws of the United States of
America, the laws of the State of Connecticut and the General Corporation Law
of the State of Delaware. We express no opinion as to the effect or
applicability of the laws of any other jurisdiction except to the extent set
forth below. Further, we note that the Indenture is stated to be governed by
the laws of the State of New York. To the extent that the laws of the State
of New York govern the matters as to which the opinions expressed herein are
rendered, you may rely upon our opinions as opinions with respect to the laws
of the State of New York only to the extent that such laws are construed or
applied with the same effect as the substantive laws of the State of
Connecticut. We express no opinion as to whether the laws of the State of New
York are the same as the laws of the State of Connecticut.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name in the prospectus under the
caption "Certain Legal Matters."
Very truly yours,
Schatz & Schatz, Ribicoff & Kotkin
<PAGE>
EXHIBIT A
GUARANTORS
----------
Dairy Mart East, Inc. Dairy Mart Farms, Inc.
Dairy Mart, Inc. CONNA Corporation
The Lawson Company D.M. Insurance Limited
LMC, Inc. SNG of Southern Minnesota, Inc.
The Lawson Milk Company Golden Stores, Inc.
Lakeside Wholesale, Inc. Quik Shops, Inc.
Open Pantry Properties, Inc. Remote Services, Inc.
Convenient Industries of
America, Inc. Oscar Ewing, Inc.
Convenient Gasoline, Inc. Jackson County Grocery Co.,
Inc.
Greenwell Grocery Co., Inc. CIA Food Marts, Inc.
Food Merchandisers,
Incorporated Dairy Mart Convenience Stores
of Ohio, Inc.
