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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Smart & Final, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
831683107
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(CUSIP Number)
Daniel S. Sternberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 7, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of ss.ss.
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ss. 240.13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 3
<PAGE>
This Amendment No. 1 (this "Amendment") amends the
Schedule 13D filed on March 27, 1997 (the "Schedule 13D" or "this
Statement"), of Casino USA, Inc., a Delaware corporation ("Casino
USA"), with respect to the common stock, par value $0.01 per
share (the "Common Stock"), of Smart & Final, Inc., a Delaware
corporation (the "Company").
Item 4. Purpose of Transaction
On December 7, 1998, the Company announced that its
board of directors had authorized an offering to its existing
shareholders of rights to purchase additional shares of Common
Stock. The Company expects to raise approximately $60 million
through the offering, which is expected to be completed in the
first half of 1999.
Based on the current market price of the Common Stock,
the rights offering would result in the issuance of approximately
6 million new shares of Common Stock. All subscribing
shareholders will be allowed a voluntary oversubscription option,
whereby unsubscribed shares will be allocated to oversubscribing
shareholders.
As a result of its current aggregate ownership of
55.3% of the outstanding shares of Common Stock, Casino USA would
be entitled to subscribe for approximately an additional
3,318,000 shares (which would leave its percentage ownership
unaltered), plus any newly issued shares not otherwise subscribed
for by other shareholders (which would have the effect of
increasing its percentage ownership). Casino USA currently
intends, subject to the execution of a definitive agreement with
the Company, to exercise all of its subscription rights, to
exercise its oversubscription option to purchase the maximum
number of new shares not subscribed for by other shareholders and
to effect payment for all shares acquired by Casino USA under the
offering through the exchange of all or a portion of an existing
$55 million loan owed by the Company to Casino USA.
Page 2 of 3
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: December 10, 1998
CASINO USA, INC.
By: /s/ Jane Orenstein
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Name: Jane Orenstein
Title: Assistant General Counsel
and Secretary
