UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
June 11, 1999
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 3d-1(e), 13d-1(f) or 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 Rule13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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* 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>
SCHEDULE 13D
CUSIP No. 831683107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Casino USA, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3.)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF SHARES 7 SOLE VOTING POWER
16,687,860 (See Items 4 and 5.)
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8
BENEFICIALLY OWNED BY SHARED VOTING POWER
EACH REPORTING --------------------------------------------------
9 PERSON SOLE DISPOSITIVE POWER
16,687,860 (See Items 4 and 5.)
WITH 10
SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,687,860 (See Items 4 and 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.3% (See Items 4 and 5.)
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14
TYPE OF REPORTING PERSON*
CO
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<PAGE>
This Amendment No. 2 (this "Amendment") amends the Schedule 13D filed on
March 27, 1997, as amended by the Amendment No. 1 filed on December 7, 1998 (the
"Schedule 13D" or "this Statement"), of Casino USA, Inc., a California
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 3. Source and Amount of Funds or Other Consideration.
As more fully described under Item 4 below, pursuant to the Rights Offering
(as defined below), on June 11, 1999, the Company announced that Casino USA
became entitled to receive 4,271,935 newly-issued shares of Common Stock from
the Company. These shares will be issued to Casino USA pursuant to the exercise
of its rights and the payment of its fee as standby purchaser under the Rights
Offering. Casino USA will effect payment for all such shares through the
reduction by $39,422,898.75 in the principal amount of an existing
$55,387,505.00 loan owed by the Company to Casino USA.
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 "Rights Offering"). Pursuant to a
registration statement on Form S-3 (No. 333-75627), the Company commenced the
Rights Offering on May 12, 1999, distributing to its existing shareholders
rights to subscribe for, in the aggregate, 6,486,406 shares of Common Stock. The
Rights Offering terminated in accordance with its terms on June 3, 1999.
Pursuant to the Rights Offering, Casino USA exercised all of its
subscription rights (to purchase 3,559,202 shares of Common Stock) and exercised
its oversubscription option to purchase the maximum number of new shares
available to it under such option (702,446 shares of Common Stock). In addition,
Casino USA acted as standby purchaser of those shares not subscribed for by
other shareholders pursuant to the Rights Offering (287 shares of Common Stock)
and will receive a fee of 10,000 shares of Common Stock in such capacity.
Together with the shares that Casino USA receives for its role as standby
purchaser, Casino USA will beneficially own in the aggregate 16,687,860 shares
of Common Stock, which will increase its aggregate ownership of the outstanding
shares of Common Stock to 57.3%. Casino USA will effect payment for all shares
acquired by it under the Rights Offering through the reduction by $39,422,898.75
in the principal amount of an existing $55,387,505.00 loan owed by the Company
to Casino USA.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Casino USA is the beneficial owner of 16,687,860 shares of
Common Stock, which represent approximately 57.3% of the shares of Common Stock
issued and outstanding (based on 29,132,525 shares of Common Stock outstanding
following the Rights Offering, as set forth in the Company's press release
issued on June 11, 1999). Casino USA has the sole power to vote or to direct the
vote of, and the sole power to dispose or to direct the disposition of, all the
shares of Common Stock beneficially owned by it.
(c) See Items 3 and 4 of this Amendment.
Mr. Emmons is no longer a director or officer of Casino USA.
<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: June 17, 1999
CASINO USA, INC.
By: /s/ Jane Orenstein
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Name: Jane Orenstein
Title: Assistant General
Counsel and Secretary
