UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
May 24, 2000
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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).
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SCHEDULE 13D
CUSIP No. 831683107 Page 2 of 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Casino USA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, WC (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
16,687,860
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,584,060
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
16,687,860
10 SHARED DISPOSITIVE POWER
17,584,060
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,584,060
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.2%
14 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 5 (this "Amendment") amends the Schedule 13D dated
July 17, 1998, as previously amended (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 described under Item 4 below, the parent of Casino USA, Casino
Guichard-Perrachon, S.A. ("Casino"), through Cuersup S.A., a wholly-owned
subsidiary of Casino ("Cuersup"), has acquired in open market purchases 298,700
shares of Common Stock. The aggregate amount of funds utilized to purchase such
shares was $2,044,352.67, all of which came from the working capital of Casino.
Item 4. Purpose of Transaction.
Casino, which is the parent of Casino USA and indirectly the principal
shareholder of the Company, between February 5, 2000 and May 24, 2000 purchased
in the open market, through Cuersup, 298,700 shares of Common Stock. The purpose
of these purchases was to increase Casino's investment in the Company in view of
what Casino believed to be attractive market conditions. Depending on market
conditions and other factors it deems relevant, Casino may in the future acquire
additional shares of Common Stock in the open market or otherwise.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Casino USA is the beneficial owner of 17,584,060 shares of
Common Stock, which represent approximately 60.2% of the shares of Common Stock
issued and outstanding (based on 29,186,995 shares of Common Stock outstanding
as of May 4, 2000 as set forth in the Company's Quarterly Report on Form 10-Q
for the quarter ended March 26, 2000). 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, 16,687,860 of the shares of Common Stock beneficially owned by
it and may be deemed have the shared power to vote or to direct the vote of, and
the shared power to dispose or to direct the disposition of, 896,200 shares
owned by Casino through Cuersup.
(c) The table below sets forth information with respect to all
transactions in shares of Common Stock effected during the last 60 days by
Casino USA, or to the best of its knowledge, by Casino, Cuersup or any of the
persons identified in Item 1 of the Schedule 13D. Unless otherwise indicated,
all such transactions were purchases of shares of Common Stock for cash by
Cuersup effected in the open market on the New York Stock Exchange, Inc.
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Date Number of Shares Price per Share*
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March 24, 2000 1,300 6.6875
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March 29, 2000 17,000 6.9081
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March 30, 2000 2,100 6.7500
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March 31, 2000 15,000 7.2292
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May 3, 2000 3,500 8.1250
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May 4, 2000 8,500 8.1875
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May 5, 2000 8,500 8.0294
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May 9, 2000 2,500 8.2500
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May 10, 2000 300 8.125
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May 11, 2000 2,000 8.0750
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May 15, 2000 8,000 8.2500
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May 16, 2000 8,000 8.2500
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May 17, 2000 2,700 8.2500
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May 24, 2000 7,600 8.0987
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* Including commissions.
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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: May 25, 2000
CASINO USA, INC.
By: /s/ Andre Delolmo
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Name: Andre Delolmo
Title: President
