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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DOMINICK'S SUPERMARKETS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 5411 94-3220603
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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505 RAILROAD AVENUE
NORTHLAKE, ILLINOIS 60164
(708) 562-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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THOMAS D. ROTI, ESQ.
GENERAL COUNSEL
DOMINICK'S SUPERMARKETS, INC.
505 RAILROAD AVENUE
NORTHLAKE, ILLINOIS 60164
(708) 562-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
THOMAS C. SADLER, ESQ. MICHAEL A. BECKER, ESQ.
LATHAM & WATKINS CAHILL GORDON & REINDEL
633 WEST FIFTH STREET 80 PINE STREET
LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10005
(213) 485-1234 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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 this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-14995
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED AMOUNT OF
CLASS OF SECURITIES MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE(1)(2) FEE
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Common Stock, par value $.01........... $16,560,000 $5,019
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(1) Includes an amount relating to shares that the Underwriters have the option
to purchase to cover over-allotments, if any.
(2) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457(o) under the Securities Act of 1933.
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INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to
General Instruction V of Form S-1, the information in the Registration Statement
filed by Dominick's Supermarkets, Inc. with the Securities and Exchange
Commission ("SEC") on October 29, 1996 (File No. 333-14995) pursuant to the
Securities Act is incorporated by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Dominick's Supermarkets, Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Northlake, State of Illinois, on October 28, 1996.
DOMINICK'S SUPERMARKETS, INC.
By: /s/ DARREN W. KARST
---------------------------------------
Darren W. Karst
Executive Vice President, Finance and
Administration, and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ RONALD W. BURKLE Chairman of the Board October 28, 1996
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Ronald W. Burkle
/s/ ROBERT A. MARIANO President, Chief Executive October 28, 1996
- ----------------------------------------------- Officer, Director
Robert A. Mariano
/s/ DARREN W. KARST Executive Vice President, October 28, 1996
- ----------------------------------------------- Finance and Administration,
Darren W. Karst Chief Financial Officer
(Principal Accounting Officer),
Secretary, Director
/s/ LINDA McLOUGHLIN FIGEL Director October 28, 1996
- -----------------------------------------------
Linda McLoughlin Figel
/s/ PATRICK L. GRAHAM Director October 28, 1996
- -----------------------------------------------
Patrick L. Graham
/s/ MARK A. RESNIK Director October 28, 1996
- -----------------------------------------------
Mark A. Resnik
/s/ PETER P. COPSES Director October 28, 1996
- -----------------------------------------------
Peter P. Copses
/s/ DAVID B. KAPLAN Director October 28, 1996
- -----------------------------------------------
David B. Kaplan
/s/ ANTONY P. RESSLER Director October 28, 1996
- -----------------------------------------------
Antony P. Ressler
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Latham & Watkins regarding the validity of the Common
Stock, including consent............................................
23.1 Consent of Ernst & Young LLP, independent auditors..................
23.2 Consent of Latham & Watkins (included in the opinion filed as
Exhibit 5.1 to the Registration Statement)..........................
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E-1
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Exhibit 5.1
[LATHAM & WATKINS LETTERHEAD]
October 29, 1996
Dominick's Supermarkets, Inc.
505 Railroad Avenue
Northlake, Illinois 60164
Re: Dominick's Supermarkets, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on October 29, 1996 (as amended or
supplemented, the "Registration Statement") by Dominick's Supermarkets, Inc., a
Delaware corporation (the "Company"), with respect to 920,000 shares of its
common stock, par value $.01 per share (the "Common Stock"), you have requested
our opinion with respect to the matters set forth below. Capitalized terms used
herein without definition have the meanings given to them in the Registration
Statement.
In our capacity as counsel to you in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Common Stock, and for purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have determined necessary or appropriate for purposes of
rendering this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all persons executing documents, the
authenticity of all documents submitted to us as originals and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject
transaction only of the federal laws of the United States, the internal laws of
the State of New York and the General Corporation Law of the
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Dominick's Supermarkets, Inc.
October 29, 1996
Page 2
State of Delaware, and we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction or, in
the case of the United States or Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state. The
opinions contained herein are as of the date hereof and assume the consummation
of the Offering and all related transactions as they are contemplated to occur
on the Closing Date (as defined in the Underwriting Agreement).
Based upon the foregoing, and in reliance thereon, and subject
to the limitations, qualifications, exceptions and assumptions set forth herein,
we are of the opinion that, as of the date hereof, the shares of Common Stock
presently issued and outstanding, or to be issued in the Offering, have been
duly authorized and are, or when so issued in the Offering (and upon delivery
and payment therefor in the manner contemplated by the Underwriting Agreement)
will be, validly issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading
"Legal Matters."
Very truly yours,
/s/ Latham & Watkins
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected Historical
and Pro Forma Financial Data" and "Experts" and to the use of our report dated
January 5, 1996 (except Note 12, as to which the date is October 24, 1996), in
the Registration Statement (Form S-1) and related Prospectus of Dominick's
Supermarkets, Inc. for the registration of its common stock.
/s/ Ernst & Young LLP
Chicago, Illinois
October 28, 1996
