SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended April 19, 1997
Commission file number 1-12353
DOMINICK'S SUPERMARKETS, INC.
(Exact name of registrant as specified in charter)
Delaware 94-3220603
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
505 Railroad Avenue
Northlake, Illinois 60164
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 562-1000
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for at
least the past 90 days. YES [X] NO [ ].
At May 27, 1997 there were 16,354,147 shares of Common Stock
outstanding and 5,004,889 shares of Non-Voting Common Stock
outstanding.
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of
April 19, 1997 (unaudited) and November 2, 1996 1
Consolidated Statements of Operations for the 12 weeks
ended April 19, 1997 and April 13, 1996 (unaudited) 2
Consolidated Statements of Operations for the 24 weeks ended
April 19, 1997 and April 13, 1996 (unaudited) 3
Consolidated Statements of Cash Flows for the 24 weeks
ended April 19, 1997 and April 13, 1996 (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
DOMINICK'S SUPERMARKETS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
April 19, 1997 November 2, 1996
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 27,644 $ 32,735
Cash reserved for stock redemption - 50,780
Receivables, net 25,267 16,723
Inventories 217,726 203,411
Prepaid expenses and other 22,570 21,860
Total current assets 293,207 325,509
Property and equipment, net 390,279 368,224
Other assets:
Deferred financing costs, net 11,057 11,524
Goodwill, net 415,176 420,182
Other, net 26,884 27,546
Total other assets 453,117 459,252
Total assets $ 1,136,603 $ 1,152,985
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 185,195 $ 187,787
Accrued payroll and related liabilities 34,101 30,896
Taxes payable 28,963 18,234
Other accrued liabilities 72,547 61,465
Current portion of long-term debt 2,880 376
Current portion of capital lease obligations 11,755 9,676
Total current liabilities 335,441 308,434
Long-term debt:
Bank credit facilities and other 195,953 200,644
Senior subordinated debt 200,000 200,000
Capital lease obligations 133,636 130,052
Deferred income taxes and other liabilities 83,404 84,004
Redeemable Exchangeable Cumulative
Preferred Stock Series A, $.01 par value, 40,000 shares authorized,
issued and outstanding at November 2, 1996, liquidation and
redemption at $1,000 per share plus accumulated and
unpaid dividends - 50,780
Stockholders' equity:
Common Stock, $.01 par value 50,000,000 shares authorized,
16,080,074 issued and outstanding at April 19, 1997 and
November 2, 1996 161 161
Non-Voting Common Stock, $.01 par value, 10,000,000 shares
authorized, 5,278,962 shares issued and outstanding at
April 19, 1997 and November 2, 1996 52 52
Additional paid-in capital 205,425 205,394
Accumulated deficit (17,469) (26,536)
Total stockholders' equity 188,169 179,071
Total liabilities and stockholders' equity $ 1,136,603 $ 1,152,985
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
DOMINICK'S SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
12 Weeks 12 Weeks
Ended Ended
April 19, 1997 April 13, 1996
<S> <C> <C>
Sales $ 583,455 $ 556,880
Cost of sales 442,427 427,872
Gross profit 141,028 129,008
Selling, general and administrative expenses 119,219 110,121
Operating income 21,809 18,887
Interest expense 13,765 15,816
Income before income taxes 8,044 3,071
Income tax expense 4,163 2,343
Net income 3,881 728
Preferred stock accretion - 1,561
Net income (loss) attributable to common stockholders $ 3,881 $ (833)
Per Share
Income (loss) per common share $ 0.18 $ (.06)
Average number of common and common equivalent
shares outstanding 22,117 15,474
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
DOMINICK'S SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
24 Weeks 24 Weeks
Ended Ended
April 19, 1997 April 13, 1996
<S> <C> <C>
Sales $ 1,186,378 $ 1,141,242
Cost of sales 903,043 880,282
Gross profit 283,335 260,960
Selling, general and administrative expenses 238,231 222,744
Operating income 45,104 38,216
Interest expense 26,676 32,330
Income before income taxes 18,428 5,886
Income tax expense 9,361 4,489
Net income 9,067 1,397
Preferred stock accretion - 3,070
Net income (loss) attributable to common stockholders $ 9,067 $ (1,673)
Per Share
Income (loss) per common share $ 0.41 $ (.11)
Average number of common and common equivalent
shares outstanding 22,118 15,470
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
DOMINICK'S SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
24 Weeks 24 Weeks
Ended Ended
April 19, 1997 April 13, 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 9,067 $ 1,397
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 25,389 20,599
Amortization of deferred financing costs 516 1,371
Gain on disposal of assets (77) -
Changes in operating assets and liabilities:
Receivables (8,544) 7,695
Inventories (14,316) 5,760
Prepaid expenses (926) (2,197)
Accounts payable (2,592) (25,372)
Accrued liabilities and taxes payable 22,511 (6,656)
Total adjustments 21,961 1,199
Net cash provided by operating activities 31,028 2,597
Cash flows from investing activities:
Capital expenditures (37,490) (7,657)
Other 120 201
Net cash used in investing activities (37,370) (7,456)
Cash flows from financing activities:
Principal payments for long-term debt and
capital lease obligations (6,901) (17,260)
Proceeds from sale-leaseback of assets 9,844 21,904
Decrease in revolving debt (2,000) -
Redemption of preferred stock (50,780) -
Deferred financing costs and other 308 (410)
Net cash provided by (used in) financing activities (49,529) 4,234
Net decrease in cash and cash equivalents (55,871) (625)
Cash and cash equivalents (including $50,780
of cash reserved for preferred stock
redemption in 1997) at beginning of period 83,515 55,551
Cash and cash equivalents at end of period $ 27,644 $ 54,926
See accompanying notes.
</TABLE>
<PAGE>
DOMINICK'S SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated balance sheet of Dominick's Supermarkets, Inc.
(together with its subsidiaries, the "Company") as of April 19, 1997, and
the consolidated statements of operations and cash flows for the 12 week
and 24 week periods ended April 19, 1997 and April 13, 1996 are unaudited,
but include all adjustments which the Company considers necessary for a
fair presentation of its consolidated financial position, results of
operations and cash flows for these periods. These interim financial
statements do not include all disclosures required by generally accepted
accounting principles and, therefore, should be read in conjunction with
the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended November 2, 1996. Results of
operations for interim periods are not necessarily indicative of the
results for a full fiscal year.
On November 1, 1996, the Company completed its initial public offering
of Common Stock (the "IPO") which resulted in the issuance of 5.9 million
additional shares of Common Stock. Net proceeds to the Company from the
IPO, after deducting issuance costs, were $97.7 million. The Company used
$51.7 million of the proceeds to repurchase all of its outstanding
redeemable preferred stock on January 2, 1997 and to pay a $0.9 million
preferred stock dividend on November 1, 1996. Additionally, $35.9 million
of the IPO proceeds, together with $45.0 million of available cash and
$193.6 million of proceeds under the Company's credit facility were used to
repay all of the outstanding borrowings under the Company's prior credit
facility. The remaining IPO proceeds were used to terminate a consulting
agreement.
The Company uses a 52-53 week fiscal year ending on the Saturday
closest to October 31. The Company operates supermarkets in Chicago,
Illinois, and its suburbs. The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. The Company
has no operations other than those of its subsidiaries.
Inventories
Inventories are stated at the lower of cost, primarily using the last-
in, first-out (LIFO) method, or market. If inventories had been valued
using replacement cost, inventories would have been higher by $4,563,000
and $3,355,000 at April 19, 1997 and November 2, 1996, respectively, and
gross profit and operating income would have been greater by $1,208,000,
$604,000, $900,000 and $450,000 for the 24 weeks and 12 weeks ended April
19, 1997 and April 13, 1996, respectively.
<PAGE>
<TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The following table sets forth the historical results of the Company
for the 12 weeks ended April 19, 1997, the 12 weeks ended April 13, 1996,
the 24 weeks ended April 19, 1997 and for the 24 weeks ended April 13,
1996, expressed in millions of dollars and as a percentage of sales.
12 Weeks Ended 24 Weeks Ended
April 19, 1997 April 13, 1996 April 19, 1997 April 13, 1996
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales $583.5 100.0% $556.9 100.0% $1,186.4 100.0% $1,141.2 100.0%
Gross profit 141.0 24.2% 129.0 23.2% 283.3 23.9% 261.0 22.9%
Selling, general and
administrative expenses 119.2 20.4% 110.1 19.8% 238.2 20.1% 222.8 19.5%
Operating income 21.8 3.8% 18.9 3.4% 45.1 3.8% 38.2 3.4%
Interest expense 13.8 2.4% 15.8 2.8% 26.7 2.2% 32.3 2.8%
Income tax expense 4.1 0.7% 2.4 0.4% 9.3 0.8% 4.5 0.4%
Net income 3.9 0.7% 0.7 0.1% 9.1 0.8% 1.4 0.1%
Preferred stock accretion - - 1.5 0.2% - - 3.1 0.3%
Net income (loss) attributable to common stockholders 3.9 0.7% (0.8) (0.1%) 9.1 0.8% (1.7) (0.1%)
</TABLE>
Comparison of Results of Operations for the 12 Weeks Ended April 19, 1997
with the 12 Weeks Ended April 13, 1996
Sales: Sales increased $26.6 million, or 4.8%, from $556.9 million in
the 12 weeks ended April 13, 1996 to $583.5 million in the 12 weeks ended
April 19, 1997. The increase in sales in the fiscal 1997 period was
primarily attributable to the opening of four new Dominick's Fresh Stores
in the fourth quarter of fiscal 1996 and an increase in comparable store
sales of 1.6%.
Gross Profit: Gross profit increased $12.0 million, or 9.3%, from
$129.0 million in the 12 weeks ended April 13, 1996 to $141.0 million in
the 12 weeks ended April 19, 1997. Gross profit as a percentage of sales
increased from 23.2% in the 12 weeks ended April 13, 1996 to 24.2% in the
12 weeks ended April 19, 1997, due primarily to the Company's ongoing
efforts to reduce its cost of goods through purchasing improvements and to
increase sales and margins in its grocery and drug departments.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses ("SG&A") increased $9.1 million, or 8.3%, from
$110.1 million in the 12 weeks ended April 13, 1996 to $119.2 million in
the 12 weeks ended April 19, 1997. SG&A as a percentage of sales increased
from 19.8% in the 12 weeks ended April 13, 1996 to 20.4% in the 12 weeks
ended April 19, 1997. The increase in SG&A as a percentage of sales was
primarily attributable to planned increases in rent and occupancy costs
associated with new and replacement stores opening in the second half of
fiscal 1996.
Operating Income: Operating income for the 12 weeks ended April 19,
1997 increased $2.9 million, or 15.3%, from $18.9 million in the 12 weeks
ended April 13, 1996 to $21.8 million as a result of the factors discussed
above.
<PAGE>
Interest Expense: Interest expense decreased from $15.8 million in
the 12 weeks ended April 13, 1996 to $13.8 million in the 12 weeks ended
April 19, 1997. The decrease in interest expense was due to a reduced
level of indebtedness and lower interest costs following the Company's IPO.
Net Income: Net income increased $3.2 million from $0.7 million in
the 12 weeks ended April 13, 1996 to $3.9 million in the 12 weeks ended
April 19, 1997 as a result of the factors discussed above. After deducting
preferred stock accretion of $1.5 million in the 12 weeks ended April 13,
1996, net income (loss) attributable to common stockholders improved from a
net loss of $0.8 million in the 12 weeks ended April 13, 1996 to net income
of $3.9 million in the 12 weeks ended April 19, 1997.
Comparison of Results of Operations for the 24 Weeks Ended April 19, 1997
with the 24 Weeks Ended April 13, 1996.
Sales: Sales increased $45.2 million, or 4.0%, from $1,141.2 million
in the 24 weeks ended April 13, 1996 to $1,186.4 million in the 24 weeks
ended April 19, 1997. The increase in sales in the fiscal 1997 period was
primarily attributable to the opening of four new Dominick's Fresh Stores
in the fourth quarter of fiscal 1996 and an increase in comparable store
sales of 0.4%.
Gross Profit: Gross profit increased $22.3 million, or 8.5%, from
$261.0 million in the 24 weeks ended April 13, 1996 to $283.3 million in
the 24 weeks ended April 19, 1997. Gross profit as a percentage of sales
increased from 22.9% in the 24 weeks ended April 13, 1996 to 23.9% in the
24 weeks ended April 19, 1997, due primarily to the Company's ongoing
efforts to reduce its cost of goods through purchasing improvements and to
increase sales and margins in its grocery and drug departments.
Selling, General and Administrative Expenses: SG&A increased $15.4
million, or 6.9%, from $222.8 million in the 24 weeks ended April 13, 1996
to $238.2 million in the 24 weeks ended April 19, 1997. SG&A as a
percentage of sales increased from 19.5% in the 24 weeks ended April 13,
1996 to 20.1% in the 24 weeks ended April 19, 1997. The increase in SG&A
as a percentage of sales was primarily attributable to planned increases in
rent and occupancy costs associated with new and replacement stores opening
in the second half of fiscal 1996.
Operating Income: Operating income for the 24 weeks ended April 19,
1997 increased $6.9 million, or 18.1%, from $38.2 million in the 24 weeks
ended April 13, 1996 to $45.1 million as a result of the factors discussed
above.
Interest Expense: Interest expense decreased from $32.3 million in
the 24 weeks ended April 13, 1996 to $26.7 million in the 24 weeks ended
April 19, 1997. The decrease in interest expense was due to a reduced
level of indebtedness and lower interest costs following the Company's IPO.
Net Income: Net income increased $7.7 million from $1.4 million in
the 24 weeks ended April 13, 1996 to $9.1 million in the 24 weeks ended
April 19, 1997 as a result of the factors discussed above. After deducting
preferred stock accretion of $3.1 million in the 24 weeks ended April 13,
1996, net income (loss) attributable to common stockholders improved from a
net loss of $1.7 million in the 24 weeks ended April 13, 1996 to net income
of $9.1 million in the 24 weeks ended April 19, 1997.
<PAGE>
Liquidity and Capital Resources
The Company's principal sources of liquidity are cash flow from
operations, borrowings under the New Revolving Facility (as defined below)
and capital and operating leases. The Company's principal uses of
liquidity are to provide working capital, finance capital expenditures and
meet debt service requirements.
On November 1, 1996, the Company completed its IPO which resulted in
the net proceeds to the Company of $97.7 million. The Company used $51.7
million of such proceeds to repurchase all of its outstanding redeemable
preferred stock on January 2, 1997 and to pay a $0.9 million preferred
stock dividend on November 1, 1996. Additionally, $35.9 million of the
IPO proceeds, together with $45.0 million of available cash and $193.6
million of proceeds under the New Credit Facility (as defined below), were
used to repay all of the outstanding borrowings under the Company's prior
credit facility. The remaining proceeds were used to terminate a
consulting agreement. As a result of these changes, the Company's overall
level of indebtedness was reduced.
On November 1, 1996, the Company entered into a credit facility with a
syndicate of financial institutions (the "New Credit Facility"). The New
Credit Facility provides for a $100 million amortizing term loan (the "New
Term Loan"), a $105 million revolving term facility (the "New Revolving
Term Facility") and a $120 million revolving facility (the "New Revolving
Facility," and together with the New Revolving Term Facility, the "New
Revolving Facilities"), each of which has a six and one-half year term.
The New Revolving Facility is available for working capital and general
corporate purposes, including up to $50 million to support letters
of credit. Up to $20 million of the New Revolving Facility is available
as a swingline facility (i.e., a facility which permits same-day borrowings
directly from the agent under the New Credit Facility). The New Credit
Facility has no annual clean-down provision. The New Term Loan requires
quarterly amortization payments commencing in the second quarter of fiscal
1998 in amounts ranging from $2.5 million to $7.5 million per quarter.
The Company will also be required to make prepayments under the New Credit
Facility, subject to certain exceptions, with a percentage of its
consolidated excess cash flow and with the proceeds from certain asset sales,
issuance of debt securities and any pension plan reversions.
The Company generated approximately $31.0 million of net cash from
operating activities during the 24 weeks ended April 19, 1997 compared to
$2.6 million in the same period last year. The increase in cash provided
by operating activities during the 24 weeks ended April 19, 1997 is
attributable to higher operating income and the timing of cash payments for
interest. Supermarket operators typically require small amounts of working
capital since inventory is generally sold prior to the time that payments
to suppliers are due. This reduces the need for short-term borrowings and
allows cash from operations to be used for non-current purposes such as
financing capital expenditures and other investing activities. Consistent
with this pattern, the Company had a working capital deficit of $42.2
million at April 19, 1997.
The Company used $37.4 million in investing activities for the 24
weeks ended April 19, 1997, which consisted principally of capital
expenditures related to new stores, store remodels, and, to a lesser
extent, expenditures for warehousing, distribution and manufacturing
facilities and equipment, including data processing and computer systems.
<PAGE>
The Company plans to make gross capital expenditures of approximately
$48 million (or $26 million net of expected capital leases) in the second
half of fiscal 1997. Such expenditures consist of approximately $36
million related to remodels and new stores, as well as ongoing store
expenditures for equipment and maintenance, and approximately $12 million
related to warehousing, distribution and manufacturing facilities and
equipment, including data processing and computer systems. Management
expects that these capital expenditures will be financed primarily through
cash flow from operations and lease financing. During the 24 weeks ended
April 19, 1997, the Company sold and leased-back under capital leases
approximately $10 million of certain existing owned equipment.
The capital expenditure plans discussed above do not include potential
acquisitions which the Company could make to expand within its existing
market or to enter contiguous markets. The Company considers such
acquisition opportunities from time to time. In March 1997, the Company
completed the purchase of Byerly's two Chicago area stores. Any such
future acquisition, depending on its size and the form of consideration,
may require the Company to seek additional debt or equity financing.
The Company is a holding company that has no material operations other
than its ownership of the capital stock of Dominick's Finer Foods, Inc.
("Dominick's"). As a result, the Company is dependent upon distributions
or advances from Dominick's to obtain cash to pay dividends or for other
corporate purposes. Dominick's principal debt instruments generally
restrict Dominick's from paying dividends or otherwise distributing cash to
the Company, except under certain limited circumstances, including for the
payment of taxes and, subject to limitations, for general administrative
purposes.
The Company, in the ordinary course of its business, is party to
various legal actions. One case currently pending alleges gender
discrimination by Dominick's and seeks compensatory and punitive damages in
an unspecified amount. The plaintiffs' motion for class certification was
recently granted by the Court as to the female subclass. Due to the
numerous legal and factual issues which must be resolved during the course
of this litigation, the Company is unable to predict the ultimate outcome
of this lawsuit. If Dominick's were held liable for the alleged
discrimination (or otherwise concludes that it is in the Company's best
interest to settle the matter), it could be required to pay monetary
damages (or settlement payments) which depending on the theory of recovery
or the resolution of the plaintiffs' claims for compensatory and punitive
damages, could be substantial and could have a material adverse effect on
the Company. Based upon the current state of the proceedings, the
Company's assessment to date of the underlying facts and circumstances and
the other information currently available, and although no assurances can
be given, the Company does not believe that the resolution of this
litigation will have a material adverse effect on the Company's overall
liquidity. As additional information is gathered and the litigation
proceeds, the Company will continue to assess its potential impact.
<PAGE>
The Company is highly leveraged. Based upon current levels of
operations and anticipated cost savings and future growth, the Company
believes that its cash flows from operations, together with available
borrowings under the New Revolving Facilities and its other sources of
liquidity (including capital and operating leases), will be adequate to
meet its anticipated requirements for working capital, debt service and
capital expenditures over the next few years. However, there can be no
assurance that the Company will generate sufficient cash flow from
operations or that it will be able to make future borrowings under the New
Credit Facility.
Effects of Inflation
The Company's primary costs, inventory and labor, are affected by a
number of factors that are beyond its control, including the availability
and price of merchandise, the competitive climate and general and regional
economic conditions. As is typical of the supermarket industry, the
Company has generally been able to maintain gross profit margins by
adjusting its retail prices, but competitive conditions may from time to
time render it unable to do so while maintaining its market share.
<PAGE>
Cautionary Statement for Purposes of Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995
When used in this report, the words "believe," "estimate," "expect,"
"project" and similar expressions, together with other discussion of future
trends or results, are intended to identify forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act") and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Such statements are subject to certain risks
and uncertainties, including those discussed below, that could cause actual
results to differ materially from those projected. These forward-looking
statements speak only as of the date hereof. All of these forward-looking
statements are based on estimates and assumptions made by management of the
Company, which although believed to be reasonable, are inherently uncertain
and difficult to predict; therefore, undue reliance should not be placed upon
such estimates. There can be no assurance that the savings or other benefits
anticipated in these forward looking statements will be achieved. The
following important factors, among others, could cause the Company not to
achieve the cost savings or other benefits contemplated herein or otherwise
cause the Company's results of operations to be adversely affected in
future periods: (i) continued or increased competitive pressures from
existing competitors and new entrants, including price-cutting strategies;
(ii) unanticipated costs related to the Company's growth and operating
strategies; (iii) loss or retirement of key members of management; (iv)
inability to negotiate more favorable terms with suppliers or to improve
working capital management; (v) increase in interest rates of the Company's
cost of borrowing or a default under any material debt agreements; (vi)
inability to develop new stores in advantageous locations or to successfully
convert existing stores: (vii) prolonged labor disruption; (vii) deterioration
in general of regional economic conditions; (ix) adverse state or federal
legislation or regulation that increases the cost of compliance, or adverse
findings by a regulator with respect to existing operations; (x) loss of
customers as result of the conversion of store formats; (xi) adverse
determinations in connection with pending or future litigation or other
material claims and judgments against the Company; (xii) inability to achieve
future sales; and (xiii) the unavailability of funds for capital expenditures.
Many of such factors are beyond the control of the Company. In addition, there
can be no assurance that unforeseen costs and expenses or other factors will
not offset or adversely affect the projected cost savings or other benefits
in whole or in part.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On March 16, 1995, a lawsuit was filed in the United States District
Court for the Northern District of Illinois against Dominick's by two
employees of Dominick's. The plaintiffs' original complaint asserted
allegations of gender discrimination and sought compensatory and punitive
damages in an unspecified amount. The plaintiffs filed an amended
complaint on May 1, 1995. The amended complaint added four additional
plaintiffs and asserted allegations of gender and national origin
discrimination. The plaintiffs filed a second amended complaint on August
16, 1996 adding three additional plaintiffs. On April 8, 1997 the
plaintiffs' motion for class certification was granted by the court as to
the female subclass. The Company plans to vigorously defend this lawsuit.
Due to the numerous legal and factual issues which must be resolved during
the course of this litigation, the Company is unable to predict the
ultimate outcome of this lawsuit. If Dominick's was held liable for the
alleged discrimination (or otherwise concludes that it is in the Company's
best interest to settle the matter), it could be required to pay monetary
damages (or settlement payments) which depending on the theory of recovery
or the resolution of the plaintiffs' claims for compensatory and punitive
damages, could be substantial and could have a material adverse effect on
the Company. Based upon the current state of the proceedings, the
Company's assessment to date of the underlying facts and circumstances and
the other information currently available, and although no assurances can
be given, the Company does not believe that the resolution of this
litigation will have a material adverse effect on the Company's overall
liquidity. As additional information is gathered and the litigation
proceeds, the Company will continue to assess its potential impact.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company's Stockholders was held March 4,
1997 at which time the shareholders voted on the following matters:
Election of Directors
Nominee In Favor Withheld
Evan Bayh 14,178,027 1,084,727
Ronald W. Burkle 14,177,977 1,084,777
Patrick L. Graham 14,177,127 1,085,627
Antony P. Ressler 14,177,127 1,085,627
Grace Barry, Peter P. Copses, Linda McLoughlin Figel, David B. Kaplan,
Darren W. Karst, Robert A. Mariano and Ira L.Tochner also serve as
directors of the Company and their terms of office continued after the
annual meeting.
Approval of the Dominick's Supermarkets, Inc. Directors' Deferred
Compensation Plan:
For Against Abstain Broker Non-votes
14,161,214 1,084,527 0 0
<PAGE>
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: June 2, 1997 DOMINICK'S SUPERMARKETS, INC.
/s/Robert A. Mariano
Robert A. Mariano
President and Chief Executive Officer
/s/ Darren W. Karst
Darren W. Karst
Executive Vice President,
Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-01-1997
<PERIOD-END> APR-19-1997
<CASH> 27,644
<SECURITIES> 0
<RECEIVABLES> 25,267
<ALLOWANCES> 0
<INVENTORY> 217,726
<CURRENT-ASSETS> 293,207
<PP&E> 390,279
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<CURRENT-LIABILITIES> 335,441
<BONDS> 0
0
0
<COMMON> 22,118
<OTHER-SE> 188,169
<TOTAL-LIABILITY-AND-EQUITY> 1,136,603
<SALES> 1,186,378
<TOTAL-REVENUES> 1,186,378
<CGS> 903,043
<TOTAL-COSTS> 903,043
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,676
<INCOME-PRETAX> 18,428
<INCOME-TAX> 9,361
<INCOME-CONTINUING> 9,067
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,067
<EPS-PRIMARY> .41
<EPS-DILUTED> .41
</TABLE>
