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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Dominick's Supermarkets, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
257159-10-3
(CUSIP Number)
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13D-7.)*
SEC 1745 (2/95)
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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 the disclosures provided in a prior cover page.
The information required in 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 (the "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 14 Pages
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CUSIP No. 257159-10-3 SCHEDULE 13G Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Venture Capital Associates, L.P.
13-337-6808
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH 1,063,961
7 SOLE DISPOSITIVE POWER
1,063,961
8 SHARED DISPOSITIVE POWER
Not applicable.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,063,961
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.98%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
Item I
1.1. Name of Issuer:
Dominick's Supermarkets, Inc.
1.2. Address of Issuer's Principal Executive Offices:
505 Railroad Avenue
Northlake, Illinois 60614
Item II
2.1. Name of Person Filing:
Chase Venture Capital Associates, L.P.
Supplemental information relating to the ownership
and control of the person filing this statement is
included in Exhibit 2(a) attached hereto.
2.2. Address of Principal Business Office or, if none,
Residence:
380 Madison Avenue, 12th Floor
New York, New York 10017
2.3. Citizenship:
See Row 4 on cover page.
2.4. Title of Class of Securities (of Issuer):
Common Stock
2.5. CUSIP Number:
See top of cover page.
Item III If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not applicable.
Page 3 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
Item IV Ownership
4.1. Amount Beneficially Owned:
Chase Venture Capital Associates, L.P., a California limited
partnership ("CVCA"), is the record owner of 1,063,961 shares
of Common Stock of the Issuer as of December 31, 1996. In
addition, CVCA is a party to an Amended and Restated
Stockholders Agreement dated as of November 1, 1996 (the
"Stockholders Agreement") among the Issuer, Dominick's Finer
Foods, Inc. and the stockholders of the Issuer listed below
(CVCA and such stockholders being collectively referred to as
the "Investors") (a copy of which as been filed as Exhibit
10.8 to the Issuer's Form 10-K for the fiscal year ended
November 2, 1996 and is incorporated herein by reference).
Page 4 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
Pursuant to the Stockholders Agreement, the Investors holding Common Stock (but
not Investors holding non-voting Class B Common Stock) are required to vote
their shares to elect to the Issuer's 11-member Board of Directors the persons
nominated by Mr. Burkle and Apollo Investment Fund, L.P. (collectively nine
persons). To the best of the reporting person's knowledge, the Investors are the
holders of record of an aggregate of 6,418,469 shares of Common Stock which are
subject to such voting provisions and an aggregate of 5,296,091 shares of the
non-voting Class B Common Stock and certain other shares of Common Stock which
are not subject to such voting provisions. Shares of Class B Common Stock may be
converted at any time at the election of the holders into an equal number of
shares of Common Stock. Upon such conversion, the holders of Class B Common
Stock would become subject to the voting provisions of the Stockholders
Agreement until such time as such shares of Common Stock were publicly resold.
The Stockholders Agreement also contains, among other things, certain customary
rights permitting the Investors to participate in private sales of shares by the
Yucaipa Investors and permitting the Yucaipa Investors to compel the sale of the
other Investors' shares if certain requirements are satisfied.
As a result of the Stockholders Agreement, CVCA and some or all of the Investors
may be deemed to constitute a "group". A group consisting of such persons may be
deemed to beneficially own all shares of Common Stock beneficially owned by each
of the Investors constituting such a group. The reporting person does not affirm
the existence of such a group and, except to the extent set forth above,
disclaims beneficial ownership of shares of Common Stock beneficially owned by
any other Investor.
4.2. Percent of Class:
4.98% (as of December 31, 1996)
4.3. Number of shares as to which such person has:
4.3.1. Not applicable.
4.3.2. 1,063,961
4.3.3. 1,063,961
Page 5 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
4.3.4. Not applicable.
Item V Ownership of Five Percent or Less of a Class
Not applicable.
Item VI Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item VII Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item VIII Identification and Classification of Members of the Group
See Item 4.1 above.
Item IX Notice of Dissolution of Group
Not applicable.
Item X Certification
Not applicable.
Page 6 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
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.
Date: February 14, 1997 CHASE VENTURE CAPITAL ASSOCIATES,L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Jeffrey C. Walker
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Name: Jeffrey C. Walker
Title: A General Partner
Page 7 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
EXHIBIT 2(a)
This statement is being filed by Chase Venture Capital
Associates, L.P., a California limited partnership (hereinafter referred to as
"CVCA"), whose principal business office is located at 380 Madison Avenue, 12th
Floor, New York, New York 10017. The general partner of CVCA is Chase Capital
Partners, a New York general partnership ("CCP"), whose principal business
office is located at the same address as CVCA.
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen, whose
principal occupation is general partner of CCP and whose principal business
office address (except for Messrs. Ferguson and Soghikian) is c/o Chase Capital
Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017.
John R. Baron
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
David L. Ferguson
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
Brian J. Richmand
Shahan D. Soghikian
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Ferguson's principal business office address is c/o Chase
Capital Partners, 840 Apollo Street, Suite 223, El Segundo, California 90245.
Mr. Soghikian's principal business office address is c/o Chase Capital Partners,
125 London Wall, London EC2Y5AJ, England.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chemical Capital Corporation, a New York
corporation ("Chemical Capital"), CCP Principals, L.P., a Delaware limited
partnership ("Principals") and CCP European Principals, L.P., a Delaware limited
partnership ("European Principals"), each of whose principal business office is
located at the same address as CVCA. Chemical Capital is a wholly owned
subsidiary of The Chase Manhattan Corporation, a Delaware corporation, whose
principal business office is located at the same address as CVCA. The general
partner of each of Principals and European Principals is Chemical Capital. Set
forth in Schedule A hereto and incorporated herein by reference are the names,
business addresses and principal occupations or employments of each executive
officer and director of Chemical Capital, each of whom is a U.S. citizen.
Page 8 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
The Chase Manhattan Corporation ("Chase") is a Delaware
corporation engaged (primarily through subsidiaries) in the commercial banking
business with its principal office located at 270 Park Avenue, New York, New
York 10017. Set forth in Schedule B hereto and incorporated herein by reference
are the names, business addresses, principal occupations and employments of each
executive officer and director of Chase, each of whom is a U.S. Citizen.
Page 9 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
SCHEDULE A
CHEMICAL CAPITAL CORPORATION
Executive Officers
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President & Treasurer Donna L. Carter**
Assistant Secretary Robert C. Carroll*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
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*Principal occupation is employee and/or officer of Chase. Business address is
c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017.
**Principal occupation is employee of Chase and/or general partner of CCP.
Business address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor,
New York, NY 10017.
Page 10 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
SCHEDULE B
THE CHASE MANHATTAN CORPORATION
Executive Officers*
Walter V. Shipley, Chairman and CEO
Edward D. Miller, Senior Vice Chairman
Thomas G. Labrecque, President and COO
William B. Harrison, Jr., Vice Chairman
Directors**
Principal Occupation or Employment;
Name Business or Residence Address
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. S2nd Avenue
Miami, FL 33166
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*Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a U.S.
citizen.
**Each of the persons named below is a citizen of the United States of America.
Page 11 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
Principal Occupation or Employment;
Name Business or Residence Address
H. Laurance Fuller Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Retired Chairman and Chief Executive
Officer the Reader's Digest
Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
2 Park Avenue, 23rd Floor
New York, NY 10016
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Page 12 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
Principal Occupation or Employment;
Name Business or Residence Address
Thomas G. Labracque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
J. Bruce Liewellyn Chairman of the Board
The Philadelphia Coca-Cola
Bottling Company, The Coca-Cola
Bottling Company of Wilmington, Inc.
and Queen City Broadcasting, Inc.
The Philadelphia Coca-Cola Bottling Company
30 Rockefeller Plaza, 29th Floor
New York, NY 10112
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Edmund T. Pratt, Jr. Chairman Emeritus
Pfizer Inc.
Astors Lane
Port Washington, NY 11050
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board and Chief
Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
Page 13 of 14 Pages
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SCHEDULE 13G
Issuer: Dominick's Supermarkets, Inc. CUSIP Number: 257159-10-3
Principal Occupation or Employment;
Name Business or Residence Address
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
Page 14 of 14 Pages
