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 August 9, 1997
Commission file number 33-92700
DOMINICK'S FINER FOODS, INC.
(Exact name of registrant as specified in charter)
Delaware 36-3168270
(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 September 15, 1997, there were 1,000 shares of Common Stock
outstanding. As of such date, all of the outstanding shares of
Common Stock were held by Dominick's Supermarkets, Inc. and there
was no public market for the Common Stock.
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of
August 9, 1997 (unaudited) and November 2, 1996 1
Consolidated Statements of Operations for the
16 weeks ended August 9, 1997 and August 3, 1996
(unaudited) 2
Consolidated Statements of Operations for the
40 weeks ended August 9, 1997 and August 3,
1996 (unaudited) 3
Consolidated Statements of Cash Flows for the
40 weeks ended August 9, 1997 and August 3, 1996
(unaudited) 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
<PAGE>
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 ...............................10
Item 6. Exhibits and Reports on Form 8-K ................10
Signatures ...............................................11
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
DOMINICK'S FINER FOODS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
August 9, 1997 November 2, 1996
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 47,560 $ 32,735
Receivables, net 31,972 16,723
Inventories 213,927 203,411
Prepaid expenses and other 25,693 21,860
Total current assets 319,152 274,729
Property and equipment, net 406,823 368,224
Other assets:
Deferred financing costs, net 10,748 11,524
Goodwill, net 411,809 420,182
Other 27,514 27,546
Total other assets 450,071 459,252
Total assets $ 1,176,046 $ 1,102,205
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 194,444 $ 187,787
Accrued payroll and related
liabilities 32,962 30,896
Taxes payable 31,515 18,234
Other accrued liabilities 71,241 61,465
Current portion of long-term debt 5,374 376
Current portion of capital
lease obligations 12,826 9,676
Total current liabilities 348,362 308,434
Long-term debt:
Bank credit facilities and other 214,356 200,644
Senior subordinated debt 200,000 200,000
Capital lease obligations 135,014 130,052
Deferred income taxes and
other liabilities 84,754 84,004
Stockholder's equity:
Common stock - -
Additional paid-in capital 194,018 193,951
Retained deficit (458) (14,880)
Total stockholder's equity 193,560 179,071
Total liabilities and
stockholder's equity $ 1,176,046 $ 1,102,205
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
DOMINICK'S FINER FOODS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
16 Weeks 16 Weeks
Ended Ended
August 9, 1997 August 3, 1996
<S> <C> <C>
Sales $ 813,690 $ 759,309
Cost of sales 618,555 583,234
Gross profit 195,135 176,075
Selling, general and
administrative expenses 165,459 149,632
Operating income 29,676 26,443
Interest expense 18,515 21,078
Income before income taxes 11,161 5,365
Income tax expense 5,521 3,648
Net income $ 5,640 $ 1,717
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
DOMINICK'S FINER FOODS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
40 Weeks 40 Weeks
Ended Ended
August 9, 1997 August 3, 1996
<S> <C> <C>
Sales $ 2,000,068 $ 1,900,550
Cost of sales 1,521,598 1,463,514
Gross profit 478,470 437,036
Selling, general and
administrative expenses 403,690 372,376
Operating income 74,780 64,660
Interest expense 45,657 53,409
Income before income taxes 29,123 11,251
Income tax expense 14,700 8,138
Net income $ 14,423 $ 3,113
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
DOMINICK'S FINER FOODS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
40 Weeks 40 Weeks
Ended Ended
August 9, 1997 August 3, 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 14,423 $ 3,113
Adjustments to reconcile net income
to net cash
provided by operating activities:
Depreciation and amortization 44,642 34,722
Amortization of deferred
financing costs 877 2,137
(Gain) loss on disposal of assets (137) 5
Changes in operating assets
and liabilities:
Receivables (15,249) 13,427
Inventories (10,516) 2,918
Prepaid expenses (2,675) (2,063)
Accounts payable 6,657 (30,148)
Accrued liabilities and
taxes payable 20,096 8,324
Total adjustments 43,695 29,322
Net cash provided by operating
activities 58,118 32,435
Cash flows from investing activities:
Capital expenditures (66,598) (25,264)
Proceeds from sale of assets 272 293
Net cash used in investing activities (66,326) (24,971)
Cash flows from financing activities:
Principal payments for long-term
debt and capital lease obligations (10,550) (20,052)
Proceeds from sale-leaseback of assets 15,142 24,702
Increase in revolving debt 19,000 -
Deferred financing costs and other (559) (838)
Net cash provided by financing
activities 23,033 3,812
Net increase in cash and
cash equivalents 14,825 11,276
Cash and cash equivalents
at beginning of period 32,735 55,551
Cash and cash equivalents
at end of period $ 47,560 $ 66,827
See accompanying notes
</TABLE>
<PAGE>
DOMINICK'S FINER FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated balance sheet of Dominick's Finer Foods, Inc.
(together with its subsidiaries, the "Company") as of August 9, 1997 and
the consolidated statements of operations and cash flows for the 16 week
and 40 week periods ended August 9, 1997 and August 3, 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. The
Company is a wholly-owned subsidiary of Dominick's Supermarkets, Inc.
("Supermarkets").
On November 1, 1996, $35.9 million of the proceeds of Supermarkets'
initial public offering, together with $45.0 million of available cash
and $193.6 million of proceeds under the New Credit Facility (as defined
below) was used to repay all of the outstanding borrowings under the
Company's then existing credit facility. The remaining 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.
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
$5,119,000 and $3,355,000 at August 9, 1997 and November 2, 1996,
respectively, and gross profit and operating income would have been
greater by $1,764,000 and $556,000, $1,500,000 and $600,000 for the 40
weeks and 16 weeks ended August 9, 1997 and August 3, 1996,
respectively.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
<TABLE>
Results of Operations
The following table sets forth the historical results of the
Company for the 16 and 40 weeks ended August 9, 1997 and August 3, 1996
expressed in millions of dollars and as a percentage of sales.
16 Weeks Ended 40 Weeks Ended
August 9, 1997 August 3,1996 August 9,1997 August 3, 1996
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales.....................$813.7 100.0 % $759.3 100.0 % $2,000.1 100.0 % $1,900.6 100.0 %
Gross profit.............. 195.1 24.0 % 176.1 23.2 % 478.5 24.0 % 437.0 23.0 %
Selling, general and
administrative expenses 165.5 20.3 % 149.7 19.7 % 403.7 20.2 % 372.4 19.6 %
Operating income.......... 29.7 3.7 % 26.4 3.5 % 74.8 3.7 % 64.6 3.4 %
Interest expense total.... 18.5 2.3 % 21.1 2.8 % 45.7 2.3 % 53.4 2.8 %
Income tax expense........ 5.5 0.7 % 3.6 0.5 % 14.7 0.7 % 8.1 0.4 %
Net income................ 5.6 0.7 % 1.7 0.2 % 14.4 0.7 % 3.1 0.2 %
</TABLE>
<PAGE>
Comparison of Results of Operations for the 16 Weeks Ended August 9,
1997 with the 16 Weeks Ended August 3, 1996
Sales: Sales increased $54.4 million, or 7.2%, from $759.3 million in
the 16 weeks ended August 3, 1996 to $813.7 million in the 16 weeks
ended August 9, 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 1996, four Fresh Stores in 1997, and an
increase in comparable store sales of 1.0%.
Gross Profit: Gross profit increased $19.0 million, or 10.8%, from
$176.1 million in the 16 weeks ended August 3, 1996 to $195.1 million in
the 16 weeks ended August 9, 1997. Gross profit as a percentage of
sales increased from 23.2% in the 16 weeks ended August 3, 1996 to 24.0%
in the 16 weeks ended August 9, 1997, due primarily to the Company's
ongoing efforts to reduce its cost of goods through purchasing
improvements and to increased sales and margins in its grocery,
perishable, and drug departments.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses ("SG&A") increased $15.8 million, or 10.6%, from
$149.7 million in the 16 weeks ended August 3, 1996 to $165.5 million in
the 16 weeks ended August 9, 1997. SG&A increased from 19.7% of sales
in the 16 weeks ended August 3, 1996 to 20.3% of sales in the 16 weeks
ended August 9, 1997. The increase in SG&A as a percentage of sales
reflects planned increases in rent and occupancy costs associated with
new and replacement stores.
Operating Income: Operating income increased $3.3 million, or 12.5%,
from $26.4 million in the 16 weeks ended August 3, 1996 to $29.7 million
for the 16 weeks ended August 9, 1997 as a result of the factors
discussed above.
Interest Expense: Interest expense decreased from $21.1 million in
the 16 weeks ended August 3, 1996 to $18.5 million in the 16 weeks ended
August 9, 1997. The decrease in interest expense was due to lower
borrowings and interest rates following Supermarkets' initial public
offering.
Net Income: Net income increased $3.9 million from $1.7 million in
the 16 weeks ended August 3, 1996 to $5.6 million in the 16 weeks ended
August 9, 1997, as a result of the factors discussed above.
Comparison of Results of Operations for the 40 Weeks Ended August 9,
1997 with the 40 Weeks Ended August 3, 1996
Sales: Sales increased $99.5 million, or 5.2%, from $1,900.6 million
in the 40 weeks ended August 3, 1996 to $2,000.1 million in the 40 weeks
ended August 9, 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 1996, four Fresh Stores in 1997 and
an increase in comparable store sales of 0.6%.
<PAGE>
Gross Profit: Gross profit increased $41.5 million, or 9.5%, from
$437.0 million in the 40 weeks ended August 3, 1996 to $478.5 million in
the 40 weeks ended August 9, 1997. Gross profit as a percentage of
sales increased from 23.0% in the 40 weeks ended August 3, 1996 to 24.0%
in the 40 weeks ended August 9, 1997, due primarily to the Company's
ongoing efforts to reduce its cost of goods through purchasing
improvements and to increased sales and margins in its grocery,
perishable, and drug departments.
Selling, General and Administrative Expenses: SG&A increased $31.3
million, or 8.4%, from $372.4 million in the 40 weeks ended August 3,
1996 to $403.7 million in the 40 weeks ended August 9, 1997. SG&A as a
percentage of sales increased from 19.6% in the 40 weeks ended August 3,
1996 to 20.2% in the 40 weeks ended August 9, 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.
Operating Income: Operating income increased $10.2 million, or 15.7%,
from $64.6 million in the 40 weeks ended August 3, 1996 to $74.8 million
for the 40 weeks ended August 9, 1997 as a result of the factors
discussed above.
Interest Expense: Interest expense decreased from $53.4 million in
the 40 weeks ended August 3, 1996 to $45.7 million in the 40 weeks ended
August 9, 1997. The decrease in interest expense was due to lower
borrowings and interest rates following Supermarkets' initial public
offering.
Net Income: Net income increased $11.3 million from $3.1 million in
the 40 weeks ended August 3, 1996 to $14.4 million in the 40 weeks ended
August 9, 1997 as a result of the factors discussed above.
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, $35.9 million of the proceeds of Supermarkets'
initial public offering, together with $45.0 million of available cash
and $193.6 million of proceeds under the New Credit Facility (defined
below) was used to repay all of the outstanding borrowings under the
Company's then existing credit facility. The remaining proceeds were
used to terminate a consulting agreement. As a result of these changes,
the Company's debt was reduced and it is anticipated that future results
of operations will reflect reduced levels of interest expense.
<PAGE>
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
cleandown 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's of debt securities and any pension plan reversions.
Additionally, in August 1997, the Company entered into an agreement
with a third party which provides up to $75.0 million of real property
lease financing for new stores.
The Company generated approximately $58.1 million of net cash from
operating activities during the 40 weeks ended August 9, 1997 compared
to $32.4 million in the same period last year. The increase in cash
provided by operating activities during the 40 weeks ended August 9,
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 $29.2 million at August 9, 1997.
The Company used $66.3 million in investing activities for the 40
weeks ended August 9, 1997, which consisted principally of capital
expenditures related primarily 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.
The Company plans to make gross capital expenditures of approximately
$21 million (or $9 million net of expected capital leases) in the fourth
quarter of fiscal 1997. Such expenditures consist of approximately $15
million related to remodels and new stores, as well as ongoing store
expenditures for equipment and maintenance and approximately $6 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 40
weeks ended August 9, 1997, the Company sold and leased-back under
capital leases approximately $15 million of certain existing owned
equipment.
<PAGE>
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, in the ordinary course of its business, is party to
various legal actions. One case currently pending alleges gender
discrimination by the Company 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 the Company 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.
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 Facility 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.
<PAGE>
On September 23, 1997, the Company entered into a commitment letter
with certain financial institutions to provide a senior revolving credit
facility to the Company in an aggregate amount of up to $575 million.
The facility will replace the existing New Credit Facility and further
reduce the Company's costs of borrowing. It is presently anticipated
that such credit facility will be guaranteed by Supermarkets and the
Company's material subsidiaries. Concurrently, the Company announced
that it will commence an offer to purchase for cash (the "Offer to
Purchase") any and all of its outstanding 10 7/8% Senior Subordinated
Notes due 2005 (the "Notes"). In connection with the Offer to Purchase,
the Company will solicit consents from holders of the Notes to certain
amendments to the indenture governing the Notes. Consummation of the
Offer to Purchase is subject to the tender of, and receipt of consents
from, the holders of at least a majority of the outstanding aggregate
principal amount of Notes, the receipt of financing under the new
revolving credit facility and certain other conditions. As of September
23, 1997, $200 million aggregate principal amount of Notes were
outstanding. The Company presently anticipates that it will record an
after-tax extraordinary charge of approximately $25 million in the
fourth quarter related to the write-off of deferred financing costs,
debt repayment premiums and transaction expenses.
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.
Cautionary Statement for Purposes of "Safe Harbor Provisions" of the
Private Securities Litigation Reform Act of 1995
<PAGE>
When used in this report, the words "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; (viii) 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 the company by two
employees of the Company. 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 the company 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.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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 Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: September 23, 1997 DOMINICK'S FINER FOODS, 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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-01-1997
<PERIOD-END> AUG-09-1997
<CASH> 47,560
<SECURITIES> 0
<RECEIVABLES> 31,972
<ALLOWANCES> 0
<INVENTORY> 213,927
<CURRENT-ASSETS> 319,152
<PP&E> 406,823
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,176,046
<CURRENT-LIABILITIES> 348,362
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,176,046
<SALES> 813,690
<TOTAL-REVENUES> 0
<CGS> 618,555
<TOTAL-COSTS> 784,014
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,515
<INCOME-PRETAX> 11,161
<INCOME-TAX> 5,521
<INCOME-CONTINUING> 5,640
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,640
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
