BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee,
Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
February 14, 1997
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Dominicks Supermarkets, Inc.
Pursuant to Rule 13d-1 of the General Rules and
Regulations under the Securities Exchange Act of 1934, the
following is one copy of the Schedule 13G with respect to
the common stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-
Mail confirmation.
Sincerely,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934 (Amendment No. )*
Dominicks Supermarkets, Inc.
______________________________________
_
NAME OF ISSUER:
Common Stock (Par Value $.01)
_____________________________________
__
TITLE OF CLASS OF
SECURITIES 257159103
_____________________________________
__ CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [x]. (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.)
*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).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 257159103 Page 2 of 8
Pages
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bankers Trust New York Corporation and its wholly
owned subsidiary, BT Investment Partners, INC.. 13-
6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust New York
Corporation 90,684
shares
BT Investment Partners, Inc. 623,517
shares
714,201
shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust New York
Corporation 0
shares
BT Investment Partners,Inc. 0
shares
0
shares EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust New York
Corporation 90,684
shares
BT Investment Partners, Inc. 623,517
shares
714,201
shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust New York
Corporation 0
shares
BT Investment Partners, Inc. 0
shares
0
shares
CUSIP No. 257159103 Page 3 of 8 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
714,201 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC BT
Investment Partners, Inc. - CO
CUSIP No. 257159103 Page 4 of 8
Pages
Item 1(a) NAME OF ISSUER:
Dominicks Supermarkets, Inc. (the Company)
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
505 Railroad Avenue
Northlake, Illinois 60614
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and
its indirect wholly-owned subsidiary, BT Investment
Partners, Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and BT
Investment Partners, Inc. are corporations
incorporated in the State of New York with
their principal business offices located in New
York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
This statement relates to the Companys
Common Stock $.01 par value per share.
Item 2(e) CUSIP NUMBER:
257159103
CUSIP No. 257159103 Page 5 of 8 Pages
Item 3 THE PERSON FILING IS A:
Not applicable
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
Bankers Trust New York
Corporation 90,684
shares
BT Investment Partners, Inc. 623,517
shares
714,201
shares
(b) Percent of Class:
Bankers Trust New York
Corporation 0.1%
BT Investment Partners, Inc. 0.3%
0.4%
(c) Number of shares as to which the following
have:
(i) sole power to vote or to direct the
vote -
Bankers Trust New York
Corporation 90,684
shares
BT Investment Partners, Inc. 623,517
shares
714,201
shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust New York
Corporation 0
shares
BT Investment Partners, Inc. 0
shares
0
shares
CUSIP No. 257159103 Page 6 of 8
Pages
(iii) sole power to dispose or to
direct the disposition of -
Bankers Trust New York
Corporation 90,684
shares
BT Investment Partners, Inc. 623,517
shares
714,201
shares
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust New York
Corporation 0
shares
BT Investment Partners, Inc. 0
shares
0
shares
BT Investment Partners is a party to the Amended and
Restated Agreement Among Certain Stockholders dated as of
November 1, 1996 (the Stockholders Agreement), which
contains certain provisions relating to the voting and
disposition of the Common Stock and the non-voting Class B
Common Stock. Upon information and belief, more than
seventy percent (70%) of the Companys Class A Common Stock
is subject to the Stockholders Agreement. Notwithstanding
the foregoing, the undersigned disclaims membership in any
group for purposes of Section 13(d) or 13(g) of the
Exchange Act by virtue of the Stockholders Agreement and
beneficial ownership of the shares owned by the other
parties to the Stockholders Agreement.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY:
See Exhibit A.
CUSIP No. 257159103 Page 7 of 8 Pages
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF
THE GROUP:
While BT Investment Partners disclaims
membership in any group or beneficial ownership of any
securities of the Issuer other than the
securities set forth herein, attached hereto as
Exhibit B is a list of the other parties to the
Stockholders Agreement referred to in Item 4
above.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to
above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
CUSIP No. 257159103 Page 8 of 8
Pages
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: as of December 31, 1996
Signature: Bankers Trust New York Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Investment Partners,Inc.
By: /s/ Brian Talbot
Name: Brian Talbot
Title: Secretary
Exhibit A
The chain of ownership from Bankers Trust New York
Corporation to BT Investment Partners, Inc. is shown
below:
Bankers Trust New York Corporation
|
100%
|
BT Holdings (New York) Company
|
100%
|
BT Investment Partners, Inc
Exhibit B
Pursuant to Item 8, the signatories to the Amended and
Restated Stockholders Agreement dated May 10, 1997
relating to PageMart Wireless Inc. are:
SIGNATORIES TO THE AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
Yucaipa Blackhawk Partners, L.P.
Yucaipa Chicago Partners, L.P.
Yucaipa Dominicks Partners, L.P.
Apollo Investment Fund, L.P.
Apollo Investment Fund III, L.P.
Apollo Overseas Partners III, L.P.
Apollo (UK) Partners III, L.P.
Bahrain International Bank
Bankers Trust New York Corporation
BHF Akriengesellschaft
BT Investment Partners, L.P.
Chase Equity Associates, L.P.
Continental Casualty Company
Crescent Mach I Partners, L.P.
Fleet National Bank
FSC Corporation
Inclosuez Dominicks Partners
International Nederlanden (U.S.) Capital
Corporation Midland Montagu Private Equity Inc.
OKGBD & CO.
TCW Shared Opportunity Fund II, L.P.
