Schedule 13G/Amendment No. 1

0000950123-11-013837.txt : 20110214 0000950123-11-013837.hdr.sgml : 20110214 20110214191817 ACCESSION NUMBER: 0000950123-11-013837 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: KIRALEXA HOLDINGS, LTD. GROUP MEMBERS: MICHAEL S. DELL GROUP MEMBERS: MSD CAPITAL, L.P. GROUP MEMBERS: MSD TORCHLIGHT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOMINOS PIZZA INC CENTRAL INDEX KEY: 0001286681 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 382511577 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80414 FILM NUMBER: 11610840 BUSINESS ADDRESS: STREET 1: 30 FRANK LLOYD WRIGHT DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48106 MAIL ADDRESS: STREET 1: 30 FRANK LLOYD WRIGHT DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MSD CAPITAL L P CENTRAL INDEX KEY: 0001105497 IRS NUMBER: 742880190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 BUSINESS PHONE: 2123031650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 SC 13G/A 1 c12480sc13gza.htm SCHEDULE 13G/AMENDMENT NO. 1 Schedule 13G/Amendment No. 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Domino’s Pizza, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25754A201

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 (“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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5562


CUSIP No.		25754A201


1	NAMES OF REPORTING PERSONS MSD Capital, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,580,674

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			4,580,674

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,580,674

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		25754A201


1	NAMES OF REPORTING PERSONS MSD Torchlight, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,580,674

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			4,580,674

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,580,674

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		25754A201


1	NAMES OF REPORTING PERSONS Kiralexa Holdings, Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			163,155

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			163,155

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	163,155

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		25754A201


1	NAMES OF REPORTING PERSONS Michael S. Dell


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,743,829

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			4,743,829

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,743,829

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Item 1.

(a)

Name of Issuer

Domino’s Pizza, Inc.

(b)

Address of Issuer’s Principal Executive Offices

30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106

Item 2.

(a)

Name of Person Filing

This statement is jointly filed by and on behalf of each of MSD Capital, L.P., MSD Torchlight, L.P., Kiralexa Holdings, Ltd. and Michael S. Dell. MSD Torchlight and Kiralexa Holdings are the record and direct beneficial owners of the securities covered by this statement. MSD Capital is the general partner of, and may be deemed to beneficially own securities owned by, MSD Torchlight. MSD Capital Management LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital. Kiralexa Investment Corporation is the general partner of, and may be deemed to beneficially own securities owned by, Kiralexa Holdings. Michael S. Dell ultimately controls, and may be deemed to beneficially own securities owned by, MSD Capital Management and Kiralexa Investment Corporation.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each reporting person is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022.

(c)

Citizenship

See Item 4 on the cover page(s) hereto.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

25754A201


Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);

(k)	o	A group, in accordance with §240.13d-1(b)(1)(ii)(K).


Item 4.		Ownership.

	(a)		Amount beneficially owned: See Item 9 on the cover page(s) hereto.

	(b)		Percent of class: See Item 11 on the cover page(s) hereto.

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

	(ii)		Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

	(iii)		Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

	(iv)		Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.


Item 5.		Ownership of 5% or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.


Item 6.		Ownership of More than 5 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 or Control Person.

Not Applicable


Item 8.		Identification and Classification of Members of the Group.


Item 9.		Notice of Dissolution of Group.

Not Applicable


Item 10.		Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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, 2011	MSD CAPITAL, L.P.
	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	MSD TORCHLIGHT, L.P.
	By:	MSD Capital, L.P.
	Its:	General Partner

	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	KIRALEXA HOLDINGS, LTD.
	By:	Kiralexa Investment Corporation
	Its:	General Partner

	By:	/s/ Michael S. Dell
	Title:	President

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Attorney-in-Fact

	MICHAEL S. DELL
	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Attorney-in-Fact

EXHIBIT INDEX


Exhibit		Description of Exhibit

24.1		Joint Filing Agreement and Power of Attorney (furnished herewith)

EX-24.1 2 c12480exv24w1.htm EXHIBIT 24.1 Exhibit 24.1

EXHIBIT 24.1

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

February 14, 2011

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

Know all men by these presents, that Michael S. Dell hereby constitutes and appoints Marc R. Lisker, as the true and lawful attorney-in-fact and agent of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, (i) to execute any and all filings required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform any and all acts for, in the name of, and on behalf of such party which said attorney-in-fact determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements, and/or exhibits, and any and all other document(s) in connection therewith, (iii) to file such filings, amendments, supplements, exhibits, and/or documents with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and (iv) to perform any and all other acts that said attorney-in-fact or agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such party, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. Michael S. Dell hereby acknowledges that the foregoing attorney-in-fact and agent in serving in such capacity at the request of such party, is not assuming any of the responsibilities of such party to comply with Section 16 or Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.


Date: February 14, 2011	MSD CAPITAL, L.P.
	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	MSD TORCHLIGHT, L.P.
	By:	MSD Capital, L.P.
	Its:	General Partner

	By:	MSD Capital Management LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager and General Counsel

	KIRALEXA HOLDINGS, LTD.
	By:	Kiralexa Investment Corporation
	Its:	General Partner

	By:	/s/ Michael S. Dell
	Name:	Michael S. Dell
	Title:	President

	MICHAEL S. DELL
	By:	/s/ Michael S. Dell
	Name:	Michael S. Dell