-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L8FLHm4UyAiwk/OniL2XMHXPQxw//8wvUcn930Cvph8jLVTyt5stMAhKPMFCZ6iX 8decpffdKPFQn3TQh3QZpQ== 0000945800-97-000011.txt : 19970924 0000945800-97-000011.hdr.sgml : 19970924 ACCESSION NUMBER: 0000945800-97-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970809 FILED AS OF DATE: 19970923 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINICKS FINER FOODS INC /DE/ CENTRAL INDEX KEY: 0000945800 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 363168270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1029 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-92700 FILM NUMBER: 97684274 BUSINESS ADDRESS: STREET 1: 505 RAILROAD AVE CITY: NORTHLAKE STATE: IL ZIP: 60164 BUSINESS PHONE: 7085621000 MAIL ADDRESS: STREET 1: 505 RAILROAD AVE CITY: NORTHLAKE STATE: IL ZIP: 60164 10-Q 1 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. 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 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 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) 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.
DOMINICK'S FINER FOODS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (unaudited) 16 Weeks 16 Weeks Ended Ended August 9, 1997 August 3, 1996 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.
DOMINICK'S FINER FOODS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (unaudited) 40 Weeks 40 Weeks Ended Ended August 9, 1997 August 3, 1996 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.
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 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
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. 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 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) 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 %
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%. 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. 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. 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. 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 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. 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 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 EX-27 2
5 1,000 9-MOS NOV-01-1997 AUG-09-1997 47,560 0 31,972 0 213,927 319,152 406,823 0 1,176,046 348,362 0 0 0 0 0 1,176,046 813,690 0 618,555 784,014 0 0 18,515 11,161 5,521 5,640 0 0 0 5,640 0 0
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