-----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, G/XVajtL4CYvrHWAOd0vvzBpU41h2MExb1aY30Vq2ENdHat25PCo0a2+eI5vLT32 QVXrggyZ2Iz6/kFgYEZ9Jw== 0000009749-97-000078.txt : 19970321 0000009749-97-000078.hdr.sgml : 19970321 ACCESSION NUMBER: 0000009749-97-000078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970320 SROS: AMEX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOMINICKS SUPERMARKETS INC CENTRAL INDEX KEY: 0000943563 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 943220603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1102 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48889 FILM NUMBER: 97559988 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G/A 1 DOMINICKS SUPERMARKETS 13G 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. -----END PRIVACY-ENHANCED MESSAGE-----