Dominick's Supermarkets, Inc.
Ticker: DFF 505 Railroad Avenue
Exchange: New York Stock Exchange Northlake, Illinois 60164
Industry: Retail (708) 562-1000

Type of Shares:Common Shares Filing Date:8/30/96
U.S. Shares:8,000,000 Offer Date:10/29/96
Non-U.S. Shares:0 Filing Range:$16.00 - $18.00
Primary Shares:5,900,000 Offer Price:$18.00
Secondary Shares:2,100,000 Gross Spread:$1.17
Offering Amount: $136,000,000 Selling:$0.70
Expenses:$1,200,000 Reallowance:$0.10
Shares Out After:21,359,035

ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 504-4525
BT Securities CorporationCo-manager (212) 250-5000
Chase Securities, Inc.Co-manager (212) 552-5299
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
8/3/96 8/3/96
Revenue:$2,445.20Assets:$1,100.20
Net Income:$9.20Liabilities:$960.30
EPS:$0.43Equity:$139.90

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is the second largest supermarket operator in the greater Chicago metropolitan area, with 97 stores and fiscal 1995 revenues of approximately $2.4 billion. Through its 70 years of operation, the company has developed a valuable and strategically located store base, strong name recognition, customer loyalty and a reputation as a quality and service leader among Chicago-area supermarket chains. The company operates 80 full service supermarkets under the Dominick's name, including 18 Fresh Stores, and 17 price impact supermarkets under the Omni name. The company is the only Chicago-area supermarket chain to operate both full-service and price impact formats, which allows it to serve a broader customer base and tailor its stores to the demographic characteristics of individual store locations. The company has increased its market share among Chicago-area supermarket from 19% in 1989 to 25.4% in 1995.

Use of Proceeds
The proceeds from the proposed offering will be used to redeem the company's outstanding 15% redeemable exchangeable cumulative preferred stock, to repay all borrowings under Dominick's existing credit facility, to terminate the company's obligations under its consulting agreement with Yucaipa.

Last updated: 12/8/96

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