Dairy Mart Convenience Stores Inc – ‘POS AM’ on 1/30/98

As of:  Friday, 1/30/98   ·   Accession #:  950152-98-597   ·   File #:  333-01267

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Dairy Mart Convenience Stores, Inc.--S-2/Amend #1     23    138K 
 2: EX-5        Opinion re: Legality                                   2      9K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 

POS AM   —   Dairy Mart Convenience Stores, Inc.--S-2/Amend #1
Document Table of Contents

POS AM
1st Page of 23
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

As filed with the Securities and Exchange Commission on January 30, 1998.       

                                                    Registration No. 333-01267

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

POST-EFFECTIVE AMENDMENT NO. 1 TO 
FORM S-2
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

DAIRY MART CONVENIENCE STORES, INC. 
(Exact name of registrant as specified in charter)

DELAWARE                             04-2497894         
(State or other jurisdiction of         (I.R.S. Employer Identification No.)    
incorporation or organization)                                                  

210 BROADWAY EAST, CUYAHOGA FALLS, OHIO 44222 (330) 923-0421
(Address, including zip code, and telephone number, including 
area code, of registrant's principal executive offices) 

COPY TO:

ROBERT B. STEIN, JR.                    R. MARK CHAMBERLIN, ESQUIRE 
CHIEF EXECUTIVE OFFICER, PRESIDENT             MINTZ, LEVIN, COHN, FERRIS,      
AND CHAIRMAN OF THE BOARD                   GLOVSKY AND POPEO, P.C.     
DAIRY MART CONVENIENCE STORES, INC.               ONE FINANCIAL CENTER          
210 BROADWAY EAST,                         BOSTON, MA 02111   
CUYAHOGA FALLS, OHIO  44222                      (617) 348-1708         
(330) 923-0421                                            

(Name, Address, including zip code, and telephone                               
number, including area code,                                    
of agent for service)                                       

  If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis to Rule 415 under the Securities Act of 1933,  
as amended (the "1933 Act") check the following box. [X]                        

POS AM
2nd Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 2nd

DAIRY MART CONVENIENCE STORES, INC. 

CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF 
INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-2 

                                                                [Download Table]

    Form S-2 Item and Caption                   Location in Prospectus             
    -------------------------                   ----------------------             
                                                                                   
1.  Forepart of the Registration Statement and                                     
    Outside Front Cover Page of Prospectus ...  Outside Front Cover Page           
2.  Inside Front and Outside Back                                                  
    Cover Pages of Prospectus.................  Inside Front and Outside Back Cover
                                                Pages; Available Information;      
                                                Documents Incorporated by Reference
3.  Summary Information, Risk Factors                                              
    and Ratio of Earnings to Fixed Charges....  Risk Factors; The Company          
4.  Use of Proceeds...........................  Not Applicable                     
5.  Determination of Offering Price...........  Not Applicable                     
6.  Dilution..................................  Not Applicable                     
7.  Selling Security Holders..................  Selling Stockholders               
8.  Plan of Distribution......................  Plan of Distribution               
9.  Description of Securities to be Registered  Description of the Class A Common  
                                                Stock and Warrants                 
10. Interests of Named Experts and Counsel....  Certain Legal Matters; Experts     
11. Information with Respect to the Registrant  Documents Incorporated by Reference
12. Incorporation of Certain Information by                                        
    Reference.................................  Documents Incorporated by Reference
13. Disclosure of Commission Position on                                           
    Indemnification for Securities Act                                             
    Liabilities...............................  Not Applicable                     

POS AM
3rd Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 3rd

PROSPECTUS

DAIRY MART CONVENIENCE STORES, INC. 
----------------------------------- 

1,715,000 CLASS A COMMON STOCK PURCHASE WARRANTS
1,715,000 SHARES OF CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
----------------------------------- 

     The 1,715,000 Class A Common Stock Purchase Warrants (the "Warrants")
and the 1,715,000 shares of Class A Common Stock (the "Class A Common Stock") of
Dairy Mart Convenience Stores, Inc., a Delaware corporation (the "Company" or   
"Dairy Mart"), offered hereby are being sold by the selling stockholders        
identified herein (the "Selling Stockholders"). Each Warrant entitled the       
registered holder thereof to purchase one share of Class A Common Stock at an   
initial exercise price of $6.95 per share, which was adjusted in December, 1996 
to $5.45 per share, for a period of six years commencing on December 1, 1995.   
Offers and sales of the Warrants and the Class A Common Stock may be made on one
or more exchanges, subject to applicable listing requirements, in the           
over-the-counter market, or otherwise, at prices and on terms then prevailing,  
or at prices related to the then-current market price, or in negotiated         
transactions, or by underwriters pursuant to an underwriting agreement in       
customary form, or in a combination of any such methods of sale. The Selling    
Stockholders may also sell such securities in accordance with Rule 144 under the
Securities Act of 1933, as amended (the "1933 Act"). The Selling Stockholders   
are identified and certain information with respect to them is provided under   
the caption "Selling Stockholders" herein, to which reference is made. The      
expenses of the registration of the securities offered hereby, including fees of
counsel for the Company, and one counsel for the Selling Stockholders, will be  
paid by the Company. The following expenses will be borne by the Selling        
Stockholders: underwriting discounts and selling commissions, if any, and the   
fee of additional legal counsel, if any, for the Selling Stockholders. The      
filing by the Company of this Prospectus in accordance with the requirements of 
Form S-2 is not an admission that any person whose shares are included herein is
an "affiliate" of the Company.                                                  

    The Selling Stockholders have advised the Company that they have not
engaged any person as an underwriter or selling agent for any of such           
securities, but they may in the future elect to do so, and they will be         
responsible for paying such a person or persons customary compensation for so   
acting. The Selling Stockholders and any broker executing selling orders on     
behalf of any Selling Stockholders may be deemed to be "underwriters" within the
meaning of the 1933 Act, in which event commissions received by any such broker 
may be deemed to be underwriting commissions under the 1933 Act. The Company    
will not receive any of the proceeds from the sale of the securities offered    
hereby, other than receipt of the exercise price. If all of the Warrants are    
exercised the Company will receive gross proceeds of $9,346,750. The exercise   
of all the Warrants will result in an increase in shares of Class A Common Stock
of 55% of the currently issued and outstanding shares. The Class A Common Stock 
is listed on the American Stock Exchange (AMEX) under the symbol "DMC.A." The   
Warrants are not currently listed, on Nasdaq or any national securities         
exchange. On November 30, 1997, the closing sale price of the Class A Common    
Stock, as reported by AMEX was $4.50 per share.                                 

------------------------------
THE WARRANTS AND THE CLASS A COMMON STOCK OFFERED HEREBY
INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 3 OF THIS PROSPECTUS.
------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION, OR ANY
STATE SECURITIES COMMISSION, PASSED UPON THE ACCURACY 
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------------

    The date of this Prospectus is                 .

POS AM
4th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 4th

FOR CALIFORNIA RESIDENTS ONLY 

WITH RESPECT TO SALES OF THE SECURITIES BEING OFFERED HEREBY TO 
CALIFORNIA RESIDENTS, SUCH SECURITIES MAY BE SOLD ONLY TO (1) "ACCREDITED       
INVESTORS" WITHIN THE MEANING OF REGULATION D UNDER THE 1933 ACT, (2) BANKS,    
SAVINGS AND LOAN ASSOCIATIONS, TRUST COMPANIES, INSURANCE COMPANIES, INVESTMENT 
COMPANIES REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, PENSION AND      
PROFIT SHARING TRUSTS, CORPORATIONS OR OTHER ENTITIES WHICH, TOGETHER WITH THE  
CORPORATION'S OR OTHER ENTITY'S AFFILIATES, HAVE A NET WORTH ON A CONSOLIDATED  
BASIS ACCORDING TO THEIR MOST RECENT REGULARLY PREPARED FINANCIAL STATEMENTS    
(WHICH SHALL HAVE BEEN REVIEWED, BUT NOT NECESSARILY AUDITED, BY OUTSIDE        
ACCOUNTANTS) OF NOT LESS THAN $14,000,000 AND SUBSIDIARIES OF THE FOREGOING, (3)
ANY CORPORATION, PARTNERSHIP OR ORGANIZATION (OTHER THAN A CORPORATION,         
PARTNERSHIP OR ORGANIZATION FORMED FOR THE SOLE PURPOSE OF PURCHASING THE       
SECURITIES OFFERED HEREBY) WHO PURCHASES AT LEAST $1,000,000 AGGREGATE AMOUNT OF
THE SECURITIES OFFERED HEREBY, (4) ANY NATURAL PERSON WHO (A) HAS INCOME OF     
$65,000 AND A NET WORTH OF $250,000, OR (B) HAS A NET WORTH OF $500,000 (IN EACH
CASE, EXCLUDING HOME, HOME FURNISHINGS AND PERSONAL AUTOMOBILES), OR (5) ANY    
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE 144A OF THE 1933 ACT.     

AVAILABLE INFORMATION 

      The Company is subject to certain informational reporting requirements
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in     
accordance therewith files reports, proxy statements and other information with 
the Securities and Exchange Commission (the "Commission"). These reports, proxy 
statements and other information can be inspected and copied at the public      
reference facilities maintained by the Commission at Room 1024 of the           
Commission's office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC  
20549, and at its regional offices located at 7 World Trade Center, Suite 1300, 
New York, NY 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,    
Chicago, IL 60661. Copies of such reports, proxy statements and other           
information can be obtained from the Public Reference Section of the Commission 
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549 at prescribed  
rates. Additional updating information with respect to the securities covered   
herein may be provided in the future to purchasers by means of appendices to    
this Prospectus.                                                                

The Company has filed with the Commission in Washington, DC a   
registration statement (herein, together with all amendments and exhibits,      
referred to as the "Registration Statement") under the 1933 Act with respect to 
the securities offered or to be offered hereby. This Prospectus does not contain
all of the information included in the Registration Statement, certain items of 
which are omitted in accordance with the rules and regulations of the           
Commission. For further information about the Company and the securities offered
hereby, reference is made to the Registration Statement and the exhibits        
thereto.                                                                        

   The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy  
of any document incorporated herein by reference, excluding exhibits. Requests  
should be made to Dairy Mart Convenience Stores, Inc., 210 Broadway East,       
Cuyahoga Falls, Ohio 44222, (330) 923-0421, Attention: Investor Relations.      

       While the Warrants are outstanding, the Company will furnish holders of
the Warrants with annual reports containing audited consolidated financial      
statements and quarterly reports containing unaudited interim consolidated      
financial statements.                                                           

2 

POS AM
5th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 5th

RISK FACTORS

       An investment in the shares being offered by this Prospectus involves a
high degree of risk. In addition to the other information contained in this     
Prospectus or incorporated herein by reference, prospective investors should    
carefully consider the following risk factors before purchasing the shares      
offered hereby. This Prospectus contains forward-looking statements which       
involve risks and uncertainties. The Company's actual results may differ        
significantly from the results discussed in the forward-looking statements.     
Factors that might cause such a difference include, but are not limited to, the 
Risk Factors discussed below.                                                   

LEVERAGE; DEBT SERVICE                                                          

At November 1, 1997 the Company had consolidated long-term  
indebtedness of approximately $95.5 million and a ratio of consolidated         
long-term indebtedness to total stockholders' equity of 10.65 to 1. This        
substantial degree of leverage may have adverse consequences on the Company     
including: (i) impairment of the Company's ability to obtain additional         
financing in the future for working capital, capital expenditures or other      
purposes; (ii) required use of a substantial portion of the Company's cash flow 
from operations to make interest and principal payments; (iii) an adverse effect
on the Company's ability to compete with other businesses that may be less      
leveraged; and (iv) the Company's increased vulnerability in the event of a     
downturn in its businesses.                                                     

  The Company has entered into a $30,000,000 senior revolving credit
facility dated April 24, 1996, and amended, as of January 31, 1997 by and among 
the Company and Bank of Boston Connecticut (the "Credit Agreement"), which      
provides for the availibility initially of up to $20 million of aggregate       
extensions of credit of which $15 million will be available for issuance of     
letters of credit. As of November 1, 1997, the Company had no outstanding       
revolving credit loans, and had outstanding letters of credit in the amount of  
$7.7 million. The Credit Agreement contains numerous financial and operating    
covenants and requires periodic repayments of amounts borrowed thereunder.      
There can be no assurance that the Company will be able to maintain compliance  
with the financial covenants that are contained in the Credit Agreement.        
Failure to meet such financial tests or other covenants would result in a       
default thereunder. The Company expects to generate sufficient cash flow from   
operations to meet all of its principal and interest obligations on its and its 
subsidiaries' indebtedness, including indebtedness under the Notes (as          
hereinafter defined) and the Credit Agreement, if any. However, the Company's   
ability to satisfy principal and interest obligations under its credit facility 
will depend upon dividends and other intercompany transfers from its            
subsidiaries, and will be subject to the successful implementation of the       
Company's business strategy and financial, business and other factors affecting 
the business and operations of the Company and its subsidiaries, including      
factors beyond their control, such as prevailing economic conditions. Based     
upon the consolidated long-term indebtedness as of February 1, 1997 principal   
and interest payments required for such indebtedness for fiscal 1998 will       
amount to approximately $13.5 million.                                          

NET LOSSES                                                                      

        The Company has incurred substantial net losses in its last three fiscal
years. For the fiscal years ended February 1, 1997, February 3, 1996, and       
January 28, 1995, the Company experienced net losses of $1,886,000, $6,000,000  
and $11,150,000, respectively. There can be no assurance that the Company will  
not experience annual net losses in the future.                                 

MANAGEMENT CONTROL OF THE COMPANY                                               

DM Associates Limited Partnership ("DM Associates") owns 638,743
shares of the Company's Class B Common Stock. Five of the Company's seven       
directors are currently elected by the holders of the Company's Class B Common  
Stock. The remaining two directors are elected by the holders of the Company's  
Class A Common Stock. The Company's management, Robert B. Stein, Jr. and Gregory
G. Landry, through their control of the general partner of DM Associates, is    
entitled to vote not less than 41.8% of the Company's Class B Common Stock.     
Such 41.8% of the Company's Class B Common Stock constitutes 34.8% of the total 
voting power of both classes of Stock.                                          

3 

POS AM
6th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 6th

      The limited partnership agreement for DM Associates, however, requires
that the general partner of DM Associates consult with HNB Investment Corp., a  
limited partner of DM Associates, before voting any shares at a meeting of the  
Company's shareholders or exercising any consensual rights of such shares. If   
such general partner votes or exercises consensual rights of such shares in a   
manner in which such limited partner does not agree, the limited partner may    
dissolve DM Associates. The limited partnership agreement, as amended December  
12, 1997, provides that DM Associates will cease to exist as of December 12,    
2002.                                                                           

CHANGE OF CONTROL                                                               

        The Company has issued $75,000,000 in principal amount of 10 1/4% Senior
Subordinated Notes due 2004, Series A (the "Series A Notes") and $13,500,000 in 
principal amount of 10 1/4% Senior Subordinated Notes due 2004, Series B (the   
"Series B Notes" and the Series A Notes sometimes collectively the "Notes")     
pursuant to the Amended and Restated Indenture, dated as of December 1, 1995    
(the "Indenture"), among the Company, each of the guarantors of said Notes and  
First Bank National Association, as trustee. Pursuant to the Indenture, each    
holder of Series B and Series A Notes will have the right to require the Company
to repurchase all or any part of such holder's Notes at a repurchase price      
equal to 101% of the current principal amount plus accrued interest to the date 
of repurchase, in the event of the occurrence of a Change of Control as defined 
in the Indenture. Under the Indenture a Change of Control will occur if: (i) any
person or group becomes the beneficial owner of more than 50% of the voting     
power of the capital stock of the Company; (ii) during any two year period the  
persons serving as members of the Board of Directors at the beginning of said   
period cease to comprise a majority of the Board of Directors, (iii) the Company
sells or transfers substantially all of the assets of the Company; (iv)         
acceleration of indebtedness under the Credit Agreement occurs as a result of a 
change in the beneficial ownership of the capital stock of the Company; or (v)  
the Company consolidates or merges with another corporation. As noted in        
"Litigation" below, it is possible that as a result of litigation certain       
voting rights with respect to shares held by DM Associates will vest with the   
Company; in such event it is possible such vesting would constitute a Change in 
Control. If a Change of Control were to occur, the Company may be unable to     
fulfill its obligations to redeem the Notes and to pay principal and interest   
due under the Notes.                                                            

ENVIRONMENTAL COMPLIANCE                                                        

        The Company incurs ongoing costs to comply with federal, state and local
environmental laws and regulations, particularly the comprehensive regulatory   
programs governing underground storage tanks ("USTs") used in the Company's     
gasoline operations. In addition, in the ordinary course of business, the       
Company periodically detects releases of gasoline or other regulated substances 
from USTs it owns or operates. In the past three fiscal years ended February 1, 
1997, the Company recorded expenses which averaged approximately $1.4 million   
annually, net of reimbursements from state trust fund programs, for assessment  
and remediation activities in connection with releases into the environment of  
regulated substances from USTs at the Company's current or former gasoline      
facilities. The Company accrues its estimates of all costs to be incurred for   
assessment and remediation for releases at the time they become known. These    
accruals are adjusted if and when new information becomes known. Due to the     
nature of such releases, the actual costs incurred may vary from these          
estimates, and the ongoing costs of assessment and remediation activities may   
vary significantly from year to year.                                           

   In addition, federal and state regulatory programs mandate that all
existing USTs be upgraded or replaced by December 22, 1998 to meet certain      
environmental protection requirements. The Company presently estimates that in  
addition to the Company's assessment and remediation costs discussed above, it  
will make aggregate capital expenditures ranging from approximately $4.0 million
to $6.0 million over the next two fiscal years to comply with upgrading and     
other UST regulatory requirements. The actual costs incurred may vary           
substantially from these estimates.                                             

STORE EXPANSION                                                                 

    A major component in the Company's growth strategy is to continue to
build new stores and increase its level of gasoline sales. The opening of new   
stores will be dependent upon a number of factors, including general economic   
conditions, anticipated competition in the Company's markets, the availability  
of desirable locations, the ability to negotiate and enter into lease,          
development or acquisition agreements on acceptable terms and the availability  
of financing. The Company's experience has been that new stores contribute      
positively to operating income after their first year of operation. There can be
no assurance that the Company will be able to open, operate or acquire new      
stores on a timely or profitable basis in accordance with the Company's current 
plans. The Company's current plans are to open 6 stores and close 35 stores     
during fiscal 1998.                                                             

COMPETITION                                                                     

The convenience store and retail gasoline industries are highly 
competitive. The number and type of competitors vary by location. The Company   
presently competes with other convenience stores, large integrated gasoline     
service station operators, super market chains, neighborhood grocery stores,    
independent gasoline service stations, fast food operations and other similar   
retail outlets, some of which are well-recognized national or regional retail   
chains. Some of the Company's competitors have greater financial resources than 
the Company. Key competitive factors include, among others, location, ease of   
access, store management, product selection, pricing, hours of operation, store 
safety, cleanliness, product promotions and marketing.                          

4 

POS AM
7th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 7th

   Gasoline sales are very competitive. The Company competes with both
independent and national brand gasoline stations. Gasoline profit margins have a
significant impact on the Company's earnings. These profit margins are often    
influenced by factors beyond the Company's control, such as volatility in the   
wholesale gasoline market, and are continually influenced by competition in each
local market area.                                                              

EFFECT OF WEATHER ON BUSINESS                                                   

      The Company believes that weather conditions have a significant effect
on its sales, as convenience store customers are more likely to go to stores to 
purchase convenience goods and services, particularly higher profit margin items
such as fast food items, fountain drinks and other beverages, when weather      
conditions are favorable. Accordingly, the Company's stores generally experience
significantly higher revenues and profit margins during the warmer weather      
months, which fall within the Company's second and third fiscal quarters. If    
weather conditions are not favorable in the second and third fiscal quarters,   
the Company's performance may be adversely affected.                            

GOVERNMENT REGULATION AND POTENTIAL LEGISLATION                                 

 The Company is subject to numerous federal, state and local laws,
regulations and ordinances. In addition, various federal, state and local       
legislative and regulatory proposals are made from time to time to, among other 
things, increase the minimum wage payable to employees, and increase taxes on,  
and regulation of, the retail sale of certain products, such as tobacco products
and alcoholic beverages. Changes to such laws, regulations or ordinances may    
adversely affect the Company's performance by increasing the Company's costs or 
affecting its sales of certain products. To the best of the Company's knowledge 
it is currently in material compliance with the federal, state and local laws,  
regulations and ordinances.                                                     

NO PRIOR MARKET FOR THE WARRANTS                                                

    The Warrants are not listed on the NASDAQ Stock Market or a national
securities exchange. It is unlikely that an active trading market will develop  
for the Warrants. Accordingly, the purchasers of the Warrants may not be readily
able to liquidate their investments. If an active trading market develops for   
the Warrants, future trading prices of such securities will depend on many      
factors, including, among other things, the Company's results of operations and 
the market for similar securities. Depending on these and other factors,        
including the financial condition of the Company, the market price for the      
Warrants may be adversely affected.                                             

EFFECT OF WARRANT EXERCISE ON STOCK PRICE                                       

        The exercise of all the Warrants will result in an increase of shares of
Class A Common Stock issued and outstanding of 55% of the currently issued and  
outstanding shares. Sales of a substantial amount of shares of Class A Common   
Stock received pursuant to the exercise of the Warrants in the public market    
could adversely affect the prevailing market price of the Class A Common Stock. 

EFFECT OF LACK OF EFFECTIVE REGISTRATION STATEMENT                              

       In the event a holder of a Warrant, who is an affiliate of the Company,
as defined in Rule 144 under the 1933 Act, and who has exercised, in whole or   
part, such Warrants while an effective registration statement was in effect,    
sells shares of Class A Common Stock in the absence of an effective registration
statement such holder may be deemed to be an underwriter and will be subject to 
the volume and certain other requirements of Rule 144. In the absence of an     
effective registration statement, the Warrants and shares of Class A Common     
Stock received upon the exercise of a Warrant in such absence will be "         
restricted securities" and subject to substantial restrictions on               
transferability. See "Description of Class A Common Stock and Warrants-         
Warrants."                                                                      

LITIGATION                                                                      

     The Company is currently involved in two derivative lawsuits in which
the plaintiffs allege, among other things, that in connection with the Company's
purchase of certain interests from Charles Nirenberg, a former stockholder,     
director and officer of the Company (the "Nirenberg Transaction"), the Board of 
Directors violated their fiduciary duty to the Company and its stockholders,    
violated provisions of Delaware corporate law and wasted corporate assets. The  
plaintiffs seek, among other things, a declaration that the current structure of
the general partner of DM Associates is invalid and that certain voting rights  
with respect to the Class B Common Stock held by DM Associates should be vested 
in the Company. Although the Company is contesting these claims, if the Company 
became a general partner of DM Associates, a Change of Control of the Company   
under the Indenture could result. If a Change of Control were to occur, the     
Company may be unable to fulfill its obligations to redeem the Notes and to pay 
principal and interest due under the Notes. In addition, if a plaintiff pursues 
this claim, management of the Company could be forced to commit time and        
resources to the defense of this action. There can be no assurance that this    
claim will not have a material adverse effect on the Company's business,        
operating results and financial condition. The Company is not able to determine 
at this time what the outcome of such litigation might be.                      

5 

POS AM
8th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 8th

THE COMPANY 

       Dairy Mart was founded in 1957 and operates one of the nation's largest
convenience store chains. As of the fiscal year ended February 1, 1997, the     
Company operated or franchised approximately 811 stores under the "Dairy Mart"  
name in 11 states located in the Northeast, Midwest and Southeast, of which 360 
stores sold gasoline and 268 stores were franchised.                            

     On June 21, 1997, Dairy Mart Convenience Stores, Inc. (the "Company")
completed the sale of the assets relating to 156 convenience store and gasoline 
locations in Connecticut, Massachusetts, Rhode Island, and New York to DB       
Companies, Inc. The Company received cash consideration of approximately $39.3  
million in the sale transaction.                                                

   Dairy Mart stores offer a wide range of products and services which
cater to the convenience needs of its customers, including milk, ice cream,     
groceries, beverages, snack foods, candy, deli products, publications, health   
and beauty aids, tobacco products, lottery tickets and money orders. The stores 
are typically located in densely populated, suburban areas on sites which are   
easily accessible to customers and provide ample parking. Dairy Mart stores are 
generally free standing structures which are well-lit and are designed to       
encourage customers to purchase high profit margin products, such as deli items,
coffee, fountain drinks and other fast food items.                              

   The Company is incorporated in Delaware and maintains its principal
executive offices at 210 Broadway East, Cuyahoga Falls, Ohio 44222. The         
Company's telephone number is (330) 923-0421.                                   

SELLING STOCKHOLDERS

    The securities offered hereby by the Selling Stockholders consist of
Warrants to purchase 1,715,000 shares of Class A Common Stock and 1,715,000     
shares of Class A Common Stock issuable upon exercise of the Warrants. The      
Warrants were acquired by the Selling Stockholders (i) in connection with the   
issuance and sale by the Company of its Series B Notes and Warrants pursuant to 
several Note and Warrant Purchase Agreements dated as of December 1, 1995       
between the Company and the Selling Stockholders (filed as an exhibit to the    
Registration Statement) and (ii) the issuance of Warrants to the holders of the 
Company's Series A Notes. The following table sets forth information with       
respect to the beneficial ownership of the Company's Class A Common Stock as of 
January 30, 1998 (including shares of Class A Common Stock issuable upon        
exercise of the Warrants) and as adjusted to reflect the sale of the            
Warrants/Class A Common Stock offered hereby by each Selling Stockholder. None  
of the Selling Stockholders has had a material relationship with the Company    
within the past three years other than as a result of the ownership of the      
Warrants and the Notes.                                                         

6 

POS AM
9th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 9th

                                                        [Enlarge/Download Table]


                                                                        Number of                                                  
                                                                    Shares of Class A    Percent                       Number of   
                                                                       Common Stock     of Class A                     Shares of   
                                                                       Beneficially       Common        Percent of   Class A Common
                                                                      Owned Prior to      Stock          Warrants     Stock Being  
Selling Stockholder                                                     Offering(l)   Outstanding(2)  Outstanding(3)   Offered(4)  
-------------------                                                     -----------   --------------  ---------------  ----------  

                                                                                                                                   
The IDS Mutual Fund Group(5)                                                372,999          12.0%         21.7%         372,999   
OKGBD & Co. (6)                                                             360,001          11.6%         21.0%         360,001   
Triumph-Connecticut Limited Partnership(7)                                  765,000          24.7%         44.6%         765,000   
Evelyn R. Cross                                                                  60             *             *               60   
Margaret H. Effinger, Trustee of the Margaret E. Effinger Trust                  67             *             *               67   
Robert O. Effinger, Trustee of the Robert O. Effinger Trust                      33             *             *               33   
Joseph E. Golder, Trustee of the Joseph E. Golder Trust                         167             *             *              167   
Vernell B. Markle, Trustee of Vernell B. Markle Trust                            67             *             *               67   
Doris I. Morrison and William I. Morrison, Trustees of the                                                                         
 Doris I. Morrison Revocable Living Trust                                        67             *             *               67   
Patricia Morrow                                                                  67             *             *               67   
Ruth M. Wilson Revocable Trust                                                  100             *             *              100   
Harold Haller and Glenda Haller, Joint Tenants                                   67             *             *               67   
Jeanne A. Biz                                                                    33             *             *               33   
Chanoch Inc. Defined Benefit Plan                                                67             *             *               67   
Roy W. Gividen and M. Gladys Gividen, Joint Tenants                              67             *             *               67   
Desdie B. Smith and Martha S. Harris, Joint Tenants                              67             *             *               67   
Dr. A. Kanter P.C. Pension Plan B                                               100             *             *              100   
Robert J. Lynch and Emma J. Lynch, Joint Tenants                                 27             *             *               27   
Margaret M. O'Neil                                                               67             *             *               67   
Agenor C. Rochet                                                                400             *             *              400   
R. Burns Ross, Trustee of the R. Burns Ross Trust                                67             *             *               67   
Benjamin Schwartz and Beatrice Schwartz, Joint Tenants                          167             *             *              167   
Bernard Shapiro                                                                 133             *             *              133   
Linda Shields                                                                   167             *             *              167   
Dean Witter Reynolds, Inc.                                                      667             *             *              667   
Prudential Securities, Inc.                                                   1,627             *             *            1,627   
Fechtor, Detwiler & Co.                                                         134             *             *              134   
Charles Schwab & Co.                                                            654             *             *              654   
Herzog, Heine, Geduld, Inc.                                                   1,787             *             *            1,787   
Smith Barney Inc.                                                               167             *             *              167   
JJB Hilliard, WL Lyons, Inc.                                                  2,240             *             *            2,240   
Lack & Lindsay                                                               10,533             *             *           10,533   
Emp & Co.                                                                     9,999             *             *            9,999   
Charles Schwab & Co.                                                          6,666             *             *            6,666   
J.B. Hanauer & Co.                                                            1,434             *             *            1,434   
Patterson & Co.                                                               1,334             *             *            1,334   
Merrill, Lynch, Pierce, Fenner & Smith                                           67             *             *               67   
J. Romeo & Co.                                                               23,632             *           1.4%          23,632   
Hare & Co.                                                                   23,331             *           1.4%          23,331   
Giles B. Mizock Irrevocable Trust                                                66             *             *               66   
Claro L. Lavina M.D., P.A FBO Claro L. Lavina Profit Sharing Plan               332             *             *              332   
A.G. Edwards & Sons, Inc.                                                         2             *             *                2   
William M. Casey, Trustee, William M. Casey and                                                                                    
 Joanne L. Casey Family Trust                                                    66             *             *               66   
Elaine W. Jaspan                                                                999             *             *              999   
Paine Webber Inc.                                                                 2             *             *                2   
Hare & Co.                                                                      167             *             *              167   
Bear Stearns Securities                                                      17,166             *           1.0%          17,166   
Salkeld & Co.                                                                 1,667             *             *            1,667   
A.G. Edwards & Sons, Inc., Custodian For Lester R. Mapes IRA Acct               333             *             *              333   
Abby B. Burden                                                                   99             *             *               99   
Joseph A. Penner, M.D.                                                          134             *             *              134   
Small Family Ltd. Partnership                                                   134             *             *              134   
Hare & Co.                                                                   33,330           1.1%          1.9%          33,330   
Ferris, Baker, Watts, Inc.                                                    1,167             *             *            1,167   
Genius & Co.                                                                    666             *             *              666   
Gesture & Co.                                                                   666             *             *              666   
Linnet & Co.                                                                  4,999             *             *            4,999   
Awl & Co.                                                                    14,998             *             *           14,998   
Battlehold & Co.                                                              1,666             *             *            1,666   
Locker & Co.                                                                      5             *             *                5   
Janice K. Warner                                                                133             *             *              133   
Societe Generale Securities Corp.                                             8,333             *             *            8,333   
Bear Stearns Securities Corp.                                                 2,535             *             *            2,535   
Hare & Co.                                                                    6,331             *             *            6,331   
Herzog, Heine, Geduld, Inc., Custodian FBO James J. Bryant IRA                  167             *             *              167   
J. Romeo & Company                                                              166             *             *              166   
Knotty & Company                                                              6,666             *             *            6,666   
Atwell & Co.                                                                 15,839             *             *           15,839   
E.S. Bertalmio and A. Bertalmio, Trustees of the                                                                                   
  Albert Bertalmio Trust                                                        166             *             *              166   
MAC & Co.                                                                    11,666             *             *           11,666   
Cede & Co.                                                                        5             *             *                5   
                                                                          ---------          ----         -----        ---------   
   Total:                                                                 1,715,000          55.4%        100.0%       1,715,000   

---------------------------------------------------                                                                                
<FN>                                                                                                                               
*Less than 1% of the outstanding class of security.                                                                                

(1)  Includes shares of Class A Common Stock issuable upon exercise of the                                                         
     Warrants. The persons named in this table have sole voting and investment                                                     
     power with respect to all shares of Class A Common Stock shown as                                                             
     beneficially owned by them, subject to the information contained in the                                                       
     footnotes to this table.                                                                                                      

(2)  Rounded to nearest one-tenth of one percent, based on 3,096,369 shares of                                                     
     Class A Common Stock outstanding on November 1, 1997.                                                                         

(3)  Rounded to nearest one-tenth of one percent, based on 1,715,000 warrants                                                      
     outstanding on November 1, 1997.                                                                                              

(4)  The Selling Stockholders may offer and sell the Warrants held by them, or                                                     
     may elect to exercise the Warrants and offer and sell the shares of Class A                                                   
     Common Stock acquired thereby, or may offer and sell a combination of                                                         
     Warrants and shares of Class A Common Stock. Therefore, no estimate can be                                                    
     given as to the amount and percentage of the Class A Common Stock to be                                                       
     owned by each Selling Stockholder after the completion of the offering.                                                       

(5)  Includes Warrants held of record: (1) by VAR & Co. as nominee for IDS Bond                                                    
     Fund, Inc., and IDS Extra Income Fund, Inc. and (2) by Wrap Fund Co. as                                                       
     nominee for IDS Life Special Income Fund, Inc. Management Trust.                                                              

(6)  Includes Warrants held for record by OKGBD & Co. as nominee for SunAmerica,                                                   
     Inc. and affiliates and formerly held of record by SunAmerica, Inc.,                                                          
     SunAmerica Life Insurance Company, and First SunAmerica Life Insurance                                                        
     Company.                                                                                                                      

(7)  Triumph-Connecticut Limited Partnership ("Tri-Conn") has shared voting and                                                    
     investment power with respect to all shares of Class A Common Stock shown                                                     
     as beneficially owned by them. The sole general partner of Tri-Conn is                                                        
     Triumph-Connecticut Capital Advisors Limited Partnership, the managing                                                        
     general partner of which is Frederick W. McCarthy. Thomas W. Janes, as                                                        
     affiliate of Tri-Conn, is a director of the Company.                                                                          

POS AM
10th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 10th

PLAN OF DISTRIBUTION

       The 1,715,000 Warrants and the 1,715,000 shares of Class A Common Stock
of the Company offered hereby may be offered and sold from time to time by the  
Selling Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such offers and sales may be made from time to time on one or more    
exchanges, subject to applicable listing requirements, or in the                
over-the-counter market, or otherwise, at prices and on terms then prevailing or
at prices related to the then-current market price, or in negotiated            
transactions. The Warrants and the shares of Class A Common Stock may be sold by
one or more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell such securities as agent but may position and      
resell a portion of the block as principal to facilitate the transaction; (b)   
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account; (c) an exchange distribution in accordance with the rules of   
such exchange; (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (e) privately negotiated transactions; and (f) a    
combination of any such methods of sale. In effecting sales, brokers or dealers 
engaged by the Selling Stockholders may arrange for other brokers or dealers to 
participate. Brokers or dealers may receive commissions or discounts from       
Selling Stockholders or from the purchasers in amounts to be negotiated         
immediately prior to the sale. The Selling Stockholders may also sell such      
securities in accordance with Rule 144 under the 1933 Act.                      

The Company has agreed to use its best efforts to maintain the  
effectiveness of the registration of the Warrants and the shares of Class A     
Common Stock being offered hereunder for a period of at least three years or    
such shorter period which will terminate when all of the Warrants and the shares
of Class A Common Stock offered hereby have been sold.                          

        The Selling Stockholders and any brokers participating in such sales may
be deemed to be underwriters within the meaning of the 1933 Act. There can be no
assurance that the Selling Stockholders will sell any or all of the Warrants and
the shares of Class A Common Stock offered hereunder.                           

    All proceeds from any such sales will be the property of the Selling
Stockholders, who will bear the expense of underwriting discounts and selling   
commissions, if any.                                                            

DESCRIPTION OF CLASS A COMMON STOCK AND WARRANTS

  The authorized capital stock of the Company consists of 20,000,000
shares of Class A Common Stock, par value $.01 per share (the "Class A Common   
Stock"), 10,000,000 shares of Class B Common Stock, par value $.01 per share    
(the "Class B Common Stock" and, together with the Class A Common Stock, the    
"Common Stock") and 1,000,000 shares of Serial Preferred Stock, par value $.01  
per share (the "Serial Preferred Stock").                                       

VOTING RIGHTS--COMMON STOCK                                                     

     As of November 1, 1997, there were 3,096,369 shares of Class A Common
Stock issued and outstanding held of record by approximately 620 stockholders   
and 1,528,049 shares of Class B Common Stock issued and outstanding held of     
record by approximately 415 stockholders.                                       

      Holders of Class A Common Stock are entitled to elect 25% of the Board
of Directors (rounded up to the nearest whole number) elected by the holders of 
Common Stock so long as the number of outstanding shares of Class A Common Stock
is at least 10% of the total number of outstanding shares of both classes of    
Common Stock. Currently, the holders of Class A Common Stock are entitled, as a 
class, to elect two directors of the Company, and the holders of the Class B    
Common Stock are entitled, as a class, to elect the remaining five directors.   
The holders of a majority of the Class B Common Stock can and will continue to  
be able to elect a majority of the directors elected by the holders of Common   
Stock, so long as the number of outstanding shares of Class B Common            

8 

POS AM
11th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 11th

Stock is at least 12.5% of the number of outstanding shares of both classes of  
Common Stock. If the number of outstanding shares of Class B Common Stock falls 
below that percentage, directors not elected by the holders of Class A Common   
Stock will be elected by the holders of both classes of Common Stock, with      
holders of Class A Common Stock having one-tenth vote per share and holders of  
Class B Common Stock having one vote per share.                                 

      Directors may be removed, with or without cause, by the holders of the
class or classes of Common Stock that elected them. Vacancies in a directorship 
may be filled by the vote of the class of shares that had previously filled that
vacancy, or by the remaining directors of that class; however, if there are no  
such directors, the vacancy may be filled by the remaining directors.           

   After the exercise of the Warrants and the issuance and sale of the
Class A Common Stock offered by this Prospectus, the outstanding shares of that 
class will be 76% (assuming no conversions of Class B Common Stock and no       
additional issuances of Common Stock prior to the exercise of the Warrants) of  
the total number of shares of both classes outstanding. If the number of        
outstanding shares of Class A Common Stock should become less than 10% of the   
total number of outstanding shares of both classes of Common Stock, the holders 
of Class A Common Stock would not have the right to elect 25% of the Board of   
Directors elected by the holders of Common Stock. Directors would then be       
elected by all stockholders voting as one class, except holders of Class A      
Common Stock would have one-tenth vote per share and holders of Class B Common  
Stock would have one vote per share. The holders of Class A Common Stock and    
Class B Common Stock must vote together as a single class in order to amend the 
Company's Certificate of Incorporation to increase or decrease the aggregate    
number of authorized shares of any class or classes of stock.                   

      Except for the election or removal of directors as described above and
except for class votes as required by law, holders of both classes of Common    
Stock vote or consent as a single class on all matters, with each share of Class
A Common Stock having one-tenth vote per share and each share of Class B Common 
Stock having one vote per share. The present holders of Class B Common Stock    
will have approximately 44% (assuming no conversions of Class B Common Stock and
no additional issuances of Common Stock prior to the exercise of the Warrants)  
of the combined voting power of both classes of Common Stock after the          
conversion of the Warrants and the issuance and sale of the Class A Common Stock
offered by this Prospectus.                                                     

DIVIDENDS--COMMON STOCK                                                         

  Cash or property dividends can be declared and paid on the Class A
Common Stock without being declared and paid on the Class B Common Stock. No    
cash or property dividend may be paid on the Class B Common Stock unless a      
dividend at least equal in amount per share is paid concurrently on the Class A 
Common Stock.                                                                   

        Dividends paid on shares of Class A Common Stock or Class B Common Stock
may be paid only as follows:                                                    

              (i) shares of Class A Common Stock may be paid only to holders
   of shares of Class A Common Stock unless there is no Class A Common
      Stock outstanding, and shares of Class B Common Stock may be paid only
to holders of Class B Common Stock; and                         

               (ii) the same number of shares shall be paid in respect of each
        outstanding share of Class A and Class B Common Stock. For example, if a
       stock dividend of two shares of Class A Common Stock were paid for each
     share of Class A Common Stock held, a stock dividend of two shares of
   Class B Common Stock would simultaneously be paid for each share of
Class B Common Stock held.                                      

        The Company has not paid any cash dividends during the last three fiscal
years and pursuant to loan covenants contained in the Credit Agreement, is      
currently restricted from paying any dividends on its capital stock.            

9 

POS AM
12th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 12th

CONVERSION--COMMON STOCK                                                        

   At the option of the holder of record, each share of Class B Common
Stock is convertible at any time into one share of Class A Common Stock.        
Conversion of a significant number of shares of Class B Common Stock into Class 
A Common Stock could put control of the entire Board of Directors into the hands
of the current holders of the Class B Common Stock.                             

OTHER RIGHTS--COMMON STOCK                                                      

 Shareholders of the Company have no preemptive or other rights to
subscribe for additional shares. On liquidation, dissolution or winding up of   
the Company, all shareholders, regardless of class, are entitled to share       
ratably in any assets available for distribution to holders of shares of Common 
Stock. No shares of either class are subject to redemption. All outstanding     
shares are, and all shares of Class A Common Stock offered by this Prospectus   
will be, when sold, legally issued, fully paid and nonassessable. The Company   
may not subdivide or combine shares of either class without at the same time    
proportionally subdividing or combining shares of the other class.              

TRANSFER AGENT                                                                  

       The transfer agent and registrar for shares of the Class A Common Stock
and Class B Common Stock is the American Stock Transfer Company.                

SERIAL PREFERRED STOCK                                                          

     The Board of Directors may, without action of the shareholders of the
Company, issue Preferred Stock from time to time in one or more series with     
distinctive serial designations.                                                

      The Board of Directors is authorized to determine, among other things,
with respect to each series which may be issued: (i) the dividend rate and      
conditions and the dividend preferences, if any; (ii) whether dividends would be
cumulative and, if so, the date from which dividends on such series would       
accumulate; (iii) whether, and to what extent, the holders of such series would 
enjoy voting rights, if any, in addition to those prescribed by law; (iv)       
whether, and upon what terms, such series would be convertible into or          
exchangeable for shares of any other class of capital stock or other series of  
Preferred Stock; (v) whether, and upon what terms, such series would be         
redeemable; (vi) whether or not a sinking fund would be provided for the        
redemption of such series and, if so, the terms and conditions thereof; and     
(vii) the preference, if any, to which such series would be entitled in the     
event of voluntary or involuntary liquidation, dissolution or winding up of the 
Company. With regard to dividends, redemption and liquidation preference, any   
particular series of Preferred Stock may rank junior to, on a parity with or    
senior to any other series of Preferred Stock and any class of the Common Stock.

     It is not possible to state the actual effect of the authorization of
the Preferred Stock upon the rights of holders of the Common Stock, either Class
A or Class B, until the Board of Directors determines the specific rights of the
holders of a series of the Preferred Stock. However, such effects might include 
(a) restrictions on dividends on the Common Stock if dividends on Preferred     
Stock have not been paid; (b) dilution of the voting power of the Common Stock  
to the extent that the Preferred Stock has voting rights; (c) dilution of the   
equity interest of the Common Stock to the extent that the Preferred Stock is   
converted into Common Stock; or (d) the Common Stock not being entitled to share
in the Company's assets upon liquidation until satisfaction of any liquidation  
preference granted the holders of the Preferred Stock. Issuance of Preferred    
Stock, while providing desirable flexibility in connection with possible        
acquisitions and other corporate purposes, could make it more difficult for a   
third party to acquire a majority of the                                        

10

POS AM
13th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 13th

outstanding voting stock. Accordingly, the issuance of Preferred Stock may be   
used as an "anti-takeover" device without further action on the part of the     
shareholders of the Company. The Company has no present plans to issue any      
shares of Preferred Stock.                                                      

WARRANTS                                                                        

 As of November 1, 1997, there were Warrants to purchase 1,715,000
shares of Series A Common Stock issued and outstanding, held of record by 70    
holders.                                                                        

        The Warrants were issued pursuant to several (Series B) Note and Warrant
Purchase Agreements between the Company and certain purchasers dated as of      
December 1, 1995 (the "Series B Purchase Agreements") and the Amended and       
Restated Indenture, dated as of December 1, 1995, among the Company, certain    
guarantors and First National Bank, as trustee (the "Indenture"), pursuant to   
which the Series A Notes were issued. The following statements are subject to   
the detailed provisions of the Series B Purchase Agreements, the Indenture and  
the Warrants and are qualified in their entirety by reference to the Series B   
Purchase Agreements, the Indenture and the Warrants, copies of the form of which
have been filed as exhibits to the Registration Statement of which this         
Prospectus is a part.                                                           

        At any time until December 1, 2001, each Warrant entitles the registered
holder to purchase the number of shares of the Company's Class A Common Stock   
specified in such warrant at an exercise price of $5.45 per share. The Warrants 
may be exercised by surrendering to the Company or its designated agent the     
Warrants and the payment of the exercise price (i) by wire transfer, cash, check
or money order, payable in United States funds, (ii) by delivering the Series A 
Notes and Series B Notes, (iii) to the extent permitted by the Indenture and the
Credit Agreement by authorizing the Company to withhold from such issuance of   
shares of Common Stock upon exercise of the Warrant a number of Shares of Common
Stock determined by dividing the warrant exercise price by the closing Class A  
Common Stock price on the date immediately preceding the exercise date or (iv)  
any combination thereof. No fractional shares of Class A Common Stock will be   
issued in connection with the exercise of Warrants. If the holder would         
otherwise be entitled to receive a fractional share of Class A Common Stock, the
number of shares issuable upon exercise will be rounded up to the next larger   
whole share. The Company is required to keep available a sufficient number of   
authorized shares of Class A Common Stock for issuance to permit exercise of the
Warrants. The Warrants are not redeemable by the Company.                       

        The Warrants will expire at 5:00 pm., New York time on December 1, 2001.
In the event a holder of Warrants fails to exercise the Warrants prior to their 
expiration, the Warrants will expire and the holder thereof will have no further
rights with respect to the Warrants. A holder of Warrants does not have any     
rights, privileges or liabilities as a stockholder of the Company.              

    The exercise price of the Warrants and the number of shares issuable
upon exercise of the Warrants are subject to adjustment to protect against      
dilution in the event of stock dividends, stock splits, combinations,           
subdivisions, reclassifications, purchases or redemptions of Class B Common     
Stock at a price greater than the Class A Common Stock, or issuances of Class A 
Common Stock (or convertible securities, options, grants or other rights to     
purchase Class A Common Stock, excluding shares issuable upon exercise of       
currently outstanding options and up to 650,000 shares issuable for future      
grants under the Company's option plans) at a price less than the greater of the
market price or warrant price of Class A Common Stock. The adjustments to the   
exercise price and number of shares                                             

11

POS AM
14th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 14th

issuable upon exercise of the Warrants occurs at the time of issuance of a      
convertible security, option or right, and in the event such convertible        
securities, options or rights later expire or terminate, the exercise price of  
the Warrants may be increased and the number of shares issuable upon exercise of
the Warrants may be decreased. No assurance can be given that the market price  
of the Company's Class A Common Stock will exceed the exercise price of the     
Warrants at any time during the exercise period.                                

  Holders of the Warrants have the right to exercise the Warrants to
purchase shares of Class A Common Stock whether or not an effective registration
statement relating to such shares is then in effect and whether or not the      
shares are qualified for sale under the securities laws of the jurisdictions in 
which the various holders of the Warrants reside. In the event the holders of   
the Warrants exercise the Warrants in the absence an effective registration     
statement relating to such shares and qualification for sale under the          
securities laws of the various jurisdictions, the Warrants and the shares issued
upon exercise of the Warrants will be "restricted securities" as that term is   
defined under the Securities Act. As such, the shares will not be transferable  
in the absence of an effective registration statement or an opinion from counsel
that an exemption therefrom exists, and the value of the Warrants and the shares
may be materially affected. The Company generally must be notified prior to the 
transfer of such restricted securities, although certain transfers of such      
"restricted securities" to institutional accredited investors may be effected   
without prior notice to the Company. The Company has undertaken to maintain the 
effectiveness of the Registration Statement of which this Prospectus is a part  
for a period of three years or such shorter period which will terminate when all
of the Warrants and the shares of Class A Common Stock offered hereby have been 
sold, but there can be no assurance that the Company will be able to do so. The 
Warrants may be deprived of any value if this Prospectus is not kept effective  
or if the Warrants or such Class A Common Stock are not qualified or exempt from
qualification in the jurisdictions in which the holders of the Warrants reside. 
In the event a holder of a Warrant who is an affiliate of the Company as defined
in Rule 144 under the 1933 Act and who has exercised, in whole or part, such    
Warrants while an effective registration statement was in effect, sells shares  
of Class A Common Stock in the absence of an effective registration statement,  
such sale will be subject to the volume and certain other requirements of Rule  
144 under the 1933 Act.                                                         

       For the life of the Warrants, a holder thereof is given the opportunity
to profit from a rise in the market price of the Class A Common Stock that may  
result in a dilution of the interest of other stockholders. In addition, the    
Company may find it more difficult to raise equity capital if it should be      
needed for the business of the Company while the Warrants are outstanding. At   
any time when the holders of Warrants might be expected to exercise them, the   
Company would, in all likelihood, be able to obtain additional equity capital on
terms more favorable than those provided in the Warrants.                       

       The Company does not intend to apply for the listing of the Warrants on
the NASDAQ Stock Market, or a national securities exchange. In the event the    
Warrants are so listed there is no assurance that an active trading market will 
develop for the Warrants. Accordingly, the purchasers of the Warrants may not   
be readily able to liquidate their investments. If an active trading market     
develops for the Warrants, future trading prices of such securities will depend 
on many factors including, among other things, the Company's results of         
operations and the market for similar securities. Depending on these and other  
factors, including the financial condition of the Company, the market price for 
the Warrants may be adversely affected.                                         

        The exercise of all the Warrants will result in an increase of shares of
Class A Common Stock issued and outstanding of 55% of the currently issued and  
outstanding shares. Sales of a substantial amount of shares of Class A Common   
Stock received pursuant to the exercise of the Warrants in the public market    
could adversely affect the prevailing market price of the Class A Stock.        

CERTAIN LEGAL MATTERS 

      The validity of the issuance of the Warrants and the shares of Class A
Common Stock offered hereby is being passed upon for the Company by Mintz,      
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts.            

EXPERTS 

     The Consolidated Financial Statements and schedule of the Company for
each of the three years in the period ended February 1, 1997, incorporated by   
reference into this Prospectus, have been audited by Arthur Andersen LLP,       
Independent Public Accountants, as indicated in their reports with respect      
thereto, and are included herein in reliance upon the authority of said firm as 
experts in giving said reports.                                                 

DOCUMENTS INCORPORATED BY REFERENCE 

    The following documents filed by the Company with the Commission are
incorporated herein by reference:                                               

12

POS AM
15th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 15th

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997, as amended by Amendments No. 1, 2, and 3 on Forms 10-K/A.     

  (b) The Company's Current Report on Form 8-K dated March 19, 1997.

      (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 3, 1997.                                                              

 (d) The Company's Current Report on Form 8-K dated June 21, 1997.

      (e) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended August 2, 1997, as amended by Amendment No. 1 on Form 10-Q/A.             

     (f) The Company's Current Report on Form 8-K dated December 12, 1997.

      (g) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended November 1, 1997.                                                         

      Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to 
the extent that a statement contained herein modifies or supersedes such        
statement. Any statement modified or superseded shall not be deemed, except as  
modified or superseded, to constitute part of this Prospectus.                  

      This Prospectus is accompanied by the Company's Form 10-K, as amended,
for the fiscal year ended February 1, 1997 and Form 10-Q for the Quarter        
ended November 1, 1997. The Company will provide to each person to whom this    
Prospectus is delivered, including any beneficial owner of Warrants, upon       
written or oral request of such person, a copy of the documents incorporated by 
reference into this Prospectus (not including exhibits to such documents unless 
the exhibits are specifically incorporated by reference into the documents      
which this Prospectus incorporates). Requests for such documents should be      
directed to the Company at Dairy Mart Convenience Stores, Inc., 210 Broadway    
East, Cuyahoga Falls, Ohio 44222; Attention: Investor Relations, telephone      
number (330) 923-0421.                                                          

13

POS AM
16th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 16th

================================================================================

      No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this   
Prospectus, and, if given or made, such information or representations must not 
be relied upon as having been authorized by the Company or any Underwriter. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy to any person in any jurisdiction in which such offer or solicitation would 
be unlawful. Neither the delivery of this Prospectus nor any offer or sale      
hereunder shall, under any circumstances, create any implication that there has 
been no change in the affairs of the Company or that the information contained  
herein is correct as of any date subsequent to the date hereof.                 

----------------- 

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                     Page
                                                                     ----
                                                                         
Available Information .............................................    2 
Risk Factors ......................................................    3 
The Company .......................................................    6 
Selling Stockholders ..............................................    6 
Plan of Distribution ..............................................    7 
Description of Class A Common Stock and Warrants...................    8 
Certain Legal Matters .............................................   12 
Experts ...........................................................   12 
Documents Incorporated by Reference ...............................   12 

DAIRY MART CONVENIENCE
STORES, INC.

1,715,000 
CLASS A COMMON STOCK
PURCHASE WARRANTS AND 
1,715,000 SHARES OF CLASS 
A COMMON STOCK

--------------
PROSPECTUS
--------------

--------------

================================================================================

14

POS AM
17th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 17th

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS 
        --------------------------------------

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

  The following expenses incurred in connection with the sale of the
securities being registered will be borne by the Registrant. Other than the     
registration fee, the amounts stated are estimates.                             

                                                                [Download Table]
                                             
Registration Fee                   $ 4,110.00
Legal Fees and Expenses             25,000.00
Accounting Fees and Expenses        10,000.00
Miscellaneous                        2,000.00
                                   ----------
TOTAL                              $41,110.00
                                   ==========


No portion of the above-listed fee will be borne by the Selling 
Stockholders. In connection with the sale of the securities being registered,   
the Selling Stockholders will pay underwriting discounts and selling            
commissions, if any, and the fees of additional legal counsel, if any, for the  
Selling Stockholders.                                                           

ITEM 15.  INDEMNIFICATION OF OFFICERS AND DIRECTORS                             

   Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a corporation has the power to indemnify its officers and
directors against the expenses, including attorney's fees, judgments, fines or  
settlement amounts, actually and reasonably incurred by them in connection with 
the defense of any action by reason of being or have been directors or officers,
if such person shall have acted in good faith and in a manner reasonably        
believed to be in or not opposed to the best interests of the corporation,      
except that if such action shall be in the right of the corporation, no such    
indemnification shall be provided as to any claim, issue or matter as to which  
such person shall have been judged to have been liable to the corporation unless
and to the extent that the Court of Chancery of the State of Delaware, or       
another court in which the suit was brought, shall determine upon application   
that, in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity. The Registrant's certificate of incorporation 
provides for indemnification of its directors and officers to the fullest extent
permitted by the DGCL.                                                          

        As permitted by Section 102 of the DGCL, the Registrant's certificate of
incorporation provides that no director shall be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director    
other than: (i) for breaches of the director's duty of loyalty to the Registrant
or its stockholders; (ii) for acts or omissions not in good faith or which      
involve intentional misconduct or a knowing violation of law; (iii) for the     
unlawful payment of dividends or unlawful stock purchases or redemptions under  
Section 174 of the DGCL; and (iv) for any transaction from which the director   
derived an improper personal benefit.                                           

        The Registrant has purchased a liability insurance policy which insures:
(i) the Registrant, under certain circumstances, in the event it indemnifies a  
director or officer of the Registrant or the subsidiary pursuant to the         
foregoing provisions of the certificate of incorporation or by-laws of the      
Registrant or otherwise: and (ii) directors and officers, under certain         
circumstances, against liability and costs (including the cost of defending any 
action) incurred by directors or officers in their capacity as such.            

      In addition, the Registration Rights Agreement dated as of December 1,
1995, filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q   
for the fiscal quarter ended October 28, 1995, incorporated herein by reference,
provides for indemnification by the Registrant of the Selling Stockholders      
against certain liabilities under the 1933 Act, the 1934 Act, state securities  
laws or otherwise, and provides for indemnification by the Selling              

II-1

POS AM
18th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 18th

Stockholders of the Registrant and its directors, its officers and certain      
control persons against certain liabilities under the 1933 Act, the 1934 Act,   
state securities laws, or otherwise.                                            

ITEM 16.  EXHIBITS.                                                             

                                                                [Download Table]

Exhibit                                                                         
Number   Description                                                            
------   -----------                                                            

                                                                                
4.1      The Registrant's Restated Certificate of Incorporation (incorporated by
         reference to Exhibits 3.1 to the Registrant's Annual Report on Form    
         10-K for the fiscal year ended February 1, 1992.                       

4.2      The Registrant's Amended and Restated Bylaws (incorporated by reference
         to Exhibit 3.2 to the Registrant's Form 1O-Q for the fiscal quarter    
         ended July 29, 1995).                                                  

4.3      Instruments defining the rights of the holders of the Registrant's     
         Common Stock (incorporated by reference to Exhibit 4.1 to the          
         Registrant's Registration Statement on Form 5-1 (Registration No.      
         33-639)) dated November 5, 1985                                        

4.4      Form of Stock Purchase Warrant to Subscribe for and Purchase Shares of 
         Class A Common Stock of the Registrant (Initially Exercisable for an   
         Aggregate of 1,215,000 Shares of Class A Common Stock (incorporated by 
         reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 
         10-Q for the fiscal quarter ended October 28, 1995)                    

4.5      Form of Stock Purchase Warrant to Subscribe for and Purchase Shares of 
         Class A Common Stock of the Registrant (Initially Exercisable for an   
         Aggregate of 500,000 Shares of Class A Common Stock (incorporated by   
         reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 
         1O-Q for the fiscal quarter ended October 28, 1995))                   

5        Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with   
         respect to the legality of the securities being registered             

23.1     Consent of Arthur Andersen LLP.                                        

23.2     Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see    
         Exhibit 5)                                                             

24**     Power of Attorney                                                      

99.1     Note Purchase Agreement, dated as of December 1, 1995, by and between  
         the Registrant and the Purchasers Listed in the Schedule of Purchasers 
         therein, relating to 10 1/4% Senior Subordinated Notes (Series B) due  
         March 15, 2004 (incorporated by reference to Exhibit 10.1 to the       
         Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
         October 28, 1995)                                                      

99.2     Registration Rights Agreement, dated as of December 1, 1995, by and    
         among the Registrant and the Holders of (i) 10 1/4% Senior Subordinated
         Notes (Series B) of the Registrant, due March 15, 2004, and (ii)       
         Warrants to Purchase 1,715,000 shares of Class A Common Stock, par     
         value $.01 per share, of the Registrant (incorporated by reference     

II-2

POS AM
19th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 19th

       to Exhibit 10.4 to the Registrant's Quarterly Report on Form lO-Q for
the fiscal quarter ended October 28, 1995)                    

------------------------                                                        

**Previousiy filed.                                                             

ITEM 17.  UNDERTAKINGS.                                                         

A.      Rule 415 Offering                                       
-----------------                               

The Registrant hereby undertakes:                                               

       (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:                      

             (i) To include any prospectus required by Section lO(a)(3) of
the 1933 Act;                                                   

             (ii) To reflect in the prospectus any facts or events arising
    after the effective date of this Registration Statement (or the most
      recent post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth
  in this Registration Statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total
  dollar value of securities offered would not exceed that which was
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
   with the Commission pursuant to Rule 424(b) ((5) 230.424(b) of this
        chapter) if, in the aggregate, the changes in volume and price represent
     no more than a 20% change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee" table in the effective
registration statement.                                         

             (iii) To include any material information with respect to the
 plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
statement;                                                      

     PROVIDED, HOWEVER, that paragraphs (l)(i) and (l)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8, and the information     
required to be included in a post-effective amendment by those paragraphs is    
contained in periodic reports filed by the Registrant pursuant to Section 13 or 
Section 15(d) of the 1934 Act that are incorporated by reference in this        
Registration Statement.                                                         

     (2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such  
securities at that time shall be deemed to be the initial bona fide offering    
thereof.                                                                        

      (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.                                                                   

II-3

POS AM
20th Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 20th

B.      Request for Acceleration of Effective Date or Filing of 
       -------------------------------------------------------
Registration Statement on Form S-8              
----------------------------------              

     Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the          
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant   
has been advised that in the opinion of the Commission such indemnification is  
against public policy as expressed in the 1933 Act and is, therefore,           
unenforceable. In the event that a claim for indemnification against such       
liabilities (other than the payment by the Registrant of expenses incurred or   
paid by a director, officer or controlling person of the Registrant in the      
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the 1933 Act and will be governed by the final           
adjudication of such issue.                                                     

II-4

POS AM
21st Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 21st

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this         
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in Cuyahoga Falls, Ohio, on January 30, 1998.                  

               DAIRY MART CONVENIENCE STORES, INC.

       By:/s/ Robert B. Stein, Jr.
                      ------------------------------------
      Robert B. Stein, Jr.
                    President, Chief Executive Officer
           and Chairman of the Board

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
capacities and on the dates indicated.                                          

                                                                [Download Table]


Signatures                      Title                          Date            
----------                      -----                          ----            
                                                                               
/s/ Robert B. Stein, Jr.        President, Chief Executive     January 30, 1998
---------------------------     Officer and Chairman of                        
Robert B. Stein, Jr.            the Board                                      
                                (principal executive officer)                  

/s/ Robert B. Stein, Jr.        Executive Vice President,      January 30, 1998
---------------------------     Chief Financial Officer,                       
Gregory G. Landry, signed       and Director (principal                        
pursuant to power of attorney   financial officer)                             


II-5

POS AM
22nd Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 22nd

                                                                [Download Table]
                                                                   
/s/ Robert B. Stein, Jr.           Director        January 30, 1998
---------------------------                                        
Frank W. Barrett, signed                                           
pursuant to power of attorney                                      

/s/ Robert B. Stein, Jr.           Director        January 30, 1998
---------------------------                                        
J. Kermit Birchfield, Jr., signed                                  
pursuant to power of attorney                                      

/s/ Robert B. Stein, Jr.           Director        January 30, 1998
---------------------------                                        
John W. Everets, Jr., signed                                       
pursuant to power of attorney                                      

/s/ Robert B. Stein, Jr.           Director        January 30, 1998
---------------------------                                        
Thomas W. Janes, signed                                            
pursuant to power of attorney                                      

/s/ Robert B. Stein, Jr.           Director        January 30, 1998
---------------------------                                        
Truby G. Proctor, Jr., signed                                      
pursuant to power of attorney                                      

II-6

POS AM
Last Page of 23
TOC
1st
Previous
Next
↓Bottom
Just 23rd
DAIRY MART CONVENIENCE, INC.
----------------------------

INDEX TO EXHIBITS FILED WITH
FORM S-2 REGISTRATION STATEMENT 

                                                        [Enlarge/Download Table]

Exhibit                                                                          Sequential
Number                       Description                                          Page No. 
------                       -----------                                          -------- 

                                                                                           
  4.1    The Registrant's Restated Certificate of Incorporation and Amended and            
         Restated Bylaws (incorporated by reference to Exhibits 3.1 and 3.2 to             
         the Registrant's Annual Report on Form 10-K for the fiscal year ended             
         January 28, 1995, file No. 0-12497)                                               

  4.2    Instruments defining the rights of the holders of the Registrant's                
         Common Stock (incorporated by reference to Exhibit 4.1 to the                     
         Registrant's Registration Statement on Form S-1 (Registration No. 33-             
         639)) dated November 5, 1985                                                      

  4.3    Form of Stock Purchase Warrant to Subscribe for and Purchase Shares of            
         Class A Common Stock of the Registrant (Initially Exercisable for an              
         Aggregate of 1,215,000 Shares of Class A Common Stock (incorporated by            
         reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form            
         l0-Q for the fiscal quarter ended October 28, 1995)                               

  4.4    Form of Stock Purchase Warrant to Subscribe for and Purchase Shares of            
         Class A Common Stock of the Registrant (Initially Exercisable for an              
         Aggregate of 500,000 Shares of Class A Common Stock (incorporated by              
         reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form            
         10-Q for the fiscal quarter ended October 28, 1995))                              

  5      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with              
         respect to the legality of the securities being registered                        

  23.1   Consent of Arthur Andersen LLP.                                                   

  23.2   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see               
         Exhibit 5)                                                                        

  24**   Power of Attorney                                                                 

  99.1   Note Purchase Agreement, dated as of December 1, 1995, by and between             
         the Registrant and the Purchasers Listed in the Schedule of Purchasers            
         therein, relating to 10 1/4% Senior Subordinated Notes (Series B) due             
         March 15, 2004 (incorporated by reference to Exhibit 10.1 to the                  
         Registrant's Quarterly Report on Form 10-Q for the fiscal quarter                 
         ended October 28, 1995)                                                           

  99.2   Registration Rights Agreement, dated as of December 1, 1995, by and               
         among the Registrant and the Holders of (i) 10 1/4% Senior                        
         Subordinated Notes (Series B) of the Registrant, due March 15, 2004,              
         and (ii) Warrants to Purchase 1,715,000 shares of Class A Common                  
         Stock, par value $.01 per share, of the Registrant (incorporated by               
         reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form            
         l0-Q for the fiscal quarter ended October 28, 1995)                               

---------------                                                                 

**      Previously filed.                                                       

II-4

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
		3/15/04		18		23
		12/12/02		6
		12/1/01		13
		12/22/98		6
Filed on:		1/30/98		1		22			POS AM,  SC 13G/A
		12/12/97		6		15			8-K
		11/30/97		3
		11/1/97		5		15			10-Q
		8/2/97		15					10-Q,  10-Q/A,  NT 10-Q
		6/21/97		8		15			8-K
		5/3/97		15					10-Q
		3/19/97		15					8-K
		2/1/97		5		15			10-K,  10-K/A
		1/31/97		5
		4/24/96		5
		2/3/96		5					10-K,  10-K/A
		12/1/95		3		23
		10/28/95		17		23			10-Q,  8-K
		7/29/95		18					10-Q
		1/28/95		5		23			10-K,  10-K/A,  NT 10-K
		2/1/92		18
									List all Filings