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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



---



FORM 10-Q



(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended June 15, 2003



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from:
 to



Commission file number: 333-74797



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Dominos, Inc.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 38-3025165                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



30 Frank Lloyd
Wright Drive

Ann Arbor, Michigan 48106

(Address of principal executive offices)



(734) 930-3030

(Registrants telephone number, including area code)



---



Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act):  Yes ̈No  x



The number of shares outstanding of the registrants common stock as of
July 21, 2003 was 10 shares.



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##### Table of Contents

Dominos, Inc.



INDEX



|           |  |                                                                                                                                        |  | Page No.
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|           |  |                                                                                                                                       
|PART I.    |  | FINANCIAL INFORMATION                                                                                                                  |  |         
|           |  |                                                                                                                                       
|Item 1.    |  | Financial Statements                                                                                                                   |  |         
|           |  |                                                                                                                                       
|           |  | Condensed Consolidated Balance Sheets  June 15, 2003 (Unaudited) and December 29, 2002                                                |  | 3       
|           |  |                                                                                                                                       
|           |  | Condensed Consolidated Statements of Income (Unaudited)  Fiscal quarter and two fiscal quarters ended June 15, 2003 and June 16, 2002 |  | 4       
|           |  |                                                                                                                                       
|           |  | Condensed Consolidated Statements of Cash Flows (Unaudited)  Two fiscal quarters ended June 15, 2003 and June 16, 2002                |  | 5       
|           |  |                                                                                                                                       
|           |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                       |  | 6       
|           |  |                                                                                                                                       
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                  |  | 12      
|           |  |                                                                                                                                       
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                             |  | 17      
|           |  |                                                                                                                                       
|Item 4.    |  | Controls and Procedures                                                                                                                |  | 17      
|           |  |                                                                                                                                       
|PART II.   |  | OTHER INFORMATION                                                                                                                      |  |         
|           |  |                                                                                                                                       
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                                       |  | 18      
|           | 
|SIGNATURES |  | 18                                                                                                                                    



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION

|Item 1. |  | Financial Statements
|------- |  | --------------------



Dominos, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets



|(In thousands)                              |  | June 15, 2003 |          |   | December 29, 2002 |  
|------------------------------------------- |  | ------------- | -------- | - | ----------------- | -
|                                            |  | (Unaudited)   |          |   | (Note)            |  
|Assets                                      |  |               |          |   |                   |  
|Current assets:                             |  |               |          |   |                   |  
|Cash and cash equivalents                   |  | $             | 51,746   |   |                   | $
|Accounts receivable                         |  |               | 56,269   |   |                   |  
|Inventories                                 |  |               | 20,539   |   |                   |  
|Notes receivable                            |  |               | 3,179    |   |                   |  
|Prepaid expenses and other                  |  |               | 8,917    |   |                   |  
|Advertising fund assets, restricted         |  |               | 31,920   |   |                   |  
|Deferred income taxes                       |  |               | 7,141    |   |                   |  
|                                            |  |               |          |   |                   |  
|Total current assets                        |  |               | 179,711  |   |                   |  
|                                            |  |               |          |   |                   |  
|Property, plant and equipment:              |  |               |          |   |                   |  
|Land and buildings                          |  |               | 15,865   |   |                   |  
|Leasehold and other improvements            |  |               | 59,108   |   |                   |  
|Equipment                                   |  |               | 150,675  |   |                   |  
|Construction in progress                    |  |               | 5,047    |   |                   |  
|                                            |  |               |          |   |                   |  
|                                            |  |               | 230,695  |   |                   |  
|Accumulated depreciation and amortization   |  |               | 111,161  |   |                   |  
|                                            |  |               |          |   |                   |  
|Property, plant and equipment, net          |  |               | 119,534  |   |                   |  
|                                            |  |               |          |   |                   |  
|Other assets:                               |  |               |          |   |                   |  
|Deferred financing costs                    |  |               | 16,038   |   |                   |  
|Goodwill                                    |  |               | 27,601   |   |                   |  
|Capitalized software                        |  |               | 27,374   |   |                   |  
|Other assets                                |  |               | 19,697   |   |                   |  
|Deferred income taxes                       |  |               | 56,416   |   |                   |  
|                                            |  |               |          |   |                   |  
|Total other assets                          |  |               | 147,126  |   |                   |  
|                                            |  |               |          |   |                   |  
|Total assets                                |  | $             | 446,371  |   |                   | $
|                                            |  |               |          |   |                   |  
|Liabilities and stockholders deficit       |  |               |          |   |                   |  
|Current liabilities:                        |  |               |          |   |                   |  
|Current portion of long-term debt           |  | $             | 3,761    |   |                   | $
|Accounts payable                            |  |               | 45,123   |   |                   |  
|Insurance reserves                          |  |               | 8,677    |   |                   |  
|Advertising fund liabilities                |  |               | 31,920   |   |                   |  
|Other accrued liabilities                   |  |               | 73,906   |   |                   |  
|                                            |  |               |          |   |                   |  
|Total current liabilities                   |  |               | 163,387  |   |                   |  
|                                            |  |               |          |   |                   |  
|Long-term liabilities:                      |  |               |          |   |                   |  
|Long-term debt, less current portion        |  |               | 576,905  |   |                   |  
|Insurance reserves                          |  |               | 15,011   |   |                   |  
|Other accrued liabilities                   |  |               | 29,386   |   |                   |  
|                                            |  |               |          |   |                   |  
|Total long-term liabilities                 |  |               | 621,302  |   |                   |  
|                                            |  |               |          |   |                   |  
|Stockholders deficit:                      |  |               |          |   |                   |  
|Common stock                                |  |               |         |   |                   |  
|Additional paid-in capital                  |  |               | 120,723  |   |                   |  
|Retained deficit                            |  |               | (456,292 | ) |                   |  
|Accumulated other comprehensive loss        |  |               | (2,749   | ) |                   |  
|                                            |  |               |          |   |                   |  
|Total stockholders deficit                 |  |               | (338,318 | ) |                   |  
|                                            |  |               |          |   |                   |  
|Total liabilities and stockholders deficit |  | $             | 446,371  |   |                   | $
|                                            |  |               |          |   |                   |  

---

Note: The balance sheet at December 29, 2002 has been
derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.



See accompanying notes.



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Dominos, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)



|                                         |  | Fiscal Quarter Ended |         | Two Fiscal Quarters Ended
|---------------------------------------- |  | -------------------- | ------- | -------------------------
|(In thousands)                           |  | June 15,2003         |         | June 16,2002             
|Revenues:                                |  |                      |         |                          
|Domestic Company-owned stores            |  | $                    | 85,875  |                          
|Domestic franchise                       |  |                      | 32,349  |                          
|Domestic distribution                    |  |                      | 154,632 |                          
|International                            |  |                      | 22,360  |                          
|                                         |  |                      |         |                          
|Total revenues                           |  |                      | 295,216 |                          
|                                         |  |                      |         |                          
|Operating expenses:                      |  |                      |         |                          
|Cost of sales                            |  |                      | 216,583 |                          
|General and administrative               |  |                      | 39,407  |                          
|                                         |  |                      |         |                          
|Total operating expenses                 |  |                      | 255,990 |                          
|                                         |  |                      |         |                          
|Income from operations                   |  |                      | 39,226  |                          
|Interest income                          |  |                      | 92      |                          
|Interest expense                         |  |                      | 11,020  |                          
|                                         |  |                      |         |                          
|Income before provision for income taxes |  |                      | 28,298  |                          
|Provision for income taxes               |  |                      | 10,757  |                          
|                                         |  |                      |         |                          
|Net income                               |  | $                    | 17,541  |                          
|                                         |  |                      |         |                          



See accompanying notes.



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Dominos, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                             |  | Two Fiscal Quarters Ended |        
|------------------------------------------------------------ |  | ------------------------- | -------
|(In thousands)                                               |  | June 15,2003              |        
|Cash flows from operating activities:                        |  |                           |        
|Net cash provided by operating activities                    |  | $                         | 60,458 
|                                                             |  |                           |        
|Cash flows from investing activities:                        |  |                           |        
|Capital expenditures                                         |  |                           | (11,556
|Acquisitions of franchise operations                         |  |                           |       
|Other                                                        |  |                           | 1,992  
|                                                             |  |                           |        
|Net cash used in investing activities                        |  |                           | (9,564 
|                                                             |  |                           |        
|Cash flows from financing activities:                        |  |                           |        
|Capital contribution                                         |  |                           |       
|Repayments of long-term debt                                 |  |                           | (21,413
|Distributions to Parent                                      |  |                           | (384   
|                                                             |  |                           |        
|Net cash used in financing activities                        |  |                           | (21,797
|                                                             |  |                           |        
|Effect of exchange rate changes on cash and cash equivalents |  |                           | 177    
|                                                             |  |                           |        
|Increase (decrease) in cash and cash equivalents             |  |                           | 29,274 
|Cash and cash equivalents, at beginning of period            |  |                           | 22,472 
|                                                             |  |                           |        
|Cash and cash equivalents, at end of period                  |  | $                         | 51,746 
|                                                             |  |                           |        



See accompanying notes.



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Dominos, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited; tabular amounts in thousands)



June 15, 2003



1. Basis of Presentation



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation have been included.
Operating results for the fiscal quarter and two fiscal quarters ended June 15, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2003. For further information, refer to the consolidated
financial statements and footnotes thereto for the fiscal year ended December 29, 2002 included in our Form 10-K.



2. Comprehensive Income



|                                                                          |  | Fiscal Quarter Ended |        |   | Two Fiscal Quarters Ended |  
|------------------------------------------------------------------------- |  | -------------------- | ------ | - | ------------------------- | -
|                                                                          |  | June 15, 2003        |        |   | June 16,2002              |  
|Net income                                                                |  | $                    | 17,541 |   |                           | $
|Unrealized loss on derivative instruments, net of tax                     |  |                      | (1,464 | ) |                           |  
|Reclassification adjustment for losses included in net income, net of tax |  |                      | 1,044  |   |                           |  
|Currency translation adjustment                                           |  |                      | 1,124  |   |                           |  
|                                                                          |  |                      |        |   |                           |  
|Comprehensive income                                                      |  | $                    | 18,245 |   |                           | $
|                                                                          |  |                      |        |   |                           |  



3.
Segment Information



The following table summarizes revenues,
income from operations and earnings before interest, taxes, depreciation and amortization, calculated in the manner required by SFAS No. 131 and which we refer to throughout this document as EBITDA, for each of the Companys reportable
segments.



|                         |  | Fiscal Quarter Ended June 15, 2003 and June 16, 2002     
|------------------------ |  | ---------------------------------------------------------
|                         |  | DomesticStores                                           
|Revenues                |  |                                                          
|2003                     |  | $                                                        
|2002                     |  |                                                          
|Income from operations  |  |                                                          
|2003                     |  | $                                                        
|2002                     |  |                                                          
|EBITDA                  |  |                                                          
|2003                     |  | $                                                        
|2002                     |  |                                                          
|                         | 
|                         |  | Two Fiscal Quarters Ended June 15, 2003 and June 16, 2002
|                         |  | DomesticStores                                           
|Revenues                |  |                                                          
|2003                     |  | $                                                        
|2002                     |  |                                                          
|Income from operations  |  |                                                          
|2003                     |  | $                                                        
|2002                     |  |                                                          
|EBITDA                  |  |                                                          
|2003                     |  | $                                                        
|2002                     |  |                                                          





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The following table reconciles EBITDA to income before provision for income taxes.



|                                                    |  | Fiscal Quarter Ended |         |   | Two Fiscal Quarters Ended |  
|--------------------------------------------------- |  | -------------------- | ------- | - | ------------------------- | -
|                                                    |  | June 15, 2003        |         |   | June 16, 2002             |  
|EBITDA                                              |  | $                    | 45,452  |   |                           | $
|Depreciation and amortization                       |  |                      | (6,587  | ) |                           |  
|Interest expense                                    |  |                      | (11,020 | ) |                           |  
|Interest income                                     |  |                      | 92      |   |                           |  
|Gains (losses) on sale/disposal of assets and other |  |                      | 361     |   |                           |  
|Loss on debt extinguishments                        |  |                      |        |   |                           |  
|                                                    |  |                      |         |   |                           |  
|Income before provision for income taxes            |  | $                    | 28,298  |   |                           | $
|                                                    |  |                      |         |   |                           |  



4.
Recapitalization



On June 25, 2003, the Company, together with
its parent and subsidiaries, consummated a recapitalization transaction (the 2003 Recapitalization) whereby the Company:



| | (1) |  | issued and sold $403.0 million aggregate principal amount at maturity of 81⁄4% Senior Subordinated Notes due 2011 (the 2011 Notes) at a discount resulting in gross
proceeds of $400.1 million;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) |  | borrowed $610.0 million in term loans and secured a $125.0 million revolving credit facility (collectively the 2003 Senior Credit Facility); and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) |  | used the proceeds from the 2011 Notes, borrowings under the 2003 Senior Credit Facility and cash from operations to:
| | --- |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | purchase an aggregate of $206.7 million principal amount of its 103/8% Senior Subordinated Notes due 2009 (the 2009 Notes) for an aggregate purchase price of approximately $236.7 million;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | repay all amounts outstanding under the previous senior credit facility;
| | - |  | ------------------------------------------------------------------------



| |  |  | distribute amounts to its parent to redeem all of its outstanding 11.5% Cumulative Preferred Stock for an aggregate redemption price of approximately $200.5 million;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | distribute amounts to its parent to pay a dividend on its outstanding common stock in the aggregate amount of approximately $188.3 million;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | make compensatory make-whole payments to specified parent shareholders and Company officers, directors and employees who hold parent stock options in the aggregate amount of
approximately $12.4 million; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | pay related transaction fees and expenses.
| | - |  | ------------------------------------------



The 2003 Recapitalization, including the transactions described above, will be recorded in the third fiscal quarter of 2003.



The tables below present condensed consolidating financial information for
the applicable periods for: (1) Dominos, Inc.; (2) on a combined basis, the guarantor subsidiaries of the 2011 Notes, which includes most of the domestic subsidiaries of the Company and one foreign subsidiary of the Company; and (3) on a
combined basis, the non-guarantor subsidiaries of the 2011 Notes. Each of the guarantor subsidiaries is jointly, severally, fully and unconditionally liable under the related guarantee.



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Dominos, Inc.

Supplemental Condensed Consolidating Statements of Income



|                                                          |  | Fiscal Quarter Ended June 15, 2003      |        
|--------------------------------------------------------- |  | --------------------------------------- | -------
|                                                          |  | Dominos, Inc.                          |        
|Revenues                                                  |  | $                                       |       
|Cost of sales                                             |  |                                         |       
|General and administrative                                |  |                                         |       
|                                                          |  |                                         |        
|Total operating expenses                                  |  |                                         |       
|                                                          |  |                                         |        
|Income (loss) from operations                             |  |                                         |       
|Equity earnings in subsidiaries                           |  |                                         | 24,455 
|Interest income (expense), net                            |  |                                         | (10,961
|                                                          |  |                                         |        
|Income (loss) before (provision) benefit for income taxes |  |                                         | 13,494 
|(Provision) benefit for income taxes                      |  |                                         | 4,047  
|                                                          |  |                                         |        
|Net income (loss)                                         |  | $                                       | 17,541 
|                                                          |  |                                         |        
|                                                          | 
|                                                          |  | Two Fiscal Quarters Ended June 15, 2003 |        
|                                                          |  | Dominos, Inc.                          |        
|Revenues                                                  |  | $                                       |       
|Cost of sales                                             |  |                                         |       
|General and administrative                                |  |                                         | 1,743  
|                                                          |  |                                         |        
|Total operating expenses                                  |  |                                         | 1,743  
|                                                          |  |                                         |        
|Income (loss) from operations                             |  |                                         | (1,743 
|Equity earnings in subsidiaries                           |  |                                         | 52,597 
|Interest income (expense), net                            |  |                                         | (23,253
|                                                          |  |                                         |        
|Income (loss) before (provision) benefit for income taxes |  |                                         | 27,601 
|(Provision) benefit for income taxes                      |  |                                         | 8,284  
|                                                          |  |                                         |        
|Net income (loss)                                         |  | $                                       | 35,885 
|                                                          |  |                                         |        
|                                                          | 
|                                                          |  | Fiscal Quarter Ended June 16, 2002      |        
|                                                          |  | Dominos, Inc.                          |        
|Revenues                                                  |  | $                                       |       
|Cost of sales                                             |  |                                         |       
|General and administrative                                |  |                                         | 704    
|                                                          |  |                                         |        
|Total operating expenses                                  |  |                                         | 704    
|                                                          |  |                                         |        
|Income (loss) from operations                             |  |                                         | (704   
|Equity earnings in subsidiaries                           |  |                                         | 20,227 
|Interest income (expense), net                            |  |                                         | (13,614
|                                                          |  |                                         |        
|Income (loss) before (provision) benefit for income taxes |  |                                         | 5,909  
|(Provision) benefit for income taxes                      |  |                                         | 4,900  
|                                                          |  |                                         |        
|Net income (loss)                                         |  | $                                       | 10,809 
|                                                          |  |                                         |        



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|                                                          |  | Two Fiscal Quarters Ended June 16, 2002 |        
|--------------------------------------------------------- |  | --------------------------------------- | -------
|                                                          |  | Dominos, Inc.                          |        
|Revenues                                                  |  | $                                       |       
|Cost of sales                                             |  |                                         |       
|General and administrative                                |  |                                         | 916    
|                                                          |  |                                         |        
|Total operating expenses                                  |  |                                         | 916    
|                                                          |  |                                         |        
|Income (loss) from operations                             |  |                                         | (916   
|Equity earnings in subsidiaries                           |  |                                         | 44,733 
|Interest income (expense), net                            |  |                                         | (27,054
|                                                          |  |                                         |        
|Income (loss) before (provision) benefit for income taxes |  |                                         | 16,763 
|(Provision) benefit for income taxes                      |  |                                         | 9,951  
|                                                          |  |                                         |        
|Net income (loss)                                         |  | $                                       | 26,714 
|                                                          |  |                                         |        



Dominos, Inc.

Supplemental Condensed Consolidating Balance Sheets



|                                                     |  | As of June 15, 2003 |         
|---------------------------------------------------- |  | ------------------- | --------
|                                                     |  | Dominos, Inc.      |         
|Cash                                                 |  | $                   |        
|Accounts receivable                                  |  |                     |        
|Advertising fund assets, restricted                  |  |                     |        
|Other current assets                                 |  |                     |        
|                                                     |  |                     |         
|Current assets                                       |  |                     |        
|Property, plant and equipment, net                   |  |                     |        
|Other assets                                         |  |                     | 262,163 
|                                                     |  |                     |         
|Total assets                                         |  | $                   | 262,163 
|                                                     |  |                     |         
|Current portion of long-term debt                    |  | $                   | 3,650   
|Accounts payable                                     |  |                     |        
|Advertising fund liabilities                         |  |                     |        
|Other current liabilities                            |  |                     | 19,504  
|                                                     |  |                     |         
|Current liabilities                                  |  |                     | 23,154  
|Long-term debt                                       |  |                     | 576,553 
|Other long-term liabilities                          |  |                     | 774     
|                                                     |  |                     |         
|Long-term liabilities                                |  |                     | 577,327 
|Stockholders equity (deficit)                       |  |                     | (338,318
|                                                     |  |                     |         
|Total liabilities and stockholders equity (deficit) |  | $                   | 262,163 
|                                                     |  |                     |         



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|                                                     |  | As of December 29, 2002 |         
|---------------------------------------------------- |  | ----------------------- | --------
|                                                     |  | Dominos, Inc.          |         
|Cash                                                 |  | $                       |        
|Accounts receivable                                  |  |                         |        
|Advertising fund assets, restricted                  |  |                         |        
|Other current assets                                 |  |                         |        
|                                                     |  |                         |         
|Current assets                                       |  |                         |        
|Property, plant and equipment, net                   |  |                         |        
|Other assets                                         |  |                         | 246,053 
|                                                     |  |                         |         
|Total assets                                         |  | $                       | 246,053 
|                                                     |  |                         |         
|Current portion of long-term debt                    |  | $                       | 2,738   
|Accounts payable                                     |  |                         |        
|Advertising fund liabilities                         |  |                         |        
|Other current liabilities                            |  |                         | 18,858  
|                                                     |  |                         |         
|Current liabilities                                  |  |                         | 21,596  
|Long-term debt                                       |  |                         | 598,877 
|Other long-term liabilities                          |  |                         | 1,161   
|                                                     |  |                         |         
|Long-term liabilities                                |  |                         | 600,038 
|Stockholders equity (deficit)                       |  |                         | (375,581
|                                                     |  |                         |         
|Total liabilities and stockholders equity (deficit) |  | $                       | 246,053 
|                                                     |  |                         |         



Dominos, Inc.

Supplemental Condensed Consolidating Statements of Cash Flows



|                                                                 |  | Two Fiscal Quarters Ended June 15, 2003 |        
|---------------------------------------------------------------- |  | --------------------------------------- | -------
|                                                                 |  | Dominos, Inc.                          |        
|Net cash flows provided by (used in) operating activities        |  | $                                       | (21,673
|                                                                 |  |                                         |        
|Capital expenditures                                             |  |                                         |       
|Other                                                            |  |                                         |       
|                                                                 |  |                                         |        
|Net cash flows used in investing activities                      |  |                                         |       
|                                                                 |  |                                         |        
|Repayments of long-term debt                                     |  |                                         | (21,413
|Other                                                            |  |                                         | 43,086 
|                                                                 |  |                                         |        
|Net cash flows provided by (used in) financing activities        |  |                                         | 21,673 
|                                                                 |  |                                         |        
|Effect of exchange rate differences on cash and cash equivalents |  |                                         |       
|                                                                 |  |                                         |        
|Increase in cash and cash equivalents                            |  |                                         |       
|                                                                 |  |                                         |        
|Cash and cash equivalents, at the beginning of the period        |  |                                         |       
|                                                                 |  |                                         |        
|Cash and cash equivalents, at the end of the period              |  | $                                       |       
|                                                                 |  |                                         |        



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|                                                                 |  | Two Fiscal Quarters Ended June 16, 2002 |        
|---------------------------------------------------------------- |  | --------------------------------------- | -------
|                                                                 |  | Dominos, Inc.                          |        
|Net cash flows provided by (used in) operating activities        |  | $                                       | (14,195
|                                                                 |  |                                         |        
|Capital expenditures                                             |  |                                         |       
|Other                                                            |  |                                         |       
|                                                                 |  |                                         |        
|Net cash flows used in investing activities                      |  |                                         |       
|                                                                 |  |                                         |        
|Repayments of long-term debt                                     |  |                                         | (31,378
|Other                                                            |  |                                         | 45,573 
|                                                                 |  |                                         |        
|Net cash flows provided by (used in) financing activities        |  |                                         | 14,195 
|                                                                 |  |                                         |        
|Effect of exchange rate differences on cash and cash equivalents |  |                                         |       
|                                                                 |  |                                         |        
|Decrease in cash and cash equivalents                            |  |                                         |       
|                                                                 |  |                                         |        
|Cash and cash equivalents, at the beginning of the period        |  |                                         |       
|                                                                 |  |                                         |        
|Cash and cash equivalents, at the end of the period              |  | $                                       |       
|                                                                 |  |                                         |        



11



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##### Table of Contents

|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------

(Unaudited; tabular
amounts in millions, except percentages and store data)



The 2003 and 2002 second quarters referenced herein represent the twelve-week periods ended June 15, 2003 and June 16, 2002, respectively. The 2003 and 2002 first two quarters referenced herein represent the twenty-four week periods ended
June 15, 2003 and June 16, 2002, respectively.



Store Growth Activity



The following is a summary of the Companys
store growth activity for the second quarter and first two quarters of 2003.



|                              |  | Second Quarter of 2003    
|----------------------------- |  | --------------------------
|                              |  | Beginning of Period       
|Domestic Company-owned stores |  | 578                       
|Domestic franchise            |  | 4,274                     
|                              |  |                           
|Domestic stores               |  | 4,852                     
|International                 |  | 2,401                     
|                              |  |                           
|Total                         |  | 7,253                     
|                              |  |                           
|                              | 
|                              |  | First Two Quarters of 2003
|                              |  | Beginning of Period       
|Domestic Company-owned stores |  | 577                       
|Domestic franchise            |  | 4,271                     
|                              |  |                           
|Domestic stores               |  | 4,848                     
|International                 |  | 2,382                     
|                              |  |                           
|Total                         |  | 7,230                     
|                              |  |                           



Revenues



Revenues include retail sales by Company-owned stores, royalties and fees
from domestic and international franchise stores, and sales of food, equipment and supplies by our distribution centers to certain domestic and international franchise stores.



Consolidated revenues increased $1.1 million or 0.4% to $295.2 million in the second quarter of 2003, from $294.1 million in
the comparable period in 2002, and increased $5.4 million or 0.9% to $607.5 million in the first two quarters of 2003, from $602.1 million in the comparable period in 2002. These increases in revenues were due primarily to increases in international
revenues, offset in part by decreases in domestic stores revenues. Additionally, revenues for the first two quarters of 2003 were positively impacted by an increase in domestic distribution revenues. These results are more fully described below.



Domestic Stores



Domestic stores are comprised of domestic Company-owned store operations and
domestic franchise operations, as summarized in the following table.



|Domestic Stores                |  | Second Quarter of 2003 |       |  | Second Quarter of 2002 |   |  | First TwoQuarters of 2003 |       |  | First Two Quarters of 2002 |  
|------------------------------ |  | ---------------------- | ----- |  | ---------------------- | - |  | ------------------------- | ----- |  | -------------------------- | -
|Domestic Company-owned stores  |  | $                      | 85.9  |  | 72.6                   | % |  | $                         | 88.5  |  | 73.4                       | %
|Domestic franchise             |  |                        | 32.3  |  | 27.4                   | % |  |                           | 32.0  |  | 26.6                       | %
|                               |  |                        |       |  |                        |   |  |                           |       |  |                            |  
|Total domestic stores revenues |  | $                      | 118.2 |  | 100.0                  | % |  | $                         | 120.5 |  | 100.0                      | %
|                               |  |                        |       |  |                        |   |  |                           |       |  |                            |  



Domestic stores
revenues decreased $2.3 million or 1.9% to $118.2 million in the second quarter of 2003, from $120.5 million in the comparable period in 2002, and decreased $2.4 million or 1.0% to $242.6 million in the first two quarters of 2003, from $245.0
million in the comparable period in 2002. These decreases in revenues were due primarily to decreases in same store sales at our domestic stores during 2003. Same store sales for domestic stores decreased 0.3% and 0.8% in the second quarter and
first two quarters of 2003, respectively, compared to the same period in 2002.



12



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##### Table of Contents

Domestic Company-Owned Stores



Revenues from domestic Company-owned store operations decreased $2.6 million
or 2.9% to $85.9 million in the second quarter of 2003, from $88.5 million in the comparable period in 2002, and decreased $2.6 million or 1.4% to $175.8 million in the first two quarters of 2003, from $178.4 million in the comparable period in
2002. These decreases in revenues were due primarily to decreases in same store sales. Same store sales for domestic Company-owned stores decreased 2.9% and 4.3% in the second quarter and first two quarters of 2003, respectively, compared to the
same period in 2002. There were 579 and 583 domestic Company-owned stores in operation as of June 15, 2003 and June 16, 2002, respectively.



Domestic Franchise



Revenues from domestic franchise operations increased slightly in the second quarter and first two quarters of 2003 from the comparable period in 2002.
These increases in revenues were due primarily to increases in the average number of domestic franchise stores open during 2003. There were 4,283 and 4,223 domestic franchise stores in operation as of June 15, 2003 and June 16, 2002, respectively.
Same store sales for domestic franchise stores remained relatively flat, increasing 0.1% in the second quarter of 2003 and decreasing 0.2% in the first two quarters of 2003, compared to the same period in 2002.



Domestic Distribution



Revenues from domestic distribution operations decreased slightly in the
second quarter of 2003 from the comparable period in 2002 and increased $1.6 million or 0.5% to $322.1 million in the first two quarters of 2003, from $320.5 million in the comparable period in 2002. This increase in revenues in the first two
quarters of 2003 was due primarily to increases in volumes, offset by a market decrease in overall food basket prices, including lower cheese prices. The cheese block price per pound averaged $1.11 and $1.12 in the second quarter and first two
quarters of 2003, respectively, compared to $1.22 and $1.24 in the comparable period in 2002.



International



Revenues from international operations increased $3.6 million or 18.8% to $22.4 million in the second quarter of 2003, from $18.8 million in the comparable period in 2002, and increased $6.1 million or 16.8% to $42.8 million in the first
two quarters of 2003, from $36.7 million in the comparable period in 2002. These increases in revenues were due in part to increases in same store sales and in the average number of international stores open during 2003. On a constant dollar basis,
same store sales increased 2.6% and 3.5% in the second quarter and first two quarters of 2003, respectively, compared to the same period in 2002. On a historical dollar basis, same store sales increased 6.0% and 6.3% in the second quarter and first
two quarters of 2003, respectively, compared to the same period in 2002. The 2003 same store sales results indicate that the U.S. Dollar was generally weaker against the currencies of those countries in which we compete, as compared to the same
period in 2002. There were 2,429 and 2,290 international stores in operation as of June 15, 2003 and June 16, 2002, respectively.



Cost of Sales / Operating Margin



The consolidated operating margin, which we define as revenues less cost of sales, increased slightly in the second quarter of 2003 and decreased slightly
in the first two quarters of 2003 from the comparable period in 2002, as summarized in the following table.



|                              |  | Second Quarter of 2003 |       |  | Second Quarter of 2002 |   |  | First Two Quarters of 2003 |       |  | First Two Quarters of 2002 |  
|----------------------------- |  | ---------------------- | ----- |  | ---------------------- | - |  | -------------------------- | ----- |  | -------------------------- | -
|Revenues                      |  | $                      | 295.2 |  | 100.0                  | % |  | $                          | 294.1 |  | 100.0                      | %
|Cost of sales                 |  |                        | 216.6 |  | 73.4                   | % |  |                            | 215.8 |  | 73.4                       | %
|                              |  |                        |       |  |                        |   |  |                            |       |  |                            |  
|Consolidated operating margin |  | $                      | 78.6  |  | 26.6                   | % |  | $                          | 78.3  |  | 26.6                       | %
|                              |  |                        |       |  |                        |   |  |                            |       |  |                            |  



Consolidated cost of
sales is comprised primarily of domestic Company-owned store and domestic distribution costs incurred to generate related revenues. Components of consolidated cost of sales primarily include food, labor and occupancy costs.



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##### Table of Contents

Consolidated cost of sales increased $0.8 million or 0.4% to $216.6 million in the second quarter of
2003, from $215.8 million in the comparable period in 2002, and increased $5.5 million or 1.2% to $446.6 million in the first two quarters of 2003, from $441.1 million in the comparable period in 2002. These net increases in consolidated cost of
sales were driven in part by cost of sales changes at domestic Company-owned stores and domestic distribution, as more fully described below.



Domestic Company-Owned Stores



The domestic Company-owned store operating margin decreased $2.7 million or 13.1% to $18.3 million in the second quarter of 2003, from $21.0 million in
the comparable period in 2002, and decreased $6.3 million or 14.5% to $37.2 million in the first two quarters of 2003, from $43.5 million in the comparable period in 2002, as summarized in the following table.



|Domestic Company-Owned Stores |  | Second Quarter of 2003 |      |  | Second Quarter of 2002 |   |  | First Two Quarters of 2003 |      |  | First Two Quarters of 2002 |  
|----------------------------- |  | ---------------------- | ---- |  | ---------------------- | - |  | -------------------------- | ---- |  | -------------------------- | -
|Revenues                      |  | $                      | 85.9 |  | 100.0                  | % |  | $                          | 88.5 |  | 100.0                      | %
|Cost of sales                 |  |                        | 67.6 |  | 78.8                   | % |  |                            | 67.5 |  | 76.2                       | %
|                              |  |                        |      |  |                        |   |  |                            |      |  |                            |  
|Store operating margin        |  | $                      | 18.3 |  | 21.2                   | % |  | $                          | 21.0 |  | 23.8                       | %
|                              |  |                        |      |  |                        |   |  |                            |      |  |                            |  



Cost of sales
increased as a percentage of store revenues in the second quarter and first two quarters of 2003, compared to the comparable period in 2002, due primarily to increases in food, labor and occupancy costs.



As a percentage of store revenues, food costs increased 0.4% to 26.4% in the
second quarter of 2003, from 26.0% in the comparable period in 2002, and increased 0.9% to 26.7% in the first two quarters of 2003, from 25.8% in the comparable period in 2002. These increases in food costs as a percentage of store revenues were due
primarily to a change in product mix per order as a result of certain promotions and new product introductions, offset in part by a market decrease in overall food prices, including cheese. As a percentage of store revenues, labor costs remained
flat at 30.1% in the second quarter of 2003, compared to the same period in 2002, and increased 0.5% to 30.3% in the first two quarters of 2003, from 29.8% in the comparable period in 2002. This increase primarily reflects the impact of decreased
same store sales and the resulting effects on the fixed portion of store labor and, to a lesser extent, increased average wage rates at our stores. As a percentage of store revenues, occupancy costs, which include rent, telephone, utilities and
depreciation, increased 1.5% to 10.6% in the second quarter of 2003, from 9.1% in the comparable period in 2002, and increased 1.4% to 10.2% in the first two quarters of 2003, from 8.8% in the comparable period in 2002. These increases in occupancy
costs were due primarily to increases in store operating costs including, telephone, utilities and depreciation. This increase in depreciation is primarily a result of recent investments in our stores including the implementation of a new point of
sale system as well as significant investments in the re-imaging of substantially all of our stores.



Domestic Distribution



The domestic distribution operating margin increased $0.6 million or 3.5% to $17.9 million in the second quarter of 2003, from $17.3 million in the comparable period in 2002, and increased $2.7 million or 7.8% to
$37.7 million in the first two quarters of 2003, from $35.0 million in the comparable period in 2002. These results are summarized in the following tables.



|Domestic Distribution         |  | Second Quarter of 2003 |       |  | Second Quarter of 2002 |   |  | First Two Quarters of 2003 |       |  | First Two Quarters of 2002 |  
|----------------------------- |  | ---------------------- | ----- |  | ---------------------- | - |  | -------------------------- | ----- |  | -------------------------- | -
|Revenues                      |  | $                      | 154.6 |  | 100.0                  | % |  | $                          | 154.7 |  | 100.0                      | %
|Cost of sales                 |  |                        | 136.7 |  | 88.4                   | % |  |                            | 137.4 |  | 88.8                       | %
|                              |  |                        |       |  |                        |   |  |                            |       |  |                            |  
|Distribution operating margin |  | $                      | 17.9  |  | 11.6                   | % |  | $                          | 17.3  |  | 11.2                       | %
|                              |  |                        |       |  |                        |   |  |                            |       |  |                            |  



Cost of sales as a
percentage of distribution revenues was positively impacted by increases in volumes, efficiencies in the areas of operations and purchasing as well as reductions in certain commodity prices, including cheese. Reductions in certain food prices have a
positive effect on the distribution operating margin as a percentage of distribution revenues due to the fixed dollar margin earned by domestic distribution on sales of certain food items, including cheese. Had cheese prices remained constant with
2002 levels, the domestic distribution operating margin for the second quarter and first two quarters of 2003 would have been approximately 11.3% and 11.4% of distribution revenues, respectively, or 0.3% less than the reported amounts for each of
the second quarter and first two quarters of 2003.



14



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##### Table of Contents

General and Administrative Expenses



General and administrative expenses decreased $8.1 million or 17.0% to $39.4 million in the second quarter of 2003, from
$47.5 million in the comparable period in 2002, and decreased $11.3 million or 12.4% to $80.3 million in the first two quarters of 2003, from $91.6 million in the comparables period in 2002. As a percentage of total revenues, general and
administrative expenses decreased 2.8% to 13.3% in the second quarter of 2003, from 16.1% in the comparable period in 2002, and decreased 2.0% to 13.2% in the first two quarters of 2003, from 15.2% in the comparable period in 2002. These
improvements in general and administrative expenses as a percentage of revenues were due in part to managements continued focus on controlling overhead costs, including decreases in administrative labor, and decreases in depreciation and
amortization. Additionally, during the second quarter of 2002, the Company expensed approximately $5.3 million of certain capitalized software costs.



Interest Expense



Interest expense decreased $2.7 million or 19.5% to $11.0 million in the second quarter of 2003, from $13.7 million in the comparable period in 2002, and
decreased $3.8 million or 14.2% to $23.4 million in the first two quarters of 2003, from $27.2 million in the comparable period in 2002. These decreases in interest expense were due primarily to decreases in related variable interest rates on our
senior credit facility borrowings and reduced debt levels. The Company repaid $21.4 million of debt in the first two quarters of 2003.



Provision for Income Taxes



Provision for income taxes increased $4.5 million to $10.8 million in the second quarter of 2003, from $6.3 million in the comparable period in 2002, and
increased $5.8 million to $21.5 million in the first two quarters of 2003, from $15.7 million in the comparable period in 2002.



Liquidity and Capital Resources



We had working capital of $16.3 million and cash and cash equivalents of $51.7 million at June 15, 2003. Historically, we have operated with minimal or
negative working capital primarily because our receivable collection periods and inventory turn rates are faster than the normal payment terms on our current liabilities. In addition, our sales are not typically seasonal, which further limits our
working capital requirements. Our primary sources of liquidity are cash flows from operations and availability of borrowings under our revolving credit facility. We expect to fund planned capital expenditures and debt repayments from these sources.



As of June 15, 2003, we had $580.7 million of long-term debt,
of which $3.8 million was classified as a current liability. There were no borrowings under our $100 million revolving credit facility. Letters of credit issued under the revolving credit facility were $21.8 million. These letters of credit are
primarily related to our casualty insurance programs and distribution center leases. Borrowings under the revolving credit facility are available to fund our working capital requirements, capital expenditures and other general corporate purposes.



Cash provided by operating activities was $60.5 million and
$52.4 million in the first two quarters of 2003 and 2002, respectively. The $8.1 million increase was due primarily to a $9.2 million increase in net income.



Cash used in investing activities was $9.6 million and $47.2 million in the first two quarters of 2003 and 2002, respectively. The $37.6 million decrease
was due primarily to a $21.9 million decrease in acquisitions of franchise operations and a $13.1 million decrease in capital expenditures. The decrease in acquisitions of franchise operations is due primarily to the Companys purchase of our
franchise operations in Arizona in the first quarter of 2002 (the Arizona Acquisition).



Cash used in financing activities was $21.8 million and $41.6 million in the first two quarters of 2003 and 2002, respectively. The $19.8 million decrease
was due primarily to a $9.7 million decrease in distributions to parent primarily relating to the Arizona Acquisition and a $10.7 million decrease in repayments of long-term debt.



15



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##### Table of Contents

On June 25, 2003, the Company, together with its parent and subsidiaries, consummated a recapitalization
transaction which included, among other things, the issuance and sale by Dominos, Inc. of $403.0 million aggregate principal amount at maturity of 81⁄4% Senior Subordinated Notes due 2011 (the 2011 Notes) and borrowings by
Dominos, Inc. of $610.0 million in term loans. The Company also secured a $125.0 million revolving credit facility (together with the term loans, the 2003 Senior Credit Facility). The Company used the proceeds from these borrowings
and cash from operations to:



| |  |  | purchase an aggregate of $206.7 million principal amount of its 103/8% Senior Subordinated Notes due 2009 (the 2009 Notes) for an aggregate purchase price of approximately $236.7 million;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | repay all amounts outstanding under the previous senior credit facility;
| | - |  | ------------------------------------------------------------------------



| |  |  | distribute amounts to its parent to redeem all of its outstanding 11.5% Cumulative Preferred Stock for an aggregate redemption price of approximately $200.5 million;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | distribute amounts to its parent to pay a dividend on its outstanding common stock in the aggregate amount of approximately $188.3 million;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | make compensatory make-whole payments to specified parent shareholders and Company officers, directors and employees who hold parent stock options in the aggregate amount of
approximately $12.4 million; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | pay related transaction fees and expenses.
| | - |  | ------------------------------------------



The 2011 Notes accrue interest at a rate of 81⁄4% per annum and will be payable semi-annually in arrears on January 1 and July 1, commencing on January
1, 2004. Prior to July 1, 2006, the Company may redeem, at a fixed price, up to 40% of the aggregate principal amount of the 2011 Notes with the proceeds of equity offerings, if any, by the Company or its parent. Prior to July 1, 2007, the Company
may also redeem the 2011 Notes, as a whole, but not in part, upon the occurrence of a change in control, as defined in the 2011 Notes. Beginning July 1, 2007, the Company may redeem all or a part of the 2011 Notes at fixed redemption prices, ranging
from 104.125% of par in 2007 to 100% of par in 2009 and thereafter. In the event of a change in control, as defined in the 2011 Notes, the Company will be obligated to repurchase the 2011 Notes tendered by the holders at a fixed price. The 2011
Notes are guaranteed by most of the Companys domestic subsidiaries as well as one foreign subsidiary.



The 2003 Senior Credit Facility consists of $610.0 million in term loans expiring in June 2010 and a $125.0 million revolving credit facility expiring in
June 2009. The agreement requires annual amortization of the term loans, made in equal quarterly payments, of $10.0 million in 2003, $30.0 million in 2004, $45.0 million in 2005, $60.0 million in 2006, $75.0 million in 2007, $85.0 million in 2008,
$95.0 million in 2009 and $210.0 million in 2010. The 2003 Senior Credit Facility contains certain financial and non-financial covenants and is guaranteed by the Companys parent and most of the Companys domestic subsidiaries and one
foreign subsidiary. The 2003 Senior Credit Facility is secured by a first priority lien on substantially all of the assets of the Company. Borrowings under the 2003 Senior Credit Facility bear interest at LIBOR plus an applicable margin not to
exceed 300 basis points.



Based upon the current level of
operations and anticipated growth, we believe that the cash generated from operations and amounts available under the revolving credit facility will be adequate to meet our anticipated debt service requirements, capital expenditures and working
capital needs for the next several years. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under the senior credit facility or through other sources
to enable us to service our indebtedness, including the senior credit facility and the senior subordinated notes, or to make anticipated capital expenditures. Our future operating performance and our ability to service or refinance the senior
subordinated notes and to service, extend or refinance the senior credit facility will be subject to future economic conditions and subject to financial, business and other factors, many of which are beyond our control. Additionally, the Company may
be requested to provide funds to TISM, Inc., our parent company (TISM), for stock dividends, stock repurchases, distributions and/or other cash needs of TISM.



16



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##### Table of Contents

Forward-Looking Statements



Certain statements contained in this filing relating to capital spending levels and the adequacy of our capital resources
are forward-looking. Also, statements that contain words such as believes, expects, anticipates, intends, estimates or similar expressions are forward-looking statements. Forward-looking
statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these risks and uncertainties are competitive factors, increases in our
operating costs, ability to retain our key personnel, our substantial leverage, ability to implement our growth and cost-saving strategies, industry trends and general economic conditions, adequacy of insurance coverage and other factors, all of
which are described in the Form 10-K for the year ended December 29, 2002 and our other filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.



|Item  3. |  | Quantitative and Qualitative Disclosures About Market Risk
|-------- |  | ----------------------------------------------------------



Market Risk



The
Company is exposed to market risks from interest rate changes on our variable rate debt. Management actively monitors this exposure. The Company does not engage in speculative transactions nor does it hold or issue financial instruments for trading
purposes.



Interest Rate Derivatives



The Company may enter into interest rate swaps, collars or similar
instruments with the objective of reducing volatility relating to our borrowing costs.



The Company is party to an interest rate collar and four interest rate swap agreements which effectively convert the variable Eurodollar component of the effective interest rate on a portion of the Companys debt
under its senior credit facility to various fixed rates over various terms. These agreements are summarized as follows:



|Derivative           |  | Total Notional Amount |  | Term                          |  | Rate                     
|-------------------- |  | --------------------- |  | ----------------------------- |  | -------------------------
|Interest Rate Collar |  | $70.0 million         |  | June 2001June 2003           |  | 3.86%Floor 6.00%Ceiling
|Interest Rate Swap   |  | $70.0 million         |  | June 2001June 2004           |  | 4.90%                    
|Interest Rate Swap   |  | $35.0 million         |  | September 2001September 2003 |  | 3.645%                   
|Interest Rate Swap   |  | $35.0 million         |  | September 2001September 2004 |  | 3.69%                    
|Interest Rate Swap   |  | $75.0 million         |  | August 2002June 2005         |  | 3.25%                    



Interest Rate Risk



The Companys variable interest expense is sensitive to changes in
the general level of interest rates. As of June 15, 2003, a portion of the Companys debt is borrowed at Eurodollar rates plus a blended margin rate of 2.25%. As of June 15, 2003, the weighted average interest rate on our $77.3 million of
variable interest debt was 3.54%.



The Company had total
interest expense of approximately $23.4 million in the first two quarters of 2003. The estimated increase in interest expense for this period from a hypothetical 200 basis point adverse change in applicable variable interest rates would be
approximately $0.7 million.



|Item  4. |  | Controls and Procedures
|-------- |  | -----------------------



|a. |  | Within 90 days prior to the date of the filing of this report, the Companys Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-14 and 15d-14. Based upon that evaluation such officers concluded that our disclosure controls and procedures are effective to ensure that
information is gathered, analyzed and disclosed on a timely basis.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. |  | There have been no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of the
evaluation referred to above.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PART II. OTHER INFORMATION



|Item  6. |  | Exhibits and Reports on Form 8-K
|-------- |  | --------------------------------



|a. |  | Exhibits
|-- |  | --------



|Exhibit Number |  | Description                                                                                                                                                                    
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               | 
|31.1           |  | Certification by David A. Brandon pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                              
|               | 
|31.2           |  | Certification by Harry J. Silverman pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|               | 
|32.1           |  | Certification by David A. Brandon pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.  
|               | 
|32.2           |  | Certification by Harry J. Silverman pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|b. |  | The following Current Reports on Form 8-K were filed or furnished with the SEC:
|-- |  | -------------------------------------------------------------------------------



Current Report on Form 8-K dated May 28, 2003 which included a press release to announce the commencement of a tender offer
for all outstanding 103/8% Senior Subordinated Notes due January 15, 2009 (the Notes) issued by the
Company and to solicit the consent of holders of the Notes to amend certain provisions of the Indenture governing the Notes.



Current Report on Form 8-K dated June 10, 2003 which included a press release to announce that it had fixed the tender offer consideration and the total
purchase price to be paid for the Notes validly tendered and accepted for purchase. The Company also announced in a separate press release that it had received consents from holders of the Notes representing in excess of a majority in principal
amount of its outstanding Notes and the consent condition relating to the pending tender offer for all of the outstanding Notes had been satisfied.



Current Report on Form 8-K dated June 25, 2003 which included a press release stating that the Company accepted for purchase $206.7 million in principal
amount of the outstanding Notes issued by the Company.



Current Report on Form 8-K dated June 25, 2003 stating that the Company, together with its parent and subsidiaries, consummated a recapitalization transaction. Accompanying exhibits included the related indenture and credit agreement, as
well as stock option plan amendment documentation and the employment agreement with the Companys Chief Executive Officer.



Current Report on Form 8-K dated July 29, 2003 which included a press release announcing the Companys second quarter 2003 financial results.



SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer.



|                    |  |  |  | DOMINOS, INC. (Registrant)
|------------------- |  |  |  | ---------------------------
|                    |  | 
|Date: July 29, 2003 |  |  |  | /s/    HARRY J. SILVERMAN  
|                    |  |  |  | Chief Financial Officer    





18