SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of
the Securities Exchange Act of 1934
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DART GROUP CORPORATION
(Name of Subject Company)
DART GROUP CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
237415104
(CUSIP Number of Class of Securities)
______________
Richard B. Stone
Chairman and Chief Executive Officer
Dart Group Corporation
3300 75th Avenue
Landover, Maryland 20785
(301) 226-1200
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
the person filing statement)
With a copy to:
David G. Pommerening, Esq.
O'Melveny & Myers LLP
555 13th Street, N.W.
Washington, D.C. 20004-1109
(202) 383-5300
This Amendment No. 1 supplements and amends the Solicitation/
Recommendation Statement on Schedule 14D-9, originally filed on April 15, 1998
(the "Schedule 14D-9"), by Dart Group Corporation, Inc., a Delaware corporation
(the "Company"). The Schedule 14D-9 relates to the tender offer by DGC
Acquisition, Inc., a Delaware corporation (the "Purchaser") and an indirect
wholly owned subsidiary of Richfood Holdings, Inc., a Virginia corporation
("Parent"), disclosed in a Tender Offer Statement on Schedule 14D-1, dated April
15, 1998, to purchase all outstanding shares of common stock, par value $1.00
per share (the "Shares"), of the Company at a price of $160.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated April 15, 1998, and the related Letter of
Transmittal. Capitalized terms used and not otherwise defined herein have the
meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On April 24, 1998, Jerry Krim ("Plaintiff") filed a putative class action
in the Court of Chancery for the State of Delaware in and for the County of New
Castle (the "Complaint"). The Complaint asserts a cause of action sounding in
breach of fiduciary duty against the Company, each of the Company's directors
(the "Director Defendants"), Parent and the Purchaser.
The Complaint alleges that the Director Defendants, in agreeing to the
merger of the Company with the Purchaser, breached their fiduciary duties owed
to the Company's stockholders to take all necessary steps to ensure that the
stockholders will receive the maximum value realizable for their shares in any
merger or acquisition of the Company. For example, Plaintiff alleges that the
Director Defendants failed to adequately evaluate the Company's value as a
potential merger or acquisition candidate and/or did not act to enhance the
Company's value as such a candidate, and failed to implement "a bidding
mechanism to foster a fair auction of Dart to the highest bidder". The
Complaint alleges that Parent pressed the Company and the Director Defendants
"into agreeing to deal exclusively with Parent and thereby breach their
fiduciary obligation," which allegedly makes Parent and the Purchaser liable to
Plaintiff and the class. The Complaint also alleges that the Director
Defendants engaged in all or part of the allegedly unlawful acts, plans, schemes
or transactions complained of and thus aided and abetted the alleged breach of
fiduciary duty. The Complaint seeks an injunction preventing the Purchaser and
Parent from consummating the tender offer, an injunction preventing the Company,
Parent and the Purchaser from consummating the Merger Agreement and unspecified
monetary damages.
The Company believes that the lawsuit is without merit. A copy of the
Complaint is filed herewith as Exhibit K and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit K Complaint filed in the Court of Chancery of the State of Delaware
in and for New Castle County in an action titled Jerry Krim, on
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behalf of himself and all others similarly situated v. Richard B.
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Stone, et al.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dart Group Corporation
By: /s/ Richard B. Stone
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Name: Richard B. Stone
Title: President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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Exhibit K Complaint filed in the Court of Chancery of the State of
Delaware in and for New Castle County in an action
titled Jerry Krim, on behalf of himself and all others
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similarly situated v. Richard B. Stone, et al.
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