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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 6, 1994
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DART GROUP CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-1946 53-0242973
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3300 75th Avenue, Landover, Maryland 20785
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 731-1200
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(Former name or former address, if changed since last report.)
The total number of sequentially numbered pages is 8.
The exhibit index appears on page 4.
Page 1 of 8
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Item 1. Changes in Control of Registrant.
The discussion under Item 5 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5. Other Events
On September 6, 1994, Ronald S. Haft tendered Dart Group Corporation
(DARTA) (the "Corporation") a letter:
(1) to exercise, effective immediately, options (the "Options") to
purchase, at an exercise price of $89.65 per share, 197,048
shares (the "Option Shares") of the Corporation's Class B
Common Stock pursuant to Article 4(a) of the Employment
Agreement (the "Employment Agreement") dated August 1, 1993
between Ronald S. Haft and the Corporation; and
(2) to exercise his right under the Employment Agreement,
effective immediately, to obtain a loan from the Corporation
in the amount of $17,665,353.20, for part of the exercise
price of the Options.
Together with that letter, Ronald S. Haft tendered to the Corporation:
a check payable to the Corporation in the amount of $197,048.00 as payment of
the par value of the Option Shares; and an executed unsecured promissory note
of Ronald S. Haft payable to the order of the Corporation in the amount of
$17,665,353.20, the balance of the exercise price for the Option Shares under
the Options.
The Corporation has neither accepted nor rejected the validity of
Ronald S. Haft's exercise of the Options or the adequacy of the promissory note
tendered in connection therewith. Issuance of the Option Shares has not been
recorded in the stock records of the Corporation, and the Corporation has not
issued any stock certificate to Ronald S. Haft for the Option Shares.
A pending shareholders' derivative lawsuit (Alan R. Kahn, et al. v.
Herbert H. Haft, et al., Del. Ch. No. 13154 (filed September 29, 1993), seeks a
judgment that would, inter alia, declare the Options to be null and void and
rescind their issuance. A special litigation committee of the Board of
Directors of the Corporation has been reviewing the allegations in the
complaint filed in the lawsuit.
Ronald S. Haft has filed a lawsuit against the Corporation (Ronald S.
Haft v. Dart Group Corporation, Del. Ch. 13736 (filed September 12, 1994))
seeking a court order that the Corporation issue the Option Shares to him and
grant him a loan of $17,665,353.20 to be used as part of the payment for the
Option Shares. On September 14, 1994, a Standstill Agreement agreed to on
behalf of the Corporation and Ronald S. Haft was ordered by the Court of
Chancery in this matter. The Standstill Agreement, which is included as an
exhibit to this report on Form 8-K and incorporated herein by reference,
restricts certain actions by the Corporation and its stockholders until further
order of the Court.
Item 7. Financial Statements and Exhibits
Exhibit 99(a): Letter dated September 6, 1994 from Ronald S. Haft to
Herbert H. Haft relating to the exercise of options
to purchase shares of Class B Common Stock of the
Corporation.
Page 2 of 8
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Exhibit 99(b): Standstill Agreement executed on behalf of the
Corporation and Ronald S. Haft and ordered on
September 14, 1994 by the Court in Ronald S. Haft v.
Dart Group Corporation, Del. Ch. 13736 (filed
September 12, 1994).
SIGNATURE
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 hereunto duly authorized.
DART GROUP CORPORATION
By:
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Date: September 16, 1994
Page 3 of 8
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
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99(a) Letter dated September 6, 1994 from 5
Ronald S. Haft to Herbert H. Haft
relating to the exercise of options to
purchase shares of Class B Common Stock
of the Corporation
99(b) Standstill Agreement executed on behalf 6
of the Corporation and Ronald S. Haft
and ordered on September 14, 1994 by the
Court in Ronald S. Haft v. Dart Group
Corporation, Del. Ch. 13736 (filed
September 12, 1994).
Page 4 of 8