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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) December 16, 1996
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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 (I.R.S. 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 exhibit index appears on page 4.
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Item 5. Other Events
On December 16, 1996, Dart Group Corporation (the "Company") delivered
to Kenneth M. Herman and Robert N. Herman the letter attached hereto as Exhibit
10.2, which is incorporated herein by reference (the "Buy/Sell Offer Letter").
Previously, the Company entered into a letter agreement, dated December 9,
1996, between the Company and Kenneth M. Herman, Shoppers Food Warehouse Corp.
and Robert N. Herman, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The press release issued by the Company upon delivery of
the Buy/Sell Offer Letter on December 16, 1996 is attached hereto as Exhibit
99.1 and incorporated herein by reference.
There can be no assurance as to which of the offers included in the
Buy/Sell Offer Letter will be accepted. Nor can there be any assurance that
either of the transactions contemplated by the Buy/Sell Offer Letter will in
fact be consummated, or as to the timing or terms of any possible sale by the
Company of its 50% equity interest in Shoppers Food Warehouse Corp.
("Shoppers") or any possible purchase by the Company of the other 50% equity
interest in Shoppers. If the Company sells its 50% equity interest in
Shoppers, no assurance can be given as to the use of the net proceeds from that
sale. If the Company purchases the other 50% equity interest in Shoppers, Dart
expects to raise the necessary financing and, subject to any limitations that
might be judicially imposed, may thereafter sell all or part of the
interest in Shoppers it then would hold, but there can be no assurance as to
whether or not, or as to when or at what price, any such sale would occur.
Item 7. Financial Statements and Exhibits
Exhibit 10.1 Letter Agreement, dated December 9, 1996,
between Dart Group Corporation and Kenneth M.
Herman, Shoppers Food Warehouse Corp. and
Robert N. Herman
Exhibit 10.2 Letter, dated December 16, 1996, from Dart
Group Corporation to Kenneth M. Herman and
Robert N. Herman
Exhibit 99.1 Press Release, dated December 17, 1996, of
Dart Group Corporation
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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: /s/ MARK A. FLINT
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Mark A. Flint
Senior Vice President and
Chief Financial Officer
Date: December 17, 1996
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DART GROUP CORPORATION
Form 8-K
Exhibit Index
Exhibit 10.1 Letter Agreement, dated December 9, 1996,
between Dart Group Corporation and Kenneth M.
Herman, Shoppers Food Warehouse Corp. and
Robert N. Herman
Exhibit 10.2 Letter, dated December 16, 1996, between Dart
Group Corporation to Kenneth M. Herman and
Robert N. Herman
Exhibit 99.1 Press Release, dated December 17, 1996, of
Dart Group Corporation
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