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Exhibit 10.2
[DART GROUP LETTERHEAD]
December 16, 1996
Mr. Kenneth M. Herman Mr. Robert N. Herman
Shoppers Food Warehouse Corp. Shoppers Food Warehouse Corp.
4600 Forbes Blvd. 4600 Forbes Blvd.
Lanham, Maryland 20706 Lanham, Maryland 20706
Gentlemen:
The following offers are made pursuant to Section 7 of that certain
Stockholders' Agreement, dated June 30, 1988, as amended, by and among Dart
Group Corporation, Kenneth M. Herman, "Jumbo Food Stores, Inc." (the name of
which is now Shoppers Food Warehouse Corp.) and Robert N. Herman (the
"Stockholders' Agreement"):
Offer to Sell. Dart Group Corporation hereby offers to sell to
Kenneth M. Herman, his personal representative and any Permitted
Transferees (as that term is defined in the Stockholders' Agreement)
(collectively, the "Hermans"), all of the securities of Shoppers Food
Warehouse Corp. that it holds (specifically, 5,000 shares of Class B
voting stock and 11,666 2/3 shares of Class A non-voting stock of
Shoppers Food Warehouse Corp.),(1) for a price of Two Hundred and Ten
Million Dollars ($210,000,000).
Offer to Buy. Dart Group Corporation hereby offers to buy from the
Hermans, all (but not less than all) of the securities of Shoppers
Food Warehouse Corp. that the Hermans hold (specifically, 5,000 shares
of Class B voting stock and 11,666 2/3 shares of Class A non-voting
stock of Shoppers Food Warehouse Corp.), for a price of Two Hundred
and Ten Million Dollars ($210,000,000).
At the closing pursuant to either the foregoing Offer to Buy or Offer
to Sell, as the case may be, the purchaser shall be entitled to receive
delivery of the following from each seller:
(1) Stock certificates for all of the shares being sold by such
seller, properly and fully endorsed for transfer
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(1) If and to the extent that Dart Group Corporation's subsidiary,
Dart/SFW Corp., has any interest in these shares, this offer to sell is made
on behalf of Dart/SFW Corp. as well as on behalf of Dart Group Corporation.
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Mr. Kenneth M. Herman
Mr. Robert N. Herman
December 16, 1996
Page 2
to the purchaser so as to immediately effect such transfer;
(2) A written representation and warranty, signed by each seller,
that such seller has full power and authority to sell, assign
and transfer the shares being sold thereby and that at the
closing the purchaser will acquire good and unencumbered title
to such shares, free and clear of all liens, restrictions,
charges, security interests, encumbrances and adverse claims;
and
(3) Any additional documents or instruments reasonably deemed by
the purchaser to be necessary or desirable to assure the valid
and effective sale, assignment and transfer to the purchaser
of the shares being sold by such seller, free and clear of all
liens, restrictions, charges, security interests, encumbrances
and adverse claims.
Very truly yours,
DART GROUP CORPORATION
By: /s/ HERBERT H. HAFT
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Herbert H. Haft, Chairman of
the Board of Directors and
Chief Executive Officer
By: /s/ L. G. SCHAFRAN
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Larry G. Schafran,
Chairman of the Executive
Committee of the Board of
Directors
cc: Dennis J. Block, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119