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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 1934
Date of Report (Date of earliest event reported) October 3, 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 4.
This filing contains one exhibit.
Page 1 of 4
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Item 1. Changes in Control of Registrant
The discussion under the caption "Stock Options" in Item 5 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 5. Other Events
Appointment of Chief Financial Officer
Robert A. Marmon has been appointed to the position of Treasurer and
Chief Financial Officer of Dart Group Corporation (the "Corporation") and its
subsidiary corporations (excluding Shoppers Food Warehouse Corporation), Chief
Financial Officer of Crown Books Corporation ("Crown Books") and its
subsidiary corporations, and Principal Financial Officer of Trak Auto
Corporation ("Trak Auto") and its subsidiary corporations. Mr. Marmon is
serving in these positions pursuant to a consulting agreement that has a term
of seven months commencing October 1, 1994. For further information please see
the Corporation's News Release attached hereto as Exhibit 28.1, which is hereby
incorporated by reference.
Stock Options
On October 3, 1994, Dart Group Corporation filed an Answer in Ronald
S. Haft v. Dart Group Corporation, Del. Ch. 13736 (filed September 12, 1994),
rejecting the validity of options sought to be exercised by Ronald S. Haft to
purchase, at an exercise price of $89.65 per share, 197,048 shares of Dart
Group Corporation's Class B Common Stock.
Executive Committee
The Boards of Directors of Crown Books, Trak Auto and Total Beverage
Corporation have each created an Executive Committee of the Board of Directors
to conduct corporate affairs with respect to matters that are the subject of
dispute between the present Chairman and the present President of the
Corporation. The directors appointed to each Executive Committee are Douglas
M. Bregman, H. Ridgely Bullock, Larry Schafran and Bonita Wilson. Any and all
actions of each Executive Committee are required to be without a dissenting
vote.
Control Procedure
As previously reported, on August 4, 1994, the Corporation caused to
be issued to Herbert H. Haft two bank cashier's checks in the amount of
$18,000,000 in exchange for a promissory note from Mr. Haft. On August 8, 1994
Mr. Haft returned to the Corporation the two checks, unnegotiated. Mr. Haft
subsequently paid the Corporation interest on the amount for the period it was
outstanding. The Executive Committee of the Board of Directors of the
Corporation has conducted a review of this transaction and determined that
appropriate internal control procedures were not in place. The Board of
Directors has adopted a policy that no funds of the Corporation will be
advanced to any person who owns
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of record or has power to vote 10% or more of the Corporation's Class B common
stock (except pursuant to contracts previously approved by the Board of
Directors) without prior approval of a majority of the disinterested
directors. The Executive Committee, with the assistance of counsel, is
continuing to review circumstances related to the loan as well as certain
charges of misconduct made by the Corporation's Chairman and Chief Executive
Officer and the Corporation's President and Chief Operating Officer against
each other.
Item 7. Exhibits
28.1 Dart Group Corporation News Release Page 4
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 thereunto duly authorized.
DART GROUP CORPORATION
October 12, 1994 Robert A. Marmon
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Date ROBERT A. MARMON
Chief Financial Officer
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Dart Group Press Release
Contact: Stanley Rubenstein
212-297-6108
DART GROUP CORPORATION
APPOINTS NEW CHIEF FINANCIAL OFFICER
Landover, MD, October 11, 1994 ... Dart Group Corporation (NASDAQ:
DARTA), has announced the appointment of Robert A. Marmon as its Chief
Financial Officer. Mr. Marmon will also serve as Chief Financial Officer for
Crown Books Corporation and Principal Financial Officer for Trak Auto
Corporation and certain other companies in which Dart or its majority owned
subsidiaries hold majority interests.
Mr. Marmon, 50, of Merion Pennsylvania is a management consultant. He
is a McKinsey & Company, Inc. alumnus and was an executive with The Palmieri
Company from 1973 to 1988. The Palmieri Company specializes in managing
companies and assets to restore or improve their values. As a Palmieri
executive, Mr. Marmon served as Chief Financial Officer of both public and
private companies.
Dart owns approximately 51% of Crown Books, 65% of Trak Auto, 50% of
Shoppers Food Warehouse, and 100% of Dart Group Financial, Cabot-Morgan Real
Estate Company and Total Beverage.
Trak Auto operates 292 parts stores including 96 Super Trak stores and
three Super Trak Warehouse stores in the Washington, D.C.; Richmond, Virginia;
Chicago, Illinois; and Los Angeles, California metropolitan areas. Crown Books
operates 234 book stores including 68 Super Crown Books stores in the
Washington, D.C. area; California; Houston, Texas; Chicago, Illinois; and
Seattle, Washington. Shoppers Food Warehouse operates 35 stores in the
Washington, D.C. metropolitan area. Cabot-Morgan has interests in shopping
centers in the Washington, D.C. metropolitan area. Dart Group Financial buys
and holds bankers' acceptances. Total Beverage operates three beverage super
stores in the Washington, D.C. metropolitan area.
CORPORATE HEADQUARTERS: 3300 75TH AVENUE, LANDOVER, MARYLAND, 20875
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