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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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 29, 1995
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Dart Group Corporation.
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(Exact Name of Registrant as Specified in 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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Index to Exhibits Appears at Page 5
Page 1 of 7 Pages
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Item 5. Other Events.
On December 29, 1995 Dart Group Corporation (the "Corporation")
issued a press release announcing the appointment of Ambassador Richard B.
Stone as Voting Trustee under the Voting Trust Agreement entered into on
October 6, 1995, as part of the Corporation's settlement with Ronald S. Haft.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by this reference.
Page 2 of 7 Pages
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements -- None.
(b) Pro Forma Financial Information -- None.
(c) Exhibits
99.1 Press Release issued by Dart Group Corporation on
December 29, 1995
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dart Group Corporation
By: /s/ Ronald Rice
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Name: Ronald Rice
Title: Assistance Vice President
and Controller
Date: December 29, 1995
Page 4 of 7 Pages
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Exhibit Index
Exhibit No. Description of Exhibits Page
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99.1 Press Release issued by the Corporation on
December 29, 1995. 6
Page 5 of 7 Pages
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Exhibit 99.1
Contact: Stanley Rubenstein
212-297-6108
DART GROUP CORPORATION
ANNOUNCES APPOINTMENT OF VOTING TRUSTEE
Landover, Maryland, December 29, 1995 . . . Dart Group Corporation (NASDAQ:
DARTA), announced the appointment of Ambassador Richard B. Stone as Voting
Trustee under the Voting Trust Agreement entered into on October 6, 1995, as
part of the Corporation's settlement with Ronald S. Haft.
Ambassador Stone served as United States Ambassador to Denmark during the Bush
administration from 1991 to 1993 and was a United States Senator from Florida
from 1975 to 1981. Mr. Stone was the Chief Operating Officer of Capital Bank,
N.A. at the time of his appointment as Ambassador to Denmark and had served in
that bank's management since 1984. He currently serves as a director of ISS -
International Service System, a NYSE traded Danish based corporation which is
one of the largest international providers of cleaning and maintenance
services. Ambassador Stone is a graduate of Harvard College and the Columbia
University School of Law.
The Voting Trust Agreement provides that the initial voting trustees, Larry G.
Schafran and Sidney B. Silverman, are to appoint a permanent Voting Trustee and
to resign as initial voting trustees by January 4, 1996. Mr. Schafran and Mr.
Silverman have appointed Ambassador Stone as permanent Voting Trustee, and have
resigned their positions as Voting Trustees, in fulfillment of this provision
of the Voting Trust Agreement.
The Voting Trust Agreement provides that the Voting Trustee is charged to vote
the shares he holds as Voting Trustee in what he deems to be "in the best
interests of Dart and all of its shareholders as a single class." After
implementation of the settlement, a total of 327,270 shares of Dart Class B
Common Stock, the only class of Dart stock entitled to vote in the election of
directors, is issued and outstanding. Of this number, a total of 222,294
shares (or 67.9% of the total number of shares of Dart Class B Common
Page 6 of 7 Pages
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Stock issued and outstanding) -- which represent voting control of Dart -- is
held by the Voting Trustee.
Lawsuits filed in the Delaware Court of Chancery by Robert, Mary, Gloria and
Linda Haft and by Herbert Haft have challenged the validity of settlement
transactions between the Corporation and Ronald S. Haft. These lawsuits seek,
among other relief, the invalidation of the Voting Trust and the issuance to
Ronald S. Haft of 197,048 shares of Dart Class B Common Stock that are subject
to the Voting Trust Agreement. No assurance can be given as to the outcome of
these lawsuits.
Previously, on December 6, 1995 the Delaware Court of Chancery issued a
Standstill Order in connection with the pending litigation relating to the
settlement transactions with Ronald S. Haft. The Standstill Order prohibits
Dart from, among other things, recognizing any stockholder action seeking to
change its Certificate of Incorporation or Bylaws or seeking to change the
composition of the Corporation's Board of Directors, until further order of the
Court.
For responses to questions concerning the foregoing, please communicate with
L.G. Schafran, Chairman of the Executive Committee Dart Group Corporation
(301.731.1502).
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