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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 18, 1996
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DART GROUP CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 0-1946 53-0242973
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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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 18, 1996, Dart Group Corporation (the "Company") received from
Kenneth M. Herman the letter attached hereto as Exhibit 10.1, which is
incorporated herein by reference (the "Herman Letter"). If the Company
purchases the Herman family's 50% equity interest in Shoppers as contemplated
by the Herman Letter, Dart expects to raise the necessary financing from third
parties 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, dated December 18, 1996, from Kenneth M.
Herman to 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 SENIOR
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Mark A. Flint Senior
Vice President and
Chief Financial Officer
Date: December 30, 1996
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DART GROUP CORPORATION
Form 8-K
Exhibit Index
Exhibit 10.1 Letter, dated December 18, 1996, from Kenneth M.
Herman to Dart Group Corporation
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Exhibit 10.1
[Letterhead of Shoppers Food Warehouse]
December 18, 1996
BY TELECOPIER (301) 772-3910
Dart Group Corporation
3300 75th Avenue
Landover, Maryland 20785
Attention: Chief Financial Officer
Gentlemen:
Reference is made to the letter dated December 16, 1996 from Dart Group
Corporation to Kenneth M. Herman and Robert N. Herman (the "Offer Letter")
pursuant to which, inter alia, Dart Group Corporation has offered (the
"Purchase Offer") to buy from Kenneth M. Herman, his personal representative
and any Permitted Transferees (as that term is defined in the Stockholders'
Agreement referred to below) (collectively, 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.) (the "Herman
Shares"), for a price of Two Hundred and Ten Million Dollars ($210,000,000)
(the "Offer Price"). The Purchase Offer was 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").
Kenneth M. Herman, on behalf of himself and the Hermans, hereby accepts
the Purchase Offer. The Hermans are prepared to close the sale of the Herman
Shares to Dart Group Corporation (the "Closing") on the sixtieth (60) day
following the date of this acceptance of the Purchase Offer as provided by the
Stockholders' Agreement, or at an earlier date as agreed to by the parties.
At the Closing, the Hermans will deliver to Dart Group Corporation the
documentation listed as paragraphs (1) and (2) of the Offer Letter, as well as
any additional transfer forms, documents of title or similar documents or
instruments that counsel for Dart Group Corporation and counsel for the Hermans
reasonably deem necessary to assure the valid and effective sale, assignment
and transfer to Dart Group Corporation of the Herman Shares free and clear of
all liens, restrictions, charges, security interests, encumbrances and adverse
claims, in each case against transfer by Dart Group Corporation to the Hermans
of the Offer Price in immediately available funds to a bank account or accounts
designated in writing by Kenneth M. Herman.
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Dart Group Corporation
December 18, 1996
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We look forward to completing the sale of the Herman Shares to Dart Group
Corporation.
Very truly yours,
/S/ KENNETH HERMAN
Kenneth Herman
cc: Kenneth J. Ayres, Esq. (by fax)
Jones, Day, Reavis & Pogue
1450 G Street, N.W.
Washington, D.C. 20005
Fax no: (202) 737-2832
Robert N. Herman
Dennis J. Block, Esq.
Weil, Gotshal & Manges
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