<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
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) May 9, 1997
-----------
DART GROUP CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-1946 53-0242973
- ----------------------------- -------------- -----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
3300 75th Avenue, Landover, Maryland 20785
------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (301) 731-1200
--------------
--------------------------------------------------------------------
(Former name or former address, if changed since last report).
The total number of sequentially numbered pages is 4.
The exhibit index appears on page 3.
Page 1 of 4
<PAGE> 2
Item 1. Changes in Control of Registrant
The discussion under Item 5 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5. Other Events
On May 9, 1997, Dart Group Corporation ("Dart") announced a two-week
extension of the conditional settlement agreement in principle reached on April
21, 1997, between Dart and Herbert H. Haft, Dart's founder and its present
Chairman and Chief Executive Officer. Dart's press release making such
announcement is incorporated herein by reference and attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
<TABLE>
<S> <C>
Exhibit 99.1 Press Release, dated May 9, 1997, of
Dart Group Corporation
</TABLE>
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: MARK A. FLINT
--------------------------
Mark A. Flint
Senior Vice President and
Chief Financial Officer
Date: May 12, 1997
Page 2 of 4
<PAGE> 3
DART GROUP CORPORATION
Form 8-K
Exhibit Index
Exhibit 99.1 Press Release, dated May 9, 1997, of Dart
Group Corporation
Page 3 of 4
<PAGE> 1
EXHIBIT 99.1
DART GROUP CORPORATION ANNOUNCES EXTENSION OF
CONDITIONAL SETTLEMENT AGREEMENT IN PRINCIPLE
WITH HERBERT H. HAFT
LANDOVER, MD, May 9, 1997 -- Dart Group Corporation (Nasdaq:
DARTA) announced today a two-week extension of the conditional settlement
agreement in principle reached on April 21, 1997, between Dart and Herbert H.
Haft, the Company's founder and its present Chairman and Chief Executive
Officer.
As announced on April 22, implementation of the conditional
agreement in principle is subject to the negotiation of a definitive settlement
agreement satisfactory to Dart and Dart's receipt of satisfactory advice from
its investment bankers. The conditional agreement in principle stated that it
would terminate if a definitive settlement agreement were not entered into by
May 9, 1997. Dart and Herbert Haft have not entered into a definitive
settlement agreement, and the agreement in principle has been amended to state
that it will terminate if a definitive agreement is not entered into by May 23,
1997.
The agreement in principle continues also to be conditioned on Dart's
entering into a supplemental settlement with Ronald Haft and a comprehensive
settlement with Gloria, Robert and Linda Haft. Negotiations with respect to
these related settlements are ongoing.
As previously announced, closing of the transactions
contemplated by the agreement in principle also is subject to (1) final and
non-appealable action by the Delaware Court of Chancery or the Delaware Supreme
Court approving all of the terms of the settlement, terminating certain
putative derivative actions pending with respect to Dart in the Delaware Court
of Chancery, and approving the October 1995 settlement between Dart and Ronald
Haft and the supplemental settlement between Dart and Ronald Haft, and (2)
final and non-appealable action by the U.S. Bankruptcy Court approving the
effectiveness of Chapter 11 plans of reorganization for certain real estate
entities owned by Mr. Haft and members of his family.
There can be no assurance that a definitive settlement
agreement between Dart and Herbert Haft will be entered into and that the
transactions contemplated by the conditional agreement in principle will be
implemented.
In its negotiation with members of the Haft family, Dart is
represented by the Executive Committee of its Board of Directors, comprised of
Larry G. Schafran, Chairman, Douglas M. Bregman, Esq. and Bonita A. Wilson.
For further information, contact Larry G. Schafran
(301-731-1502).
Page 4 of 4
