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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO.3 -- FINAL AMENDMENT TO SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
___________________
DART GROUP CORPORATION
(NAME OF SUBJECT COMPANY)
___________________________
DGC ACQUISITION, INC.
RICHFOOD HOLDINGS, INC.
(BIDDERS)
___________________________
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
__________________________
237415104
(CUSIP NUMBER OF CLASS OF SECURITIES)
_________________________
JOHN E. STOKELY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RICHFOOD HOLDINGS, INC.
4860 COX ROAD, SUITE 300
GLEN ALLEN, VIRGINIA 23060
(804) 915-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
GARY E. THOMPSON, ESQ.
HUNTON & WILLIAMS
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
(804) 788-8200
____________________________
MAY 12, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
PAGE 1 OF 6 PAGES
(EXHIBIT INDEX IS LOCATED ON PAGE 6)
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14D-1/A/13D
CUSIP NO. 237415104 PAGE 2 OF 6 PAGES
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
Richfood Holdings, Inc.
541438602
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,180,503
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95.9%
10. TYPE OF REPORTING PERSON
HC
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14D-1/A/13D
CUSIP NO. 237415104 PAGE 3 OF 6 PAGES
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
DGC Acquisition, Inc.
Applied for.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,180,503
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95.9%
10. TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 to Schedule 14D-1 supplements and amends the
Tender Offer Statement on Schedule 14D-1, originally filed on April 15, 1998, as
amended (the "Schedule 14D-1"), by DGC Acquisition, Inc., a Delaware corporation
("Purchaser"), and Richfood Holdings, Inc., a Virginia corporation ("Parent").
The Schedule 14D-1 relates to the tender offer by Purchaser to purchase all of
the outstanding common stock, par value $1.00 per share (the "Shares"), of Dart
Group Corporation, a Delaware corporation (the "Company"), at a price of $160.00
per share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 15, 1998, and in the
related Letter of Transmittal (which, together with any amendments hereto or
thereto, constitute the "Offer"). Capitalized terms used and not otherwise
defined herein have the meanings set forth in the Schedule 14D-1. This Amendment
No. 3 constitutes the final amendment to the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the
following:
The Offer expired at 12:00 midnight, New York City time, on May 12,
1998. On May 13, 1998, pursuant to the Offer and based upon a preliminary report
from the depositary, the Purchaser accepted for payment 1,180,503 Shares
(including 8,843 Shares tendered by guaranteed delivery), which represents
approximately 95.9% of the Shares currently outstanding.
A copy of a press release announcing the expiration of the Offer and
the acceptance of validly tendered and not withdrawn Shares is attached hereto
as Exhibit (a)(12) and is incorporated hereby by reference in its entirety.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the
following:
The Offer terminated at 12:00 Midnight, New York City time, on May 12,
1998.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(12), Press Release, dated May 13, 1998, as issued by Parent.
4
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 13, 1998
RICHFOOD HOLDINGS, INC.
By: /s/ John C. Belknap
---------------------
Name: John C. Belknap
Title: Executive Vice President,
Cheif Financial Officer
& Secretary
DGC ACQUISITION, INC.
By: /s/ John C. Belknap
---------------------
Name: John C. Belknap
Title: Executive Vice President,
Cheif Financial Officer
& Secretary
5
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- -------- -----------
(a)(12) Press Release, dated May 13, 1998, issued by Parent
6
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FOR IMMEDIATE RELEASE
RICHFOOD HOLDINGS, INC. ACQUIRES 96% OF
DART GROUP CORPORATION SHARES IN TENDER OFFER
RICHMOND, VA. May 13, 1998....Richfood Holdings, Inc. (NYSE: RFH) today
announced that its wholly owned subsidiary, DGC Acquisition, Inc., completed its
$160.00 per share cash tender offer for all of the outstanding shares of common
stock of Dart Group Corporation.
According to a preliminary count by the depositary for the offer, there were
tendered and not withdrawn 1,180,503 shares (including 8,843 shares tendered by
means of guaranteed delivery) as of the expiration of the tender offer, which
represents approximately 96% of the Dart Group shares currently outstanding. The
offer expired at 12:00 midnight, New York City time, Tuesday, May 12, 1998. DGC
Acquisition, Inc. accepted for payment all such shares validly tendered
according to the terms of the tender offer.
The tender offer will be followed by the merger of DGC Acquisition, Inc. into
Dart Group in which each Dart Group share not acquired in the tender offer, with
the exception of dissenting shares and shares owned, directly or indirectly, by
Dart, Richfood or DGC Acquisition, will be converted into the right to receive
$160.00 cash.
Dart Group Corporation, headquartered in Landover, Maryland, comprises Shoppers
Food Warehouse, a 100% owned chain of 37 price-impact supermarkets operating in
the greater Washington, D.C. market; Trak Auto, a publicly owned retailer of
auto parts, 67% owned by Dart; Crown Books, a publicly owned retailer of popular
books, 52% owned by Dart; and Total Beverage, a 100% owned discount beverage
retailer based in Washington, D.C.
Richfood Holdings, Inc., headquartered in Richmond, Virginia, is the largest
wholesale food distributor in the Mid-Atlantic operating region. The Company
provides a full range of grocery, dairy, frozen food, produce, meat and non-food
items to chain and independent retailers throughout the region. The Company also
operates the Metro chain of 17 retail grocery stores in the metropolitan
Baltimore area as well as 45 Farm Fresh retail grocery stores located primarily
in the Tidewater, Virginia region.
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Page two
Richfood Acquires 96% of Dart Group Corporation
May 13, 1998
Forward-looking statements in this news release, if any, are made under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Certain important factors that could cause results to differ materially from
those anticipated by the forward-looking statements are discussed from time to
time in reports filed by Richfood Holdings, Inc. with the Securities and
Exchange Commission.
For additional information, contact:
John C. Belknap
Executive Vice President and
Chief Financial Officer
Richfood Holdings, Inc.
(804) 915-6003
