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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) February 5, 1998
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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 (I.R.S. 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) 226-1200
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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 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 February 5, 1998, Dart Group Corporation ("Dart") announced the
closing of a settlement agreement with Herbert H. Haft (the "HHH Settlement
Agreement") and a Second Supplemental Settlement Agreement with Ronald S. Haft
("Second Supplemental Agreement") (collectively, the "Settlements"). A press
release announcing the closing of the Settlements is incorporated by reference
and attached hereto as Exhibit 99.1.
As part of the closing of the HHH Settlement Agreement, Herbert H. Haft
(a) sold to Dart all of his shares of, and options to purchase, Dart Class A
Common Stock, and his capital stock of Dart's subsidiaries Trak Auto Corporation
and Crown Books Corporation, (b) resigned from all of his positions with Dart
and its subsidiary corporations, (c) relinquished his claim to voting control of
Dart, and (d) terminated his employment agreement with Dart. In addition, all
outstanding litigation and disputes between Dart and Herbert H. Haft were
resolved. As consideration for the HHH Settlement Agreement, Dart paid Herbert
H. Haft approximately $28 million at the closing. In connection with the closing
of the Settlements, Dart also made a $10 million loan to a partnership owned by
Ronald S. Haft, the proceeds of which were used to repay a $10 million note to
Herbert H. Haft.
In connection with the closing of the Second Supplemental Agreement,
Dart and Ronald S. Haft entered into an Amendment to Buy/Sell/Offering
Agreement, amending the Buy/Sell/Offering Agreement dated as of October 6, 1995
between Dart and Ronald S. Haft. A copy of the Amendment to Buy/Sell/Offering
Agreement is incorporated by reference and attached hereto to Exhibit 99.2.
On February 16, 1998 Dart exercised its call option under the
Buy/Sell/Offering Agreement, as amended, to repurchase from Ronald S. Haft all
of the Class A Common Stock and Class B Common Stock held on behalf of Ronald S.
Haft in a voting trust (the "Voting Trust Shares"). On February 17, 1998 Dart
repurchased the Voting Trust Shares, resulting in the repurchase by Dart of all
of its voting shares. In connection therewith, Dart's board of directors
approved an Amended and Restated Certificate of Incorporation, which provides
voting rights for the heretofore non-voting Class A Common Stock. A copy of the
Amended and Restated Certificate of Incorporation is incorporated by reference
and attached hereto as Exhibit 99.3. A press release announcing the purchase of
the Voting Trust Shares is incorporated by reference and attached as Exhibit
99.4.
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Item 7. Financial Statements and Exhibits
Exhibit 99.1 Press Release, dated February 5, 1998, of Dart
Group Corporation announcing the closing of
settlements with Herbert H. Haft and Ronald
S. Haft
Exhibit 99.2 Amendment to Buy/Sell/Offering Agreement,
dated as of January 30, 1998, by and between
Dart Group Corporation and Ronald S. Haft.
Exhibit 99.3 Amended and Restated Certificate of
Incorporation, approved by the board of
directors of Dart Group Corporation on
February 12, 1998 and ratified by the voting
trustee on behalf of all Class B Common
Stock on February 16, 1998.
Exhibit 99.4 Press Release, dated February 17, 1998, of
Dart Group Corporation announcing the
closing of the Buy/Sell/Offering Agreement,
dated as of October 6, 1995, by and between
Dart Group Corporation and Ronald S. Haft.
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
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Mark A. Flint
Senior Vice President and
Chief Financial Officer
Date: February 18, 1998
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DART GROUP CORPORATION
Form 8-K
Exhibit Index
Exhibit 99.1 Press Release, dated February 5, 1998, of Dart
Group Corporation announcing the closing of
settlements with Herbert H. Haft and Ronald
S. Haft
Exhibit 99.2 Amendment to Buy/Sell/Offering Agreement,
dated as of January 30, 1998, by and between
Dart Group Corporation and Ronald S. Haft.
Exhibit 99.3 Amended and Restated Certificate of
Incorporation, approved by the board of
directors of Dart Group Corporation on
February 12, 1998 and ratified by the voting
trustee on behalf of all Class B Common
Stock on February 16, 1998.
Exhibit 99.4 Press Release, dated February 17, 1998, of
Dart Group Corporation announcing the
closing of the Buy/Sell/Offering Agreement,
dated as of October 6, 1995, by and between
Dart Group Corporation and Ronald S. Haft.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
DART GROUP ANNOUNCES CLOSING OF SETTLEMENT WITH HERBERT H. HAFT
LANDOVER, MD, February 5, 1998...Dart Group Corporation (Nasdaq: DARTA)
announced today that it has consummated the closing under its settlement
agreement with Herbert H. Haft that was executed on October 16, 1997 and
approved at a hearing before the Delaware Chancery Court in November 1997 as
fair, reasonable and adequate to the company and its stockholders.
The consummation of the closing means that Mr. Haft's equity interests
in, and management involvement with, the company and its subsidiaries comes to
an end. The company repurchased all remaining equity interests of Mr. Haft in
Dart Group and its two publicly traded majority owned subsidiaries, Trak Auto
Corporation (Nasdaq: TRKA) and Crown Books Corporation (Nasdaq: CRWN) for cash.
As part of the settlement, Mr. Haft has also agreed generally not to acquire
stock of the company and its subsidiaries until October 16, 2007. In addition,
Mr. Haft resigned from his position as a director and officer of the company and
its subsidiaries. Richard B. Stone, who has been serving as acting chief
executive officer of the company and its subsidiaries, is expected to become the
chief executive officer.
Consummation of the settlement with Mr. Haft also means that all
litigation between Dart Group and members of the Haft family has been settled
and will be dismissed, and the company will no longer be subject to the
standstill imposed by the Delaware Chancery Court.
As a result of the settlement closing, the only involvement of the Haft
family in the ownership and management of the company and its subsidiaries is
through the ownership by Ronald Haft of certain shares of class A non-voting
stock and all of the outstanding class B voting stock of Dart Group, which
shares are subject to a voting trust agreement, the voting trustee of which is
Senator Stone. The company has the option to acquire all such shares from Ronald
Haft, and it is the company's intention to do so later this month and thereby
terminate the voting trust agreement. Simultaneously therewith, the company
intends to make all class A non-voting shares held by the public, as well as all
class B voting shares, a single class of voting common stock.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release that are not historical facts are
forward-looking statements. Actual results may differ materially from those
projected in the forward-looking statements, which statements involve risks and
uncertainties. Investors are directed to the other risks
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discussed in documents filed by Dart Group Corporation with the Securities and
Exchange Commission.
CONTACT: Marina Ein, 202-223-2922, for the Dart Group.
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EXHIBIT 99.2
AMENDMENT TO BUY/SELL/OFFERING AGREEMENT
This AMENDMENT TO BUY/SELL/OFFERING AGREEMENT (this "Buy/Sell
Amendment"), dated as of this 29th day of January, 1998, by and between Dart
Group Corporation ("Dart") and Ronald S. Haft ("RSH").
WITNESSETH:
WHEREAS, Dart and RSH entered into that certain Settlement Agreement,
dated as of October 6, 1995 (the "RSH/Dart Settlement Agreement"), for the
purpose of, inter alia, settling certain lawsuits and other disputes between
them;
WHEREAS, in connection with the RSH/Dart Settlement Agreement, Dart and
RSH entered into that certain Buy/Sell/Offering Agreement, dated as of October
6, 1995 (the "Buy/Sell/Offering Agreement");
WHEREAS, on October 18, 1995, Robert M. Haft, Gloria G. Haft and Linda
G. Haft (collectively, "RGL") filed a lawsuit captioned Gloria Haft, et al. v.
Larry Schafran, et al., Civ. A. No. 14620 (Del. Ch.), challenging the legal
effect of certain of the transactions pursuant to the RSH/Dart Settlement
Agreement (the "Section 225 Lawsuit");
WHEREAS, on November 6, 1995, Herbert H. Haft ("HHH") filed a lawsuit
captioned Herbert H. Haft v. Dart Group Corporation, et al., Civ. A. No. 14685
(Del. Ch.), challenging the transactions pursuant to the RSH/Dart Settlement
Agreement (the "HHH Settlement Lawsuit");
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WHEREAS, Dart and certain of its subsidiaries have entered into, and
consummated the closing under, a Settlement Agreement, dated August 18, 1997,
with RGL pursuant to which, inter alia, Dart has purchased a total of 104,976
shares of Dart Class B Common Stock for a total price of approximately $14.7
million and consummated certain other settlement transactions with RGL involving
additional payments by Dart and/or its subsidiaries totalling more than $35
million, and RGL have dismissed the Section 225 Lawsuit;
WHEREAS, Dart and HHH have entered into a Settlement Agreement, dated
as of October 9, 1997 (the "HHH/Dart Settlement Agreement"), pursuant to which,
inter alia, HHH has agreed to relinquish his claim to power to vote shares of
Dart Class B Common Stock and to terminate the HHH Settlement Lawsuit, and Dart
has agreed to consummate certain other settlement transactions with HHH
involving payments by Dart and/or its subsidiaries totalling more than $27
million and a loan by Dart of $10 million.
WHEREAS, in connection with the execution and delivery of the HHH/Dart
Settlement Agreement, Dart and RSH entered into that certain Second Supplemental
Settlement Agreement, dated October 9, 1997, which provides for the execution
and delivery of this Buy/Sell Amendment;
WHEREAS, the execution and delivery of this Buy/Sell Amendment is a
condition precedent to the closing of the transactions contemplated by the
HHH/Dart Settlement Agreement;
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WHEREAS, Dart and RSH wish to amend the Buy/Sell/Offering Agreement as
set forth herein.
NOW THEREFORE, for and in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of Buy/Sell/Offering Agreement. Section 7(a) of the
Buy/Sell/Offering Agreement shall hereby be amended by deleting the date
"December 31, 1999" and substituting therefor the date "December 31, 1997."
2. Effectiveness. The amendment to the Buy/Sell/Offering Agreement set
forth in Section 1 of this Buy/Sell Amendment shall be effective immediately
upon the execution and delivery of this Buy/Sell Amendment.
3. Counterparts. This Buy/Sell Amendment may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, RSH and Dart have executed this Buy/Sell Amendment,
or have caused this Buy/Sell Amendment to be executed on their behalf, on the
date first above written.
/s/ RONALD S. HAFT
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RONALD S. HAFT
DART GROUP CORPORATION
By: /s/ RICHARD B. STONE
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Name: Richard B. Stone
Title: Acting Chief Executive Officer
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EXHIBIT 99.3
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DART GROUP CORPORATION
Dart Group Corporation (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law"), hereby certifies as follows:
1. The present name of the Corporation is "Dart Group Corporation."
The name under which the Corporation was originally incorporated is "Dart Drug
Corporation." The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on March 25, 1960.
2. This Amended and Restated Certificate of Incorporation has been
duly adopted and proposed to the stockholders of the Corporation entitled to
vote thereon by the Board of Directors of the Corporation, and has been approved
and adopted by the stockholders of the Corporation entitled to vote thereon, in
accordance with Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.
3. Pursuant to Section 242 and 245 of the General Corporation Law of
the State of Delaware, this Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation.
4. The text of the Certificate of Incorporation as heretofore amended
is hereby restated and further amended to read in its entirety as hereinafter
set forth:
FIRST. The name of the Corporation is DART GROUP CORPORATION.
SECOND. Its registered office in the state of Delaware is located at
1209 Orange Street, in the city of Wilmington, County of New Castle. The name
and address of its registered agent is The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law.
FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue shall be 3,500,000 shares of Common Stock, par value $1
per share (hereinafter called "Common Stock"), amounting in the aggregate to
$3,500,000 and 3,500 shares of Series A Junior Participating Preferred Stock,
par value $.00005 per share, having the designations, powers, preferences and
rights, and subject to the qualifications, limitations and restrictions, set
forth in Exhibit A hereto. Prior to the effectiveness of this Amended and
Restated Certificate of
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Incorporation, the total number of shares which the Corporation had authority to
issue was 3,500,000 of which 3,000,000 shares were Class A Common Stock, par
value $1 per share (hereinafter called "Class A Stock"), and of which 500,000
shares were Class B Common Stock, par value $1 per share (hereinafter called
"Class B Stock"). Upon the effectiveness of this Amended and Restated
Certificate of Incorporation each share of Class A Stock and each share of Class
B Stock shall be reclassified as one share of Common Stock.
No holder of any shares of any class of stock of the Corporation shall
be entitled, as such, as a matter of right, to subscribe for or purchase or
receive any part of any unissued stock of any class of the Corporation, or of
any stock of any class issued and thereafter acquired by the Corporation,
whether now authorized or hereafter created, or of any securities of any kind
convertible into or evidencing the right to subscribe for or purchase or receive
any stock of any class of the Corporation, whether now authorized or hereafter
created, and in either case, whether issued for cash, property, services or any
other consideration.
FIFTH. Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting
of such holders and may not be effected by any consent in writing by such
holders unless such written consent is given by all of the stockholders. Except
as otherwise required by law, special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board or the President.
Advance notice of stockholder nominations for the election of directors
and any action a stockholder proposes to take at a meeting shall be given in the
manner provided in the Bylaws of the Corporation.
SIXTH. The board of directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or repeal
Bylaws of the Corporation, except as such power may be restricted or limited by
the General Corporation Law.
SEVENTH. A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. Any amendment or repeal of this ARTICLE SEVENTH shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder in respect of any act or omission occurring prior to such
amendment or repeal.
If the General Corporation Law shall be amended to authorize corporate
action further eliminating or limiting the liability of directors, then a
director of the Corporation, in addition to the circumstances in which such
director is not liable immediately prior to such amendment, shall be free of
liability to the fullest extent permitted by the General Corporation Law, as so
amended.
EIGHTH. Each person who was or is a party or is threatened to be made a
party to, or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted from time to time by the General Corporation Law of the
State of Delaware as the same exists or may
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hereafter be amended (but, if permitted by applicable law, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) or any other applicable laws as
presently or hereafter in effect. The Corporation may, by action of the Board of
Directors, provide indemnification to employees and agents (other than a
director or officer) of the Corporation, to directors, officers, employees or
agents of any subsidiary of the Corporation, and to each person serving at the
request of the Corporation or any of its subsidiaries as a director, officer,
partner, member, employee, or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, with the same scope
and effect as the foregoing indemnification of directors and officers of the
Corporation. The Corporation shall be required to indemnify any person seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Board of Directors or is a Proceeding to enforce such person's claim to
indemnification pursuant to the rights granted by this Certificate of
Incorporation or otherwise by the Corporation. Without limiting the generality
or the effect of the foregoing, the Corporation may enter into one or more
agreements with any person which provide for indemnification greater or
different than that provided in this ARTICLE EIGHTH. Any amendment or repeal of
this ARTICLE EIGHTH shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal.
NINTH. Except as may be expressly provided in this Amended and Restated
Certificate of Incorporation, the Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provision contained in
this Amended and Restated Certificate of Incorporation and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Amended and Restated Certificate of Incorporation in its
present form or as hereafter amended are granted subject to the right reserved
in this ARTICLE NINTH; provided that any amendment or repeal of ARTICLE SEVENTH
or ARTICLE EIGHTH of this Amended and Restated Certificate of Incorporation
shall not adversely affect any right or protection existing thereunder in
respect of any act or omission occurring prior to such amendment or repeal.
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IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its Chief Executive
Officer and attested to by its Secretary as of February 16, 1998.
DART GROUP CORPORATION
By: /s/ RICHARD B. STONE
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Name: Senator Richard B. Stone
Title: Chairman and Chief Executive Officer
ATTEST: /s/ ELLIOT ARDITTI
------------------
Name: Elliot Arditti
Title: Secretary
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EXHIBIT 99.4
FOR IMMEDIATE RELEASE CONTACT: Marina Ein
(202) 223-2922
DART GROUP ANNOUNCES BUYBACK OF SHARES FROM RONALD S. HAFT, CONVERSION OF
NON-VOTING COMMON STOCK TO VOTING COMMON STOCK, APPOINTMENT OF RICHARD B. STONE
AS CHAIRMAN AND ADOPTION OF SHAREHOLDER RIGHTS PLAN
Landover, Maryland, February 17, 1998...Dart Group Corporation (NASDAQ:
DARTA) announced today that it has taken a number of actions which, among other
things, bring to an end the involvement of the Haft family in the ownership and
management of the Company. The Company bought back from Ronald S. Haft all
shares of the Company that were previously owned by Mr. Haft. The 407,818 class
A non-voting shares and 222,294 class B voting shares acquired by the Company
had been subject to the terms of a voting trust agreement between Dart and Mr.
Haft, the voting trustee of which was Richard B. Stone. Simultaneously with the
closing of the purchase of such shares, the voting trust agreement was
terminated.
In connection with the buyback of shares from Mr. Haft, Dart amended
its certificate of incorporation to abolish the dual class common stock
structure that previously existed. All shares of class A non-voting stock and
shares of class B voting stock were converted into a single class of voting
common stock on a one-for-one basis. All of the common stock of the Company will
now have one vote per share. Previously, the Haft family and its affiliates held
all of the voting stock of Dart and public stockholders held only non-voting
class A shares.
The Company purchased the stock by tendering notes representing
indebtedness owed to the Company by Mr. Haft in an aggregate amount of
$77,642,235 and paying approximately $800,000 in cash. Such indebtedness had
been incurred by Mr. Haft to acquire the shares held in the voting trust.
Richard B. Stone, who had been serving as acting chief executive
officer of the Company and its subsidiaries, has become the chairman of the
board and chief executive officer of Dart Group and Crown Books Corporation
(NASDAQ: CRWN) and is expected to become chairman of the board of Trak Auto
Corporation (NASDAQ: TRKA). Mr. Stone is also serving as Chief Executive Officer
of Trak Auto Corporation. In addition, the Company announced that Ronald Rice,
formerly the Assistant Vice President - Finance of Dart Group, has been promoted
to Vice President Finance of Dart Group and that Robert Fishbein has been
promoted to Assistant Vice President Finance of Dart Group.
The Company also announced that, in addition to abolishing its dual
class common stock structure, it had amended its certificate of incorporation
and bylaws in certain other respects, including to require that stockholder
action be taken only at annual meetings of stockholders and special meetings of
stockholders called by the Chairman of the Board or the President of Dart and to
require timely prior notice for director nominations or other business that a
stockholder wishes to properly bring before a meeting of stockholders.
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Immediately after the effectiveness of the amendment to its certificate
of incorporation, the Company's board of directors declared a dividend
distribution of one preferred stock purchase right on each outstanding share of
its common stock. The rights will not become exercisable, and will continue to
trade with the common stock, unless a person or group acquires 15 percent or
more of Dart's common stock or announces a tender offer, the consummation of
which would result in ownership by a person or group of 15 percent or more of
Dart's common stock. Shareholders who own more than 15 percent of Dart's common
stock as of February 17, 1998 will not trigger exercisability of the rights
unless any such shareholder acquires more common stock after such date. Each
right will entitle a stockholder to buy one one-thousandth of a share of a newly
created Series A Junior Participating Preferred Stock of the Company at an
exercise price of $400 per one one-thousandth of a share.
If a person or group acquires 15 percent or more of Dart's outstanding
common stock, each right will entitle its holder (other than the acquiring
person or group) to purchase, at the right's then-current exercise price, a
number of shares of Dart's common stock having a market value of twice that
price. In addition, if Dart is acquired in a merger or other business
combination transaction after a person has acquired 15 percent or more of Dart's
outstanding common stock, each right will entitle its holder to purchase, at the
right's then-current exercise price, a number of the acquiring Company's common
shares having a market value of twice that price.
Following the acquisition by a person or group of 15 percent or more of
Dart's common stock and prior to an acquisition of 50 percent or more of the
common stock, the Board of Directors may exchange the rights (other than rights
owned by such person or group), in whole or in part, for consideration per right
consisting of one-half of the common stock that would be issuable upon exercise
of one right. Alternatively, the rights may be redeemed for 1/10th of a cent per
right, at the option of the Board of Directors, prior to the acquisition by a
person or group of beneficial ownership of 15 percent or more of Dart's common
stock.
The non-taxable dividend distribution will be made on March 3, 1998,
payable to stockholders of record on that date. The rights will expire on
February 16, 2001.
"The Board believes that the stock purchase rights plan represents a
sound and reasonable means of safeguarding the interests of stockholders," said
Senator Stone, in explaining the rights' issuance.
In unrelated news, in response to various press reports, the Company
confirmed that it had received an indication of interest to acquire its
subsidiary, Shoppers Food Warehouse, from a group that included Appian Advisors,
LLC, Leucadia International and Hamilton Morgan. Senator Stone said that the
Dart board would consider such indication of interest in due course. However, it
is the Company's policy not to comment on press reports, market rumors or the
status of negotiations related to extraordinary transactions. Therefore, the
Company does not intend to make any future announcements with respect to press
reports, market rumors or negotiations concerning extraordinary transactions
involving the Company.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release that are not historical facts are
forward looking statements. Actual results may differ materially from those
projected in the forward looking statements, which statements involve risks and
uncertainties. Investors are directed to the other risks discussed in documents
filed by Dart Group Corporation with the Securities and Exchange Commission.
16
