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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF 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 8, 1998
(Date Of Event Which Requires Filing Of This Statement)
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This Amendment No. 2 to Schedule 14D-1 supplements and amends the Tender
Offer Statement on Schedule 14D-1, originally filed on April 15, 1998 (the
"Schedule 14D-1"), as amended by Amendment No. 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
the 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.
Item 10. Additional Information.
(f) The text set forth in the second paragraph under the caption "Certain
Company Projections" in Section 8 of the Offer to Purchase and which currently
states "None of the Company, Purchaser or Parent or their respective financial
advisors or any of their respective directors or officers assumes any
responsibility for the accuracy of any projections" is hereby amended to read
"None of Purchaser or Parent or their respective financial advisors or the
financial advisors to the Company or any of the foregoing entities' respective
directors or officers assumes any responsibility for the accuracy of any
projections.".
The text set forth in clause (iii) in the first paragraph of Section 14
of the Offer to Purchase and which currently states "(iii) if, at any time on or
after the date of the Merger Agreement and before acceptance for payment of, or
payment for, such Shares any of the foregoing events shall occur:" is hereby
amended to read "(iii) if, at any time on or after the date of the Merger
Agreement and before the Expiration Date any of the foregoing events shall
occur:".
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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 11, 1998
RICHFOOD HOLDINGS, INC.
By: /s/ John E. Stokely
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Name: John E. Stokely
Title: President & Chief
Executive Officer
DGC ACQUISITION, INC.
By: /s/ John E. Stokely
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Name: John E. Stokely
Title: President & Chief
Executive Officer
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