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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 3
TRAK AUTO CORPORATION
(Name of Issuer)
TRAK AUTO CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
892887100
CUSIP (Number of Class of Securities)
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Robert A. Marmon
Trak Auto Corporation
3300 75th Avenue
Landover, Maryland 20785
(301) 731-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Michael R. Klein, Esq.
Thomas W. White, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
(202) 663-6000
December 21, 1994
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
$30,750,000 $6,150
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* Assumes purchase of 1,500,000 shares at $20.50 per share.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $6,150 Filing Party: Trak Auto Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: December 21, 1994, February 6, 1995
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Trak Auto Corporation hereby amends and supplements its Statement on
Schedule 13E-4 (the "Original Schedule 13E-4") filed with the Securities and
Exchange Commission on December 21, 1994 and amended on January 24, 1995 and
February 7, 1995. Unless otherwise indicated herein, each capitalized term used
but not defined herein shall have the meaning assigned to such term in the
Original Schedule 13E-4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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99(a)(1) Form of Offer to Purchase dated December 21, 1994.
99(a)(2) Form of Letter of Transmittal.
99(a)(3) Form of Notice of Guaranteed Delivery.
99(a)(4) Form of letter to brokers, dealers, commercial banks, trust companies and
other nominees dated December 21, 1994.
99(a)(5) Form of letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated December 21, 1994. December 21,
1994.
99(a)(6) Form of letter to shareholders from the Chairman and Chief Executive Officer
of the Company dated December 21, 1994.
99(a)(7) Form of Press Release dated December 20, 1994.
99(a)(8) Form of Summary Advertisement dated December 21, 1994.
99(a)(9) Form of Press Release dated January 23, 1995.
99(a)(10) Form of Supplement, dated February 6, 1995, to Offer to Purchase.
99(a)(11) Form of Letter of Transmittal mailed with Supplement.
99(a)(12) Form of Letter to brokers, dealers, commercial banks, trust companies and
other nominees dated February 6, 1995.
99(a)(13) Form of Letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated February 6, 1995.
99(a)(14) Form of Notice of Guaranteed Delivery mailed with Supplement.
99(a)(15) Form of Press Release dated February 3, 1995.
99(a)(16) Loan Agreement between Dart Group Corporation and Trak Auto Corporation
dated February 6, 1995.
99(a)(17) Form of Summary Advertisement dated February 8, 1995 (filed herewith).
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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.
TRAK AUTO CORPORATION
By: /s/ Robert A. Marmon
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Robert A. Marmon
Principal Financial Officer
Dated: February 8, 1995
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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99(a)(1)* -- Form of Offer to Purchase dated December 21, 1994.
99(a)(2)* -- Form of Letter of Transmittal.
99(a)(3)* -- Form of Notice of Guaranteed Delivery.
99(a)(4)* -- Form of letter to brokers, dealers, commercial banks, trust companies and
other nominees dated December 21, 1994.
99(a)(5)* -- Form of letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated December 21, 1994. December 21,
1994.
99(a)(6)* -- Form of letter to shareholders from the Chairman and Chief Executive
Officer of the Company dated December 21, 1994.
99(a)(7)* -- Form of Press Release dated December 20, 1994.
99(a)(8)* -- Form of Summary Advertisement dated December 21, 1994.
99(a)(9)* -- Form of Press Release dated January 23, 1995.
99(a)(10) -- Form of Supplement, dated February 6, 1995, to Offer to Purchase.
99(a)(11)* -- Form of Letter of Transmittal mailed with Supplement.
99(a)(12)* -- Form of Letter to brokers, dealers, commercial banks, trust companies and
other nominees dated February 6, 1995.
99(a)(13)* -- Form of Letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated February 6, 1995.
99(a)(14)* -- Form of Notice of Guaranteed Delivery mailed with Supplement.
99(a)(15)* -- Form of Press Release dated February 3, 1995.
99(a)(16)* -- Loan Agreement between Dart Group Corporation and Trak Auto Corporation
dated February 6, 1995.
99(a)(17) -- Form of Summary Advertisement dated February 8, 1995.
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* Previously filed.
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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated December
21, 1994, as amended by the Supplement dated February 6, 1995, and the related
Letters of Transmittal. Capitalized terms not defined in the notice have the
respective meanings ascribed to such terms in the Offer to Purchase. The Company
is not aware of any jurisdiction where the making of the Offer would not be in
compliance with the laws of such jurisdiction. If the Company becomes aware of
any jurisdiction where the making of the Offer would not be in compliance with
such laws, the Company will make a good faith effort to comply with such laws or
seek to have such laws declared inapplicable to the Offer. If after such good
faith effort the Company cannot comply with any such applicable laws, the Offer
will not be made to, nor will tenders be accepted from or on behalf of, owners
of shares in any such jurisdictions. In those jurisdictions whose laws require
that the Offer be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Company by Wasserstein Perella & Co., Inc. as Dealer
Manager, or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
Notice of Amended Offer to Purchase for Cash
by
TRAK AUTO CORPORATION
Up to 1,500,000 Shares of its Common Stock
at a Purchase Price of $20.50 per share
Trak Auto Corporation, a Delaware corporation (the "Company"), has
increased the Purchase Price at which it is offering to purchase shares of its
common stock, par value $.01 per share (the "Shares"), from $17.50 per Share to
$20.50 per Share (the "Revised Purchase Price"), net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
December 21, 1994 (the "Offer to Purchase"), as amended by a Supplement dated
February 6, 1995 (the "Supplement"), and the related Letters of Transmittal
(which together constitute the "Offer"). The information contained in the Offer
to Purchase, the Supplement and the Letters of Transmittal is incorporated by
reference herein in its entirety.
THE COMPANY HAS REMOVED, AS A CONDITION TO ACCEPTANCE OF SHARES PURSUANT TO
THE OFFER, THE REQUIREMENT THAT AT LEAST 1,500,000 SHARES BE TENDERED AND WILL
NOW PURCHASE UP TO 1,500,000 SHARES PURSUANT TO THE OFFER, EVEN IF FEWER THAN
1,500,000 SHARES ARE TENDERED. THE OFFER REMAINS SUBJECT TO THERE BEING AT LEAST
500 BENEFICIAL OWNERS OF SHARES FOLLOWING COMPLETION OF THE OFFER, AND TO
CERTAIN OTHER CONDITIONS SET FORTH IN THE OFFER.
THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
NOW EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 21, 1995, UNLESS
THE OFFER IS FURTHER EXTENDED.
Neither the Company nor the Board of Directors of the Company is making any
recommendation to shareholders as to whether to tender or refrain from tendering
shares. Each shareholder must make his own decision whether to tender Shares. As
explained in more detail in the Offer to Purchase, Dart Group Corporation
("Dart"), the beneficial owner of approximately 3,962,245 Shares (64.8% of the
issued and outstanding shares as of December 20, 1994), officers and directors
of which are directors of the Company, has advised the Company that it does not
intend to tender any Shares in response to the Offer. The Company has been
advised that no other director or executive officer of the Company intends to
tender any Shares pursuant to the Offer.
Shares properly tendered and not withdrawn will be purchased at the Revised
Purchase Price of $20.50 per Share, net to the Seller in cash, upon the terms
and subject to the conditions of the Offer, including the proration terms and
the minimum beneficial owners condition of the Offer. The Offer's acceptance and
payment terms are unchanged, as are its provisions regarding odd lot and
conditional tenders, proration and withdrawal of tenders.
As a result of the removal of the minimum shares condition, less than
1,500,000 Shares may be tendered and accepted pursuant to the Offer, in which
case Dart would not own in excess of 80% of the issued and outstanding Shares
following completion of the Offer. In that event, Dart and the Company would not
be
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consolidated for federal income tax purposes or achieve the benefits of such
consolidation as previously described in the Offer to Purchase. As set forth in
more detail in the Supplement, the Board of Directors of the Company continues
to believe that the Offer (taking into account the Revised Purchase Price) is an
attractive investment of the Company's cash.
The Company reserves the right, in its sole discretion, at any time or from
time to time, to further extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Depositary,
followed by a public announcement thereof no later than 9:00 a.m., New York City
time on the next following business day after the previously scheduled
Expiration Date. Subject to certain conditions, the Company also expressly
reserves the right to terminate the Offer and not accept for payment any Shares
not theretofore accepted for payment.
THE OFFER TO PURCHASE, THE SUPPLEMENT AND THE REVISED LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE SHAREHOLDERS DECIDE
WHETHER TO ACCEPT OR REJECT THE OFFER. THE SUPPLEMENT AND THE REVISED LETTER OF
TRANSMITTAL ARE BEING MAILED TO ALL RECORD OWNERS OF SHARES AND ARE BEING
FURNISHED TO BROKERS, BANKS AND SIMILAR PERSONS WHOSE NAMES, OR THE NAMES OF
WHOSE NOMINEES, APPEAR ON THE COMPANY'S SHAREHOLDER LIST AS OF FEBRUARY 2, 1995
(OR, IF APPLICABLE, WHO ARE LISTED AS PARTICIPANTS IN A CLEARING AGENCY'S
SECURITY POSITION LISTING) FOR TRANSMITTAL TO BENEFICIAL OWNERS OF SHARES.
The information required to be disclosed by Rule 13e-4(d)(1) of the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and the Supplement and is incorporated in this notice by reference.
Please contact the Information Agent or the Dealer Manager at the telephone
numbers and addresses set forth below for copies of the Offer to Purchase, the
Supplement, the related Letter of Transmittal and other tender offer materials.
They will furnish copies promptly at the Company's expense.
The Information Agent is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
(212) 269-5550 (Call Collect) or
(800) 207-3158 (TOLL FREE)
The Dealer Manager for the Offer is:
WASSERSTEIN PERELLA & CO., INC.
31 West 52nd Street
New York, New York 10019
(212) 969-2700
(Call Collect)
February 8, 1995
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