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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. 5
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,
February 6, 1995, February 8, 1995 and February 22, 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.
99(a)(18) Form of Press Release dated February 21, 1995.
99(a)(19) Form of Press Release dated February 22, 1995.
99(a)(20) Form of Press Release dated February 28, 1995.
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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 28, 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.
99(a)(18)* -- Form of Press Release dated February 21, 1995.
99(a)(19)* -- Form of Press Release dated February 22, 1995.
99(a)(20) -- Form of Press Release dated February 28, 1995.
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* Previously filed.
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[Trak news release letterhead]
Contact: Stanley Rubenstein
212/297-6108
TRAK AUTO CORPORATION ANNOUNCES
CONCLUSION OF TENDER OFFER
Landover, Maryland, February 28, 1995 ... Trak Auto Corporation (Nasdaq:
TRKA) today announced that its offer to purchase shares of its common stock
pursuant to a tender offer that commenced December 21, 1994 concluded at 5:00
p.m., Monday, Feburary 27, 1995. Preliminary results of the tender offer
indicated that a total of approximately 310,000 shares had been validly tendered
and not withdrawn in response to the offer. Acceptance of tendered shares is
subject to final determination that at least 500 beneficial owners of shares
will remain following purchase of all tendered shares.
Wasserstein Perella & Co. is the Dealer Manager and The Bank of New York
is the Depositary for the Offer. D.F. King & Co. serves as the Information
Agent.
