TRAK AUTO CORP
10-Q, 1995-09-12
AUTO & HOME SUPPLY STORES
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<PAGE>   1



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM 10-Q

(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED   July 29, 1995
                                                          -------------

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 for the transition period from            to
                                                        ----------    ----------

Commission file number 0-12202
                       -------

                            TRAK AUTO CORPORATION
             ------------------------------------------------------     
             (Exact name of registrant as specified in its charter)

<TABLE>
  <S>                                             <C>
                  Delaware                             52-1281465    
  ---------------------------------------------   -------------------
  (State or other jurisdiction of incorporation    (I.R.S. Employer
                 or organization)                 Identification No.)
</TABLE>

                  3300 75th Avenue, Landover, Maryland, 20785
                  -------------------------------------------
                    (Address of principal executive office)
                                   (Zip Code)

                                 (301) 731-1200
              ----------------------------------------------------     
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X    No 
                                               -----     -----

At September 11, 1995, the registrant had 5,832,197 shares of Common Stock,
$.01 par value per share, outstanding.

                               Page 1 of 17 pages





                                       1
<PAGE>   2
                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

    Certain consolidated financial statements included herein have been
prepared by Trak Auto Corporation ("Trak Auto"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although Trak Auto
believes that the disclosures are adequate to make the information presented
not misleading.

    It is suggested that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in Trak Auto's report on Form 10-K for the fiscal year ended January
28, 1995.





                                       2
<PAGE>   3
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                                  (Unaudited)

<TABLE>
<CAPTION>
                         Thirteen Weeks Ended       Twenty-Six Weeks Ended 
                     --------------------------  --------------------------
                        July 29,     July 30,      July 29,      July 30,
                         1995          1994          1995          1994    
                     ------------  ------------  ------------  ------------
<S>                  <C>           <C>           <C>           <C>
Sales                $ 86,407,000  $ 89,180,000  $166,018,000  $177,567,000
Interest and other
  income                  710,000       452,000     1,165,000       719,000
                     ------------  ------------  ------------  ------------
                       87,117,000    89,632,000   167,183,000   178,286,000
                     ------------  ------------  ------------  ------------
Expenses:
  Cost of sales,
    store occupancy
    and warehousing    63,687,000    63,842,000   122,811,000   128,496,000
  Selling and
    administrative     16,673,000    17,523,000    33,608,000    35,018,000
  Depreciation and
    amortization        1,291,000     1,857,000     2,634,000     3,480,000
  Interest expense        901,000       893,000     1,796,000     1,774,000
                     ------------  ------------  ------------  ------------
                       82,552,000    84,115,000   160,849,000   168,768,000
                     ------------  ------------  ------------  ------------
Income before
  income taxes          4,565,000     5,517,000     6,334,000     9,518,000
Income taxes            1,672,000     2,027,000     2,325,000     3,498,000
                     ------------  ------------  ------------  ------------
Net income           $  2,893,000  $  3,490,000  $  4,009,000  $  6,020,000
                     ============  ============  ============  ============

Weighted average
  common shares and
  common share
  equivalents
  outstanding           5,892,000     6,109,000     5,971,000     6,097,000
                     ============  ============  ============  ============


Net income per share $     .49     $     .57     $      .67    $     .99   
                     ============  ============  ============  ============
</TABLE>

The accompanying notes are an integral part of these statements.





                                       3
<PAGE>   4
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                               (Unaudited)      (Audited)
                                                July 29,       January 28,
                                                  1995            1995    
                                              ------------   -------------
<S>                                           <C>            <C>
Current Assets:
  Cash                                        $  9,232,000   $  5,196,000
  Short-term instruments                        10,840,000     18,938,000
  Marketable debt securities                    10,217,000     10,133,000
  Accounts receivable, trade                     5,031,000      5,330,000
  Merchandise inventories                       93,940,000     89,797,000
  Deferred income taxes                          6,285,000      6,842,000
  Other current assets                           1,128,000      1,070,000
                                              ------------   ------------
    Total Current Assets                       136,673,000    137,306,000
                                              ------------   ------------

Property and Equipment at cost:
  Furniture, fixtures and equipment             51,135,000     49,008,000
  Leasehold improvements                         9,475,000      9,185,000
  Property under capital leases                 23,667,000     23,667,000
                                              ------------   ------------
                                                84,277,000     81,860,000
Accumulated Depreciation
  and Amortization                              39,667,000     37,638,000
                                              ------------   ------------
                                                44,610,000     44,222,000
                                              ------------   ------------

Other Assets                                       220,000        247,000
                                              ------------   ------------

Deferred Income Taxes                            5,987,000      5,874,000
                                              ------------   ------------

Total Assets                                  $187,490,000   $187,649,000
                                              ============   ============
</TABLE>


The accompanying notes are an integral part of these balance sheets.





                                       4
<PAGE>   5
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                               (Unaudited)      (Audited)
                                                 July 29,      January 28,
                                                   1995            1995   
                                              ------------    ------------
<S>                                           <C>             <C>
Current Liabilities:
  Accounts payable, trade                     $ 46,840,000    $ 50,403,000
  Income taxes payable                           3,349,000         393,000
  Accrued expenses -
    Salary and benefits                         10,968,000      10,054,000
    Taxes other than income                      8,451,000       5,053,000
    Other                                        8,694,000       8,944,000
  Current portion of obligations
    under capital leases                           148,000         261,000
  Due to affiliate                                 685,000         185,000
                                              ------------    ------------
  Total Current Liabilities                     79,135,000      75,293,000
                                              ------------    ------------

Obligations under Capital Leases                26,672,000      26,541,000
                                              ------------    ------------
Reserve for Closed Stores
  and Restructuring                              3,414,000       5,029,000
                                              ------------    ------------
Other                                              161,000         227,000
                                              ------------    ------------
Total Liabilities                              109,382,000     107,090,000
                                              ------------    ------------

Stockholders' Equity:
  Common stock, par value $.01 per
    share; 15,000,000 shares authorized;
    6,359,544 and 6,331,458 shares
    issued, respectively                            64,000          63,000
  Paid-in capital                               45,511,000      45,206,000
  Unrealized gain (loss) on short-term
    investments                                     28,000        (110,000)
  Retained earnings                             41,225,000      37,216,000
  Treasury stock 528,190 and 217,812
    shares of common stock, at cost,
    respectively                                (8,720,000)     (1,816,000)
                                              ------------    ------------ 
  Total Stockholders' Equity                    78,108,000      80,559,000
                                              ------------    ------------

Total Liabilities and Stockholders'
  Equity                                      $187,490,000    $187,649,000
                                              ============    ============
</TABLE>


The accompanying notes are an integral part of these balance sheets.





                                       5
<PAGE>   6
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (Unaudited)
<TABLE>
<CAPTION>
                                                  Twenty Six Weeks Ended  
                                               ---------------------------
                                                 July 29,       July 30,
                                                   1995          1994     
                                               ------------   ------------
<S>                                            <C>            <C>
Cash Flows from Operating Activities:
  Net income                                   $  4,009,000   $  6,020,000
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Depreciation and amortization                 2,634,000      3,480,000
    Change in assets and liabilities:
      Accounts receivable                           359,000      2,190,000
      Merchandise inventories                    (4,485,000)     7,822,000
      Due from affiliate                              -             20,000
      Other current assets                          (58,000)       381,000
      Deferred income taxes                         388,000       (651,000)
      Accounts payable, trade                    (3,563,000)    (7,859,000)
      Accrued expenses                            4,239,000      1,186,000
      Due to affiliate                              490,000        161,000
      Income taxes payable                        2,956,000      1,254,000
      Other assets                                   27,000        (84,000)
      Reserve for closed facilities              (1,490,000)      (872,000)
                                               ------------   ------------ 
        Net cash provided by
          operating activities                 $  5,506,000   $ 13,048,000
                                               ------------   ------------

Cash Flows from Investing Activities:
  Capital expenditures                         $ (2,861,000)  $ (3,320,000)
  Purchase of United States Treasury
    Notes                                             -        (26,498,000)
  Disposition of United States
    Treasury Notes                                    -         21,545,000
  Disposition of marketable debt securities          50,000      2,340,000
  Purchase of marketable debt securities              -         (2,297,000)
  Proceeds from reverse repurchase agreements         -          3,683,000
                                               ------------   ------------
        Net cash used for investing
          activities                           $ (2,811,000)  $ (4,547,000)
                                               ------------   ------------ 

Cash Flows from Financing Activities:
  Principal payments under capital
    lease obligations                          $  ( 159,000)  $   (106,000)
  Acquisition of treasury shares                 (6,904,000)         -
  Proceeds from exercise of stock
    options                                         306,000         33,000
                                               ------------   ------------
</TABLE>





                                       6
<PAGE>   7
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                  Twenty Six Weeks Ended  
                                               ---------------------------
                                                  July 29,      July 30,
                                                   1995           1994    
                                               ------------   ------------
<S>                                            <C>          <C>
      Net cash used for financing
        activities                             $ (6,757,000)  $    (73,000)
                                               ------------   ------------ 

Net Increase (Decrease) in Cash and
  Equivalents                                    (4,062,000)     8,428,000
Cash and Equivalents at Beginning
  of Year                                        24,134,000     16,318,000
                                               ------------   ------------
Cash and Equivalents at End of
  Period                                       $ 20,072,000   $ 24,746,000
                                               ============   ============

Supplemental Disclosures of Cash Flow 
  Information:
Cash paid (received) during quarter for:
  Interest                                     $ 1,796,000   $  1,774,000
  Income taxes                                    (832,000)     3,019,000
</TABLE>


The accompanying notes are an integral part of these statements.





                                       7
<PAGE>   8
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        JULY 29, 1995 AND JULY 30, 1994

                                  (Unaudited)

(1)  General:

    The accompanying consolidated financial statements reflect the accounts of
Trak Auto Corporation ("Trak Auto") and its wholly-owned subsidiaries.  Trak
Auto and its wholly-owned subsidiaries are referred to collectively as the
"Company".  All significant intercompany accounts and transactions have been
eliminated.  The Company is engaged in the business of operating specialty
retail stores. The unaudited statements as of July 29, 1995 and July 30, 1994
reflect, in the opinion of management, all adjustments (normal and recurring in
nature) necessary to present fairly the consolidated financial position as of
July 29, 1995 and July 30, 1994 and the results of operations and cash flows
for the periods indicated.

    The results of operations for the quarter ended July 29, 1995 are not
necessarily indicative of the results to be achieved for the full fiscal year.

(2)  Net Income Per Common Share and Common Share Equivalents:

    Net income per common share has been computed using the weighted average
number of shares of common stock and common stock equivalents (certain stock
options) outstanding during the periods.  The difference between primary net
income per common share and fully diluted net income per common share is not
significant for the periods presented.

(3)  Interim Inventory Estimates:

    The Company's inventories are priced at the lower of last-in, first-out
("LIFO") cost or market.  At July 29, 1995 and January 28, 1995, inventories
determined on a first-in, first-out basis would have been greater by $6,216,000
and $5,870,000, respectively.

    The Company takes a physical count of its store inventories semiannually
and the Company uses a gross profit method combined with available perpetual
inventory information to determine inventories for quarters when complete
physical counts are not taken.  A physical inventory was taken for all stores
for the quarter ended July 29, 1995.





                                       8
<PAGE>   9
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        JULY 29, 1995 AND JULY 30, 1994

                                  (Unaudited)




(4)  Short-term Instruments and Marketable Debt Securities:

       The Company's short-term instruments included United States Treasury
Bills and money market funds.  Marketable debt securities included United
States Treasury Notes, corporate notes and municipal securities.

       Management determines the appropriate classification of its investments
in debt securities at the time of purchase and reevaluates such determination
at each balance sheet date.  Debt securities for which the Company does not
have the intent or ability to hold to maturity are classified as available for
sale.  Securities available for sale are carried at fair value, with the
unrealized gains and losses, net of tax, reported as a separate component of
stockholders' equity.  At July 29, 1995, market value was $28,000 greater than
cost, net of income taxes.  At July 29, 1995, the Company had no investments
that qualified as trading or held to maturity.

       The amortized cost of debt securities classified as available for sale
is adjusted for amortization of premiums and accretion of discounts to
maturity.  Such amortization and interest are included in interest income.
Realized gains and losses are included in interest and other income.  The cost
of securities sold is based on the specific identification method.

(5)  Credit Agreement:

       The Company has entered into a $10 million revolving credit facility
with Dart Group Corporation ("Dart"), which owns 68.0% of the Company's common
stock.  The credit facility is intended to be used for the Company's short-term
working capital purposes.  Any advance under this credit facility bears
interest at an annual rate equal to the prime rate as set forth in the "Money
Rates" column of the Wall Street Journal, as such rate may change from time to
time, plus one percent (1%).  Interest must be paid monthly in arrears and the
agreement expires May 1, 1996.

       At July 29, 1995, there were no borrowings under this credit agreement.





                                       9
<PAGE>   10
                     TRAK AUTO CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        JULY 29, 1995 AND JULY 30, 1994

                                  (Unaudited)

(6)  Tender Offer:

       On December 21, 1994, Trak Auto offered to buy back from its
shareholders approximately 24% of its outstanding Common Stock, or 1,500,000
shares, at a price of $17.50 per share.  On February 6, 1995, Trak Auto amended
the offer by increasing the purchase price to $20.50 per share, and made
certain other changes.  When the offer expired on February 28, 1995, Trak Auto
had repurchased approximately 310,000 shares for a total consideration of
$6,363,000 plus expenses of approximately $541,000.





                                       10
<PAGE>   11
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Liquidity and Capital Resources

       Cash, including short-term instruments, is the Company's primary source
of liquidity.  Cash, including short-term instruments, decreased $4,062,000 to
$20,072,000 at July 29, 1995 from $24,134,000 at January 28, 1995.  The
decrease was primarily due to the repurchase of outstanding Common Stock,
capital expenditures and payments for increased merchandise inventory and was
partially offset by operating results.

       Operating activities provided $5,506,000 to the Company during the
twenty-six weeks ended July 29, 1995 compared to $13,048,000 for the same
period one year ago. The decrease is primarily due to increased purchases of
merchandise inventory and to lower operating results largely as a result of a
decrease in sales.

       Investing activities used $2,811,000 of the Company's funds during the
twenty-six weeks ended July 29, 1995 compared to $4,547,000 for the twenty-six
weeks July 30, 1994. The Company used $2,861,000 for capital expenditures
during the twenty-six weeks ended July 29, 1995 primarily for new Super Trak
Warehouse stores.  The Company's position in marketable debt securities
remained nearly the same during the twenty-six weeks ended July 29, 1995.

       Financing activities used $6,757,000 of the Company's funds primarily
for the repurchase of outstanding shares of its Common Stock (see note 6 to the
Consolidated Financial Statements).

       The Company anticipates that the funds necessary for capital
expenditures for new store openings and remodelings, inventory purchases for
new stores, and to meet the Company's long-term lease obligations and current
liabilities (including current and long-term closed store reserves and
restructuring reserves) will come from operations and existing current assets.
The Company intends to open new stores as Super Trak or Super Trak Warehouse
stores and to convert or expand existing stores to Super Trak or Super Trak
Warehouse stores.  The Company anticipates approximately 54 Super Trak or Super
Trak Warehouse stores will be opened or converted from classic stores in fiscal
1996 and anticipates closing approximately 17 classic stores.  At July 29,
1995, the Company had 120 Super Trak and Super Trak Warehouse stores and seven
signed leases for new Super Trak or Super Trak Warehouse stores and one signed
amendment to an existing lease for expansion to a Super Trak store.





                                       11
<PAGE>   12
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations, (Continued)


Liquidity and Capital Resources, Continued

       The Company has an agreement with Dart for a $10,000,000 revolving line
of credit.  This line is intended to be used for the Company's short-term
working capital needs. The Company has not borrowed any funds against this line
of credit.

       The liquid assets maintained by the Company are intended to fund the
expansion of the Company's retail business through opening stores in new
markets, converting classic stores to Super Trak or Super Trak Warehouse
stores, and opening additional stores in existing markets, and to fund other
corporate activities.

Results of Operations

       During the twenty-six weeks ended July 29, 1995, the Company opened or
converted four Super Trak stores and seven Super Trak Warehouse stores, and
closed or converted four Super Trak stores and 18 classic Trak stores.  At July
29, 1995, the Company had 271 stores, including 106 Super Trak stores and 14
Super Trak Warehouse stores.

       Sales of $166,018,000 during the twenty-six weeks ended July 29, 1995
decreased by $11,549,000 or 6.5% compared to the same period one year ago while
sales of $86,407,000 during the thirteen weeks ended July 29, 1995 decreased
$2,773,000 or 3.1% compared to the same period one year ago. The decreases were
primarily attributable to a net decrease in the number of stores and, during
the thirteen weeks ended April 29, 1995, to the overall mild winter conditions
in Chicago and Washington, D.C. and the rains and flooding in Los Angeles.
Comparable sales (stores open more than one year) decreased 5.5% and 3.1% for
the twenty-six weeks and thirteen weeks ended July 29, 1995. Sales for
comparable Super Trak Stores decreased 4.1% and 2.0% for the twenty-six weeks
and thirteen weeks ended July 29, 1995 and sales for comparable classic Trak
stores decreased 6.6% and 4.1% for the twenty-six weeks and thirteen weeks
ended July 29, 1995.  Sales for Super Trak and Super Trak Warehouse stores
represented 54.1% and 55.4% of total sales during the twenty-six weeks and
thirteen weeks ended July 29, 1995 compared to 38.4% and 40.6% for the
twenty-six weeks and thirteen weeks ended July 30, 1994.

       Interest and other income increased by $446,000 and $258,000 during the
twenty-six weeks and thirteen weeks ended July 29, 1995, respectively  when
compared to the prior year, largely due to higher interest rates on the
Company's short-term investments.





                                       12
<PAGE>   13
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations, (Continued)

Results of Operations, Continued

       Cost of sales, store occupancy and warehousing expenses as a percentage
of sales were 74.0% and 73.7% for the twenty-six weeks and thirteen weeks ended
July 29, 1995 compared to 72.4% and 71.6% for the same periods in the prior
year.  The increases were primarily due to higher occupancy costs for Super
Trak and Super Trak Warehouse stores.  In addition, store margins decreased
during the thirteen weeks ended July 29, 1995 as a result of special pricing
and sales mix in conjunction with grand openings for new or converted stores.

       Selling and administrative expenses were 20.2% and 19.3% as a percentage
of sales for the twenty-six weeks and thirteen weeks ended July 29, 1995
compared to 19.7% and 19.6% for the twenty-six weeks and thirteen weeks ended
July 30, 1994.  The increase for the twenty-six weeks was due primarily to
increased payroll costs, as a percentage of sales (actual payroll dollars
decreased) and the decrease for the thirteen weeks was due primarily to
improved payroll leveraging against sales.

       Depreciation and amortization expenses decreased $846,000 and $566,000
for the twenty-six weeks and thirteen weeks ended July 29, 1995 compared to the
same periods one year ago.  The decreases were due to the store point-of-sale
register systems being fully depreciated. 

       The effective income tax rate was 36.7.% for the twenty-six weeks ended 
July 29, 1995 compared to 36.8% for the twenty-six weeks ended July 30, 1994.

       The Company is required to adopt the Statement of Financial Accounting
Standards No. 114 ("SFAS No. 114"), Accounting by Creditors for Impairment of a
Loan. Implementation of the standard is not expected to have a significant
impact on the financial statements.

       The Company is required to adopt SFAS No. 121, Accounting for Long Lived
Assets, no later than its fiscal year ending January 25, 1997.  The Company has
not determined the impact of this recently issued accounting standard on the
Company's consolidated financial statements.





                                       13
<PAGE>   14
                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

       There are no material legal proceedings pending against Trak Auto other
than such proceedings described in its Annual Report on Form 10-K for the year
ended January 28, 1995 (the "Annual Report") and as described below.

       Ronald S. Haft Stock Options

       As discussed in the Annual Report, on September 12, 1994, Ronald S. Haft
filed a lawsuit (Ronald S. Haft v. Dart Group Corporation, Del. Ch., C.A. No.
13736) (the "Options Lawsuit") against Dart Group Corporation ("Dart"), which
owns 68.0% of Trak Auto's outstanding common stock, in the Delaware Court of
Chancery for New Castle County seeking a court order that Dart issue 197,048
shares of Class B Common Stock to him and grant him a loan of $17,665,353.20 to
be used as part of the payment for such shares.  Because of active settlement
negotiations between the parties in the Option Lawsuit, trial has been
rescheduled for February 12, 1996.

       Herbert H. Haft's Proxy

       In connection with Herbert H. Haft's sale of 172,730 shares of Class B
Common Stock to Ronald S. Haft on July 28, 1993 (the "Stock Sale Agreement"),
Ronald S. Haft purportedly granted Herbert H. Haft an irrevocable proxy (the
"Proxy") to vote these shares of stock until Herbert H. Haft's death or
incapacitation.  On June 30, 1995, Ronald S. Haft sent a letter to Herbert H.
Haft purportedly revoking this proxy.

       On July 18, 1995, Ronald S. Haft filed a lawsuit against Herbert H.
Haft, and, nominally, Dart in the Delaware Court of Chancery for New Castle
County for Herbert H. Haft's alleged breach of contract and breach of fiduciary
duties to Ronald S. Haft and to Dart in connection with the Proxy (Ronald S.
Haft v. Herbert H. Haft, et al., C.A. No. 14425).  In this action, Ronald S.
Haft seeks a declaration that the Proxy is revocable or will be revocable under
certain conditions, as well as costs and attorneys' fees.  Ronald S. Haft also
requests that the Court require Dart to refuse to recognize the validity of the
Proxy.  On August 9, 1995, Herbert H. Haft filed an Answer and Counterclaim
denying liability and requesting rescission of the Stock Sale Agreement because
of Ronald S. Haft's alleged breach of contract and other grounds.  Dart has not
yet filed an answer in this action.  Both Ronald S.  Haft and Herbert H. Haft
have moved for summary judgment in this lawsuit.  Herbert Haft has also moved
to have this action consolidated with the Options Lawsuit under certain
conditions.





                                       14
<PAGE>   15
                     PART II - OTHER INFORMATION(Continued)



       Robert M. Haft Release Litigation

       On June 12, 1995, Robert M. Haft filed a complaint in the Superior Court
of the District of Columbia against Dart seeking a declaratory judgment
determining that a claimed release bars Dart from bringing suit against him in
the Pennsy Warehouse litigation, which is described in the Annual Report.  The
complaint also seeks an injunction to bar Dart from filing certain other
categories of future complaints against him based on the so-called release.
Compensation for the costs of defense of the Pennsy Warehouse litigation is
also sought.  The "release" relied upon in this litigation is  also set up by
Robert Haft in the Pennsy Warehouse litigation.  Accordingly, Dart has moved to
dismiss the Superior Court case, asserting that the issue should be resolved in
the earlier-filed Pennsy Warehouse litigation where Dart contends that the
"release" is ineffective for a variety of reasons.

Item 4.  Submission of Matters to a Vote of Security Holders

       Dart, as holder of more than fifty percent of the outstanding voting
capital stock of Trak Auto, took action on June 30, 1995, to re-elect all six
incumbent Directors to Trak Auto's Board of Directors by less than unanimous
written consent in lieu of taking such action at an annual meeting of
stockholders.  These Directors are as follows:

       Herbert H. Haft
       R. Keith Green
       Ronald S. Haft
       Larry G. Schafran
       Bonita A. Wilson
       Douglas M. Bregman


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

<TABLE>
<CAPTION>
          EXHIBIT 
          NUMBER               DOCUMENT
          ------               --------
          <S>                  <C>
          27                   Financial Data Schedule
</TABLE>

         (b)  Reports on Form 8-K

       Trak Auto Corporation filed one Current Report on Form 8-K during the
       quarter ended July 29, 1995.

         1. Trak Auto filed a Current Report on Form 8-K on July 13, 1995,
       reporting certain correspondence between Ronald S. Haft and Herbert H.
       Haft.





                                       15
<PAGE>   16
                                   Signatures

    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 thereunto duly authorized.




                                        TRAK AUTO CORPORATION



Date     Sept. 12, 1995            By       R. Keith Green        
      ----------------------          ----------------------------
                                            R. KEITH GREEN
                                              President



Date     Sept. 12, 1995                     Robert A. Marmon        
      ----------------------          ------------------------------
                                            ROBERT A. MARMON
                                       Principal Financial Officer



Date     Sept. 12, 1995                   David B. MacGlashan     
      ----------------------          ----------------------------
                                          DAVID B. MACGLASHAN
                                       Principal Accounting Officer






                                       16

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          FEB-03-1996
<PERIOD-START>                             JAN-29-1995
<PERIOD-END>                               JUL-29-1995
<CASH>                                          20,072
<SECURITIES>                                    10,217
<RECEIVABLES>                                    5,031
<ALLOWANCES>                                         0
<INVENTORY>                                     93,940
<CURRENT-ASSETS>                               136,673
<PP&E>                                          84,277
<DEPRECIATION>                                  39,667
<TOTAL-ASSETS>                                 187,490
<CURRENT-LIABILITIES>                           79,135
<BONDS>                                         26,672
<COMMON>                                            64
                                0
                                          0
<OTHER-SE>                                      78,044
<TOTAL-LIABILITY-AND-EQUITY>                   187,490
<SALES>                                        166,018
<TOTAL-REVENUES>                               167,183
<CGS>                                          122,811
<TOTAL-COSTS>                                  122,811
<OTHER-EXPENSES>                                36,242
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,796
<INCOME-PRETAX>                                  6,334
<INCOME-TAX>                                     2,325
<INCOME-CONTINUING>                              4,009
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,009
<EPS-PRIMARY>                                      .67
<EPS-DILUTED>                                      .67
        

</TABLE>


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