<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 4
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)
------------------
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
<TABLE>
<S> <C>
Transaction valuation* Amount of filing fee
$30,750,000 $6,150
</TABLE>
* 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.
<TABLE>
<S> <C>
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
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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 and February 8, 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.
<TABLE>
<S> <C>
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.
</TABLE>
<PAGE> 3
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
------------------------------------
Robert A. Marmon
Principal Financial Officer
Dated: February 22, 1995
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------
<S> <C> <C>
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.
</TABLE>
- ------------------
* Previously filed.
<PAGE> 1
February 21, 1995
TRAK AUTO CORPORATION EXTENDS OFFER
Trak Auto Corporation (Nasdaq: TRKA) today announced that it was
extending its offer to purchase shares of its common stock pursuant to a tender
offer that commenced December 21, 1994 until 5:00 p.m. on Friday, February 24,
1995. The terms of the offer, other than the termination date, have not been
changed.
As of 6:00 p.m., Tuesday, a total of 304,313 shares had been validly
tendered and not withdrawn in response to the offer.
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.
<PAGE> 1
[Trak News Release Letterhead]
Contact: Stanley Rubenstein
212-297-6108
TRAK AUTO CORPORATION ANNOUNCES
EXTENSION OF TENDER OFFER
Landover, Maryland, February 22, 1995 -- Trak Auto Corporation
(Nasdaq: TRKA) today announced that it is extending its offer to purchase
shares of its common stock pursuant to a tender offer that commenced
December 21, 1994 until 5:00 p.m., Monday, February 27, 1995. The offer had
previously been extended through Friday, February 24, 1995. The Company
announced that it has determined not to change the terms of the offer or
extend the offer beyond February 27, 1995 unless the Company decides to do
so in order to meet the condition regarding minimum number of beneficial owners
of shares. In any event, the Company has determined it will not increase the
price of the offer above $20.50 per share. The Company explained that it has
extended the offer solely to provide shareholders an additional, final
opportunity to tender under this offer.
As previously announced, as of 6:00 p.m., Tuesday, February 21, 1995, a
total of 304,313 shares had been validly tendered and not withdrawn in
response to the offer.
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.
