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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 21, 1997
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CROWN BOOKS CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 0-11457 52-1227415
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3300 75th Avenue, Landover, Maryland 20785
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (301) 226-1200
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(Former name or former address, if changed since last report).
The exhibit index appears on page 3.
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Item 5. Other Events
On October 22, 1997, Dart Group Corporation ("Dart"), the
majority holder of Crown Books Corporation ("Crown"), announced that certain
actions were taken to change the composition of the Board of Directors of
Crown. Specifically, Richard B. Stone was elected to replace Larry G.
Schafran on Crown's Board of Directors and Howard M. Metzenbaum and Harry M.
Linowes were elected to fill newly created positions on Crown's Board of
Directors. In a related action, Mr. Stone has also assumed the position of
Chairman of the Executive Committee of Crown. The election of Mr. Linowes and
Senator Metzenbaum to Crown's Board of Directors is subject to an order by the
Delaware Court of Chancery pursuant to a Standstill Order issued by the Court
in December 1995 in pending litigation regarding the ultimate control of Dart.
Dart will seek such an order from the Court.
The Press Release, dated October 22, 1997, issued by Dart to
announce, among other things, the changed composition of Crown's Boards of
Directors is incorporated herein by reference and is attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Press release, dated October 22, 1997, of Dart Group
Corporation
SIGNATURE
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 hereunto duly authorized.
CROWN BOOKS CORPORATION
By: /S/ MARK A. FLINT
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Name: Mark A. Flint
Title: Interim Chief Operating Officer
Date: November 4, 1997
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TRAK AUTO CORPORATION
Form 8-K
Exhibit Index
Exhibit 99.1 Press release, dated October 22, 1997, of Dart Group
Corporation
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
DART GROUP ANNOUNCES ELECTION OF LINOWES AND METZENBAUM
TO BOARD OF DIRECTORS
Landover, MD. . . October 22, 1997 . . . Dart Group Corporation
(NASDAQ: DARTA), announced that Harry M. Linowes and Howard M. Metzenbaum have
been elected to fill newly created positions on its Board of Directors. The
other directors of Dart are Herbert H. Haft (Chairman), Richard B. Stone,
Douglas M. Bregman, Ronald S. Haft and Bonita A. Wilson.
It was also announced that Mr. Linowes and Senator Metzenbaum also
have been elected to fill new positions on the Boards of Directors of Trak Auto
Corporation (NASDAQ: TRKA) and Crown Books Corporation (NASDAQ: CRWN), which
are majority-owned by Dart, as well as on the Boards of Directors of Shoppers
Food Warehouse Corp. and Total Beverage Corp., which are wholly-owned by Dart.
The election of Mr. Linowes and Senator Metzenbaum to these Board
positions is subject to an order by the Delaware Court of Chancery pursuant to
a Standstill Order issued by the Court in December 1995 in pending litigation
regarding the ultimate control of Dart. Dart will seek such an order from the
Court.
In addition, Richard B. Stone, who replaced Larry G. Schafran as a
Director of Dart earlier this month, has also now replaced Mr. Schafran as a
Director of Trak Auto Corporation, Crown Books Corporation, Shoppers Food
Warehouse Corp. and Total Beverage Corp. Senator Stone has also assumed the
positions of Acting Chief Executive Officer and Chairman of the Executive
Committee of Trak Auto Corporation and Chairman of the Executive Committee of
Crown Books Corporation. He previously assumed the positions of Acting Chief
Executive Officer and Chairman of the Executive Committee of Dart.
Mr. Linowes, a Certified Public Accountant, is a consultant who served
successively as Managing Partner and Senior Partner of BDO Seidman, L.L.P. from
1986 to 1996. Previously, he was Managing Partner of Leopold & Linowes until
that firm's merger with BDO Seidman in 1986. He has served in a number of
leadership positions in professional organizations in the accounting field,
including as Chairman of the Executive Committee of CPA Associates and
President of the D.C. Institute of Certified Public Accountants.
Howard M. Metzenbaum, former United States Senator from Ohio,
currently is Chairman of the Consumer Federation of America. Prior to his
election to the Senate, Senator Metzenbaum was a co-founder and Chairman of the
Board of the Airport Parking Company of America (APCOA). After the merger of
APCOA into the International Telephone and Telegraph Corporation, Senator
Metzenbaum became Chairman of the Board of ITT Consumer Services Corporation.
He also was Chairman of the Board of ComCorp.
Contact: Marina Ein
202-223-2922
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