SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 1995
DAIRY MART CONVENIENCE STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12497 04-2497894
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation Number) Identification
Number)
One Vision Drive, Enfield, Connecticut 06082
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 741-4444
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On August 8, 1995, Charles Nirenberg and Mitchell Kupperman,
both directors of Dairy Mart Convenience Stores, Inc. (the
"Company"), commenced an action against the Company and the
Company's other directors entitled Nirenberg et al. v. Stein et
al., Delaware Chancery Court, New Castle County, C.A. No. 14462.
Mr. Nirenberg has been Chairman of the Board and Chairman of the
Company and Mr. Kupperman has been Executive Vice President of the
Company. Messrs. Nirenberg and Kupperman, along with Robert B.
Stein, Jr. and Gregory G. Landry, are partners of a general partner
of DM Associates Limited Partnership (a limited partnership that
holds a majority of the outstanding shares of the Company's Class
B common stock). Mr. Stein is the President and Chief Executive
Officer and Mr. Landry is the Executive Vice President and Chief
Financial Officer of the Company, and each is a director of the
Company.
In the lawsuit, Messrs. Nirenberg and Kupperman seek, among
other things, a ruling of the Court that Messrs. Nirenberg and
Kupperman, allegedly acting on behalf of a general partner of DM
Associates Limited Partnership, have effectively replaced by
written shareholder consent two of the Company's seven current
directors, Mr. Stein and John W. Everets, Jr., with two persons
chosen by them. In the alternative, the lawsuit seeks an order of
the Court directing the Company to hold an annual meeting of
stockholders promptly and establishing August 7, 1995 as the record
date for the meeting.
At a meeting of the Board of Directors held on August 10,
1995, the Company's directors removed Mr. Nirenberg from his
position as Chairman of the Board and Chairman of the Company;
placed Mr. Kupperman on a leave of absence pending a review of his
actions as an officer of the Company; and established September 29,
1995 as the record date for the Company's 1995 annual meeting of
stockholders, which the Board previously has scheduled for October
31, 1995.
Item 7. Exhibits
The following exhibits are filed as part of this report
pursuant to Item 601 of Regulation S-K:
Exhibit 99.1 - Press release dated August 10, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Dairy Mart Convenience Stores, Inc. has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: August 28, 1995 DAIRY MART CONVENIENCE
STORES, INC.
By: /s/ Gregory G. Landry
Gregory G. Landry
Its Executive Vice
President and Chief
Financial Officer
<PAGE>
EXHIBIT 99.1
Press Release dated August 10, 1995
FOR IMMEDIATE RELEASE
August 10, 1995
DAIRY MART COMMENTS ON DELAWARE CHANCERY COURT ACTION,
ANNOUNCES RECORD DATE FOR ANNUAL MEETING OF STOCKHOLDERS
AND REMOVAL OF CHARLES NIRENBERG AS CHAIRMAN
Enfield, Connecticut - Dairy Mart Convenience Stores, Inc. (NASDAQ
- DMCVA & DMCVB) announced today that Charles Nirenberg and
Mitchell Kupperman, both current directors of the Company, have
commenced an action in the Delaware Chancery Court against Dairy
Mart and the Company's other directors. The action, among other
things, seeks a ruling of the Court that Messrs. Nirenberg and
Kupperman, acting on behalf of a general partner of DM Associates
Limited Partnership (a limited partnership that holds a majority of
the outstanding shares of the Company's Class B common stock), have
effectively replaced by written consent two of Dairy Mart's seven
current directors, including Robert B. Stein, Jr., the Company's
Chief Executive Officer, with two persons chosen by them. In the
alternative, the action seeks an order of the Court directing the
Company to hold an annual meeting of stockholders promptly and
establishing August 7, 1995 as the record date for the meeting.
Messrs. Nirenberg and Kupperman also are seeking an interim order
purportedly to preserve the status quo pending a judicial
determination of the issues raised by their complaint.
The Company believes that the claims of Messrs. Nirenberg and
Kupperman regarding their efforts to alter the composition of the
Company's Board of Directors are completely without merit and Dairy
Mart intends to vigorously defend itself against the lawsuit.
The Company also announced that at a meeting of the Board of
Directors held on August 10, 1995, the Company's directors removed
Mr. Nirenberg from his positions as Chairman of the Board and
Chairman of the Company and placed Mr. Kupperman on a leave of
absence pending a review of his actions as an officer of the
Company. The Company further announced that the directors have
established September 29, 1995 as the record date for the Company's
1995 annual meeting of stockholders, which the Board previously has
scheduled for October 31, 1995.
