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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2000
Dairy Mart Convenience Stores, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12497 04--2497894
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Dairy Mart Way, 300 Executive Parkway West, Hudson, Ohio 44236
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 342-6600
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 Pages
(Exhibit Index appears on page 4)
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ITEM 5. OTHER EVENTS
On May 21, 2000, Dairy Mart Convenience Stores, Inc., a Delaware
corporation (the "Company") issued a press release announcing an agreement (the
"Agreement"), by and among the Company, the Committee of Concerned Dairy Mart
Shareholders and Frank Colaccino, settling the proxy contest initiated by Frank
Colaccino.
The Agreement is attached hereto as Exhibit 10(a). The foregoing
description of the Agreement is qualified in its entirety by reference to such
exhibit, which is incorporated herein by reference.
The Company also issued a press release on May 22, 2000 relating to the
Agreement which is attached hereto as Exhibit 99.
ITEM 7. EXHIBITS.
(c) Exhibit No. Description
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(10(a)) Agreement by and among Dairy Mart Convenience Stores, Inc.,
the Committee of Concerned Dairy Mart Shareholders and Frank
Colaccino, dated May 21, 2000.
(99) Press Release dated May 22, 2000.
Page 2 of 4 Pages
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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 hereunto duly authorized.
DAIRY MART CONVENIENCE STORES, INC.
Date: May 24, 2000 By: /s/ Gregory G. Landry
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Name: Gregory G. Landry
Title: Chief Financial Officer
Page 3 of 4 Pages
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DAIRY MART CONVENIENCE STORES, INC.
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
EXHIBIT
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(10(a)) Agreement by and among Dairy Mart Convenience Stores, Inc.,
the Committee of Concerned Dairy Mart Shareholders and Frank
Colaccino, dated May 21, 2000.
(99) Press Release dated May 22 2000.
Page 4 of 4 Pages
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AGREEMENT
This Agreement (this "Agreement") dated as of May 21, 2000 between
the Committee of Concerned Dairy Mart Shareholders (the "Committee") and Frank
Colaccino ("Colaccino"), on the one hand, and Dairy Mart Convenience Stores,
Inc., a Delaware corporation (the "Company"), on the other hand.
WHEREAS, the Company has distributed definitive proxy materials (the
"Company Proxy Materials") in respect of its 2000 Annual Meeting of Stockholders
(the "Meeting") currently scheduled to be held on May 25, 2000;
WHEREAS, the Committee has distributed definitive proxy materials
(the "Committee Proxy Materials") with respect to its proposal to nominate eight
individuals to stand for election as directors at the Meeting in opposition to
the management slate; and
WHEREAS, the parties hereto wish to enter into a settlement on the
terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereto agree as follows:
1. Before the opening of the stock markets on Monday, May 22, 2000, the Company
and the Committee shall issue a joint press release in the form attached
hereto as Exhibit A.
2. After the execution of this Agreement, each of the Committee and Colaccino
shall not, directly or indirectly, and shall use their best efforts to cause
each "participant" (as such term is defined in Item 4 of Schedule 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and
each of their agents and representatives not to, solicit any proxies or
participate in any "solicitation" of any "proxy" (as such terms are defined
in Rule 14a-1 under the Exchange Act, and including without limitation any
revocations of proxies granted to the Company) with respect to matters to be
presented at the, and shall not become a "participant" in any election
contest relating to the Meeting, and (b) shall not take any other actions
inconsistent with the matters contemplated hereby. As soon as possible on
Monday, May 22, 2000, the Committee will inform the Securities and Exchange
Commission of the foregoing.
3. Colaccino and the Committee hereby withdraw the letter from Cede & Co. on
behalf of its participant and the participant's customer and the letter from
the Committee, each dated May 5, 2000 to the Company providing notice that
Colaccino intends to nominate eight persons (the "Committee Nominees") for
election as directors of the Company at the Meeting. The parties agree that
the foregoing will not require any action by Cede & Co.
4. Colaccino and the Committee will cause the proxies named in the Committee
Proxy Material, or their substitutes, to be present at the Meeting with all
proxies that have been granted to
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them and not revoked prior to the Meeting. Each of Colaccino and the
Committee will not, and will use their best efforts to cause the other
members of the Committee not to, nominate the Committee Nominees or any
other individual for election as directors at the Meeting.
5. Colaccino will promptly sign, date and return to the Company a white proxy
card marked to vote FOR all of management's nominees with respect to all
shares of the Company's common stock that are beneficially owned by him,
whether individually or in any other capacity. In the event that Colaccino
beneficially owns any such shares in "street" name and not of record, he
will take all action necessary to cause the record owner of such shares to
vote for management's nominees at the Meeting.
6. Each party hereto hereby releases and forever discharges each other party
hereto and their respective present and former officers, directors, agents,
attorneys, investment bankers, subsidiaries, affiliates, advisors and
representatives, of and from all debts, demands, actions, causes of actions,
suits, damages, losses and any and all claims, demands and liabilities
whatsoever of every name and nature, whether known or unknown, both in law
and in equity, against such other party or any of its assigns, which the
releasing party has or ever had from the beginning of the world to the date
hereof; provided, however, that the foregoing release shall not apply to any
claims arising in respect of the performance of this Agreement.
7. Promptly after the execution of this Agreement, the Company shall pay, by
wire transfer, to the Committee, or to those persons as shall be designated
by the Committee, the aggregate amount of $150,000 in full reimbursement of
the Committee's or any Committee member's expenses incurred in connection
with the Committee Proxy Materials and related matters.
8. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the principles of
conflict of laws thereof. This Agreement may be executed in one or more
counterparts by each of the parties hereto, each of which shall be deemed to
be an original, but all of which shall be considered one and the same
instrument. This Agreement may be amended, supplemented or modified only by
a written instrument duly executed by or on behalf of each party hereto.
9. This Agreement supersedes all prior discussions and agreements between the
parties with respect to the subject matter hereof and contains the sole and
entire agreement between the parties hereto with respect to the subject
matter hereof.
10. The terms and provisions of this Agreement are intended solely for the
benefit of each party hereto and their respective successors or assigns, and
it is not the intention of the parties to confer third party beneficiary
rights upon any other person.
11. Each of the parties hereto agrees that money damages would not be a
sufficient remedy for any breach of this Agreement by any party hereto and
that any party hereto shall be entitled to specific performance and
injunctive or other equitable relief as a remedy for any such breach.
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12. The Company will make available to Colaccino any confidential memorandum
prepared by the Company's investment bankers when it becomes available;
provided that Colaccino shall have entered into a confidentiality agreement
in form and substance customary under the circumstances.
DAIRY MART CONVENIENCE STORES, INC.
By: /s/ Robert Stein
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Name: Robert Stein
Title: Chief Executive Officer
COMMITTEE OF CONCERNED DAIRY
MART SHAREHOLDERS
By: /s/ Frank Colaccino
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Frank Colaccino, Chairman
FRANK COLACCINO
/s/ Frank Colaccino
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COMPANY PRESS RELEASE
DAIRY MART AND COMMITTEE OF CONCERNED SHAREHOLDERS
ANNOUNCE SETTLEMENT OF PROXY CONTEST
HUDSON, Ohio--(BUSINESS WIRE)--May 22, 2000--Dairy Mart Convenience Stores,
Inc., (AMEX: DMC - news) and the Committee of Concerned Dairy Mart Shareholders
announced today that they have settled the proxy contest begun by the Committee.
"We are both interested in the same thing -- maximizing shareholder value," said
Robert B. Stein, Dairy Mart Chairman, President and Chief Executive Officer and
Frank Colaccino, Chairman of the Committee. "We believe that the process of
enhancing shareholder value is well under way and would be helped by this
settlement."
Mr. Colaccino added, "The Committee began the proxy contest in the interest of
all shareholders and with a commitment to maximize value of the company's
shares. I believe that the shareholders will now be best served by ending this
proxy fight given that we have received assurances that management is focused on
evaluating a sale of the company. We are committed to assist in that initiative
and have decided to vote our shares for the current board's nominees." Mr. Stein
reiterated the company's commitment to explore all options for increasing
shareholder value, including a sale. He said, "We are continuing our review of
the various expressions of interest Dairy Mart has received."
Dairy Mart Convenience Stores, Inc. was named "Convenience Store Chain of the
Year" in 1999 by Convenience Store Decisions magazine. The company owns and
operates approximately 600 retail stores in seven states in the Midwest and
Southeast. Through consulting and licensing agreements, the Company is also
affiliated with more than 200 stores in Korea and approximately 400 locations in
Malaysia. For more information, visit Dairy Mart's web site at
www.dairymart.com.
Statements contained in this release that are not historical facts, including
those relating to possible outcomes of exploring the Company's strategic
alternatives, such as a possible sale of the Company may constitute
forward-looking statements. Factors that could cause actual results to differ
materially from those stated or implied in the forward-looking statements
include competition, general economic conditions, the ability to find one or
more suitable buyers for the stores or the whole Company at acceptable prices,
the ability of such buyers to finance store purchases or the whole Company, the
determination of the board of directors, which may or may not include a sale of
the stores or the whole Company and other factors disclosed in Dairy Mart's
periodic filings with the Securities and Exchange Commission. The Company
assumes no obligation to update the information contained in this release.
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Contact:
MacKenzie Partners, Inc.
Larry Dennedy, 800/322-2885
or
Committee of Concerned Dairy Mart Shareholders
Frank Colaccino, 860/688-3667 ext.11
or
Dix & Eaton Incorporated
Scott Chaikin, 216/241-4615
or
Sullivan & LeShane Public Relations
Gene Sheehan, 860/560-0001
