Dairy Mart completes purchase of Nirenberg interests and announces that annual shareholders meeting will be rescheduled.ENFIELD, Conn.--(BUSINESS WIRE)--Dec. 1, 1995--Dairy Mart Convenience Stores The following is a list of convenience stores organized by geographical location. Stores are grouped by the lowest heading that contains all locales in which the brands have significant presence. Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : DMCVA and DMCVB DMCVB Denver Metro Convention and Visitors Bureau ) announced today that it had consummated the purchase of the interests of Charles Nirenberg and certain of his affiliates in DM Associates Limited Partnership. Nirenberg's interest in the partnership included a limited partnership interest and a note secured by 1,220,000 shares of the company's Class B common stock. The aggregate cash consideration paid by the company to Nirenberg and certain of his affiliates for their respective limited partnership interests was $10 million. In addition, Dairy Mart agreed to pay Nirenberg $2.3 million in consideration of certain matters, including Nirenberg waiving certain claims against the company, executing a non-compete agreement and allowing Dairy Mart to use his name and likeness in advertising and marketing materials. Dairy Mart has also agreed to reimburse re·im·burse tr.v. re·im·bursed, re·im·burs·ing, re·im·burs·es 1. To repay (money spent); refund. 2. To pay back or compensate (another party) for money spent or losses incurred. Nirenberg for up to $850,000 of previously unreimbursed fees and expenses incurred in connection with activities relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Dairy Mart. As provided in the agreement, Nirenberg, Mitchell J. Kupperman, Thomas O'Brien and Howard Jacobson Howard Jacobson (born 24 August, 1942 in Manchester, brought up in Prestwich), is a British author who has written comic novels involving Jewish characters. He was educated at Stand Grammar School in Whitefield, and Downing College, Cambridge, where he studied under F. R. Leavis. resigned today as directors of Dairy Mart. Additionally, Kupperman resigned as an officer of the company. Dairy Mart also announced that it has issued $13.5 million aggregate principal amount of its 10-1/4 percent senior subordinated notes (Series B) due 2004. The Series B notes have the same payment terms as the company's current $75 million 10-1/4 percent senior subordinated notes due 2004. The Series B noteholders also acquired warrants to purchase 1,215,000 shares of the company's Class A common stock. The proceeds of the note and warrant issuances were used to finance the acquisition. The company further announced that the holders of a majority of the company's $75 million senior subordinated notes had consented to the Nirenberg transaction, and waived any events of default that may have been caused by an alleged change of control, for which consent and waiver the company will issue to all of the holders of the notes, warrants to purchase 500,000 shares of the company's Class A common stock. The company's primary bank creditors also waived any alleged defaults in its credit agreement with the company. "We are gratified grat·i·fy tr.v. grat·i·fied, grat·i·fy·ing, grat·i·fies 1. To please or satisfy: His achievement gratified his father. See Synonyms at please. 2. that the company and Mr. Nirenberg have successfully consummated their previously announced agreement," stated Robert B. Stein Jr., Dairy Mart's president and chief executive officer. "The company has made tremendous strides this year, and now we will be able to concentrate our full resources on the company's future operations." "Charlie was the founder and true entrepreneurial pioneer who was primarily responsible for building Dairy Mart into a significant convenience store chain. We respect and are grateful for his positive contributions to Dairy Mart. We wish Charlie Nirenberg and Mitch Kupperman well in their future endeavors." As a result of the transactions, the company is expected to take one-time nonrecurring charges Nonrecurring Charge An expense occurring only once on a company's financial statement. Notes: An extraordinary item is an example of a nonrecurring charge. Also known as "nonrecurring item". in both its third and fourth fiscal quarters. The financial results for its third fiscal quarter are expected to be announced To be announced (TBA) A contract for the purchase or sale of an MBS to be delivered at an agreed-upon future date but does not include a specified pool number and number of pools or precise amount to be delivered. in early December. The company also said that its annual shareholders meeting scheduled for November 30, 1995, was adjourned, and the company will reschedule re·sched·ule tr.v. re·sched·uled, re·sched·ul·ing, re·sched·ules To schedule again or anew: rescheduled the meeting for the following week; rescheduled the debts of many developing nations. a new meeting. Dairy Mart, with its corporate offices in Enfield, Conn., is one of the nation's leading convenience store chains. It operates in 11 states with approximately 900 stores, 380 of which sell gasoline. CONTACT: Dairy Mart Stores Inc. Gregory G. Landry, 860/741-4516 |
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