-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0EYz0i4FFCGHN/+86dXuR0QUdbRaOOaur4cFaiVsmg1dEIqfEhpn0qLbvglUasm UEpBzvK+1VR4gVpLonDv8g== 0000950120-00-000108.txt : 20000509 0000950120-00-000108.hdr.sgml : 20000509 ACCESSION NUMBER: 0000950120-00-000108 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAIRY MART CONVENIENCE STORES INC CENTRAL INDEX KEY: 0000721675 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 042497894 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-12497 FILM NUMBER: 621991 BUSINESS ADDRESS: STREET 1: 210 BROADWAY EAST CITY: CUYAHOGA FALLS STATE: OH ZIP: 44222 BUSINESS PHONE: 2037414444 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMITTEE OF CONCERNED DAIRY MART SHAREHOLDERS CENTRAL INDEX KEY: 0001112085 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 360 BLOOMFIELD AVENUE, SUITE 208 CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 8606883667X11 MAIL ADDRESS: STREET 1: 360 BLOOMFIELD AVENUE STREET 2: SUITE 208 CITY: WINDSOR STATE: CT ZIP: 06095 DFAN14A 1 SOLICITING MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e) (2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Dairy Mart Convenience Stores, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Committee of Concerned Dairy Mart Shareholders - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per Unit price or other underlying value of transaction computed pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total Fee Paid: ---------------------------------------------------------------------- [ ] Fee Paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------- (2) Form, schedule or Registration Statement No.: ------------------------- (3) Filing Party: --------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------- THE COMMITTEE OF CONCERNED DAIRY MART SHAREHOLDERS ----------------------- - ----------------------------------------------------------------------------- FOR IMMEDIATE RELEASE MAY 8, 2000 FORMER DAIRY MART CEO URGES SHAREHOLDERS TO OUST BOARD OF DIRECTORS LETTER URGES ACTION AT COURT-ORDERED MAY 25TH SHAREHOLDERS MEETING (WINDSOR, CT) -- Former Dairy Mart CEO Frank Colaccino today urged shareholders to replace the current board of directors at a court-ordered meeting May 25. In a letter dated May 5th, Colaccino communicated directly with shareholders as head of the Committee of Concerned Dairy Mart Shareholders, which controls more than five percent of Dairy Mart's stock (AMEX: DMC). The letter detailed a six-year downward spiral by Dairy Mart that has resulted in the lowest stock price in the company's history, cumulative losses exceeding $34,000,000 and a debt-to-equity ratio of 17:1. Additionally, the Committee's letter also cites examples of current management consistently awarding itself generous compensation packages "with the consent of the Board," in stark contrast to the steadily diminishing value of the company's stock. "It's the shareholder's turn to receive value," said Colaccino. -- More -- 360 Bloomfield Avenue . Suite #208 . Windsor, CT 06095 . phone: 860-688-3667 . fax: 860-688-2343 "We believe Dairy Mart has been so badly damaged by six years of fiscal mismanagement, that the best, and possibly the only way to realize shareholder value is to sell the company," Colaccino added. In a separate communication delivered today, Colaccino reminded the incumbent board that they "have a fiduciary duty to act in the best interests of the Company and its stockholders." Colaccino's letter to directors goes on to say, "Consistent with this legal obligation, I am specifically requesting that, pending resolution of the Proxy Contest, you take no action which would be outside of the ordinary course of business or which would otherwise jeopardize the interests of the stockholders of the Company or the ability of the New Board, if elected, to manage the Company effectively and for the benefit of its stockholders." Contacts: Frank Colaccino Committee of Concerned Dairy Mart Shareholders (860) 688-3667 x-11 Gene Sheehan Sullivan & LeShane Public Relations, Inc. (860) 560-0001 ### Page 2 -----END PRIVACY-ENHANCED MESSAGE-----