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National Convenience Stores Inc/DE – ‘8-K’ for 8/18/95

As of: Friday, 9/15/95 · For: 8/18/95 · Accession #: 950129-95-1201 · File #: 1-07936

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/15/95  Nat’l Convenience Stores Inc/DE   8-K:5,7     8/18/95   20:687K                                   Bowne - Houston/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         National Convenience Stores Inc. Form 8-K              9     44K 
 2: EX-99.1     Class Action Complaint - Crandon Capital Partners     10     32K 
11: EX-99.10    Employment Agreement - V.H. Van Horn                  28    117K 
12: EX-99.11    Employment Agreement - A.J. Gallerano                 25    111K 
13: EX-99.12    Second Amend. Employmnt Agreemnt-Arnold Van Zanten    25    112K 
14: EX-99.13    Employment Agreement - C. R. Wortham                  25    110K 
15: EX-99.14    Fourth Amend. Employment Agreement-Brian Fontana      25    113K 
16: EX-99.15    Employment Agreement - Douglas B. Binford             25    108K 
17: EX-99.16    Employment Agreement - Janice E. Bryant                5     28K 
18: EX-99.17    Master Agreement for Atm Facilities                   42    145K 
19: EX-99.18    Order Providing for Closing Chaper 11 Cases           12     44K 
20: EX-99.19    Promissory Note Dated 08/31/95 - V.H. Van Horn         3     17K 
 3: EX-99.2     Complaint - the Circle K Corporation                   7     23K 
 4: EX-99.3     Complaint - the Circle K Corporation                   6     22K 
 5: EX-99.4     Amended and Restated Ncs Officers' Retirement Plan    12     49K 
 6: EX-99.5     Amended and Restated Trust                            15     48K 
 7: EX-99.6     Amended Directors' Retirement Plan                     8     35K 
 8: EX-99.7     Amended Directors' Retirement Plan                    15     48K 
 9: EX-99.8     Form of Twenty-Second Amendment to Profit Sharing      1     10K 
10: EX-99.9     Form of Director Agreement                             8     38K

8-K — National Convenience Stores Inc. Form 8-K
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements and Exhibits Other Events
1	1st Page - Filing Submission
2	Item 5. Other Events
3	Item 7. Financial Statements and Exhibits

8-K 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st

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 18, 1995

NATIONAL CONVENIENCE STORES INCORPORATED
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 1-7936 74-1361734
---------------------------- ----------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

100 Waugh Drive
Houston, Texas 77007
--------------------------------------- ---------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 863-2200

8-K 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
Item 5. Other Events.

On August 18, 1995, a purported class action lawsuit was filed in the Chancery
Court of New Castle County, Delaware against the Company and its directors
alleging that the directors improperly refused to negotiate or consider any
bona fide offer for the Company (including the previously disclosed August 8,
1995 proposal by The Circle K Corporation ("Circle K") to acquire all of the
stock of the Company at $17 per share), and that such action and the amendment
on August 10, 1995 of the Company's By-Laws to increase the number of votes of
the holders of Common Stock needed to amend the section of the By-Laws dealing
with the number of directors to 75% (the "By-Law Amendment") constituted unfair
dealing, improper interference with shareholder voting rights, a manipulation
of corporate machinery for personal purposes, an attempt by the directors to
entrench themselves in their positions with the Company and a breach of the
directors' fiduciary duty to maximize shareholder value. The Complaint seeks,
among other things, injunctive relief against enforcement of the By-Law
Amendment, an order compelling the directors of the Company to carry out their
fiduciary duties to the plaintiff stockholder and the other members of the
class, and unspecified damages. The case is styled Crandon Capital Partners v.
V. H. Van Horn, et al., C.A. 14489, and as of September 14, 1995, service of
process has not been made on the Company or, to its knowledge, the other
defendants. The Complaint in the foregoing action is filed as Exhibit 99.1
hereto and is incorporated by reference herein; the foregoing description is
qualified in its entirety by reference to such Exhibit.

On September 5, 1995, Circle K filed a lawsuit against the Company and its
directors in the Chancery Court of New Castle County, Delaware alleging, among
other things, that the directors improperly refused to negotiate or
consider any bona fide offer for the Company and that such action, the By-Law
Amendment and the adoption by the directors of the Rights Agreement dated
August 31, 1995 (the "Rights Agreement") constituted unfair dealing, improper
interference with shareholder voting rights, a manipulation of corporate
machinery for personal purposes, an effort by the directors to entrench
themselves in their positions with the Company and a breach of the directors'
fiduciary duties to the Company's stockholders. The Complaint requests, among
other things, that the Court declare the By-Law Amendment and the Rights
Agreement void or enjoin the enforcement thereof and unspecified damages. This
case is styled The Circle K Corporation v. National Convenience Stores
Incorporated, et al., C.A. 14518 (the "Circle K Case"). The Complaint in the
foregoing action is filed as Exhibit 99.2 hereto and is incorporated by
reference herein; the foregoing description is qualified in its entirety by
reference to such Exhibit.

Counsel for the plaintiffs and the Company in the previously disclosed case of
Thomas J. McKula, Jr. v. William K. Wilde, et al. and the Circle K Case have
agreed to an expedited discovery schedule in preparation for a trial limited to
on the By- Law Amendment issue in Chancery Court that has been scheduled by the
Court for October 18, 1995.

-2-

8-K 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
On September 5, 1995, Circle K filed a second lawsuit against the Company and
its directors in the United States District Court for the District of Delaware
alleging, among other things, that omissions of certain information concerning
the By-Law Amendment from a press release issued by the Company on August 14,
1995 and the omission of certain information relating to a nomination of
directors received from Bedford Falls Investors, L.P. from a Form 8-K filed by
the Company with the Commission on August 14, 1995 rendered the press release
and the Form 8-K materially false and misleading. Therefore, the Complaint
alleges, the press release and the Form 8-K violated Section 10(b) of the
Exchange Act and Rule 10b-5 promulgated thereunder. The Complaint requests,
among other things, that the Court compel the defendants to make corrective
disclosures and enjoin the defendants from soliciting proxies from the
Company's stockholders until such corrective action is completed. The case is
styled The Circle K Corporation v. National Convenience Stores Incorporated, et
al., C.A. 95-537. The Complaint in the foregoing action is filed as Exhibit
99.3 hereto and is incorporated by reference herein; the foregoing description
is qualified in its entirety by reference to such Exhibit.

On August 31, 1995, the Board of Directors of the Company authorized in concept
certain agreements and the amendment of certain employment agreements and
benefit plans of the Company, subject to the preparation of documents
reflecting such agreements and amendments, in form and substance satisfactory
to the Company and its counsel. The Company and its counsel and special
counsel to the officers and directors agreed on the form of such agreements and
amendments on September 14, 1995, and the relevant agreements and plans were
amended and restated. Such agreements and amendments and restatements,
together with a previous amendment to the Company's Profit Sharing Plan and
Trust, are filed as Exhibits hereto.

On August 31, 1995, the Company and NationsBank of Texas, N.A., entered into a
Master Agreement for ATM Facilities, a copy of which is filed as an Exhibit
hereto.

On September 6, 1995, an Order Providing for Closing Chapter 11 Cases was
signed by the Judge of the United States Bankruptcy Court for the Southern
District of Texas--Houston Division, a copy of which is filed as an Exhibit
hereto.

Item 7. Financial Statements and Exhibits.

[Enlarge/Download Table]

Exhibit
Number Identification of Exhibit
------- -------------------------

99.1 Class Action Complaint, Crandon Capital Partners v. V.H. Van Horn, et al., C.A. 14489 (Chancery
Court of the State of Delaware in and for New Castle County) (as filed August 18, 1995).

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[Enlarge/Download Table]

99.2 Complaint, The Circle K Corporation v. National Convenience Stores Incorporated, et al., C.A.
14518 (Chancery Court of the State of Delaware in and for New Castle County) (as filed
September 5, 1995).

99.3 Complaint, The Circle K Corporation v. National Convenience Stores Incorporated, et al., C.A.
95-537 (U.S. District Court for the District of Delaware) (as filed September 5, 1995).

99.4 Amended and Restated National Convenience Stores Incorporated Officers' Retirement Plan
effective as of August 31, 1995.

99.5 Amended and Restated Trust under National Convenience Stores Incorporated Officers' Retirement
Plan effective as of August 31, 1995, by and between the Company and Bank One, Texas, N.A.

99.6 Amended and Restated National Convenience Stores Incorporated Directors' Retirement Plan
effective as of August 31, 1995.

99.7 Amended and Restated Trust under National Convenience Stores Incorporated Directors' Retirement
Plan effective as of August 31, 1995, by and between the Company and Bank One, Texas, N.A.

99.8 Form of Twenty-second Amendment to National Convenience Stores Incorporated Profit Sharing Plan
and Trust effective as of July 1, 1995.

99.9 Form of Director Agreement executed effective as of August 31, 1995 by and between the Company
and each of Richard C. Steadman, Dunbar N. Chambers, Jr., Charles J. Luellen, Raymond W.
Oeland, Jr., Lionel Sosa, Robert B. Stobaugh, and William K. Wilde.

99.10 Agreement Amending and Restating Employment Agreement executed as of August 31, 1995 but
effective from and after July 1, 1995 by and between the Company and V.H. Van Horn.

99.11 Agreement Amending and Restating Employment Agreement executed as of August 31, 1995 but
effective as of May 18, 1993 by and between the Company and A.J. Gallerano.

99.12 Agreement Amending and Restating Employment Agreement executed as of August 31, 1995 but
effective as of May 18, 1993 by and between the Company and Arnold Van Zanten.

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[Enlarge/Download Table]

99.13 Agreement Amending and Restating Employment Agreement executed as of August 31, 1995 but
effective as of May 18, 1993 by and between the Company and C. R. Wortham.

99.14 Agreement Amending and Restating Employment Agreement executed as of August 31, 1995 but
effective as of May 18, 1993 by and between the Company and Brian Fontana.

99.15 Agreement Amending and Restating Employment Agreement executed as of August 31, 1995 but
effective as of October 31, 1994 by and between the Company and Douglas B. Binford.

99.16 Employment Agreement executed as of March 21, 1995 but effective February 1, 1995 by and between the
Company and Janice E. Bryant.

99.17* Master Agreement for ATM Facilities dated August 31, 1995 between the Company and NationsBank of Texas,
N.A.

99.18 Order Providing for Closing Chapter 11 Cases, In Re: Schepps Food Stores, Inc., et al., Case
nos. 91-49816-H2-11, 91-49818-H3-11 through 91-49835-H2-11, jointly administered under Case No.
91-49816-H4-11 (U.S. Bankruptcy Court for the Southern District of Texas--Houston Division) (as
filed September 11, 1995).

99.19 Promissory Note dated August 31, 1995 by and between V.H. Van Horn, as Maker, and the Company, as Payee.

__________________

*Confidential Treatment has been requested with respect to portions of this
Exhibit.

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8-K 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
S I G N A T U R E

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.

NATIONAL CONVENIENCE STORES
INCORPORATED

/s/ A. J. GALLERANO
Dated: September 15, 1995 By: _______________________________
A. J. Gallerano
Senior Vice President,
General Counsel and Secretary

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8-K 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
EXHIBIT INDEX

[Download Table]

Exhibit Page
Number Description Number
------ ----------- ------

99.1 Class Action Complaint,Crandon Capital Partners v. V.H. Van Horn,
et al., C.A. 14489 (Chancery Court of the State of Delaware in and
for New Castle County) (as filed August 18, 1995).

99.2 Complaint, The Circle K Corporation v. National Convenience Stores
Incorporated, et al., C.A. 14518 (Chancery Court of the State of
Delaware in and for New Castle County) (as filed September 5,
1995).

99.3 Complaint, The Circle K Corporation v. National Convenience Stores
Incorporated, et al., C.A. 95-537 (U.S. District Court for the
District of Delaware) (as filed September 5, 1995).

99.4 Amended and Restated National Convenience Stores Incorporated
Officers' Retirement Plan effective as of August 31, 1995.

99.5 Amended and Restated Trust under National Convenience Stores
Incorporated Officers' Retirement Plan effective as of August 31,
1995, by and between the Company and Bank One, Texas, N.A.

99.6 Amended and Restated National Convenience Stores Incorporated
Directors' Retirement Plan effective as of August 31, 1995.

99.7 Amended and Restated Trust under National Convenience Stores
Incorporated Directors' Retirement Plan effective as of August 31,
1995, by and between the Company and Bank One, Texas, N.A.

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8-K 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th

[Download Table]

99.8 Form of Twenty-second Amendment to National Convenience Stores
Incorporated's Profit Sharing Plan and Trust effective as of July
1, 1995.

99.9 Form of Director Agreement executed effective as of August 31, 1995
by and between the Company and each of Richard C. Steadman, Dunbar
N. Chambers, Jr., Charles J. Luellen, Raymond W. Oeland, Jr.,
Lionel Sosa, Robert B. Stobaugh, and William K. Wilde.

99.10 Agreement Amending and Restating Employment Agreement executed as
of August 31, 1995 but effective from and after July 1, 1995 by and
between the Company and V.H. Van Horn.

99.11 Agreement Amending and Restating Employment Agreement executed as
of August 31, 1995 but effective as of May 18, 1993 by and between
the Company and A.J. Gallerano.

99.12 Agreement Amending and Restating Employment Agreement executed as
of August 31, 1995 but effective as of May 18, 1993 by and between
the Company and Arnold Van Zanten.

99.13 Agreement Amending and Restating Employment Agreement executed as
of August 31, 1995 but effective as of May 18, 1993 by and between
the Company and C. R. Wortham.

99.14 Agreement Amending and Restating Employment Agreement executed as
of August 31, 1995 but effective as of May 18, 1993 by and between
the Company and Brian Fontana.

99.15 Agreement Amending and Restating Employment Agreement executed as
of August 31, 1995 but effective as of October 31, 1994 by and
between the Company and Douglas B. Binford.

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8-K Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th

[Download Table]

99.8 Form of Twenty-second Amendment to National Convenience Stores

99.16 Employment Agreement executed as of March 21, 1995 but effective
February 1, 1995 by and between the Company and Janice E. Bryant.

99.17* Master Agreement for ATM Facilities dated August 31, 1995 between
the Company and NationsBank of Texas, N.A.

99.18 Order Providing for Closing Chapter 11 Cases, In Re: Schepps Food
Stores, Inc., et al., Case nos. 91-49816-H2-11, 91-49818-H3-11 through
91-49835-H2-11, jointly administered under Case No. 91-49816-H4-11
(U.S. Bankruptcy Court for the Southern District of Texas--Houston
Division) (as filed September 11, 1995).

99.19 Promissory Note dated August 31, 1995 by and between V.H. Van Horn, as
Maker, and the Company, as Payee.

__________________

*Confidential Treatment has been requested with respect to portions of this
Exhibit.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	10/18/95	2
	9/18/95			10-K/A
Filed on:	9/15/95	6
	9/14/95	2	3
	9/11/95	5	9
	9/6/95	3
	9/5/95	2	7	8-K
	8/31/95	2	9	8-K
For Period End:	8/18/95	1	7
	8/14/95	3		8-K
	8/10/95	2
	8/8/95	2		8-K
	7/1/95	4	8
	3/21/95	5	9
	2/1/95	5	9
	10/31/94	5	8
	5/18/93	4	8
				List all Filings

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Filing Submission 0000950129-95-001201 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

National Convenience Stores Inc/DE – ‘8-K’ for 8/18/95

As of: Friday, 9/15/95 · For: 8/18/95 · Accession #: 950129-95-1201 · File #: 1-07936

Previous ‘8-K’: ‘8-K’ on 9/5/95 for 8/31/95 · Next: ‘8-K’ on 10/30/95 for 10/10/95 · Latest: ‘8-K’ on 5/7/96 for 4/29/96

Current Report — Form 8-KFiling Table of Contents

8-K — National Convenience Stores Inc. Form 8-KDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

8-K — National Convenience Stores Inc. Form 8-K
Document Table of Contents