Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Schedule 14D9 for National Convenience Stores 32 180K
2: EX-1 Pages 8-11 of Proxy Statement 4 29K
3: EX-17 Letter From Circle K to V.H. Van Horn 2± 8K
4: EX-18 Letter to N.C.S Stockholders 2 14K
5: EX-19 Press Release Dated 9/19/95 2 14K
6: EX-20 Opinion of Merrill Lynch 2 12K
EX-17 — Letter From Circle K to V.H. Van Horn
Exhibit 17
August 8, 1995
PERSONAL & CONFIDENTIAL
TO BE OPENED BY ADDRESSEE ONLY
VIA HAND DELIVERY
Mr. V.H. Van Horn
President and Chief Executive Officer
National Convenience Stores Incorporated
100 Waugh Drive
Houston, Texas 77007
Dear Pete:
As I mentioned when we met earlier today, I am writing to formally confirm
The Circle K Corporation's offer to acquire all of the outstanding equity of
National Convenience Stores Incorporated ("NCS") at a price of $17 per share of
common stock, net to the sellers, in cash.
We believe that this proposal presents an extremely attractive opportunity
for your stockholders at a price which provides them a significant premium. We
hope that you and your Board of Directors will view this offer, as we do, as an
excellent opportunity for the stockholders of NCS to realize full value for
their shares to an extent not likely to be available to them in the marketplace.
The complementary nature of NCS's strong market position in Houston, San
Antonio and Dallas, where we do not have a significant presence, with Circle K's
strong operations in other markets in the Southwest will make the combination a
strong one. We also believe that a significant opportunity exists to improve the
performance of NCS's assets through the economies of scale and operating
efficiencies which will result from a combination with Circle K.
We are prepared to complete a definitive acquisition agreement very
swiftly. Our lead lending institution, Chemical Bank, has already advised us
that it will provide the financing necessary to complete this transaction.
Our valuation of NCS is based upon a careful review of publicly available
information. We are, of course, willing to consider any additional information
that you may wish to provide to us if you believe it would support a higher
price.
Should you have any questions concerning this offer, please feel free to
contact me at any time. Our financial advisor, David Glaser of Bear, Stearns &
Co. Inc. (212-272-3763), is also available to address any issues that may arise.
We trust that you and your Board of Directors will give our offer prompt
and serious consideration so that we may move forward, in our preferred course,
to a negotiated transaction. Thus, we would appreciate your response to our
proposal as soon as practicable.
Sincerely yours,
John F. Antioco
President and Chief Executive
Officer
The Circle K Corporation
cc: Board of Directors of
National Convenience Stores Incorporated
Dates Referenced Herein and Documents Incorporated by Reference
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