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Dunkin Donuts Master Franchisee Quebec Inc, et al. – ‘F-10’ on 2/13/04

On:  Friday, 2/13/04, at 7:02pm ET   ·   As of:  2/17/04   ·   Accession #:  1047469-4-4570   ·   File #s:  333-112863, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14

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

 2/17/04  Dunkin Donuts Master Franchi… Inc F-10        2/13/04   46:10M                                    Merrill Corp/New/FA
          Alimentation Couche Tard Inc
          Circle K Corp/DE
          Couche Tard US LP
          Couche Tard Financing Corp
          Couche Tard Inc
          Macs Convenience Stores Inc
          Macs Convenience Stores LLC
          Circle K Stores Inc
          3053854 Nova Scotia Co
          Circle K Enterprises Inc
          Act Financial Trust
          Couche Tard Macs LP
          Depan Escompte Couche Tard Inc
          3055854 Nova Scotia Co

Document/Exhibit                   Description                      Pages   Size 

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                          (Not Effective Immediately)                            
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10: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML     83K 
11: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML    167K 
12: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML    125K 
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17: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML     78K 
18: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML    115K 
19: EX-3.19     Articles of Incorporation/Organization or By-Laws   HTML     40K 
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20: EX-3.20     Articles of Incorporation/Organization or By-Laws   HTML     86K 
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22: EX-3.22     Articles of Incorporation/Organization or By-Laws   HTML     77K 
23: EX-3.23     Articles of Incorporation/Organization or By-Laws   HTML     27K 
24: EX-3.24     Articles of Incorporation/Organization or By-Laws   HTML     67K 
25: EX-3.25     Articles of Incorporation/Organization or By-Laws   HTML     63K 
26: EX-3.26     Articles of Incorporation/Organization or By-Laws   HTML     71K 
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 9: EX-3.9      Articles of Incorporation/Organization or By-Laws   HTML    348K 
27: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    189K 
28: EX-5.1      Opinion re: Legality                                HTML     20K 
29: EX-5.2      Opinion re: Legality                                HTML     20K 
30: EX-5.5      Opinion re: Legality                                HTML     34K 
31: EX-5.6      Opinion re: Legality                                HTML     32K 
32: EX-5.7      Opinion re: Legality                                HTML     29K 
33: EX-5.8      Opinion re: Legality                                HTML     36K 
34: EX-7.1      Opinion re: Liquidation Preference                  HTML    941K 
35: EX-10.1     Material Contract                                   HTML    393K 
36: EX-10.2     Material Contract                                   HTML     41K 
37: EX-10.3     Material Contract                                   HTML    924K 
38: EX-10.4     Material Contract                                   HTML    134K 
39: EX-10.5     Material Contract                                   HTML     33K 
40: EX-10.6     Material Contract                                   HTML     54K 
41: EX-12.1     Statement re: Computation of Ratios                 HTML     44K 
42: EX-25.1     Statement re: Eligibility of Trustee                HTML    102K 
43: EX-99.1     Miscellaneous Exhibit                               HTML     62K 
44: EX-99.2     Miscellaneous Exhibit                               HTML     29K 
45: EX-99.3     Exhbiti 99.3                                        HTML     23K 
46: EX-99.4     Miscellaneous Exhibit                               HTML     62K 

As filed with the Securities and Exchange Commission on February 13, 2004

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORMS F-10*, S-4* and F-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Alimentation Couche-Tard Inc.
(Exact name of registrant as specified in its charter)
Quebec, Canada
(State or other jurisdiction of incorporation or organization)
5411
(Primary Standard Industrial Classification Code Number)
Not Applicable
(I.R.S. Employer Identification No.)

1600 St-Martin Boulevard East
Tower B, Suite 200
Laval, Quebec, Canada H7G 4S7
(450) 662-6632
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)

Couche-Tard Financing Corp.
1500 North Priest Drive
Tempe, Arizona 85281
(602) 728-3114
(Name, address, including zip code, and telephone number, including area code of
agent for service)

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

Form F-4

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(f) of the Securities Act.

(2)

Alimentation Couch-Tard Inc. and each subsidiary of Alimentation Couche-Tard Inc. that is listed on the table of Additional Registrants below has guaranteed the notes registered hereby.

(3)

Pursuant to Rule 457(n) of the Securities Act, no separate consideration will be received for the guarantees and, therefore, no additional registration fee is required.

        Each Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until such Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

        All of the additional registrants have their principal executive offices c/o Alimentation Couche-Tard Inc. 1600 St-Martin Boulevard East, Tower B, Suite 200, Laval, Quebec, Canada H7G 4S7, Telephone: (450) 662-6632.

*

This registration statement comprises a filing on Form F-10 with respect to the securities of Alimentation Couche-Tard Inc., a filing on Form S-4 with respect to the securities of the U.S. registrants and a filing on Form F-4 with respect to the securities of the non-U.S. registrants other than Alimentation Couche-Tard Inc.

PART I

INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

The information in this preliminary prospectus is not complete and may be changed. We filed a copy of this preliminary prospectus with the Agence nationale d'encadrement du secteur financier (Quebec) and a registration statement relating to these securities with the Securities and Exchange Commission. We may not sell these securities until a receipt for the prospectus is received from the Agence nationale d'encadrement du secteur financier (Quebec) and the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2004

Registration No. 333-            

PROSPECTUS

         Couche-Tard U.S. L.P.
Couche-Tard Financing Corp.

Offer to exchange our 7¹/2% Senior Notes due 2013,
which have been registered under the Securities Act,
for our outstanding 7¹/2% Senior Notes due 2013
issued in December 2003

Guaranteed on a senior subordinated basis by Alimentation Couche-Tard Inc.

        We are offering to exchange up to US$350,000,000 of our new 7¹/2% Senior Subordinated Notes due 2013 for a like amount of our outstanding 7¹/2% Senior Subordinated Notes due 2013.

Material Terms of Exchange Offer

•

The terms of the notes to be issued in the exchange offer will evidence the same continuing indebtedness as the outstanding notes and will have substantially identical terms as the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.



•

There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.



•

The exchange offer expires at 12:00 midnight, New York City time, on                        , 2004, unless extended.



•

The exchange of notes will not be a taxable event for U.S. federal income tax purposes.



•

The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission ("Commission").



•

We will not receive any proceeds from the exchange offer.

        For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 19 of this prospectus.

        ALIMENTATION COUCHE-TARD INC. IS A FOREIGN ISSUER THAT IS PERMITTED, UNDER A MULTI-JURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE UNITED STATES, TO PREPARE THIS PROSPECTUS IN ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF ITS HOME COUNTRY, CANADA. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED OR INCORPORATED HEREIN HAVE BEEN PREPARED IN ACCORDANCE WITH CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FOREIGN AUDITING AND AUDITOR INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF UNITED STATES COMPANIES.

        PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE ACQUISITION OF THE SECURITIES DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND CANADA. SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT IN, OR CITIZENS OF, THE UNITED STATES MAY NOT BE DESCRIBED FULLY HEREIN.

        THE ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE FEDERAL SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT CERTAIN OF THE REGISTRANTS ARE INCORPORATED OR FORMED UNDER THE LAWS OF CANADA, THAT SOME OR ALL OF OUR OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY, AND THAT ALL OR A SUBSTANTIAL PORTION OF CERTAIN OF THE REGISTRANTS' ASSETS AND SAID PERSONS MAY BE LOCATED OUTSIDE OF THE UNITED STATES.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO SECURITIES REGULATORY AUTHORITY IN CANADA HAS EXPRESSED AN OPINION ABOUT THESE SECURITIES AND IT IS AN OFFENSE TO CLAIM OTHERWISE.

        Prospective investors should be aware that, during the period of the exchange offer, the Canadian registrants or their affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.

The date of this prospectus is                        , 2004.

TABLE OF CONTENTS

        You should rely only on the information contained in this prospectus or in documents to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to make the exchange offer and by a broker-dealer for resales of exchange notes acquired in the exchange offer where it is legal to do so. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus.

        The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The exchange notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada. The notes have been issued pursuant to the exemption from the prospectus requirements of the applicable Canadian provincial and territorial securities laws and may be sold in Canada only pursuant to an exemption therefrom.

        Until 90 days after the expiration date, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions and pursuant to the commitment to deliver a prospectus in connection with resales of exchange notes.

i

MARKET AND INDUSTRY DATA

        Unless otherwise indicated, the market and industry data contained in this prospectus are based upon information from independent industry publications and our management's knowledge of and experience in the markets in which we operate. More extensive market and industry data are available for the convenience store industry in the United States than for the convenience store industry in Canada. As a result, some of the market and industry data included in this prospectus, including information used for comparative purposes with Couche-Tard's Canadian business, relates only to the convenience store industry in the United States. In addition, the majority of the market and industry data included in this prospectus is for the calendar year ended December 31, 2002, whereas Couche-Tard's most recent fiscal year ended April 27, 2003 and certain of the financial and other information relating to Couche-Tard's business in this prospectus is given as of October 12, 2003. Accordingly, there may be important timing differences between the data relating to our business and the market and industry data in this prospectus. While management believes this data to be reasonable, market and industry data are subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market size. In addition, consumption patterns and customer preferences can and do change.

TRADEMARKS

        Couche-Tard®, Mac's®, Mike's Mart®, Becker's®, Wink's®, Bigfoot®, Dairy Mart®, La Maisonnée®, Sunshine Joe Coffee Co.®, Froster®, Circle K®, Circle K Express®, SmokeBreak®, Grocery Express®, Grabbers®, The Frozen Zone®, Circle K Strike Out Meter®, Thirst Buster®, Thirst Buster Nothing's Cooler®, Thirst Freezer®, Thirst Freezer Dangerously Cold®, Freshest Coffee Going!®, Circle K Short Orders®, QuickFlick®, Circlek.com®, "All you want today is at your Circle K"®, "All you want today"® and "Circle K, A Better Way"® are our trademarks. Other trademarks appearing in this prospectus are the property of their respective owners.

ii

FORWARD-LOOKING STATEMENTS

        We make "forward-looking statements" throughout this prospectus. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe", "expect", or "anticipate" will occur, what we "intend", "plan" or "seek" to do or accomplish and other similar statements), you must remember that our expectations may not be correct or that we may not take such actions or accomplish such goals. We do not guarantee that the transactions and events described in this prospectus will happen as described (or that they will happen at all). You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. We will not update these forward-looking statements, even though our situation will change in the future.

        Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, including:

•

difficulties in implementing our business strategy and technology;



•

difficulties that may be encountered in the integration of the operations of Couche-Tard and Circle K;



•

changes in wholesale and retail motor fuel pricing;



•

changes in the regulation or taxation of cigarettes or alcohol;



•

difficulties in retaining key members of our management team;



•

changes in the financial markets affecting our financial structure and our cost of capital and borrowed money;



•

compliance with and changes in environmental regulations;



•

our level of debt;



•

general economic conditions;



•

changes in operating expenses or the need for additional capital expenditures;



•

the effects of acquisitions we might make in the future; and



•

changes in pricing policies by us or our competitors.

iii

EXCHANGE RATE DATA

        The following tables set forth information about exchange rates based upon the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. These rates are set forth as Canadian dollars per US$1.00.

(1)

Calculated by taking the average of the exchange rates on the last day of each month in the applicable period.

        On February 12, 2004, the noon buying rate was $1.3188 per US$1.00. Certain U.S. dollar figures in this prospectus that are given as of October 12, 2003 have been translated to Canadian dollars at the exchange rate of 1.3209, which was the rate in effect as of October 10, 2003, the last business day prior to October 12, 2003. Certain U.S. dollar figures in this prospectus that are given as of December 17, 2003 have been translated to Canadian dollars at the exchange rate of 1.3250 which was the rate in effect as of that date. Certain U.S. dollar figures in this prospectus that are given as of February 1, 2004 have been translated to Canadian dollars at the exchange rate of 1.3265, which was the rate in effect as of January 30, 2004, the last business day prior to February 1, 2004. Certain historical financial information of Circle K in this prospectus for the twelve months ended March 31, 2003 has been translated from U.S. dollars into Canadian dollars at a rate of $1.5492 per US$1.00, which was the average rate during that period.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk", "Risk Factors" and Notes 3 and 15 to the consolidated financial statements of Couche-Tard, included elsewhere in this prospectus, for more information about our management of risks associated with foreign exchange.

EXPLANATION OF CERTAIN FINANCIAL MATERIAL

        Couche-Tard's consolidated financial statements are prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"), which differ in certain material respects from generally accepted accounting principles in the United States ("U.S. GAAP"). Note 28 to Couche-Tard's consolidated financial statements, which are included elsewhere in this prospectus, provides a description of the material differences between Canadian GAAP and U.S. GAAP. Unless indicated otherwise, all financial information pertaining to Couche-Tard and all of our pro forma consolidated financial information included in this prospectus is prepared in accordance with Canadian GAAP. Circle K's financial statements are prepared in accordance with U.S. GAAP. Note 20 to Circle K's combined consolidated financial statements for the year ended December 31, 2002 and the period from September 15, 2001 to December 31, 2001, Note 12 to the consolidated financial statements for the periods ended September 14, 2001 and December 31, 2000 and Note 9 to the combined consolidated financial statements of Circle K for the nine months ended September 30, 2003 and September 30, 2002, which are included elsewhere in this prospectus, provide a description of the material differences between U.S. GAAP and Canadian GAAP. Note 21 to Circle K's combined consolidated financial statements for the year ended December 31, 2002 and the period from

iv

September 15, 2001 to December 31, 2001, Note 13 to Circle K's consolidated financial statements for the period from January 1, 2001 to September 14, 2001 and the year ended December 31, 2000 and Note 10 to the combined consolidated financial statements of Circle K for the nine months ended September 30, 2003 and September 30, 2002, which are included elsewhere in this prospectus, provide certain historical information of Circle K that has been presented on a pro forma basis for transactions that Circle K undertook prior to Couche-Tard's acquisition of Circle K. These transactions reflect the transfer of approximately 370 Circle K locations to ConocoPhillips.

        The unaudited pro forma consolidated financial statements for Couche-Tard and Circle K as a combined company presented elsewhere in this prospectus give effect to the Acquisition (as defined below under "Summary"), the related transactions consummated in connection with the Acquisition, the financings consummated in connection with the Acquisition (together, the "December Transactions") and the related contemplated sale-leaseback transactions described below under "Summary—Recent Developments" (together with the December Transactions, the "Transactions") as if they had occurred on the dates indicated and after giving effect to the pro forma adjustments. The unaudited pro forma consolidated balance sheet data are presented as if the Transactions had been completed on October 12, 2003 and, due to different fiscal period ends, combine the historical balance sheet of Couche-Tard as of October 12, 2003 and the historical balance sheet of Circle K as of September 30, 2003. The unaudited pro forma consolidated statement of earnings data for the year ended April 27, 2003 are presented as if the Transactions had taken place on April 29, 2002 and, due to different fiscal periods, combine the historical results of Couche-Tard for the year ended April 27, 2003 and the historical results of Circle K for the 12-month period ended March 31, 2003. The unaudited pro forma consolidated statement of earnings for the 24-week period ended October 12, 2003 is presented as if the Transactions had taken place on April 29, 2002 and, due to different fiscal periods, combines the historical results of Couche-Tard for the 24-week period ended October 12, 2003 and the historical results of Circle K for the 6-month period ended September 30, 2003.

        Couche-Tard's consolidated financial statements and the unaudited pro forma consolidated financial statements are presented in Canadian dollars, while Circle K's historical consolidated financial statements are presented in U.S. dollars.

v

SUMMARY

        The following summary contains basic information about this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document. As used in this prospectus, unless the context indicates otherwise: (i) "we", "our" and "us" refer collectively to Alimentation Couche-Tard Inc. and its subsidiaries, including the issuers of the notes, after giving effect to the acquisition of Circle K (the "Acquisition"), and after giving effect to the disposition by Circle K of certain stores retained by ConocoPhillips Company ("ConocoPhillips") (and in respect of such combined group of companies, all operating information unless otherwise indicated is presented on a pro forma basis giving effect to the Acquisition (excluding the stores retained by Conocco Phillips) and all financial information unless otherwise indicated is presented on a pro forma basis giving effect to the Transactions), (ii) "Couche-Tard" refers to Alimentation Couche-Tard Inc. and its subsidiaries, but excludes Circle K and its subsidiaries, (iii) "Circle K" refers to The Circle K Corporation and its subsidiaries after giving effect to the disposition by Circle K of certain stores retained by ConocoPhillips and after giving effect to the licensing of 244 franchise stores by ConocoPhillips from Circle K that are operated by ConocoPhillips pursuant to the terms of license agreements, (iv) "issuers" refer collectively to Couche-Tard U.S. L.P., a Delaware limited partnership, and Couche-Tard Financing Corp., a Delaware corporation, the issuers of the notes, and (v) our store count and related information is given as of October 12, 2003.

        Couche-Tard's most recent fiscal year ended April 27, 2003 and its most recent interim period included in this prospectus is the 24-week period ended October 12, 2003. Circle K's most recent fiscal year prior to the closing of the Acquisition ended December 31, 2002, and its most recent interim period prior to the closing of the Acquisition was the nine-month period ended September 30, 2003. Unless the context otherwise requires, references in this prospectus to "$" or "dollars" are to Canadian dollars and references in this prospectus to "US$" or "US dollars" are to United States dollars.

The Company

Company Overview

        We are the second largest independent convenience store operator in North America with a network of 4,672 stores located throughout 23 U.S. states and seven provinces and territories in Canada. We sell food and beverage items, motor fuel and other products and services targeted to meet our customers' demand for convenience and quality in a clean and welcoming environment. We believe that the Acquisition of Circle K adds a strong, well-recognized store banner, expands our store network and our product brand offering, and significantly increases our geographic diversification. The Acquisition further establishes our presence in the United States, particularly in the southern, southeastern and southwestern regions (the "Sunbelt"). We believe the Sunbelt is attractive for convenience store operations due to its favorable population growth and warm weather, which is conducive to the consumption of many of our products. Furthermore, the Acquisition significantly increases the scale of our operations, which we believe will provide us with several important benefits, including more favorable purchasing terms. For the fiscal year ended April 27, 2003, our pro forma revenues and Adjusted EBITDA were approximately $9.3 billion and $336.7 million, respectively.

        We believe that our business model has differentiated Couche-Tard from its competition through its decentralized management structure, commitment to operational expertise, focus on in-store merchandise, particularly the higher growth and higher margin foodservice category, and continued investment in store modernization and technology. We believe we will improve our overall financial performance by applying the Couche-Tard business model to our Circle K operations.

Couche-Tard

        Couche-Tard is the largest Canadian convenience store operator with a network of 1,803 convenience stores in Canada and has a significant presence in the Midwestern United States with an

1

additional 590 stores. Of the 2,393 Couche-Tard stores, 1,943 are company-operated and 450 are franchise or affiliate stores. In addition, Couche-Tard is the franchisor for 101 Dunkin' Donuts stores in Quebec. Motor fuel is sold at 51% of Couche-Tard's company-operated stores. Couche-Tard's Canadian stores are located in Quebec, Ontario, Alberta, British Columbia, Manitoba, Saskatchewan and the Northwest Territories, and its U.S. stores are located in Ohio, Indiana, Kentucky, Illinois, Michigan, Pennsylvania and Iowa. The Couche-Tard stores are primarily operated under the Couche-Tard and Mac's banners in Canada and the Dairy Mart and Mac's banners in the United States.

        Couche-Tard is focused on its merchandise and service sales which comprised 59% of revenues and 84% of gross profit in fiscal 2003, compared with the 2002 U.S. industry averages of 38% and 66%, respectively. Couche-Tard offers its customers more than 2,500 product stock- keeping units ("SKUs") that include traditional convenience store items such as packaged and frozen beverages, candy and snacks, coffee, dairy items, beer/wine and tobacco products, as well as products not traditionally offered by convenience stores such as fresh food and foodservice items. In addition, services such as automatic teller machines and lottery ticket sales are offered in many stores.

        Couche-Tard's brand strategy employs proprietary brands for brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items, in addition to national brands. Couche-Tard also uses a "quick service restaurant" ("QSR") strategy and has 181 in-store restaurants throughout its network of stores that includes brands such as Subway, Dunkin' Donuts, M&M Meats, Taco Bell, Mr. Hero and Quiznos. Couche-Tard sells motor fuel under a variety of national brands, including Esso, Petro-Canada, Shell, Irving, Ultramar and BP Amoco, as well as under its private labels, including Couche-Tard, Mac's and Bigfoot.

        Couche-Tard's stores, which are located in high-traffic areas, include freestanding stores and stores located in strip shopping centers. Couche-Tard's stores are designed to appeal to customers in their local markets, rather than conforming to a single standard format. The majority of the stores are open seven days a week, 24 hours a day, with peak customer traffic in the early morning and late afternoon. A typical Couche-Tard store is between 2,000 and 2,500 square feet while newly-developed stores are generally approximately 3,000 square feet to accommodate in-store seating and, in certain cases, QSRs. We believe that Couche-Tard's store network is among the highest quality and most modern in the industry. Since 1998, Couche-Tard has modernized and reconfigured approximately 48% of its company-operated stores using its Store 2000 Concept. This merchandising approach uses innovative store designs and differentiated product offerings tailored to meet local market needs and features inviting decor, in-store seating areas, QSRs in certain locations, and expanded offerings of higher-margin products such as prepared foods. In addition, as part of its commitment to operational excellence, Couche-Tard has installed point-of-sale ("POS") systems, including scanning, in 100% of its company-operated stores.

        Alain Bouchard, the Chairman, President and Chief Executive Officer of Alimentation Couche-Tard Inc., started the chain with one store in 1980. Today, Alimentation Couche-Tard Inc.'s shares trade on the Toronto Stock Exchange and, as of February 12, 2004, it had a total market capitalization of approximately $2.5 billion. From fiscal 1999 to fiscal 2003, Couche-Tard's revenues and EBITDA grew at compound annual growth rates of 51% and 47%, respectively. In fiscal 2003, Couche-Tard generated revenues of $3.4 billion and EBITDA of $158.1 million. Couche-Tard is headquartered in Laval, Quebec and has approximately 12,500 employees in its company-operated stores, distribution center and administrative offices.

Circle K

        Circle K is a leading convenience store chain in the Sunbelt with a network of 2,279 stores, of which 1,663 are company-operated and 616 are franchise or affiliate stores. Motor fuel is sold at 1,438 or 86% of Circle K's company-operated stores. Circle K's company-operated stores are located in 16

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states, including Arizona, Florida, California, Louisiana and Texas. All of Circle K's stores are operated under the Circle K banner, which is well-known throughout the Sunbelt.

        Circle K stores offer customers more than 3,000 traditional convenience store product SKUs, with a particular emphasis on packaged beverages, coffee, candy and snacks, beer and tobacco products. In fiscal 2002, in-store merchandise and other non-motor fuel sales comprised 54% of Circle K's revenues and 81% of its gross profit. Circle K's motor fuel is primarily sold under the 76, Circle K and Phillips66 brands.

        Circle K's stores are typically located in freestanding buildings on corner sites, which are easily accessible from busy streets and intersections. The stores' simple and consistent design makes them easily recognizable. All locations have adjacent parking facilities on one or more sides. Over 90% of the stores are open seven days a week, 24 hours a day, with peak customer traffic in the early morning and late afternoon. The size of a typical Circle K store is between 2,000 and 2,500 square feet.

        Circle K began operations in 1951 with the purchase of three Kay's Food Stores in Texas. Circle K was a subsidiary of ConocoPhillips or its predecessors from 1996 through December 2003 when it was acquired by Couche-Tard. In fiscal 2002, Circle K generated revenues of approximately $5.7 billion and Adjusted EBITDA of $197.9 million (after giving effect to the transfer of certain stores to ConocoPhillips). Circle K is headquartered in Tempe, Arizona and has more than 14,500 employees.

Business Strengths

        Leading Market Position.    We have a network of more than 4,600 convenience stores which makes us the second largest independent operator and the fourth largest overall operator of convenience stores in North America, including independent chains and chains operated by integrated oil companies. We believe our well-recognized banners, including Couche-Tard, Circle K, Mac's and Dairy Mart, have an established reputation for convenience and excellence in product selection and value that helps to differentiate our stores from those of our competitors. We believe that the geographic diversity of our network throughout the United States and Canada reduces our exposure to adverse local and/or regional market conditions, including fluctuations in motor fuel prices. With more than $9 billion in pro forma revenues in fiscal 2003 and over 20 years of convenience store operations, we believe our size and experience have enabled us to develop operating efficiencies that provide us with a competitive advantage, particularly with respect to merchandising and purchasing.

        Well-Located and Modernized Store Base.    We believe that we have high-quality stores in strategic locations. We believe that focusing on developing networks of stores in the geographic areas in which we operate enables us to study those markets and refine our location strategy. We selectively choose our store sites to maximize our store traffic and visibility and we effectively manage the closure of under-performing stores. We believe that the Circle K stores are well-situated on attractive real estate in their local markets. Due to current land prices and the unavailability of suitable properties in our primary markets, we believe it would be difficult for our competitors and new entrants to replicate our store base.

        We have made substantial investments in our Couche-Tard stores through our Store 2000 Concept. Couche-Tard has implemented the Store 2000 Concept in 940 of its company-operated stores, which represent approximately 48% of such stores. Circle K has also made significant investments in modernizing its store base in the last three fiscal years by investing more than US$100 million in store fixtures, maintenance and other capital improvements. We have also invested approximately $25.4 million in information systems for Couche-Tard's store network in the last three fiscal years. Currently, all of Couche-Tard's company-operated stores use scanning technology, which is significantly higher than the industry average of approximately 76% of convenience stores.

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        Differentiated Business Model.    We believe that our business model has positively differentiated Couche-Tard from its competitors. The principal elements of this business model are as follows:

Decentralized Management Structure.    We believe that our culture is entrepreneurial and that Couche-Tard's management structure is one of our most important business strengths. Couche-Tard manages its operations and workforce in a decentralized manner in order to expedite decision making, to address local demand for specific products and services, and to minimize corporate overhead costs. Each store is operated as a distinct business unit and store managers are responsible for meeting financial and operational targets. We support our store managers with a strong, experienced management team and capital resources, which we believe provide our managers with a significant competitive advantage compared to smaller operators. In addition, we implement a rigorous performance measurement or "benchmarking" process to ensure that best practices are deployed across our network and to allow us to provide timely and effective feedback to our managers at all levels. We intend to manage the Circle K stores on the same decentralized basis.

Commitment to Operational Expertise.    We have developed substantial operational expertise that enables us to efficiently match our product assortment with our customers' preferences. We employ this expertise throughout our product delivery chain, from the selection of store locations to the development of store designs, the supply and distribution of products, the merchandising and marketing, and ultimately to the sale of products to our customers. This delivery chain is supported by our experienced and well-trained store and management personnel who are focused on optimizing store performance and maximizing our customers' satisfaction. In addition, each stage of our operations is supported by the use of technology that enables us to perform an in-depth analysis of our inventory purchases and sales. We use this information to continue to refine our purchasing operations and to work with our suppliers to tailor our merchandising and customize our shelf space to increase sales volume. As a result, we believe we are able to secure more favorable purchasing terms from our suppliers. We intend to apply this operational expertise to the Circle K store network with the objective of enhancing its financial performance.

Focus on In-store Merchandise.    We have been able to focus on growing and developing our in-store merchandise sales, which generate higher margins than motor fuel sales because, unlike many of our competitors, we are not owned by a major oil company. In particular, Couche-Tard has focused on growing its higher margin foodservice business, including its QSRs, to further improve profit margins and differentiate its stores from those of its competitors. Accordingly, in fiscal 2003, gross profit from motor fuel sales represented only 16% of Couche-Tard's gross profit, compared to the overall U.S. industry average of 34% in 2002.

        Experienced and Incentivized Management Team with a Proven Track Record.    Our senior executive management team has worked together for more than 20 years and has developed extensive expertise in operating convenience stores. As of January 30, 2004, our senior executive management team collectively owned approximately 20% of Alimentation Couche-Tard Inc.'s stock, having a market value on January 30, 2004 of approximately $490.6 million, and controlled approximately 54% of the voting rights of all outstanding shares. Furthermore, our nine operational vice-presidents have an average of approximately 18 years of industry experience. Many of our management personnel at all levels have progressed into management positions after working with us for many years at different levels of the organization, while others have joined us in connection with acquisitions and have brought us additional expertise. Since 1997, Couche-Tard has completed four significant acquisitions, adding an additional 1,851 stores to its network. Two of these acquisitions doubled the size of Couche-Tard's then-existing store network and management's ability to integrate stores into our existing network has been an important factor in our success. In addition, during that seven-year period, our management transitioned Couche-Tard from a local Quebec company to a leading convenience store operator in Canada and the United States. We intend to retain a majority of Circle K's operational management team.

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Business Strategy

        We plan to continue growing our business and improving our financial performance by implementing our business strategy, the key elements of which include:

        Drive Internal Sales Growth and Profitability.    We use our branding strategy, innovative store concepts and foodservice offerings to enhance customer loyalty and return shopping, and to grow same-store sales by promoting the consumption of high-margin products and tailoring our product and service offerings to meet local tastes.

In-Store Branding.    We use in-store branding strategies, including proprietary and national brands, to differentiate our fresh food offerings from other convenience stores, build customer loyalty and promote return shopping. At the core of this offering is a quality assortment of freshly brewed coffee, frozen/iced beverages, fresh sandwiches and other fresh food items that are marketed under our proprietary brands. Our La Maisonnee and Handful branded fresh sandwiches and breakfast selections, and Sunshine Joe Coffee Co., Sloche, Froster, Thirst Buster and The Frozen Zone brands of beverages are examples of successful proprietary branded items that we have added to our growing selection of fresh products. In addition, we continue to build on existing partnerships with recognized coffee franchises and national brand names such as Van Houtte, Millstone and Seattle's Best.

Store 2000 Concept.    We plan to continue to use Couche-Tard's successful Store 2000 Concept to grow same-store sales and drive purchases of higher margin products and services. We believe that the implementation of the Store 2000 Concept has favorably impacted the revenues and profit margins of reconfigured stores. We intend to introduce our Store 2000 Concept to the Circle K stores over the next few years. For fiscal 2004, we intend to reconfigure 240 Couche-Tard stores to our Store 2000 Concept.

Quick Service Restaurants.    Since 1998, Couche-Tard has implemented QSRs as a key element of its Store 2000 Concept in 176 of its stores, including the addition of 67 new QSRs in fiscal 2003. These QSRs are designed to increase customer traffic and profit margins by attracting customers through recognized brands and encouraging them to spend more time in the store. Couche-Tard operates these QSRs within the Couche-Tard stores as a franchisee and is responsible for their daily operations. We intend to continue to implement this strategy in our Couche-Tard stores and selectively introduce it to our Circle K stores.

        Invest in Store Modernization and Information Systems.    We intend to continue investing in the modernization of our store base and the enhancement of our technology and information systems at all levels throughout our store network and in our distribution center. We analyze our investment opportunities based on their potential growth, profitability and rate of return on capital. We believe that our access to both internal and external sources of capital allows us to make investments that provide us with a competitive advantage in a highly-fragmented industry.

        We have made significant investments in technology because we believe that the information generated from such systems is critical to the operation of our business. By analyzing the data generated by our POS systems, we are better able to adjust our product and service mix to meet local demands, eliminate slow-moving inventory items, and optimize our purchasing activities. Over the next 24 months, we expect to complete the installation of POS systems, including scanning, in the Circle K company-operated stores that do not currently have such technology and to utilize the information gathered throughout the Circle K network to enhance store performance.

        Leverage Supplier Relationships.    We seek to develop and maintain strong relationships with our merchandise and motor fuel suppliers. As the largest convenience store operator in Canada and fourth largest overall convenience store operator in North America, we represent an attractive distribution channel to suppliers due to our scale, broad geographic presence and our proven ability to grow

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merchandise and motor fuel sales. We use the inventory information from our POS systems to work with our suppliers to provide mutually agreeable merchandising and exclusivity arrangements, which we believe allows us to secure more favorable purchasing terms. Moreover, we believe the consolidation of Couche-Tard and Circle K will lead to additional volume purchasing benefits.

        Selectively Expand our Store Network.    We plan to continue to expand our store network through new store development and selective acquisitions. In particular, we intend to focus our resources on identifying "fill-in" opportunities comprised of individual stores or small chains within our existing markets that will complement our current operations. These "fill-in" acquisitions allow us to focus our management efforts on the regions in which we operate and to realize regional economies of scale. When we make an acquisition, we apply our business model to the acquired stores and typically integrate such stores into our operational and information systems.

The December Transactions

        On December 17, 2003, Couche-Tard acquired Circle K from ConocoPhillips for a net cash purchase price of US$803.9 million, which purchase price remains subject to reduction by the amount of long-term debt and capital lease obligations of Circle K on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million, and subject to a working capital adjustment. The Acquisition was financed through the proceeds from the issuance of the notes, borrowings under our senior credit facility and the proceeds from the issuance of Class B subordinate voting shares of Alimentation Couche-Tard Inc.

The Acquisition

        In connection with the Acquisition:

•

Couche-Tard acquired all the outstanding capital stock of Circle K;



•

ConocoPhillips retained 370 locations and entered into franchise agreements with us for the use of the name "Circle K" in connection with 244 convenience stores that ConocoPhillips operates under the Circle K banner;



•

we entered into a five-year motor fuel supply agreement with ConocoPhillips;



•

we entered into several other related agreements with ConocoPhillips, including several trademark licensing agreements and a reseller agreement;



•

we entered into an environmental liabilities agreement with ConocoPhillips; and



•

we agreed to undertake certain capital improvements at the Circle K stores in connection with the proposed settlement of litigation brought against Circle K under the Americans with Disabilities Act.

Recent Developments

Acquisition of Stores from Clark Retail Entreprises, Inc. and Related Sale-Leaseback Transaction

        On September 4, 2003, Couche-Tard acquired certain assets of Clark Retail Enterprises, Inc. for total cash consideration of $45.0 million. In this transaction, Couche-Tard acquired 43 convenience stores, 33 of which are located in Illinois, with the remainder in Indiana, Iowa, Michigan and Ohio. All of the stores sell motor fuel. Couche-Tard acquired the buildings and land at 31 of these sites, with the remaining 12 being leased. On October 30, 2003, Couche-Tard completed a sale-leaseback transaction with respect to 19 of the Clark stores and received proceeds of approximately US$15 million. These transactions are not included as pro forma adjustments.

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Contemplated Sale-Leaseback of Circle K Stores

        We have entered into commitment letters with certain financial institutions regarding the possible sale of real property and certain structures relating to certain Circle K Stores and the leasing of those stores back to us in one or more sale-leaseback transactions. We expect to receive proceeds of up to US$250 million (excluding transaction fees) in connection with such transactions. The contemplated sale-leaseback transactions would be subject to customary terms and conditions, including the satisfactory completion of a due diligence investigation, the execution and delivery of satisfactory definitive documentation relating to the transactions and confirmation that the leases under the sale-leaseback transactions will be afforded operating lease treatment. If we consummate the sale-leaseback transactions described above, we intend that the sale-leaseback transactions will be afforded operating lease treatment under both Canadian GAAP and U.S. GAAP and to use the proceeds from the transactions to repay borrowings under our senior credit facility. If consummated, these sale-leaseback transactions would take place early in the 2004 calendar year. No assurance can be given that we will consummate these sale-leaseback transactions or, if they are consummated, as to the terms upon which such sale-leaseback transactions will be consummated. These transactions are included as pro forma adjustments in the pro forma financial statements included herein. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Unaudited Pro Forma Consolidated Financial Statements".

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Corporate Organization

        The following chart illustrates the corporate organization of Alimentation Couche-Tard Inc. and its principal subsidiaries, including the issuers, after giving effect to the Transactions. All of the Couche-Tard subsidiaries are 100% owned and substantially all of the Circle K subsidiaries are 100% owned.

        Alimentation Couche-Tard Inc. and each of its subsidiaries that is a guarantor or borrower under the senior credit facility is a guarantor under the notes. All of our material subsidiaries are also guarantors or borrowers under the senior credit facility.

        Couche-Tard U.S. L.P. and Couche-Tard Financing Corp. are the issuers of the notes. Couche-Tard U.S. L.P. is a Delaware limited partnership formed in 2001. Couche-Tard U.S. L.P. holds the majority of Alimentation Couche-Tard Inc.'s U.S. assets, including the shares of The Circle K Corporation. The general partner of Couche-Tard U.S. L.P. is 3055854 Nova Scotia Company, an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. Couche-Tard Financing Corp. is a Delaware corporation that was formed in 2003 in connection with the offering of the notes and has no assets or operations, except in connection with the issuance of the notes. Alimentation Couche-Tard Inc. is a Quebec company and its shares trade on the Toronto Stock Exchange. See "Business—Couche-Tard—History".

        Our headquarters are located at 1600 St-Martin Boulevard East, Tower B, Suite 200, Laval, Quebec H7G 4S7, Telephone: (450) 662-6632. Our website is http://www.couche-tard.com. The information found on our website does not form part of this prospectus.

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Summary of the Exchange Offer

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10

11

12

The Notes

13

14

        For more complete information about the notes, see "Description of the Notes".

Risk Factors

        Before participating in the exchange offer, you should consider carefully the information included in "Risk Factors", as well as the other information contained in this prospectus.

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Summary Historical and Pro Forma Financial and Other Data
(dollars in thousands)

        The following tables set forth summary historical financial data for Couche-Tard and our pro forma consolidated financial and other data. The summary historical financial data and the pro forma consolidated financial and other data in this table should be read in conjunction with, and are qualified in their entirety by, Couche-Tard's audited and unaudited consolidated financial statements and the notes thereto, "Unaudited Pro Forma Consolidated Financial Statements", "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and "Selected Historical Financial and Other Data" included elsewhere in this prospectus.

        In the following table, the Transactions are reflected in the unaudited pro forma consolidated balance sheet data as if they occurred on October 12, 2003 and in the unaudited pro forma consolidated statement of earnings data for the year ended April 27, 2003 as if they had occurred on April 29, 2002.

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(1)

Relates to an impairment of trade name and property and equipment charge taken by Circle K in the amount of $105,084 in the fourth quarter of 2002 and the write-down of deferred financing fees related to Couche-Tard's refinanced credit facilities in connection with the December Transactions and related to credit facilities reimbursed through the contemplated sale-leaseback transactions.

(2)

Financial expenses are interest expense and amortization of deferred financing fees net of interest income.

(3)

EBITDA is defined as net earnings plus financial expenses, income taxes, depreciation and amortization of fixed and other assets. In this prospectus, Adjusted EBITDA is defined as EBITDA, further adjusted to exclude impairment of trade name and property and equipment and other write-downs. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain non-cash and/or non-recurring items that Couche-Tard does not expect to incur at the same level in the future. We believe EBITDA is frequently used by securities analyst, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA may be relevant or useful to investors as we understand that securities analysts and other use measures like Adjusted EBITDA to value securities like the notes, and therefore investors may want to consider Adjusted EBITDA because it is likely that the notes are being valued in part based on that measure. We use Adjusted EBITDA primarily as a measure of liquidity and to calculate compliance with the terms and covenants contained in the indenture governing the notes, including formulas based on EBITDA. EBITDA and Adjusted EBITDA, which do not represent operating income or net cash provided by operating activities as those items are defined by GAAP, should not be considered by prospective purchasers of the notes to be an alternative to operating income or cash flow from operations or indicative of whether cash flows will be sufficient to fund our future cash requirements. In addition, the EBITDA and Adjusted EBITDA measures presented herein may differ from and may not be comparable to similarly titled measures used by other companies.

The following chart reconciles net earnings to EBITDA and EBITDA to Adjusted EBITDA under Canadian GAAP:

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The following chart reconciles net earnings to EBITDA and EBITDA to Adjusted EBITDA under U.S. GAAP:

(4)

For a description of the material differences between Canadian GAAP and U.S. GAAP, see Note 5 to the Unaudited Pro Forma Consolidated Financial Statements and Note 28 to Couche-Tard's audited and unaudited consolidated financial statements.

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RISK FACTORS

        You should carefully consider the risks described below, together with the other information in this prospectus, before deciding to surrender your outstanding notes in exchange for exchange notes pursuant to the exchange offer. These risks apply to the outstanding notes and the exchange notes, and in this section "notes" refers to both the outstanding notes and the exchange notes unless the context otherwise requires. There are a number of factors, including those discussed below, which may adversely affect the issuers' ability to make payments on the notes. Any of the following risks could materially affect our business, financial condition or results of operation. Additional risks that we do not know about or that we currently deem immaterial may also impair our business or adversely affect our ability to make payments on the notes.

Risks Relating to the Exchange Offer

        Because there is no public market for the notes, you may not be able to resell your notes.

        The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market and will be subject to risks relating to:

•

the liquidity of any trading market that may develop;



•

the ability of holders to sell their exchange notes; or



•

the price at which the holders would be able to sell their exchange notes.

        If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

        Although the initial purchasers of the outstanding notes have informed us that they intend to make a market in the notes, they are not obligated to do so, and they may discontinue market-making activity with respect to the notes at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. An active trading market may not exist for the notes and any trading market that does develop may not be liquid.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer, and may be subject to a limited trading market and a significant diminution in value.

        If you do not exchange your outstanding notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. In general, you may only offer or sell the outstanding notes if such offers and sales are registered under the Securities Act and applicable state securities laws, or exempt. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding notes would be adversely affected and there could be a significant diminution in the value of the outstanding notes as compared to the value of the exchange notes.

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        If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes you could be deemed an underwriter under the Securities Act and be required to deliver a prospectus when you resell the exchange notes.

        If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are deemed to be an underwriter and do not comply with these prospectus delivery requirements, you may be subject to civil penalties.

Risks Relating to the Notes

        Our level of debt could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of debt. The table below sets forth our total debt, total capitalization and ratio of total debt to total capitalization as of February 1, 2004 (in millions). Where applicable, U.S. dollar amounts have been translated to Canadian dollar amounts as of February 1, 2004.

(1)

Retained earnings and cumulative translation adjustments are as of October 12, 2003.

        Our significant amount of debt could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the notes or our other debt;



•

increase our vulnerability to competitive pressures and to general adverse economic or industry conditions, including interest rates;



•

require us to dedicate a substantial portion of our cash flow from operations to servicing debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;



•

require us to sell assets used in our business;



•

limit our flexibility in implementing our existing or new business strategy or planning for, or reacting to, changes in our business, the industry or general economic conditions; and



•

limit our ability to obtain additional sources of financing for working capital, capital expenditures, acquisitions, or general corporate purposes.

        As of February 1, 2004, approximately $675.7 million of our debt is subject to floating rates. Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and reducing funds available for operations or other purposes. Our financial expenses for the year ended April 27, 2003, on a pro forma basis, were $56.5 million, including $4.8 million for the

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amortization of deferred financing fees. Based on the amount of variable rate debt outstanding during fiscal 2003, on a pro forma basis, a one percentage point increase in variable interest rates would have increased our pro forma financial expenses by $3.6 million to $60.1 million. Accordingly, we may experience economic losses and a negative impact on earnings as a result of interest rate fluctuations. Although we may use interest rate protection agreements from time to time to reduce our exposure to interest rate fluctuations in some cases, we may not elect or have the ability to implement hedges or, if we do implement them, they may not achieve the desired effect. See "Capitalization" and "Description of Other Indebtedness".

        To service our debt, we will require a significant amount of cash, the availability of which depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs. If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional equity capital or restructure or refinance all or a portion of our debt, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our debt, including our senior credit facility and the notes, on satisfactory terms or at all.

        Your right to receive payments on the notes is junior to the issuers' senior debt and possibly all of the issuers' future borrowings. Further, the guarantees of the notes are junior to all of the guarantors' senior debt and possibly all of their future borrowings.

        The notes and the guarantees rank behind all of the issuers' and the guarantors' senior debt and all of their respective future borrowings, except any future debt that expressly provides that it ranks equal with, or is subordinated in right of payment to, the notes and the guarantees, as applicable. As a result, upon any distribution to creditors of the issuers or the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to the issuers or the guarantors or their property, the holders of senior debt of the issuers or the guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the notes or the guarantees.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to the issuers or the guarantors, holders of the notes will participate with trade creditors and all other holders of subordinated debt of the issuers or the guarantors in the assets remaining after the issuers and the guarantors have paid all of their senior debt. However, because the indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, the issuers and the guarantors may not have sufficient funds to pay all of their creditors and holders of notes may receive less, ratably, than the holders of the issuers' senior debt.

        As of February 1, 2004, the notes and the guarantees were subordinated to $689.1 million of senior debt and approximately $125.0 million would have been available for future borrowing as additional senior debt under our revolving credit facilities.

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        Despite current anticipated debt levels and restrictive covenants, we may incur additional debt in the future.

        Despite our current level of debt, we may be able to incur substantial additional debt. Although the terms of the indenture and our senior credit facility restrict us and our restricted subsidiaries from incurring additional debt, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional debt, the risks that we and they now face as a result of our leverage could intensify.

        If our financial condition, operating results and equity deteriorate, our relations with our creditors, including the holders of the notes, the lenders under our senior credit facility and our suppliers, may be adversely affected.

        Our operations are substantially restricted by the terms of our senior credit facility and the notes, which could adversely affect us and increase your credit risk.

        The indenture governing the notes and our senior credit facility include a number of significant restrictive covenants. These covenants restrict, among other things, our ability to:

•

incur more debt;



•

pay dividends or make other distributions;



•

make investments;



•

issue stock of subsidiaries;



•

repurchase stock;



•

create liens;



•

enter into transactions with affiliates;



•

enter into sale-leaseback transactions;



•

merge or consolidate; and



•

transfer and sell assets.

        These covenants could limit our ability to plan for or react to market conditions or to meet our capital needs. These covenants are subject to certain important exceptions.

        Our senior credit facility contains other and more restrictive covenants, including financial covenants that will require us to achieve certain financial and operating results and maintain compliance with specified financial ratios, which are described in "Description of Other Indebtedness". Our ability to comply with these covenants and requirements may be affected by events beyond our control and we may have to curtail some of our operations and growth plans to maintain compliance.

        If we are not able to comply with the covenants and other requirements contained in the indenture, our senior credit facility or our other debt instruments, an event of default under the relevant debt instrument could occur. Our ability to comply with the provisions of our senior credit facility, the indenture governing the notes and the agreements or indentures governing other debt we may incur in the future can be affected by events beyond our control and, therefore, we may be unable to meet those ratios and conditions. If an event of default does occur, it could trigger a default under our other debt instruments, we could be prohibited from accessing additional borrowings and the holders of the defaulted debt could declare amounts outstanding with respect to that debt to be immediately due and payable. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or

22

restructure the payments of those debt securities. Even if we were able to secure additional financing, it may not be available on favorable terms.

        Applicable statutes may allow courts, under specific circumstances, to void the guarantees of the notes.

        Alimentation Couche-Tard Inc.'s creditors or the creditors of one or more of the other guarantors could challenge the guarantees as fraudulent transfers, conveyances or preferences or on other grounds under applicable U.S. federal or state law or applicable Canadian federal or provincial law. The entering into of the guarantees could be found to be a fraudulent transfer, conveyance or preference and declared void if a court were to determine that the guarantor:

•

delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors or the guarantor did not receive fair consideration for the delivery of the guarantee; or



•

the relevant guarantor did not receive fair consideration or reasonably equivalent value in exchange for the guarantee and



•

was insolvent at the time it delivered the guarantee or was rendered insolvent by the giving of the guarantee; or



•

was engaged in a business or transaction for which such guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed it could incur, debts beyond its ability to pay such debts as they come due.

        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or



•

it could not pay its debts as they became due.

        By its terms, the guarantee of each guarantor (other than of Alimentation Couche-Tard Inc.) will limit the liability of each such guarantor to the maximum amount it can pay without the guarantee being deemed a fraudulent transfer. On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes and the December Transactions, was not insolvent, did not have unreasonably small capital for the business in which it is engaged and did not incur debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions with regard to these issues.

        To the extent a court voids a guarantee as a fraudulent transfer, preference or conveyance or holds it unenforceable for any other reason, holders of notes would cease to have any direct claim against the guarantor which delivered that guarantee.

23

        We may not be able to repurchase the notes upon a change of control.

        Upon the occurrence of certain specific kinds of change of control events, the issuers will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make any required repurchases and our senior credit facility will not allow such repurchases. If we do not repay all borrowings under our senior credit facility or obtain a consent of our lenders under our senior credit facility to repurchase the notes, we will be prohibited from purchasing the notes. Our failure to purchase tendered notes would constitute a default under the indenture governing the notes, which, in turn, would constitute a default under our senior credit facility. In addition, certain important corporate events relating to our capital structure would not constitute a "Change of Control" under the indenture. See "Description of the Notes—Change of Control Offer".

        You should not rely on Couche-Tard Financing Corp. in evaluating an investment in the notes.

        Couche-Tard Financing Corp. was formed in connection with the offering of the notes and has no assets and no operations, except in connection with the issuance of the notes. You should therefore not rely upon Couche-Tard Financing Corp. in evaluating whether to invest in the notes.

        Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries.

        Couche-Tard U.S. L.P. is a limited partnership whose only asset is the stock of our U.S. subsidiaries. You should therefore not reply upon Couche-Tard U.S. L.P. in evaluating whether to invest in the notes. Couche-Tard U.S. L.P. will be dependent on dividends from its subsidiaries and capital contributions from its parent companies to make payments on the notes, and such dividends or capital contributions may be restricted by law or contractual obligations.

        The interests of Alimentation Couche-Tard Inc. and its shareholders may conflict with the interests of the holders of the notes.

        The issuers and guarantors are wholly-owned subsidiaries of Alimentation Couche-Tard Inc., the voting power of which is indirectly controlled by its controlling shareholders. For this purpose, our "controlling shareholders" are Developpements Orano Inc. (whose principal shareholders are Alain Bouchard (who is the majority shareholder), Richard Fortin, Réal Plourde and Jacques D'Amours), and Messrs. Bouchard, Fortin, Plourde and D'Amours (taking into account shares held by them individually). Through their indirect ownership in Orano and their respective direct ownership of the voting stock of Alimentation Couche-Tard Inc., Messrs. Bouchard, Fortin, Plourde and D'Amours together control approximately 54% of the voting power over all the outstanding shares of Alimentation Couche-Tard Inc. Circumstances may occur in which the interests of equity holders, including our controlling shareholders, could be in conflict with the interests of the holders of the notes. For example, the controlling shareholders of Alimentation Couche-Tard Inc. may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance the value of their equity investment, even though such transactions might involve risks to the holders of the notes.

        U.S. investors in the notes may have difficulties enforcing civil liabilities.

        Alimentation Couche-Tard Inc. and certain of the guarantors are governed by the laws of Canadian provinces or of Canada. Substantially all of our directors, controlling persons and senior executive officers, as well as the experts named in this prospectus, are residents of Canada or other jurisdictions outside of the United States and a substantial portion of our assets and their assets are located outside

24

of the United States. As a result, it may be difficult for holders of notes to effect service of process upon persons within the United States or to enforce against them in the United States, judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. In addition, we have been advised by our Canadian counsel that there is doubt as to the enforceability in Canada against us, our directors and officers and the experts named in this prospectus who are not residents of the United States, in original actions or in actions for enforcements of judgments of U.S. courts, of liabilities predicated solely upon U.S. federal securities laws.

        Claims of noteholders will be structurally subordinate to claims of creditors of all of our subsidiaries that will not guarantee the notes.

        The notes will not be guaranteed by certain of our subsidiaries. Accordingly, claims of holders of the notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes.

        You may be unable to enforce your rights under certain of the guarantees under applicable bankruptcy law.

        Alimentation Couche-Tard Inc. and certain of the other guarantors are incorporated under the laws of Canadian provinces or of Canada and a portion of our operating assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever located, including property situated in other countries. There can be no assurance, however, that courts outside of the United States would recognize the United States bankruptcy court's jurisdiction. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a Canadian debtor with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable.

        The rights of the indenture trustee to enforce remedies under the indenture could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. For example, both the Canadian Bankruptcy and Insolvency Act and the Canadian Companies' Creditors Arrangement Act contain provisions enabling "an insolvent person" to obtain an order which could prevent its creditors and others from initiating or continuing proceedings against it while it prepares a proposal or plan of arrangement for approval by those creditors who will be affected by the proposal or plan of arrangement. Such a restructuring plan or proposal, if accepted by the requisite majorities of each affected class of the insolvent's creditors and approved by the supervising court, would be binding on the minorities in any such class who vote against the plan or proposal. This restructuring legislation generally permits the insolvent debtor to retain possession and administration of its property, even though it may be in default under the applicable debt instrument during the period that the stay against proceedings remains in force.

        During the stay period, the indenture trustee is likely to be restrained from enforcing remedies under the indenture and payments under the notes are unlikely to be made.

Risks Relating to Our Business

        Increases and volatility in crude oil prices and volatility in wholesale petroleum pricing and supply could affect our revenues and gross profit.

        As a result of our expansion in the United States, our motor fuel sales in fiscal 2003 on a pro forma basis accounted for approximately 46% of total revenues and our motor fuel gross profit

25

accounted for approximately 18% of our total gross profit. Crude oil and domestic wholesale petroleum markets display significant volatility. Since we typically have no more than a four to five-day supply of motor fuel, we are susceptible to interruptions in the supply of motor fuel at our facilities. General political conditions and instability in oil producing regions, particularly in the Middle East and South America, could significantly and adversely affect crude oil supplies and wholesale petroleum costs. Local supply interruptions may also occur. For example, in August of 2003, a cracked pipeline interrupted the supply of motor fuel to the greater Phoenix area. In addition, any new standards that the U.S. Environmental Protection Agency may impose on petroleum refining that would necessitate changes in the refining process could limit the volume of petroleum products available from refiners in the future. Volatility in wholesale petroleum supply and costs could result in significant changes in the retail price of petroleum products and, if we are unable to fully pass on increases to our customers or if we are required to lower our retail motor fuel prices, in lower fuel gross margin per gallon or liter. In addition, changes in the retail price of petroleum products could dampen consumer demand for motor fuel. These factors could materially influence our motor fuel volume, motor fuel gross profit and overall customer traffic, which, in turn, could have a material adverse effect on our operating results and financial condition.

        The convenience store and retail motor fuel industries are highly competitive and affected by new entrants.

        The industries and geographic areas in which we operate are highly competitive and marked by ease of entry and constant change in terms of the number and type of retailers offering the products and services found in our stores. We compete with other convenience store chains, independent convenience stores, gas station operators, large and small food retailers, local pharmacies and pharmaceutical chains, discount stores, club stores and mass merchants, many of which are well-established companies. In recent years, several non-traditional retail segments have entered the motor fuel retail business, including supermarkets, club stores and mass merchants, and this additional competition has had a negative impact on motor fuel profit margins in the convenience store industry. These non-traditional motor fuel retailers have obtained a significant share of the motor fuel market and their market share is expected to grow. In some of our markets, our competitors have been in existence longer and have greater financial, marketing and other resources than we do. As a result, our competitors may be able to respond better to changes in the economy and new opportunities within the industry. We may not be able to compete successfully against current and future competitors, and competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition.

        We are subject to federal, provincial, state and local environmental laws, and the costs of compliance could require substantial capital expenditures.

        Our operations are subject to a variety of environmental laws and regulations, including those relating to emissions to the air, discharges into water, releases of hazardous and toxic substances, and remediation of contaminated sites.

        Under various federal, provincial, state and local laws and regulations, we may, as the owner or operator, be liable for the costs of removal or remediation of contamination at our current locations or our former locations, whether or not we knew of, or were responsible for, the presence of such contamination. In particular, as an owner and operator of motor fueling stations, we face risks relating to petroleum product contamination which other convenience store operators not engaged in such activities would not face. The remediation costs and other costs required to clean up or treat contaminated sites could be substantial. Contamination on and from our current or former locations may subject us to liability to third parties or governmental authorities for injuries to persons, property

26

or natural resources and may adversely affect our ability to sell or rent our properties or to borrow money using such properties as collateral.

        In the United States, persons who dispose of or arrange for the disposal or treatment of hazardous or toxic substances away from locations used in a business may also be liable for the costs of removal or remediation of such substances at the disposal sites although such sites are not owned by such persons. Although we do not typically arrange for the treatment or disposal of large quantities of hazardous or toxic substances from any location, our current and historic operation of many locations and the disposal of contaminated soil and groundwater wastes generated during cleanups of contamination at such locations could expose us to such liability.

        We are subject to extensive environmental laws and regulations regulating underground storage tanks and vapor recovery systems. Compliance with existing and future environmental laws regulating such tanks and systems may require significant expenditures. In the United States, we pay fees to state "leaking underground storage tank" trust funds in states where they exist. These state trust funds are expected to pay or reimburse us for remediation expenses related to contamination associated with underground storage tanks subject to their jurisdiction. Such payments are always subject to a deductible paid by us, specified per incident caps and specified maximum annual payments which vary among the funds. As well, such funds may have eligibility requirements which not all of our sites will meet. To the extent state funds, or other responsible parties do not pay or delay payments for remediation, we will be obligated to make these payments, which could materially adversely affect our financial condition and results of operations. We cannot assure you that these funds or responsible third parties are or will continue to remain viable.

        The nature of our motor fuel operations and those we acquire present risks of soil and groundwater contamination. In the future, we may incur substantial expenditures for remediation of contamination that has not been discovered at existing locations or locations which we may acquire. We believe that a significant number of our current locations may be contaminated and expect to discover that contamination through the normal operation of our business in the future. We regularly monitor our facilities for environmental contamination and take reserves on our financial statements to cover potential environmental remediation and compliance costs as we consider appropriate. However, we cannot assure you that the liabilities for which we have taken reserves are the only environmental liabilities relating to our current and former locations, that material environmental conditions not known to us do not exist, that future laws or regulations will not impose material environmental liability on us or that our actual environmental liabilities will not exceed our reserves. In addition, failure to comply with any environmental regulations or an increase in regulations could materially and adversely affect our operating results and financial condition.

        Future tobacco legislation, campaigns to discourage smoking, increases in tobacco taxes and wholesale cost increases of tobacco products could have a material adverse impact on our revenues and profit.

        Tobacco products represent our largest product category of merchandise and service sales. For Couche-Tard's fiscal year ended April 27, 2003 and Circle K's fiscal year ended December 31, 2002, on a combined basis, sales of tobacco products were approximately 37% of total merchandise and service revenues. Significant increases in wholesale cigarettes costs and tax increase on tobacco products, as well as future legislation and national and local campaigns to discourage smoking in the United States and Canada, may have an adverse effect on the demand for tobacco products, and therefore reduce our revenues and profits. Competitive pressures in our markets can make it difficult to pass price increases on to our customers. These factors could materially and adversely affect our retail price of cigarettes, cigarette unit volume and sales, merchandise gross profit and overall customer traffic. Because we derive a large percentage of our sales from tobacco products, reduced sales of tobacco products or smaller margins on the sales we make could have a material adverse effect on our operating results and financial condition.

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        We may face some challenges integrating Circle K and may not realize anticipated cost savings in a timely fashion or at all.

        The full benefits of a business combination of Couche-Tard and Circle K will require the integration of each company's administrative, finance, sales and marketing organizations, and the implementation of appropriate operations, financial and management systems and controls in order to capture the efficiencies and the cost reductions that are anticipated to result from the Acquisition. This will require substantial attention from our management team. The diversion of management attention, as well as any other difficulties which may be encountered in the transition and integration process, could have an adverse impact on our revenues and operating results. We could experience difficulties in effectively integrating Circle K into our administrative, financial reporting, operational and information systems resulting in delays in our production of our consolidated financial statements. If any such difficulties resulted in our failing to achieve the anticipated cost savings resulting from the Acquisition, or if Circle K were otherwise to be less profitable than we currently anticipate, our financial results, including EBITDA and net income, would be adversely affected. There can be no assurance that we will be able to successfully integrate Couche-Tard's operations and the operations of Circle K. Moreover, in order to obtain the cost savings that integration may provide, we may be required to make capital expenditures. Any savings that we may achieve may not be recognized during the same period in which capital expenditures are made.

        Because we depend on the experience and industry knowledge of our management, we would be adversely affected if members of our management team left us.

        Our senior management team, including Mr. Alain Bouchard, our Chairman, President and Chief Executive Officer, Mr. Richard Fortin, Executive Vice-President and Chief Financial Officer, Mr. Réal Plourde, Executive Vice-President and Chief Operating Officer, Mr. Jacques D'Amours, Vice-President of Administration and the heads of our operating divisions, including our nine operational vice-presidents, who are principally responsible for our operations under our decentralized management structure, are integral parts of our management team and are key elements of our business operations. Our future success depends on our ability to retain this team. If, for any reason, our senior executives and divisional vice-presidents do not continue to be active in management, our business, financial condition or results of operations could be adversely affected. We do not enter into employment agreements with our officers. Although we believe that current management will remain active in the business and that we will continue to be able to attract and retain other talented personnel and replace key personnel should the need arise, competition in recruiting replacement personnel could be significant. If we are not successful in retaining our key personnel or replacing them, our business, financial condition or results of operations could be adversely affected. In particular, although we intend to retain a significant portion of Circle K's operational management personnel, no assurances can be given that we will be successful in retaining such persons.

        The historical financial information for Circle K included in this prospectus includes operations that we are not purchasing and may not be representative of Circle K's results as a subsidiary of Couche-Tard.

        Prior to the closing of the Acquisition, Circle K transfered 370 stores to ConocoPhillips to be retained and operated by it and ConocoPhillips pays us an annual license fee for the right to operate 244 of these stores under the Circle K banner. See "The December Transactions". The historical financial information of Circle K presented herein includes the historical results of the current set of Circle K stores. Supplemental financial information has been presented for the continuing operations (1,663 stores) of Circle K that includes certain adjustments and reallocations to reflect the transfer of the stores to be retained by ConocoPhillips. This separate discussion on the continuing operations of Circle K is for illustrative purposes only and does not purport to represent what the operations and

28

financial results of Circle K would have been if the transfers described above had occurred at an earlier date. This supplemental financial information has not been audited by our or Circle K's auditors.

        In addition, for all historical periods presented, Circle K was a fully-integrated business of ConocoPhillips or its predecessor companies. Circle K's audited financial statements have been derived from the financial statements and accounting records of ConocoPhillips and reflect significant assumptions and allocations. In particular, Circle K's operating and administrative expenses during the historical periods presented were based on internal cost allocation methods determined by ConocoPhillips.

        Accordingly, the historical financial information included in this prospectus of Circle K is not necessarily indicative of the future results of operations, cash flows and financial condition of Circle K's business after the Acquisition.

        Acquisitions have been a substantial part, and are expected to continue to be a part, of our growth strategy, which could expose us to significant business risks.

        Acquisitions have been a significant part of our growth strategy. We expect to continue to selectively seek strategic acquisitions in the future. Our ability to consummate and to integrate effectively any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms for larger acquisitions, if at all. Acquisitions may expose us to additional risks, including:

•

difficulties in integrating administrative, financial reporting, operational and information systems and managing newly-acquired operations and improving their operating efficiency;



•

difficulties in maintaining uniform standards, controls, procedures and policies across all of our businesses;



•

entry into markets in which we have little or no direct prior experience;



•

difficulties in retaining key employees of the acquired operations;



•

disruptions to our ongoing business; and



•

diversion of management time and resources.

        In addition, future acquisitions could result in the incurrence of additional debt, costs, and contingent liabilities. We may also incur costs and divert management attention for potential acquisitions which are never consummated. For acquisitions we do consummate, expected synergies may not materialize. Our failure to effectively address any of these issues could adversely affect our results of operations, financial condition and ability to service debt, including the notes.

        Although we have historically performed a due diligence investigation of the businesses or assets that we acquire, and anticipate continuing to do so for future acquisitions, there may be liabilities of the acquired business or assets that we fail or are unable to uncover during our due diligence investigation and for which we, as a successor owner, may be responsible. When feasible, we seek to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor or other reasons.

29

        We may experience difficulties in executing key aspects of our business strategy or in differentiating ourselves from our competitors.

        The future success of our business is highly dependent upon effectively implementing our business strategy and differentiating ourselves from our competitors. We may experience difficulties in executing key aspects of our business strategy. For example, we may be limited in our ability to implement our Store 2000 Concept in additional stores because of a number of factors, including limited capital expenditure resources and restrictions contained in our senior credit facility. In addition, our in-store branding strategies may be less successful than we anticipate in increasing our profit margins. We may be unable to obtain new QSR franchises, and it is possible that our existing QSR franchises would be cancelled. We may also be less successful than anticipated in achieving volume purchasing benefits. Furthermore, we may experience difficulty in differentiating ourselves from our competitors if our competitors are able to successfully employ business strategies similar to ours or if market conditions or demographics reduce what we believe to be our competitive advantages. While each of these factors applies to our Couche-Tard stores, the risks particularly apply to our Circle K stores because of potential complications in integrating the Circle K stores into our operations and because the Circle K stores are located in markets in which we have not previously operated.

        We are subject to government regulations relating to, among other things, alcohol, tobacco and minimum wage.

        Our business and properties are subject to governmental laws and regulations including, but not limited to, employment laws and regulations, regulations governing the sale of alcohol and tobacco, minimum wage requirements and other laws and regulations.

        In certain areas where our stores are located, provincial, state or local laws limit the stores' hours of operation or their sale of alcoholic beverages, tobacco products, possible inhalants and lottery tickets, in particular to minors. Failure to comply with these laws could adversely affect our revenues and results of operations because these state and local regulatory agencies have the power to revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies.

        Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition and results of operations.

        Any change in the legislation or regulations described above that is adverse to us and our properties could affect our operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our operating results and financial condition.

        We are subject to currency exchange risk.

        We expect that a substantial portion of our sales will be made in the United States. In our consolidated financial statements, we translate our local currency financial results into Canadian dollars based on average exchange rates prevailing during a reporting period or the exchange rate at the end of the period. During times of a strengthening Canadian dollar, at a constant level of business, our reported U.S. revenues and earnings will be reduced because the local currency will translate into fewer Canadian dollars.

        Substantially all of our indebtedness is denominated in U.S. dollars, while a significant portion of our revenue and cashflow is expected to be generated from our Canadian operations. To the extent that the cashflow generated from our U.S. operations is not sufficient to satisfy the ongoing payment

30

obligations under our U.S. dollar denominated debt, we will need to convert Canadian dollars into U.S. dollars in order to make the necessary payments. Accordingly, a strengthening of the U.S. dollar against the Canadian dollar could make it more difficult for us to repay our indebtedness.

        Given the volatility of exchange rates, we may not be able to manage our currency risks effectively which could have a material adverse effect on our financial condition or results of operations.

        Lawsuits relating to tobacco products may affect our ability to pay interest and principal on the notes.

        Both Couche-Tard and Circle K sell cigarettes and other tobacco-related products at all of their convenience stores. In addition, Couche-Tard sells a brand of cigarettes that is manufactured to be sold by it on an exclusive basis, and Circle K has its own private label brand of cigarettes. We are not currently a named party in any health-related tobacco litigation. However, various health-related legal actions, proceedings and claims arising out of the sale, distribution, manufacture, development, advertising and marketing of cigarettes have been brought against vendors of tobacco products and may be instituted against us in the future. Damages in amounts escalating into the hundreds of millions and even billions of dollars have been pleaded in suits brought against vendors of cigarettes. An unfavorable verdict against us in any health-related suit could adversely affect our financial condition and ability to pay interest and principal on the notes. Moreover, we have not established any reserves for the payment of expenses or adverse results related to any potential health-related litigation.

        Changes in regional economic conditions may influence the retail industry, consumer preferences and spending patterns.

        Our revenues may be negatively influenced by changes in regional or local economic variables and consumer confidence. External factors that affect economic variables and consumer confidence and over which we exercise no influence include unemployment rates, levels of personal disposable income and regional or local economic conditions. Changes in economic conditions could adversely affect consumer spending patterns, travel and tourism in certain of our market areas. Some of our stores are located in coastal, resort or tourist destinations and, historically, travel and consumer behavior in such markets is more severely affected by weak economic conditions.

        We may be subject to losses that might not be covered in whole or in part by our insurance coverage.

        We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried in our industry for similar properties. The cost of our insurance policies has increased recently. In addition, some types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or not economically practical. Moreover, insurers recently have become more reluctant to insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in that property, as well as the anticipated future revenues derived from the retailing activities conducted at that property, while remaining obligated for any mortgage debt or other financial obligations related to the property. Any such loss could adversely affect our business, results of operations or financial condition.

        Acts of war and terrorism could impact our business.

        Acts of war and terrorism could impact general economic conditions and the supply and price of crude oil. In addition, these events may cause damage to our retail facilities and disrupt the supply of the products and services we offer in our locations. In times of uncertainty, people also tend to travel less and spend more time at home. All these factors could impact our revenues, operating results and financial condition.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

        The proceeds from the issuance of the outstanding notes, together with borrowings under our senior credit facility and the proceeds from the issuance of Class B subordinate voting shares of Alimentation Couche-Tard Inc. were used to fund the purchase price of the Acquisition, to refinance substantially all of Couche-Tard's existing debt and to pay our related fees and expenses. Any remaining proceeds were or will be used for general working capital purposes. See "The December Transactions". The following table sets forth the sources and uses of funds in connection with the December Transactions (in millions). Where applicable, U.S. dollar amounts have been translated to Canadian dollar amounts as of December 17, 2003:

(1)

Our senior credit facility includes revolving credit facilities, that provide for up to an aggregate of approximately $150.0 million of borrowings. As of February 1, 2004, the revolving credit facilities were undrawn, except for letters of credit of approximately $25 million.

(2)

Represents a net cash purchase price of US$803.9 million. The purchase price remains subject to reduction by the amount of Circle K's long-term debt and capital lease obligations on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million, and to a working capital adjustment.

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CAPITALIZATION

        The table below sets forth our capitalization on February 1, 2004 (in millions). Where applicable U.S. dollar amounts have been translated to Canadian dollar amounts as of February 1, 2004.

(1)

Cash and cash equivalents are as of January 4, 2004.

(2)

Our senior credit facility includes revolving credit facilities that provide for up to an aggregate of approximately $150.0 million of borrowings. As of February 1, 2004, our revolving credit facilities were undrawn, except for letters of credit of approximately $25 million.

(3)

Our other senior debt consists of $3.5 million of capital lease obligations and other secured debt of Couche-Tard and $9.9 million of long-term debt and capital lease obligations of Circle K.

(4)

Retained earnings and cumulative translation adjustments are as of October 12, 2003.

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THE EXCHANGE OFFER

Exchange Terms

        The issuers sold the notes on December 17, 2003, to the initial purchasers pursuant to a purchase agreement. The initial purchasers subsequently sold the outstanding notes to qualified institutional buyers ("QIB"), as defined in Rule 144A under the Securities Act, in reliance on Rule 144A and/or to persons in offshore transactions in reliance on Regulation S under the Securities Act.

        As a condition to the initial sale of the notes, we and the initial purchasers entered into a registration rights agreement. Pursuant to the registration rights agreement, we agreed, for the benefit of the holders of the notes, that we will at our cost:

•

file with the Commission by April 15, 2004, a registration statement under the Securities Act with respect to the exchange notes, and



•

use our reasonable best efforts to cause the registration statement to become effective under the Securities Act on or before July 14, 2004.

        We agreed to issue and exchange the exchange notes for all notes properly surrendered and not withdrawn before the expiration of the exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement which includes this prospectus. The registration statement is intended to satisfy some of our obligations under the registration rights agreement and the purchase agreement.

        Notes in an aggregate principal amount of US$350,000,000 are currently issued and outstanding. The maximum aggregate principal amount of exchange notes that will be issued in exchange for the outstanding notes is US$350,000,000. The terms of the outstanding notes and the exchange notes are the same in all material respects, except that the exchange notes will be freely transferable by the holders except as provided in this prospectus. See "Description of the Notes".

        The outstanding notes and the exchange notes bear interest at a rate of 7¹/2% per year, payable semiannually in arrears on June 15 and December 15, commencing on June 15, 2004. Holders of exchange notes will receive interest from the date of the original issuance of the outstanding notes or from the date of the last payment of interest on the outstanding notes or exchange notes, whichever is later. Holders of exchange notes will not receive any interest on outstanding notes tendered and accepted for exchange. In order to exchange your outstanding notes for transferable exchange notes in the exchange offer, you will be required to make the following representations, which are included in the letter of transmittal:

•

any exchange notes that you receive will be acquired in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and



•

you are not our "affiliate" as defined in Rule 405 of the Securities Act, or a broker-dealer tendering notes acquired directly from us.

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding notes properly tendered in the exchange offer, and the exchange agent will deliver the exchange notes promptly after the expiration date of the exchange offer.

        If you tender your notes, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the notes in connection with the exchange offer. We will pay all charges, expenses and transfer taxes in

34

connection with the exchange offer, other than the taxes described below under "The Exchange Offer—Transfer Taxes".

        WE MAKE NO RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF YOUR OUTSTANDING NOTES INTO THIS EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE THIS RECOMMENDATION. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER INTO THIS EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH YOUR ADVISORS, IF ANY, BASED ON YOUR FINANCIAL POSITION AND REQUIREMENTS.

Expiration Date; Extensions; Termination; Amendments

        The exchange offer expires at 12:00 a.m., New York City time, on                        , 2004 (the "expiration date"), unless we extend the exchange offer, in which case the expiration date will be the latest date and time to which we extend the exchange offer. In order to extend the exchange offer, we will:

•

notify the exchange agent of any extension by oral or written notice; and



•

issue a press release or other public announcement which will include disclosure of the approximate number of outstanding notes deposited; such press release or announcement would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We expressly reserve the right, so long as applicable law allows:

•

to delay our acceptance of notes for exchange;



•

to terminate the exchange offer if any of the conditions set forth under "The Exchange Offer—Conditions of the Exchange Offer";



•

to waive any condition to the exchange offer;



•

to amend any of the terms of the exchange offer; and



•

to extend the expiration date and retain all notes tendered in the exchange offer, subject to your right to withdraw your tendered notes as described under "The Exchange Offer—Withdrawal of Tenders".

        Any waiver or amendment to the exchange offer will apply to all notes tendered, regardless of when or in what order the notes were tendered. If the exchange offer is amended in a manner that we think constitutes a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

        We will promptly follow any delay in acceptance, termination, extension or amendment by oral or written notice of the event to the exchange agent, followed promptly by oral or written notice to the registered holders. Should we choose to delay, extend, amend or terminate the exchange offer, we will have no obligation to publish, advertise or otherwise communicate this announcement, other than by making a timely release to an appropriate news agency.

        In the event we terminate the exchange offer, all notes previously tendered and not accepted for payment will be returned promptly to the tendering holders.

35

        In the event that the exchange offer is withdrawn or otherwise not completed, exchange notes will not be given to holders of notes who have validly tendered their notes.

Resale of Exchange Notes

        Based on interpretations of the staff of the Commission set forth in no action letters issued to third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, if:

•

you are acquiring exchange notes in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;



•

you are not a broker-dealer who purchased notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and



•

you are not our "affiliate" within the meaning of Rule 405 under the Securities Act.

        However, we have not asked the Commission to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the Commission will treat it in the same way it has treated other exchange offers in the past.

        If you tender notes in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes you cannot rely on those interpretations by the staff of the Commission and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction, unless an exemption from registration is otherwise available.

        Only broker-dealers that acquired the notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for notes, where such notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned "Plan of Distribution" for more details regarding the transfer of exchange notes.

Acceptance of Notes for Exchange

        We will accept for exchange outstanding notes validly tendered pursuant to the exchange offer, or defectively tendered, if such defect has been waived by us upon the satisfaction or waiver of the conditions specified below under "The Exchange Offer—Conditions of the Exchange Offer" and the expiration of the exchange offer. We will not accept notes for exchange subsequent to the expiration date of the exchange offer. Tenders of notes will be accepted only in minimum denominations equal to US$1,000 or integral multiples of US$1,000 in excess thereof.

        We expressly reserve the right, in our sole discretion, to:

•

delay acceptance for exchange of notes tendered under the exchange offer, subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders promptly after the termination or withdrawal of a tender offer, or



•

terminate the exchange offer and not accept for exchange any notes not theretofore accepted for exchange, if any of the conditions set forth below under "The Exchange Offer—Conditions of the Exchange Offer" have not been satisfied or waived by us or in order to comply in whole or in part with any applicable law.

36

        In all cases, exchange notes will be issued only after timely receipt by the exchange agent of certificates representing notes, or confirmation of book-entry transfer, a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and any other required documents. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered notes, or defectively tendered notes with respect to which we have waived such defect, if, as and when we give oral, confirmed in writing, or written notice to the exchange agent. Promptly after the expiration date, we will deposit the exchange notes with the exchange agent, who will act as agent for the tendering holders for the purpose of receiving the exchange notes and transmitting them to the holders. The exchange agent will deliver the exchange notes to holders of notes accepted for exchange after the exchange agent receives the exchange notes.

        If, for any reason, we delay acceptance for exchange of validly tendered notes or we are unable to accept for exchange validly tendered notes, then the exchange agent may, nevertheless, on our behalf, retain tendered notes, without prejudice to our rights described under "The Exchange Offer—Expiration Date; Extensions; Termination; Amendments", "The Exchange Offer—Conditions of the Exchange Offer" and "The Exchange Offer—Withdrawal of Tenders", subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer.

        If any tendered notes are not accepted for exchange for any reason, or if certificates are submitted evidencing more notes than those that are tendered, certificates evidencing notes that are not exchanged will be returned, without expense, to the tendering holder, or, in the case of notes tendered by book-entry transfer into the exchange agent's account at a book-entry transfer facility under the procedure set forth under "The Exchange Offer—Procedures for Tendering Notes", such notes will be credited to the account maintained at such book-entry transfer facility from which such notes were delivered, unless otherwise requested by such holder under Special Delivery Instructions in the letter of transmittal, promptly following the exchange date or the termination of the exchange offer.

        Tendering holders of notes exchanged in the exchange offer will not be obligated to pay brokerage commissions or transfer taxes with respect to the exchange of their notes other than as described in "The Exchange Offer—Transfer Taxes" or in the Instructions to the letter of transmittal. We will pay all other charges and expenses in connection with the exchange offer.

Procedures for Tendering Notes

        Any beneficial owner whose notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or held through a book-entry transfer facility and who wishes to tender notes should contact such registered holder promptly and instruct such registered holder to tender notes on such beneficial owner's behalf.

Tender of Notes Held Through DTC

        The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC automated tender offer program. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer notes to the exchange agent in accordance with DTC's automated tender offer program procedures for transfer. DTC will then send an agent's message to the exchange agent.

        The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. In the case of an agent's

37

message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that they have received and agree to be bound by the notice of guaranteed delivery.

Tender of Notes Held in Certificated Form

        For a holder to validly tender notes held in certificated form:

(i)

the exchange agent must receive at its address set forth in this prospectus a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal, and



(ii)

the exchange agent must receive certificates for tendered notes at such address, or such notes must be transferred pursuant to the procedures for book-entry transfer described above. A confirmation of such book-entry transfer must be received by the exchange agent prior to the expiration date of the exchange offer. A holder who desires to tender notes and who cannot comply with the procedures set forth herein for tender on a timely basis or whose notes are not immediately available must comply with the procedures for guaranteed delivery set forth below.

        Letters of transmittal and notes should be sent only to the Exchange Agent, and not to us or to any book-entry transfer facility.

        THE METHOD OF DELIVERY OF NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING NOTES. DELIVERY OF SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, WE SUGGEST THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE OF THE EXCHANGE OFFER TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES WILL BE ACCEPTED.

Signature Guarantee

        Signatures on the letter of transmittal must be guaranteed by an eligible institution unless:

(a)

the letter of transmittal is signed by the registered holder of the notes tendered therewith, or by a participant in one of the book-entry transfer facilities whose name appears on a security position listing it as the owner of those notes, or if any notes for principal amounts not tendered are to be issued directly to the holder, or, if tendered by a participant in one of the book-entry transfer facilities, any notes for principal amounts not tendered or not accepted for exchange are to be credited to the participant's account at the book-entry transfer facility, and neither the Special Issuance Instructions nor the Special Delivery Instructions box on the letter of transmittal has been completed, or



(b)

the notes are tendered for the account of an eligible institution. An eligible institution is a firm that is a participant in the Security Transfer Agents Medallion program or the Stock Exchange Medallion program, which is generally a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States.

38

Book-Entry Transfer

        The exchange agent will seek to establish a new account or utilize an existing account with respect to the notes at DTC promptly after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility system and whose name appears on a security position listing it as the owner of the notes may make book-entry delivery of notes by causing the book-entry transfer facility to transfer such notes into the exchange agent's account. HOWEVER, ALTHOUGH DELIVERY OF NOTES MAY BE EFFECTED THROUGH BOOK-ENTRY TRANSFER INTO THE EXCHANGE AGENT'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY, A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED FACSIMILE THEREOF, MUST BE RECEIVED BY THE EXCHANGE AGENT AT ITS ADDRESS SET FORTH IN THIS PROSPECTUS ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER, OR ELSE THE GUARANTEED DELIVERY PROCEDURES DESCRIBED BELOW MUST BE COMPLIED WITH. The confirmation of a book-entry transfer of notes into the exchange agent's account at a book-entry transfer facility is referred to in this prospectus as a "book-entry confirmation." Delivery of documents to the book-entry transfer facility in accordance with that book-entry transfer facility's procedures does not constitute delivery to the exchange agent.

Guaranteed Delivery

        If you wish to tender your notes and:

(i)

certificates representing your notes are not lost but are not immediately available,



(d)

time will not permit your letter of transmittal, certificates representing your notes and all other required documents to reach the exchange agent on or prior to the expiration date of the exchange offer, or



(e)

the procedures for book-entry transfer cannot be completed on or prior to the expiration date of the exchange offer,

you may nevertheless tender if your tender is made by or through an eligible institution and on or prior to the expiration date of the exchange offer, the exchange agent has received from the eligible institution a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus. The notice of guaranteed delivery must:

(a)

set forth your name and address, the registered number(s) of your notes and the principal amount of notes tendered;



(b)

state that the tender is being made thereby;



(c)

guarantee that, within three New York Stock Exchange trading days after the date of the notice of guaranteed delivery, the letter of transmittal or facsimile thereof properly completed and validly executed, together with certificates representing the notes, or a book-entry confirmation, and any other documents required by the letter of transmittal and the instructions thereto, will be deposited by the eligible institution with the exchange agent; and



(d)

the exchange agent receives the properly completed and validly executed letter of transmittal or facsimile thereof with any required signature guarantees, together with certificates for all notes in proper form for transfer, or a book-entry confirmation, and any other required documents, within three New York Stock Exchange trading days after the date of the notice of guaranteed delivery.

39

Other Matters.

        Exchange notes will be issued in exchange for notes accepted for exchange only after timely receipt by the exchange agent of:

(i)

certificates for (or a timely book-entry confirmation with respect to) your notes,



(ii)

a properly completed and duly executed letter of transmittal or facsimile thereof with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and



(iii)

any other documents required by the letter of transmittal.

        We will determine, in our sole discretion, all questions as to the form of all documents, validity, eligibility, including time of receipt, and acceptance of all tenders of notes. Our determination will be final and binding on all parties. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES WILL NOT BE CONSIDERED VALID. We reserve the absolute right to reject any or all tenders of notes that are not in proper form or the acceptance of which, in our opinion, would be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular notes.

        Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding.

        Any defect or irregularity in connection with tenders of notes must be cured within the time we determine, unless waived by us. We will not consider the tender of notes to have been validly made until all defects and irregularities have been waived by us or cured. Neither we, the exchange agent, or any other person will be under any duty to give notice of any defects or irregularities in tenders of notes, or will incur any liability to holders for failure to give any such notice.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, you may withdraw your tender of notes at any time prior to the expiration date. For a withdrawal to be effective:

(i)

the exchange agent must receive a written notice of withdrawal at the address set forth below under "The Exchange Offer—Exchange Agent", or



(ii)

you must comply with the appropriate procedures of DTC's automated tender offer program system.

        Any notice of withdrawal must:

(a)

specify the name of the person who tendered the notes to be withdrawn, and



(b)

identify the notes to be withdrawn, including the principal amount of the notes.

        If notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn notes and otherwise comply with the procedures of DTC.

        We will determine all questions as to validity, form, eligibility and time of receipt of any withdrawal notices. Our determination will be final and binding on all parties. We will deem any notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

        Any notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder or, in the case of notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, such notes will be credited to an account maintained with DTC for the notes. This return or crediting will

40

take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn notes by following one of the procedures described under "The Exchange Offer—Procedures for Tendering Notes" at any time on or prior to the expiration date.

Conditions of the Exchange Offer

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to issue exchange notes in exchange for any properly tendered outstanding notes not previously accepted and may terminate the exchange offer, by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to the Dow Jones News Service, or, at our option, modify or otherwise amend the exchange offer, if:

•

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:



•

seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer;



•

assessing or seeking any damages as a result thereof; or



•

resulting in a material delay in our ability to accept for exchange or exchange some or all of the outstanding notes pursuant to the exchange offer; or



•

the exchange offer violates any applicable law or any applicable interpretation of the Staff of the Commission.

        These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time-to-time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time-to-time. In addition, we reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.

        Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

        In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any outstanding notes, if at that time, any stop order has been issued, or is threatened with respect to the registration statement of which this prospectus is a part or with respect to the qualification of the indenture under the Trust Indenture Act, as amended.

Transfer Taxes

        We will pay all transfer taxes applicable to the transfer and exchange of notes pursuant to the exchange offer. If, however:

•

delivery of the exchange notes and/or certificates for notes for principal amounts not exchanged, are to be made to any person other than the record holder of the notes tendered;



•

tendered certificates for notes are recorded in the name of any person other than the person signing any letter of transmittal; or



•

a transfer tax is imposed for any reason other than the transfer and exchange of notes to us or our order, the amount of any such transfer taxes, whether imposed on the record holder or any

41

other person, will be payable by the tendering holder prior to the issuance of the exchange notes.

Consequences of Failing to Exchange

        If you do not exchange your notes for exchange notes in the exchange offer, you will remain subject to the restrictions on transfer of the notes:

•

as set forth in the legend printed on the notes as a consequence of the issuance of the notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

otherwise set forth in the memorandum distributed in connection with the private offering of the notes.

        In general, you may not offer or sell the notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the notes under the Securities Act.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expenses of the exchange offer over the term of the exchange notes.

Exchange Agent

        Wells Fargo Bank Minnesota, N.A. has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents to the exchange agent. You should send certificates for notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

        By First Class Mail, Overnight, Registered or Certified Mail, Overnight Courier or By Hand:

42

THE DECEMBER TRANSACTIONS

Overview

        Pursuant to an agreement dated October 3, 2003, as amended, Couche-Tard agreed to acquire The Circle K Corporation from ConocoPhillips for a net cash purchase price of US$803.9 million, which purchase price remains subject to reduction by the amount of long-term debt and capital lease obligations of Circle K on the closing date of the Acquisition, estimated as of September 30, 2003 to be approximately US$7.9 million, and to a working capital adjustment. The Acquisition was financed through the proceeds from the issuance of the notes, borrowings under our senior credit facility and the proceeds from the issuance of Class B subordinate voting shares of Alimentation Couche-Tard Inc. See "Description of Other Indebtedness".

Benefits of the Acquisition

        Through the Acquisition, we believe that we can realize cost savings at Circle K and thereby improve our operating performance by (i) reducing Circle K's operating expenses through the implementation of a decentralized management team and the elimination of certain overlapping administrative costs, (ii) negotiating more favorable supplier arrangements due to our expertise and increased purchasing volume, and (iii) relocating and decentralizing Circle K's information technology systems to reduce costs. We estimate that we can achieve approximately US$50 million in annual cost savings in connection with the Acquisition within 18 to 24 months following the closing of the Acquisition. In addition, we believe we can improve Circle K's store level operations by completing over the next 24 months the installation of POS systems, including scanning, in all of Circle K's company-operated stores that do not currently have such technology and by implementing our Store 2000 Concept in certain Circle K stores. There can be no assurance that such cost savings or operating improvements will be realized or that there will not be delays in achieving such synergies or cost savings.

Principal Documents

Stock Purchase Agreement

        The stock purchase agreement contains customary representations and warranties for acquisition transactions of this type and magnitude. In addition, ConocoPhillips has agreed to indemnify Couche-Tard U.S. L.P., Alimentation Couche-Tard Inc. and their affiliates, including Circle K and its subsidiaries (the "Couche-Tard Indemnified Parties"), for all taxes imposed on Circle K and its subsidiaries arising in or relating to periods ending on or prior to the closing date, for legal proceedings filed against or served on Circle K or its subsidiaries as of the closing date (other than as specified in the ADA Agreement described below), for any breach of any of its covenants under the stock purchase agreement and for any liabilities, including funding liabilities, with respect to any benefit plan maintained by ConocoPhillips for employees of Circle K or its subsidiaries. Under the stock purchase agreement, ConocoPhillips has also agreed to indemnify the Couche-Tard Indemnified Parties from and against all claims, losses, damages and costs, attributable to breaches of any representation or warranty made by ConocoPhillips in the stock purchase agreement that exceed negotiated thresholds, up to a maximum of 20% of the net cash consideration paid pursuant to the stock purchase agreement.

        Prior to the closing of the Acquisition, Circle K transferred 370 of its locations to ConocoPhillips to be retained and operated by it; ConocoPhillips will pay us an annual license fee for the right to operate 244 of these store locations under the Circle K banner. See "—Circle K License Agreements".

        The stock purchase agreement provides that the purchase price was reduced by US$35 million to reflect the estimated future environmental liabilities of Circle K for which Couche-Tard will not be indemnified by ConocoPhillips. See "—Environmental Liabilities Agreement".

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        On December 11, 2003, Couche-Tard and ConocoPhillips amended the stock purchase agreement to, among other things, provide for a reduction in the net cash purchase price in the amount of US$25.1 million, resulting in a decrease in the net cash purchase price from US$829 million to US$803.9 million, subject to reduction for the long-term debt and capital lease obligations of Circle K at closing and the adjustment for working capital mentioned above. This purchase price reduction was principally comprised of an US$18.6 million reduction in respect of certain capital improvements to be undertaken at the Circle K stores by Couche-Tard in connection with ConocoPhillips' proposed settlement of litigation brought under the Americans with Disabilities Act (the "ADA"). See "—ADA Agreement". The remaining purchase price reduction of US$6.5 million reflects a number of changes to certain general terms of agreements with ConocoPhillips, including the Products Supply and Purchase Agreement.

Products Supply and Purchase Agreement

        Under a products supply and purchase agreement between Circle K and ConocoPhillips, ConocoPhillips has agreed to supply gasoline and diesel fuel (including kerosene) at competitive rates to the Circle K stores acquired by Couche-Tard other than most of the stores located in California. During the term of the agreement, Circle K will purchase all of its requirements for motor fuel from ConocoPhillips for all stores that resell Union 76 or Phillips 66 branded motor fuel. For stores that sell motor fuel that is not branded Union 76 or Phillips 66, Circle K will purchase a minimum of 80% or 90% (depending on the location of the stores) of the aggregate yearly requirements of such stores for motor fuel from ConocoPhillips. The agreement provides that in the event of supply shortages or suspension of deliveries by ConocoPhillips, Circle K may enter into temporary arrangements with third parties for the supply of motor fuel.

        The agreement has a term of five years. Circle K may terminate the agreement at any time with respect to the supply of motor fuel from certain designated supply points representing approximately 65% of the Circle K stores that are subject to the agreement. For supply points in respect of which Circle K does not have the option of terminating the agreement before the expiration of the term, Circle K will be liable for liquidated damages if it terminates the agreement or if ConocoPhillips terminates the agreement as a result of a material breach by Circle K. Upon expiration of the agreement, or earlier if the parties agree, ConocoPhillips will transfer to Circle K, for no additional consideration, its allocation rights for shipping on the Kinder Morgan East Line pipeline, subject to the terms of Kinder Morgan's published tariff rules and regulations.

        Couche-Tard has guaranteed Circle K's payment obligations to ConocoPhillips for motor fuel purchases under the products supply and purchase agreement.

Environmental Liabilities Agreement

        Alimentation Couche-Tard Inc. has entered into an environmental liabilities agreement with ConocoPhillips that allocates responsibility between the parties for certain environmental matters related to Circle K. Under the agreement, ConocoPhillips retains responsibility to remediate contamination for approximately 520 properties owned or leased by Circle K as of the closing date of the Acquisition that are identified in the agreement as being actively remediated or monitored or where such action is planned or where there is known or identified contamination. In addition, ConocoPhillips will be responsible for remediation of any contamination identified in documents existing on the closing date of the Acquisition, if such contamination is identified by Couche-Tard to ConocoPhillips within 180 days after the closing date. The environmental liabilities agreement also provides that if Couche-Tard identifies underground storage tank ("UST") systems that were out of compliance in specific ways that indicate that such systems may have been leaking on or prior to the closing date of the Acquisition, ConocoPhillips will be required to remediate any such contamination which is discovered and brought to ConocoPhillips' attention within 180 days after the closing. Any

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contamination for which ConocoPhillips is responsible must be remediated to levels at or below requirements established pursuant to environmental laws in effect as of the closing date. ConocoPhillips' obligation to remediate, however, does not extend to accepting responsibility for third party claims filed or served after the closing date for damages other than those that may be completely compensated through ConocoPhillips' remediation obligation.

        The environmental liabilities agreement provides that ConocoPhillips is obligated to repair or replace any UST system or to pay Couche-Tard the cost thereof with respect to UST systems that are identified by Couche-Tard to ConocoPhillips within 150 days of the closing date as being in need of repair or replacement to comply with environmental law as in effect on the closing date. ConocoPhillips' payment obligations are limited to US$150,000 per UST system.

        In addition, ConocoPhillips has agreed to indemnify Couche-Tard against all environmental liabilities relating to former Circle K facilities and "Superfund" liabilities relating to pre-closing Circle K activities.

ADA Agreement