National Convenience Stores Inc/DE – ‘8-K’ for 8/31/95

As of:  Tuesday, 9/5/95   ·   For:  8/31/95   ·   Accession #:  950129-95-1104   ·   File #:  1-07936

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         National Convenience Stores Incorporated               8     29K 
 2: EX-4.1      Rights Agreement                                      62    238K 
 3: EX-99.1     Press Release Dated 08/31/95                           3     15K 
 4: EX-99.2     Opinion of Merrill Lynch                               2     13K 

8-K   —   National Convenience Stores Incorporated
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 

Date of Report (Date of earliest event reported):  AUGUST 31, 1995

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

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

100 WAUGH DRIVE                                 
  HOUSTON, TEXAS                             77007
(Address of principal executive offices)                (Zip Code)          

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

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ITEM 5.  OTHER EVENTS.                                                          

Announcement of Response to Circle K Offer                                      

   On August 31, 1995, National Convenience Stores Incorporated (the
"Company") issued a press release (the "Press Release") which, among other      
things, announced that the Company's Board of Directors had unanimously         
rejected The Circle K Corporation's previously disclosed unsolicited $17.00 per 
share cash acquisition proposal (the "Offer").  As noted in the Press Release,  
the Company's Board of Directors based its judgment in part on the opinion of   
the Company's financial advisor, Merrill Lynch & Co., that the cash             
consideration proposed to be received by the Company's stockholders pursuant to 
the Offer is inadequate from a financial point of view.  Copies of the Press    
Release and the opinion of Merrill Lynch & Co. are attached as Exhibits hereto. 

Adoption of Stockholder Rights Plan                                             

      On August 31, 1995, the Board of Directors of the Company declared a
dividend of one Right for each outstanding share of the Company's Common Stock, 
par value $.01 per share ("Common Stock"), payable on September 11, 1995 to     
stockholders of record at the close of business on that date.  Each Right       
entitles the registered holder to purchase from the Company a unit consisting   
of one one-hundredth of a share (a "Unit") of Series A Junior Participating     
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at a        
Purchase Price of $55 per Unit, subject to adjustment.  The description and     
terms of the Rights are set forth in a Rights Agreement dated as of August 31,  
1995 (the "Rights Agreement") between the Company and Boatmen's Trust Company,  
as Rights Agent.                                                                

Initially, the Rights will be attached to all certificates    
representing outstanding shares of Common Stock, and no separate Rights         
Certificates will be distributed.  The Rights will separate from the Common     
Stock and a "Distribution Date" will occur upon the earlier of (i) ten days     
following a public announcement that a person or group of affiliated or         
associated persons (an "Acquiring Person") has acquired, or obtained the right  
to acquire, beneficial ownership of 10% or more of the outstanding shares of    
Common Stock (the date of the announcement being the "Stock Acquisition Date"), 
or (ii) ten business days (or such later date as may be determined by the       
Company's Board of Directors before the Distribution Date occurs) following the 
commencement of a tender offer or exchange offer that would result in a         
person's becoming an Acquiring Person.  Until the Distribution Date, (a) the    
Rights will be evidenced by the Common Stock certificates (together with a copy 
of the Summary of Rights or bearing the notation referred to below) and will be 
transferred with and only with such Common Stock certificates, (b) new Common   
Stock certificates issued after September 11, 1995 will contain a notation      
incorporating the Rights Agreement by reference and (c) the surrender for       
transfer of any certificate for Common Stock outstanding (with or without a     
copy                                                                            

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of the Summary of Rights) will also constitute the transfer of the Rights       
associated with the Common Stock represented by such certificate.               

     The Company, its subsidiaries and their employee benefit plans will
not at any time be deemed Acquiring Persons.                                    

     The Rights are not exercisable until the Distribution Date and will
expire at the close of business on August 31, 2005, unless earlier redeemed or  
exchanged by the Company as described below.  Pursuant to the Rights Agreement, 
the Company reserves the right to require prior to the occurrence of a          
Triggering Event (as defined below) that, upon any exercise of Rights, a number 
of Rights be exercised so that only whole shares of Preferred Stock will be     
issued.                                                                         

As soon as practicable after the Distribution Date, Rights    
Certificates will be mailed to holders of record of Common Stock as of the      
close of business on the Distribution Date and, from and after the Distribution 
Date, the separate Rights Certificates alone will represent the Rights.  All    
shares of Common Stock issued prior to the Distribution Date will be issued     
with Rights. Shares of Common Stock issued after the Distribution Date in       
connection with certain employee benefit plans or upon exercise or conversion   
of certain securities will be issued with Rights.  Except as otherwise          
determined by the Board of Directors, no other shares of Common Stock issued    
after the Distribution Date will be issued with Rights.                         

     In the event (a "Flip-In Event") that a Person becomes an Acquiring
Person, each holder of a Right will thereafter have the right to receive, upon  
exercise of such Right, a number of shares of Common Stock (or, in certain      
circumstances, cash, property or other securities of the Company) having a      
Current Market Price (as defined in the Rights Agreement) equal to two times    
the exercise price of the Right.  Notwithstanding any of the foregoing,         
following the occurrence of any Flip-In Event, all Rights that are, or (under   
certain circumstances specified in the Rights Agreement) were, beneficially     
owned by any Acquiring Person (or by certain related parties) will be null and  
void in the circumstances set forth in the Rights Agreement.  However, Rights   
are not exercisable following the occurrence of any Flip-In Event until such    
time as the Rights are no longer redeemable by the Company as set forth below.  

    For example, at an exercise price of $55 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event 
set forth in the preceding paragraph would entitle its holder to purchase $110  
worth of Common Stock (or other consideration, as noted above), based upon its  
Current Market Price, for $55.  Assuming that the Common Stock had a Current    
Market Price of $22 per share at such time, the holder of each valid Right      
would be entitled to purchase 5 shares of Common Stock for $55.                 

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      In the event (a "Flip-Over Event") that, at any time on or after the
Stock Acquisition Date, (i) the Company is acquired in a merger or other        
business combination transaction or (ii) 50% or more of the Company's assets or 
earning power is sold or transferred, each holder of a Right (except Rights     
that previously have been voided as set forth above) shall thereafter have the  
right to receive, upon exercise, a number of shares of common stock of the      
acquiring company having a Current Market Price equal to two times the exercise 
price of the Right.  Flip-In Events and Flip-Over Events are collectively       
referred to as "Triggering Events."                                             

        The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are       
subject to adjustment from time to time to prevent dilution (i) in the event of 
a stock dividend on, or a subdivision, combination or reclassification of, the  
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain     
rights or warrants to subscribe for Preferred Stock or convertible securities   
at less than the current market price of the Preferred Stock, or (iii) upon the 
distribution to holders of the Preferred Stock of evidences of indebtedness or  
assets (excluding regular quarterly cash dividends) or of subscription rights   
or warrants (other than those referred to above).                               

        The number of outstanding Rights and the number of Units issuable upon
exercise of each Right are also subject to adjustment in the event of a stock   
split of the Common Stock or a stock dividend on the Common Stock payable in    
shares of Common Stock or subdivisions, consolidations or combinations of the   
Common Stock occurring, in any such case, prior to the Distribution Date.       

       The shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable.  Each share of Preferred Stock will be entitled to a    
minimum preferential quarterly dividend payment of $1 per share but will be     
entitled to an aggregate dividend of 100 times the dividend declared per share  
of Common Stock.  In the event of liquidation, the holders of the Preferred     
Stock will be entitled to a minimum preferential liquidation payment of $100    
per share but will be entitled to an aggregate payment of 100 times the payment 
made per share of Common Stock.  Each share of Preferred Stock will have 100    
votes, voting together with the Common Stock.  Finally, in the event of any     
merger, consolidation or other transaction in which shares of Common Stock are  
exchanged, each share of Preferred Stock will be entitled to receive 100 times  
the amount received per share of Common Stock.  These rights are protected by   
customary antidilution provisions.                                              

      Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a share of    
Preferred Stock purchasable upon exercise of each Right should approximate the  
value of one share of Common Stock.                                             

      With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase     
Price.  No fractional Units will                                                

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be issued and, in lieu thereof, an adjustment in cash will be made based on the 
market price of the Preferred Stock on the last trading date prior to the date  
of exercise.                                                                    

      At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per 
Right, payable, at the option of the Company, in cash, shares of Common Stock   
or such other consideration as the Board of Directors may determine.            
Immediately upon the effectiveness of the action of the Board of Directors      
ordering redemption of the Rights, the Rights will terminate and the only right 
of the holders of Rights will be to receive the $.01 redemption price.          

      At any time after the occurrence of a Flip-In Event, the Company may
exchange the Rights (other than Rights owned by an Acquiring Person or an       
affiliate or an associate of an Acquiring Person, which will have become void), 
in whole or in part, at an exchange ratio of one share of Common Stock, and/or  
other equity securities deemed to have the same value as one share of Common    
Stock, per Right, subject to adjustment.                                        

       Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the      
right to vote or to receive dividends.  While the distribution of the Rights    
will not be taxable to stockholders or to the Company, stockholders may,        
depending upon the circumstances, recognize taxable income in the event that    
the Rights become exercisable for Common Stock (or other consideration) of the  
Company or for the common stock of the acquiring company as set forth above or  
are exchanged as provided in the preceding paragraph.                           

      Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by  
the Board of Directors of the Company prior to the Distribution Date.           
Thereafter, the provisions of the Rights Agreement may be amended by the Board  
of Directors in order to cure any ambiguity, defect or inconsistency, to make   
changes that do not materially adversely effect the interests of holders of     
Rights (excluding the interests of any Acquiring Person and certain related     
parties), or to shorten or lengthen any time period under the Rights Agreement; 
provided, however, that no amendment to lengthen the time period governing      
redemption shall be made at such time as the Rights are not redeemable.         

       A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to this Current Report on Form 8-K. This      
summary description of the Rights does not purport to be complete and is        
qualified in its entirety by reference to the Rights Agreement, which is        
incorporated herein by reference.                                               

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(c)      Exhibits                             

                        4.1     Rights Agreement dated as of August 31, 1995
                       between National Convenience Stores
                               Incorporated and Boatmen's Trust Company as
                                 Rights Agent, which includes as Exhibit A the
                                 form of Certificate of Designations of Series
                             A Junior Participating Preferred Stock of
                            National Convenience Stores Incorporated
                            setting forth the terms of the Preferred
                          Stock, as Exhibit B the form of Rights
                               Certificate and as Exhibit C the Summary of
                                 Rights to Purchase Preferred Stock.  Pursuant
                              to the Rights Agreement, Certificates will
                              not be mailed until after the Distribution
                              Date (as defined in the Rights Agreement).

               99.1     Press Release dated August 31, 1995.

                     99.2     Opinion of Merrill Lynch, Pierce, Fenner &
                             Smith Incorporated dated August 31, 1995.

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SIGNATURE   

                Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by  
the undersigned hereunto duly authorized.                                       

                     NATIONAL CONVENIENCE STORES
        INCORPORATED

Dated: September 1, 1995             By: /s/  A. J. GALLERANO                   
                                     _____________________________________
               A. J. Gallerano
                                      Senior Vice President, General Counsel
             and Secretary

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EXHIBIT INDEX 

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

   4.1       Rights Agreement dated as of August 31, 1995 between National
              Convenience Stores Incorporated and Boatmen's Trust Company as
     Rights Agent, which includes as Exhibit A the form of
            Certificate of Designations of Series A Junior Participating
           Preferred Stock of National Convenience Stores Incorporated
            setting forth the terms of the Preferred Stock, as Exhibit B
              the form of Rights Certificate and as Exhibit C the Summary of
           Rights to Purchase Preferred Stock.  Pursuant to the Rights
          Agreement, Certificates will not be mailed until after the
       Distribution Date (as defined in the Rights Agreement).

99.1       Press Release dated August 31, 1995                        

  99.2       Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated
dated August 31, 1995                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		8/31/05		3
		9/11/95		2
Filed on:		9/5/95
		9/1/95		7					8-A12B
For Period End:		8/31/95		1		8
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