UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Act of 1934
Date of Report (Date of Earliest Event Reported):
October 29, 2007
Commission file number: 001-33084
SUSSER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 01-0864257 |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer
Identification No.) |
4433 Baldwin Boulevard
Corpus Christi, Texas 78408
(Address of principal executive offices, including zip codes)
Registrant’s telephone number, including area code: (361) 884-2463
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On October 29, 2007, Susser Holdings, L.L.C and Susser Finance Corporation, each indirect wholly-owned subsidiaries of Susser Holdings Corporation (the “Company”), disclosed certain information in a preliminary offering memorandum as described in “Item 7.01 Regulation FD Disclosure” below. Although full financial data is not yet available, information regarding preliminary financial results for the Company’s third quarter ended September 30, 2007 is contained in Exhibit 99.1 to this Current Report on Form 8-K under the caption “Recent Developments.”
The information contained in Exhibit 99.1 under the caption “Recent Developments” reported under this Item 2.02 is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses preliminary historical financial information and other data regarding the Company’s results of operations and financial condition as of and for the fiscal quarter ended September 30, 2007. In accordance with General Instructions B.2. of Form 8-K, the information in this Current Report on Form 8-K reported under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
| Item 7.01 | Regulation FD Disclosure. |
The Company is furnishing under Item 7.01 of this Current Report on Form 8-K the information included asExhibit 99.1 to this report. This information, which has not been previously publicly reported, is disclosed in a preliminary offering memorandum that is being furnished to qualified institutional buyers and non-U.S. persons in connection with the private offering of an additional $150 million aggregate principal amount of 10 5/8% Senior Notes due 2013 (the “Additional Notes”) by Susser Holdings, L.L.C. and Susser Finance Corporation (indirect subsidiaries of the Company, and, collectively, the “Issuers”) under that certain Indenture, dated as of December 21, 2005. Certain of this information is also being disclosed to prospective lenders in connection with Susser Holdings, L.L.C.’s proposed new revolving credit and term loan facilities.
This information, including Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act or the Exchange Act. By furnishing this information on this Current Report on Form 8-K, the Company makes no admission as to the materiality of any information in this report that is being disclosed solely by reason of Regulation FD under the Exchange Act.
Forward Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, including without limitation, the Company’s estimated financial performance for the fiscal quarter ended September 30, 2007. These forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words or phrases in conjunction with a discussion of future operating or financial performance. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings, benefits of acquisitions, costs of our store rebranding initiatives, expansion of our foodservice offerings, potential other acquisitions, and potential new store openings and dealer locations, are also forward-looking statements. These statements represent our present expectations or beliefs concerning future events and are not guarantees. Such statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement, and you should be aware that the Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and other reports filed with the Securities and Exchange Commission.
On October 29, 2007, the Company issued a press release announcing a proposed offering by the Issuers to eligible purchasers of the Additional Notes in connection with the pending acquisition of TCFS Holdings, Inc., a Texas corporation and the parent of the Town & Country Food Stores chain of convenience stores (“TCFS”). The offering of the Notes is subject to market and certain other conditions, including without limitation, the closing of the previously announced pending acquisition of TCFS. The press release is filed herewith asExhibit 99.2.
The offering of the Additional Notes will not be registered under the Securities Act, and the Additional Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The information contained in this report is neither an offer to sell nor the solicitation of an offer to buy the Additional Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
| | |
Exhibit
Number | | Exhibit Description |
| |
| 99.1 | | Excerpts from Susser Holdings, L.L.C.’s preliminary offering memorandum dated October 29, 2007. |
| |
| 99.2 | | Press Release of Susser Holdings Corporation, dated October 29, 2007. |
SIGNATURES
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.
| | | | | | | | |
| | | | SUSSER HOLDINGS CORPORATION |
| | | |
| Date: October 29, 2007 | | | | By: | | /s/ Mary E. Sullivan |
| | | | | | Name: | | Mary E. Sullivan |
| | | | | | Title: | | Executive Vice President and Chief Financial Officer |
