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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):
NOVEMBER 8, 2006
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 (IRS Employer
incorporation or organization) 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))
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
SECOND SUPPLEMENTAL INDENTURE
On November 8, 2006, Susser Holdings Corporation entered into a Second
Supplemental Indenture among Susser Holdings, L.L.C., Susser Finance Corporation
(collectively with Susser Holdings, L.L.C., the "Issuers"), each of the
guarantors party thereto and The Bank of New York, as trustee under that certain
Indenture, dated December 21, 2005 (the "Indenture"), governing the Issuers'
$170,000,000 aggregate principal amount 10 5/8% senior notes due 2013 (the
"Notes"). Pursuant to the Second Supplemental Indenture, Susser Holdings
Corporation has become an unconditional guarantor of all of the Issuers'
obligations under the Indenture and the Notes. A copy of the Second Supplemental
Indenture has been filed as an exhibit hereto.
For a more complete description of the Notes, see the "Management
Discussion and Analysis of Financial Condition and Results of Operations -
Senior Notes" section of our Registration Statement on Form S-1 (File No.
333-134033), as amended, as filed with the Securities and Exchange Commission
(the "Registration Statement"). As a result of the corporate formation
transactions described in the Registration Statement, on October 24, 2006,
Susser Holdings Corporation became the ultimate indirect parent of the Issuers
and has agreed by the Second Supplemental Indenture to guarantee the outstanding
Notes. The Indenture governing the Notes has been previously filed as Exhibit
4.3 to the Registration Statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit Number Exhibit Description
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4.5 Second Supplemental Indenture, dated as of November
8, 2006, by and among Susser Holdings Corporation,
Susser Holdings, L.L.C., Susser Finance Corporation,
each of the Guarantors party thereto, and the Bank of
New York.
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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: November 13, 2006 By: /s/ E.V. Bonner, Jr.
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Name: E.V. Bonner, Jr.
Title: Executive Vice President,
Secretary and General Counsel
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