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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 8, 1995
NATIONAL CONVENIENCE STORES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-7936 74-1361734
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(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
100 Waugh Drive, Houston, Texas 77007
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(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.
National Convenience Stores Incorporated (the "Company") recently received an
unsolicited cash acquisition proposal at $17.00 per share from The Circle K
Corporation ("Circle K"). The Board of Directors is in the process of
evaluating the offer and has engaged Merrill Lynch & Co. to undertake an in
depth evaluation of the offer for the Company.
On August 10, 1995, the Board of Directors of the Company adopted an amendment
to the Company's Restated By-Laws. The Restated By-Laws, as amended (the
"By-Laws"), provide that any change in the number of directors must be approved
by 75% of the shares entitled to vote at a meeting of stockholders. The
By-Laws are filed as an exhibit hereto.
On August 11, 1995, the Company received from Circle K a proposal to amend the
By-Laws to increase the number of directors to 17, to rescind certain
amendments to the By-Laws and to elect nine persons for election as directors
at the Company's 1995 annual meeting. The Company also received from a
stockholder of the Company the nomination of four persons for election as
directors at the 1995 annual meeting. The Board of Directors intends to fix
the date for the Company's 1995 annual meeting later this year once it
determines the most appropriate date in view of emerging circumstances.
Each of the foregoing events is described in the press release filed as an
exhibit hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Identification of Exhibit
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3.1 Restated By-Laws, as amended.
99.1 Press release dated August 14, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL CONVENIENCE STORES INCORPORATED
By:____________________________________
A. J. Gallerano
Senior Vice President
and General Counsel
Dated: August 14, 1995
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EXHIBIT INDEX
Exhibit
Number Identification of Exhibit
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3.1 Restated By-Laws, as amended.
99.1 Press release dated August 14, 1995.