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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER 1-7936
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1995
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
PART I. REGISTRANT INFORMATION
Full name of registrant: NATIONAL CONVENIENCE STORES INCORPORATED
Address of principal executive office: 100 WAUGH DRIVE
City, State and Zip Code: HOUSTON, TEXAS 77007
PART II. RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
On November 8, 1995, the Registrant, National Convenience Stores
Incorporated (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Diamond Shamrock, Inc. ("Diamond Shamrock") and
Shamrock Acquisition Corp., a wholly owned subsidiary of Diamond Shamrock
("SAC"). Pursuant to the Merger Agreement, SAC was merged with and into the
Company on December 18, 1995 (the "Merger"). As a result of the Merger,
Diamond Shamrock presently owns all of the outstanding shares of common stock,
par value $.01 per share (the "Shares") of the Company. The Company also has
outstanding approximately 50,000 warrants ("Warrants"). Following the Merger
and pursuant to the agreement under which the Warrants were issued, the
Warrants presently represent the right to receive $27.00 in cash (the same
consideration paid for the Shares in the Merger) upon payment of the $17.75
exercise price, in lieu of the one Share previously issuable upon exercise of a
Warrant.
Following the Merger, the Company expected to terminate the
registration of the Shares and the Warrants under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Due to the number of
record holders of Warrants, the Company is not presently able to terminate such
registration. The Company has filed a request with the Securities and Exchange
Commission (the "Commission") to suspend its obligation to file periodic
reports under the Exchange Act. Based upon relief granted by the Commission
under substantially similar circumstances, the Company anticipated that such
relief would be granted prior to the date on which its Quarterly Report on Form
10-Q for the period ended December 31, 1995 (the "Form 10-Q") would be required
to be filed and as a result, avoid the effort and expense of preparing the Form
10-Q. As of the date hereof, the Commission has not granted such relief. In
addition, the Company and Diamond Shamrock have had to devote extensive time
and resources following the Merger to the review of the Company's records in
order to include the Company in the consolidated financial statements of
Diamond Shamrock for its fiscal year ended December 31, 1995, which efforts
have further hindered the Company's ability to file the Form 10-Q without
unreasonable expense and effort.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Timothy J. Fretthold 210 641-6800
(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such reports(s) been filed? If the
answer is no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ X ] Yes [ ] No
NCS' financial statements for the three months ended December 31, 1995
are expected to change from the corresponding period in 1994 as a result of (i)
nonrecurring expenses resulting from the Merger, (ii) the revaluation of NCS'
assets and liabilities required as the result of the application of the
purchase method of accounting to the Merger and (iii) additional amortization
as a result of the acquisition cost of NCS exceeding the fair value of the net
assets acquired. The changes to NCS' financial statements will be substantially
similar to the adjustments reflected in the pro forma financial statements
included in the Form 8K/A dated December 14, 1995, filed with the Commission by
Diamond Shamrock on February 14, 1996.
NATIONAL CONVENIENCE STORES INCORPORATED
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 15, 1996 By: /s/ TIMOTHY J. FRETTHOLD
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Timothy J. Fretthold
Senior Vice President and
General Counsel