UNITED STATES
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): June 17, 1997
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-5767 54-0493875
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
9950 Mayland Drive, Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
(804) 527-4000
(Registrant's telephone number, including area code)
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Item 5. Other Events
Effective June 17, 1997, the Board of Directors of Circuit
City Stores, Inc. (the "Company") amended the Company's Shareholder Rights Plan.
The revisions raise from 15% to 20% the threshold of ownership of the Company's
voting securities which will result in the stock purchase rights issued under
the plan becoming exercisable. Under the revised plan, the rights will therefore
become exercisable upon the earlier of (i) the 10th day after a person or group
has acquired, or obtained the right to acquire, beneficial ownership of shares
representing 20% or more of the total number of votes entitled to be cast
generally in the election of directors of all outstanding shares of the
Company's Common Stock, or (ii) the 10th business day after the date of the
commencement of or first public announcement of the intent to commence, a tender
or exchange offer the consummation of which would result in beneficial ownership
by a person or group of shares representing 20% or more of the total number of
votes entitled to be cast generally in the election of directors of all
outstanding shares of the Company's Common Stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is filed as part of this report.
4(a) Amendment No. 1 dated as of June 17, 1997 to the Amended
and Restated Rights Agreement dated as of February 3,
1997 between Circuit City Stores, Inc. and Norwest Bank
Minnesota, N.A., as Rights Agent.
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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.
CIRCUIT CITY STORES, INC.
Date: July 2, 1997
/s/Michael T. Chalifoux
Senior Vice President, Chief Financial Officer
and Secretary
EXHIBIT 4(a)
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This AMENDMENT NO. 1 (the "Amendment") to the AMENDED AND RESTATED
RIGHTS AGREEMENT, dated as of February 3, 1997 (the "Agreement"), made between
Circuit City Stores, Inc., a Virginia corporation (the "Company"), and NORWEST
BANK MINNESOTA, N.A., a national banking association (the "Rights Agent"), is
entered into as of June 17, 1997 between the Company and the Rights Agent and
provides as follows:
1. Section 1(a) of the Agreement is hereby amended by changing from 15%
to 20% the reference therein to the percentage of Voting Rights of all the
Common Shares then outstanding.
2. Section 3(a) of the Agreement is hereby amended by changing from 15%
to 20% the reference therein to the percentage of Voting Rights of all the
Common Shares.
3. Section 11(a)(ii)(B) of the Agreement is hereby amended by changing
from 15% to 20% the reference therein to the percentage of Voting Rights of all
the Common Shares then outstanding.
4. Except as expressly set forth in this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect. Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to
such terms in the Agreement.
5. This Amendment may be executed in counterparts, each of which shall
be deemed an original but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers as of the date first written
above.
Attest: CIRCUIT CITY STORES, INC.
By: /s/Phillip J. Dunn By: /s/ Michael T. Chalifoux
Title: Vice President, Treasurer Title: Senior Vice President
and Controller Chief Financial Officer and
Secretary
Attest: NORWEST BANK MINNESOTA, N.A.
By: /s/ Susan J. Roeder By: /s/ Barbara M. Novak
Title: Assistant Secretary Title: Vice President
