NATIONAL CONVENIENCE STORES INC /DE/
8-A12B, 1994-11-04
CONVENIENCE STORES
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<PAGE>   1




                                    FORM 8-A



                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




                    NATIONAL CONVENIENCE STORES INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                   Delaware                       74-1361734     
            -----------------------           -------------------
            (State of incorporation            (I.R.S. Employer  
               or organization)               Identification No.)


                     100 Waugh Drive, Houston, Texas  77007
               --------------------------------------------------
               (Address of principal executive offices, zip code)


Securities to be registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange
Title of each class                        on which each class
to be so registered                        is to be registered
- -------------------                        -------------------

Common Stock, $.01 Par Value               New York Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:  None.
<PAGE>   2
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The description of the registrant's common stock, $.01 par value per share,
contained in the registrant's Form 8-A filed with the Securities and Exchange
Commission on March 4, 1993 is hereby incorporated by reference in response to
this Item 1.

ITEM 2.  EXHIBITS.

Pursuant to the Instructions to Item 2, the exhibits listed below are being
filed with each copy of this registration statement being filed with the New
York Stock Exchange but are not being filed with, or incorporated by reference
in, copies of this registration statement being filed with the Commission:

Exhibit  Description
- -------  -----------

  1.1    Registrant's Annual Report on Form 10-K for the fiscal year ended June
         30, 1994.

  1.2    Registrant's Current Report on Form 8-K/A filed July 13, 1994 amending
         its Current Report on Form 8-K filed May 13, 1994.

  1.3    Registrant's definitive proxy statement for its annual meeting of
         stockholders to be held November 10, 1994.

  1.4    Restated Certificate of Incorporation of Registrant.

  1.5    Restated Bylaws of Registrant.

  1.6    Specimen certificate for Common Stock of the Registrant.

  1.7    Registrant's Annual Report to Shareholders for the year ended June 30,
         1994.





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<PAGE>   3
                                   SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on November
4, 1994.

                                                   NATIONAL CONVENIENCE STORES
                                                        INCORPORATED



                                                   By:  /s/ A. J. Gallerano
                                                        A. J. Gallerano
                                                        Senior Vice President
                                                          and General Counsel





                                      -3-
<PAGE>   4
                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit                                                                              Page
Number                                Title of Document                             Number
- -------                               -----------------                             ------
 <S>               <C>                                                              <C>
 1.1               Registrant's Annual Report on Form 10-K for the fiscal year
                   ended June 30, 1994.
           
 1.2               Registrant's Current Report on Form 8-K/A filed July 13,
                   1994 amending its Current Report on Form 8-K filed May 13,
                   1994.
           
 1.3               Registrant's definitive proxy statement for its annual
                   meeting of stockholders to be held November 10, 1994.
           
 1.4               Restated Certificate of Incorporation of Registrant.
           
 1.5               Restated Bylaws of Registrant.
           
 1.6               Specimen certificate for Common Stock of the Registrant.
           
 1.7               Registrant's Annual Report to Shareholders for the year
                   ended June 30, 1994.
</TABLE>   





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