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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
(FINAL AMENDMENT)
NATIONAL CONVENIENCE STORES INCORPORATED
(Name of Subject Company)
SHAMROCK ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
DIAMOND SHAMROCK, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE CUSIP NO. 635570500
(WITH RESPECT TO THE COMMON STOCK)
WARRANTS TO PURCHASE COMMON STOCK CUSIP NO. 635570112
(TITLE OF CLASS OF SECURITIES) (WITH RESPECT TO THE WARRANTS)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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TIMOTHY J. FRETTHOLD, ESQ.
DIAMOND SHAMROCK, INC.
9830 COLONNADE BLVD.
SAN ANTONIO, TEXAS 78230
(210) 641-6800
COPY TO:
ROBERT A. PROFUSEK, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3800
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of the Bidder)
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SCHEDULE 14D-1
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CUSIP NO. 635570500 (with respect to Common Stock)
CUSIP NO. 635570112 (with respect to Warrants) PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Shamrock Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ ]
b [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,981,422 shares of Common Stock (including 1,097,855
shares of Common Stock issuable upon exercise of
1,097,855 Warrants)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.5%
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10 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 14D-1
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CUSIP NO. 635570500 (with respect to Common Stock)
CUSIP NO. 635570112 (with respect to Warrants) PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Diamond Shamrock, Inc. 74-2456753
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [ ]
b [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or (f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,981,422 shares of Common Stock (including 1,097,855
shares of Common Stock issuable on exercise of
1,097,855 Warrants)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.5 %
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10 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Final Amendment supplements and amends the Schedule 14D-1 Tender
Offer Statement (the "Statement") relating to a tender offer by Shamrock
Acquisition Corp. (the "Purchaser"), a wholly owned subsidiary of Diamond
Shamrock, Inc. ("Diamond Shamrock"), to purchase (i) all of the outstanding
shares of Common Stock, par value $.01 per share (the "Shares"), of National
Convenience Stores Incorporated (the "Company"), at the purchase price of
$27.00 per Share and (ii) all outstanding Warrants to purchase Shares (the
"Warrants") issued pursuant to the Warrant Agreement, dated as of March 9,
1993, between NCS and Boatmen's Trust Company, as Warrant Agent, at the
purchase price of $9.25 per Warrant, in each case, net to the seller (pre-tax)
in cash, on the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 14, 1995, and in the related Letters of Transmittal
(which together constituted the "Offer"), copies of which are filed as Exhibits
(a)(1), (a)(2) and (a)(3) to the Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby supplemented and amended by
adding the following:
On December 14, 1995, Diamond Shamrock issued a press release
announcing that, based on a preliminary estimate provided by the
Depositary, 5,868,751 Shares and 1,097,848 Warrants had been validly
tendered and not withdrawn pursuant to the Offer and that the
Purchaser had accepted for purchase all such Shares and Warrants. A
copy of the press release is filed as Exhibit (a)(11) hereto, and the
information set forth therein is incorporated herein by reference.
Subsequent to the issuance of the press release by Diamond Shamrock,
the Depositary for the Offer informed the Purchaser that an additional
14,816 Shares and an additional 7 Warrants had been validly tendered
pursuant to the Offer. Including these additional Shares and Warrants,
an aggregate of 5,883,567 Shares and 1,097,855 Warrants have been
accepted for purchase by the Purchaser pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby supplemented and amended by
adding the following exhibit:
(a)(11) Press release issued by Diamond Shamrock on December 14, 1995,
announcing the completion and results of the Offer.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
SHAMROCK ACQUISITION CORP.
By: /s/ TIMOTHY J. FRETTHOLD
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Name: Timothy J. Fretthold
Title: Vice President
DIAMOND SHAMROCK, INC.
By: /s/ TIMOTHY J. FRETTHOLD
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Name: Timothy J. Fretthold
Title: Senior Vice President
Dated: December 15, 1995.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. DESCRIPTION
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<S> <C>
99.(a)(11) Press release issued by Diamond Shamrock on December 14, 1995, announcing the completion and
results of the Offer
</TABLE>
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FOR MORE INFORMATION CONTACT
DIAMOND SHAMROCK:
Katherine Hughes, Public Relations
210/641-8846
or
Mary Hartman, Investor Relations
210/641-8840
DIAMOND SHAMROCK COMPLETES TENDER OFFER
FOR NATIONAL CONVENIENCE STORES
SAN ANTONIO, TEXAS - Dec. 14, 1995 - Diamond Shamrock, Inc. (NYSE:DRM) today
announced that as of Dec. 13, 1995, it had accepted for purchase all validly
tendered shares of common stock and warrants to purchase common stock of
National Convenience Stores Incorporated (NYSE:NCS).
Based on a preliminary estimate, at the expiration of the offer, NCS security
holders had tendered 5,868,751 shares of NCS common stock and 1,097,848
warrants (including 122,328 shares and 101,851 warrants subject to guaranteed
delivery), which together represent approximately 94 percent of NCS common
stock on a fully diluted basis.
Payment for shares and warrants tendered will be made promptly.
Diamond Shamrock also announced that it expects, next week, to complete its
acquisition of the entire equity interest in NCS in a merger providing for
non-tendering holders of NCS common stock to receive the same $27.00 cash price
per share as provided in the tender offer. Following the merger, holders of
warrants will have the right to obtain $27.00 per warrant upon payment of the
$17.75 warrant exercise price, in lieu of the one share of NCS common stock
previously issuable upon exercise of a warrant.
Diamond Shamrock, Inc., headquartered in San Antonio, is a leading refiner and
marketer of petroleum products in the Southwest with a growing mix of related
businesses. With annual sales of over $2.6 billion, Diamond Shamrock refines
and markets gasoline through over 2,000 Diamond Shamrock branded locations,
including 835 company operated Corner Stores that sell a full range of
convenience items.
National Convenience Stores Incorporated, headquartered in Houston, operates
661 Stop N Go stores throughout Texas and employs approximately 5,000 people
throughout the state. NCS sells gasoline at about 595 of its stores.
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