<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT #3
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES AND EXCHANGE ACT OF 1934
NATIONAL CONVENIENCE STORES INCORPORATED
- --------------------------------------------------------------------------------
(Name of subject company)
CIRCLE K ACQUISITION, INC.
THE CIRCLE K CORPORATION
- --------------------------------------------------------------------------------
(Bidders)
Common Stock, $.01 par value per share (including the Associated Rights)
Warrants to Purchase Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
635570500 (Common Stock) and 635570112 (Warrants)
- --------------------------------------------------------------------------------
(CUSIP numbers of classes of securities)
Gehl P. Babinec, Esq.
The Circle K Corporation
Phoenix Corporate Center
3003 North Central Avenue
Phoenix, Arizona 85012
(602) 437-0600
(Name, address and telephone number of person
authorized to receive notice and communications on behalf of bidders)
Copy to:
Richard M. Russo, Esq.
Gibson, Dunn & Crutcher
1801 California Street, Suite 4100
Denver, Colorado 80202
(303) 298-5700
<PAGE>
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 dated September 7, 1995, as heretofore amended and
supplemented (the "Schedule 14D-1"), of Circle K Acquisition, Inc., a Delaware
corporation (the "Purchaser") and The Circle K Corporation, a Delaware
Corporation ("Circle K"), filed in connection with the Purchaser's offer to
purchase all outstanding common stock, par value $.01 per share, and the
associated preferred stock purchase rights, of National Convenience Stores
Incorporated, a Delaware corporation, and all warrants to purchase shares of
such common stock, as set forth in the Schedule 14D-1 (the "Offer").
Item 10. Additional Information.
On October 31, 1995, Circle K issued a press release announcing that
the Offer has been extended. The Offer and withdrawal rights will now expire at
5:00 p.m., Eastern Time, on Thursday, November 30, 1995, unless further
extended.
A copy of the press release issued by Circle K is filed as Exhibit
(a)(13) to the Schedule 14D-1 and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(12) Press release, dated October 31, 1995.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 1, 1995
CIRCLE K ACQUISITION, INC.
/s/ Joel A. Sterrett
----------------------------------
Name: Joel A. Sterrett
Title: Assistant Secretary
THE CIRCLE K CORPORATION
/s/ Joel A. Sterrett
----------------------------------
Name: Joel A. Sterrett
Title: Assistant Secretary
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(a)(13) Press release, dated October 31, 1995.
4
<PAGE>
NEWS RELEASE
FOR: The Circle K Corporation
APPROVED BY: Judy States
The Circle K Corporation
602-530-5153
FOR IMMEDIATE RELEASE
---------------------
CONTACT: Investor Relations:
Naomi Rosenfeld/Edward Nebb
212-850-5600
Media:
Brian Maddox
212-850-5600
Miriam Adler
415-296-7383
Morgan-Walke Associates
CIRCLE K EXTENDS TENDER OFFER TO PURCHASE
NCS SHARES AND WARRANTS
Phoenix, Arizona, October 31, 1995 - The Circle K Corporation (NYSE:CRK)
announced today that it has extended to 5:00 p.m. E.S.T. on November 30, 1995,
its tender offer to purchase all the outstanding shares of common stock of
National Convenience Stores Incorporated (NYSE:NCS) at $20.00 per share in cash
and all outstanding stock purchase warrants of NCS at $2.25 per warrant in cash.
Circle K's tender offer was to expire at 5:00 p.m. E.S.T. on November 1, 1995.
To date, 130,466 shares and 80,013 warrants have been tendered to the depository
under the offer.
John Antioco, Chairman of the Board, President and Chief Executive Officer
of Circle K, said, "We extended our tender offer in order to give us maximum
flexibility to pursue various options with respect the NCS. We are also
considering whether to submit a proposal to NCS in response to its exploration
of a sale of the company. Although no decision has yet been made to submit such
a proposal, we would only do so on terms that would be accretive to Circle K's
earnings within a reasonable time frame. Any further proposal to acquire NCS
must be weighed against the other alternatives for profitable growth that are
available to Circle K."
The Circle K Corporation is the largest operator of company-owned
convenience stores and the largest independent gasoline retailer in the United
States. It operates or franchises over 2,500 stores in 28 states primarily in
the Sunbelt. Additionally, there are over 2,600 stores operating under the
Circle K trade name in 19 foreign countries.
# # #
