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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT #1
to
SCHEDULE 14D-1
TENDER OFFICER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES AND EXCHANGE ACT OF 1934
NATIONAL CONVENIENCE STORES INCORPORATED
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(Name of subject company)
CIRCLE K ACQUISITION, INC.
THE CIRCLE K CORPORATION
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(Bidders)
Common Stock, $.01 par value per share (including the Associated Rights)
Warrants to Purchase Common Stock
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(Title of Class of Securities)
635570500 (Common Stock) and 635570112 (Warrants)
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(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
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 dated September 7, 1995 (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 4, 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 Wednesday, November 1, 1995, unless further
extended.
A copy of the press release issued by Circle K is filed as Exhibit
(a)(12) 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 4, 1995.
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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: October 4, 1995
CIRCLE K ACQUISITION, INC.
/s/ Joel A. Sterrett
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Name: Joel A. Sterrett
Title: Assistant Secretary
THE CIRCLE K CORPORATION
/s/ Joel A. Sterrett
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Name: Joel A. Sterrett
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Description
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(a)(12) Press release, dated October 4, 1995.
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FOR: The Circle K Corporation
APPROVED BY: Judy States
The Circle K Corporation
602-530-5153
CONTACT: Investor Relations:
Naomi Rosenfeld/Edward Nebb
212-850-5600
Media:
Brian Maddox
212-850-5600
Miriam Adler
415-296-7383
Morgen-Walke Associates
CIRCLE K EXTENDS TENDER OFFER TO PURCHASE
NCS SHARES AND WARRANTS
Phoenix, Arizona, October 4, 1995 - The Circle K Corporation (NYSE:CRK)
announced today that it has extended to 5:00 P.M. Eastern Time on Wednesday,
November 1, 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, which commenced on September 7,
1995, was to expire at 12:00 Midnight Eastern Time on October 4, 1995. To date,
129,923 shares and 80,617 warrants have been tendered to the depositary under
the original offer.
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 on 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.
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