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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) APRIL 29, 1996
NATIONAL CONVENIENCE STORES INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-7936 74-1361734
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
9830 COLONNADE BOULEVARD, SAN ANTONIO, TEXAS 78230
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 641-6800
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ITEM 5. OTHER EVENTS.
As previously reported in its Quarterly Report on Form 10-Q for the
period ended December 31, 1995, National Convenience Stores Incorporated (the
"Company") was merged with a wholly owned subsidiary of Diamond Shamrock, Inc.
("Diamond Shamrock") on December 18, 1995 (the "Merger"). As a result of the
Merger and pursuant to the terms of the Warrant Agreement, dated March 9, 1993
(the "Warrant Agreement"), between the Company and Boatmen's Trust Company as
warrant agent (the "Warrant Agent"), each outstanding warrant to purchase
shares of the Company's common stock, par value $.01 per share (the
"Warrants"), represents the right to receive $27.00 per Warrant in cash (the
"Warrant Payment") upon payment of the $17.75 exercise price (the "Exercise
Price"), in lieu of the one share of the Company's common stock previously
issuable upon exercise of a Warrant.
Pursuant to the terms of an Escrow Trust Agreement, dated April 29,
1996 (the "Escrow Agreement"), between the Company and the Warrant Agent, the
Company has deposited $293,687.50 in cash (the "Funds") with the Warrant Agent
to pay the $9.25 difference between the Warrant Payment and the Exercise Price
(the "Spread") for all outstanding Warrants. The Funds will be held in escrow
pursuant to the Escrow Agreement for the benefit of, and payment to, the record
holders of the Warrants. On May 6, 1996, the Company provided written notice
to the record Warrant holders of the deposit of the Funds and the right to
receive payment of the Spread upon exercise of the Warrants. A copy of that
notice has been filed as an exhibit to this report and is incorporated herein
by this reference. The Warrants will expire at 5:00 p.m., New York City time,
on March 9, 1998 (the "Expiration Time"), after which time the balance of the
Funds, if any, will be returned to the Company. Each Warrant not exercised
prior to the Expiration Time will automatically become void and no longer
outstanding.
Based upon a letter from the Securities and Exchange Commission in
response to a no-action request filed by the Company, the Company will cease to
file periodic reports pursuant to Sections 13 and 15(d) of the Securities
Exchange Act of 1934, as amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
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99.1 -- Notice to holders of outstanding Warrants of the Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL CONVENIENCE STORES INCORPORATED
By: /s/ TIMOTHY J. FRETTHOLD
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Timothy J. Fretthold
Senior Vice President
Date: May 7, 1996
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INDEX TO EHXIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Notice to holders of outstanding Warrants of the Company
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Exhibit 99.1
[NCS Letterhead]
To Holders of NCS Warrants:
On December 18, 1995, a subsidiary of Diamond Shamrock, Inc. ("Diamond
Shamrock") was merged with National Convenience Stores Incorporated ("NCS").
In the merger, holders of NCS Common Stock (the "Shares") received $27.00 per
Share in cash. As a result of the merger, NCS became a wholly owned subsidiary
of Diamond Shamrock.
As a result of the merger, the NCS warrants (the "Warrants") issued under the
Warrant Agreement, dated March 9, 1993, between NCS and Boatmen's Trust
Company, as warrant agent (the "Warrant Agent"), now represent the right to
receive $27.00 per Warrant in cash (the "Warrant Payment") upon payment of the
$17.75 per Warrant exercise price (the "Exercise Price"), in lieu of the one
Share previously issuable upon exercise of a Warrant.
Our records indicate that you are a record holder of Warrants. YOU WILL NEED
TO DELIVER THE CERTIFICATES REPRESENTING YOUR WARRANTS TO THE WARRANT AGENT IN
ORDER TO RECEIVE PAYMENT FOR YOUR WARRANTS. NCS has agreed to waive the
payment of the Exercise Price as a condition to receiving the $9.25 difference
between the Warrant Payment and the Exercise Price (the "Spread"). In order to
receive the Spread without paying the Exercise Price, you must write "DEDUCT
EXERCISE PRICE" immediately above your signature on the Purchase Form that
appears on the reverse of the certificate representing your Warrant.
NCS has deposited a sufficient amount of funds with the Warrant Agent to pay
the aggregate Spread on all outstanding Warrants. Those funds will be held in
escrow for the benefit of, and payment to, Warrant holders until 5:00 p.m. on
March 9, 1998, the date on which the Warrants will expire. WARRANT HOLDERS WHO
FAIL TO EXERCISE THEIR WARRANTS PRIOR TO 5:00 P.M. ON MARCH 9, 1998, WILL NOT
BE ENTITLED TO RECEIVE THE SPREAD.
No interest is payable on the Spread. Accordingly NCS believes that it is in
the economic interests of Warrant holders to exercise their Warrants as
promptly as practicable.
The exercise of your Warrants will be a taxable transaction for federal income
tax purposes and may also be a taxable transaction under applicable state,
local or other laws. If you have any questions concerning the tax treatment of
your Warrant exercise, please consult your tax advisor.
Please review the reverse side of your Warrant certificate for additional
instructions as to how to exercise your Warrants or contact the Warrant Agent,
Boatmen's Trust Company, Attention: Corporate Trust Division, by mail at P.O.
Box 14768, St. Louis, Missouri 63178, or in person or by hand delivery at 510
Locust Street, 2nd Floor, St. Louis, Missouri 63101, or by telephone at either
(800) 456-9852 or (314) 466-1357.
NATIONAL CONVENIENCE STORES INCORPORATED
May 6, 1996
