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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): October 30, 1995
DAIRY MART CONVENIENCE STORES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12497 04-2497894
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification
Number)
One Vision Drive, Enfield, Connecticut 06082
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 741-4444
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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The Company issued a press release on October 30, 1995 announcing,
among other things, that it had entered into an agreement with Charles Nirenberg
and certain of his affiliates pursuant to which the Company agreed to purchase
from Mr. Nirenberg and such affiliates, subject to certain conditions, all of
their interests in D.M. Associates Limited Partnership. In addition, in order
for there to be time for the Company to seek to complete the purchase which is
scheduled to take place prior to November 30, 1995, the Company also announced
an adjournment of its annual meeting of shareholders from October 31, 1995 to
November 30, 1995.
The press release also stated that the Company had been notified that
the holders of a majority of the outstanding principal amount of the Company's
$75,000,000 Senior Subordinated Notes due 2004 (the "Notes") had instructed the
Trustee under the Indenture relating to the Notes to issue a notice of default
to the Company, which such notice of default had not yet been received by the
Company. The default is alleged to have occurred due to the Company's failure to
timely notify the trustee of a Change of Control of the Company (as defined in
the Indenture) and the Company's failure to offer to redeem the Notes in
accordance with the terms of the Indenture. The press release stated, however,
that the Company does not acknowledge that a Change of Control has occurred. A
copy of the press release is attached and filed as Exhibit 99.1 to this Form 8-K
and is incorporated herein by reference as though fully set forth herein.
Item 7. Exhibits
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The following exhibits are filed as part of this report on Form 8-K
pursuant to Item 601 of Regulation S-K:
Exhibit 99.1 - Press Release dated October 30, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Dairy Mart Convenience Stores, Inc. has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
DAIRY MART CONVENIENCE
Date: October 31, 1995 STORES, INC.
By: /s/ Gregory G. Landry
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Gregory G. Landry
Its Executive Vice
President and Chief
Financial Officer
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Exhibit 99.1
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Press Release dated October 30, 1995
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FOR IMMEDIATE RELEASE
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October 30, 1995
DAIRY MART ANNOUNCES PURCHASE OF NIRENBERG INTERESTS
AND POSTPONEMENT OF ANNUAL MEETING OF SHAREHOLDERS
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Dairy Mart Convenience Stores, Inc. (NASDAQ - DMCVA & DMCVB) announced
today that it has entered into an agreement with Charles Nirenberg and certain
of his affiliates, pursuant to which the Company has agreed to purchase from Mr.
Nirenberg and such affiliates, all of their interests in D.M. Associates Limited
Partnership (and in the general partners of D.M. Associates). The economic terms
of the transaction were not disclosed. D.M. Associates owns and would continue
to own, following the proposed transaction, a majority of Company's outstanding
Class B Common Stock.
The agreement with Mr. Nirenberg is conditioned upon, among other
things, the Company obtaining financing on terms acceptable to the Company, the
Company obtaining consents and waivers to the transaction from its senior bank
lenders and from the holders of its Senior Subordinated Notes due 2004, and the
transaction being completed prior to the time of the annual meeting of the
Company's shareholders. Accordingly, in order for there to be time for the
Company to seek to complete the transaction, the Company also announced an
adjournment of its annual meeting of shareholders from October 31, 1995 to
November 30, 1995.
Mr. Nirenberg will return to the Company as its Chairman of the Board
of Directors until the transaction is completed, which is scheduled to take
place prior to November 30, 1995. If
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the transaction is not completed by November 30, Mr. Nirenberg would retain his
rights to vote his shares at the November 30, 1995 meeting.
Mr. Nirenberg and Robert B. Stein, Jr., the Company's President,
commented: "Each of us respectively believes that entering into the agreement is
in the best interests of the Company, its employees, shareholders and
noteholders."
Prior to the execution of the agreement with Mr. Nirenberg, the
Company had been notified that the holders of a majority of the outstanding
principal amount of the Company's $75 million Senior Subordinated Notes due 2004
had instructed the Trustee under the Indenture relating to the Notes to issue a
notice of default to the Company. As of this date, the Company has not yet
received such notice. The default is alleged to have occurred due to the
Company's failure to timely notify the Trustee of the occurrence of a Change of
Control of the Company, as defined in the Indenture, and the Company's
subsequent failure to offer to redeem the Notes for 101% of their principal
amount as a result of such alleged Change of Control. The Noteholders have
instructed the Trustee to advise the Company to notify the Trustee and the
Noteholders of any Change of Control that has occurred since the Notes were
issued and also to offer to promptly redeem the Notes in accordance with the
terms of the Indenture. If the Company does not comply with the instructions of
the Trustee within 30 days of a notice of default when received, then the
Trustee and the Noteholders may pursue such rights and remedies as may be
available to them under the Notes, the Indenture, or applicable law.
The Company does not acknowledge that a Change of Control has
occurred. Further, the Company is uncertain whether the claim of the Noteholders
will be determined to be valid. If
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it is determined that a Change of Control has occurred, and if the Company is
determined to be obligated to redeem the Notes, the Company does not currently
have financing available to fund such redemption.
Gregory G. Landry, the Company's Executive Vice President and Chief
Financial Officer, commented that, "It is important for the Company to resolve
this matter without having to redeem the Notes or to seek alternate financing at
this time." The Company intends to begin negotiations immediately with the
Noteholders and its senior lenders to seek the required waivers and consents to
the proposed transaction with Mr. Nirenberg and to secure such other waivers,
consents or amendments to the indenture necessary to resolve any alleged event
of default. Mr. Landry continued, "Although the dispute and the action of the
Noteholders has been a distraction, the Company has performed well and continues
to maintain a strong liquidity position. I am optimistic that the Company can
secure the financing to purchase Mr. Nirenberg's interest; in fact, in
anticipation of entering into the Agreement with Mr. Nirenberg, the Company is
now in the advance stages of negotiations with an investor group to provide such
financing within the time allotted. Further, I am also optimistic that the
Company can secure the necessary waivers and consents from the Company's
lenders, although there can be no assurance of our ability to do so."
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For further information, contact:
Gregory G. Landry
Executive Vice President
Chief Financial Officer
203-741-4516
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