SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Kash n' Karry Food Stores, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-25260 95-4161591
(State of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
6422 Harney Road, Tampa, Florida 33610
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act: None
Title of each class Name of each exchange on which
to be so registered: each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
Page 1 of 7 pages.
(Exhibit Index appears on page 4)<PAGE>
Item 2. Exhibits
The undersigned registrant hereby amends its Form 8-A filed on
April 17, 1995, as amended on April 25, 1995, by restating Item 2,
as follows, to add a new exhibit consisting of the First Amendment
to Rights Agreement dated as of June 13, 1995:
"Item 2. Exhibits
Exhibit No. Description
(1) Rights Agreement ("Rights Agreement")
dated as of April 13, 1995 between the
Company and Shawmut Bank Connecticut,
N.A., as Rights Agent (previously filed
as Exhibit 1 to the Company's
Registration Statement on Form 8-A/A
dated April 25, 1995, which exhibit is
hereby incorporated by reference).
(2) Form of Certificate of Designations
(included in Exhibit A to the Rights
Agreement).
(3) Form of Rights Certificate (included in
Exhibit B to the Rights Agreement).
(4) Summary of Rights to Purchase Preferred
Shares (included in Exhibit C to the
Rights Agreement).
(5) First Amendment to Rights Agreement dated
as of June 13, 1995 between the Company
and Shawmut Bank Connecticut, N.A., as
Rights Agent (filed herewith)."
2<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to the registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
KASH N' KARRY FOOD STORES, INC.
Date: June 14, 1995 By: /s. R.P. Springer
-------------------------------
Name: R.P. Springer
Title: Senior Vice President
Chief Financial Officer
3<PAGE>
EXHIBIT INDEX
Exhibit Page No.
1. Rights Agreement ("Rights Agreement") dated
as of April 13, 1995 between the Company and
Shawmut Bank Connecticut, N.A., as Rights
Agent (previously filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A/A
dated April 25, 1995, which exhibit is hereby
incorporated by reference).
2. Form of Certificate of Designations with
respect to Series A Junior Participating
Preferred Stock (attached as Exhibit A to the
Rights Agreement).
3. Form of Right Certificate (attached as Exhib-
it B to the Rights Agreement). Pursuant to
the Rights Agreement, printed Right Certifi-
cates will not be mailed until the Distribu-
tion Date (as defined in the Rights Agree-
ment).
4. Summary of Rights to Purchase Preferred
Shares (attached as Exhibit C to the Rights
Agreement).
5. First Amendment to Rights Agreement dated as 5
of June 13, 1995 between the Company and
Shawmut Bank Connecticut, N.A., as Rights
Agent (filed herewith).
4
FIRST AMENDMENT TO THE EXHIBIT
5
RIGHTS AGREEMENT (Conformed
Copy)
THIS FIRST AMENDMENT to the Rights Agreement dated as of
April 13, 1995 (the "Rights Agreement") between and among KASH N'
KARRY FOOD STORES, INC., a Delaware corporation (the "Company"),
and SHAWMUT BANK CONNECTICUT, N.A., as Rights Agent (the "Rights
Agent"), is entered into this 13th day of June, 1995. Capitalized
terms not otherwise defined herein shall have the meanings ascribed
thereto in the Rights Agreement.
WHEREAS, the Board of Directors of the Company has
authorized and declared a dividend of one preferred share purchase
right (a "Right") for each Common Share of the Company outstanding
at the Close of Business on April 27, 1995 (the "Record Date"),
each Right representing the right to purchase one one-hundredth of
a Preferred Share, upon the terms and subject to the conditions set
forth in the Rights Agreement, and has further authorized and
directed the issuance of one Right with respect to each Common
Share that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date;
WHEREAS, the Company reserved the right from time to time
to supplement or amend the Rights Agreement without the approval of
any holders of Right Certificates in such manner as the Company may
deem necessary or desirable, subject to certain limitations
applicable from and after such time as any Person becomes an
Acquiring Person;<PAGE>
WHEREAS, as of the date hereof, no Person has become an
Acquiring Person; and
WHEREAS, the Company desires to amend Section 1(i) of the
Rights Agreement to clarify the definition of the term "LGP;"
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:
1. Amendment. Section 1(i) of the Rights Agreement is
hereby amended and restated in its entirety as follows:
(i) "LGP" shall mean Leonard Green & Partners L.P.,
a limited partnership, and its Affiliates and Associates;
provided that if LGP transfers to any Person beneficial
ownership of all Common Shares then owned by LGP, then
"LGP" shall mean such Person, and any other Person who
may subsequently acquire all such shares, and such
Person's Affiliates and Associates.
2. Incorporation. This First Amendment is hereby
incorporated into and made a part of the Rights Agreement as if
fully set forth therein. Except as modified herein, the Rights
Agreement remains in full force and effect. In the event of any
conflict between the provisions of the Rights Agreement and the
provisions of this First Amendment, the provisions of this First
Amendment shall govern.
2<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested, all as of the day and
year first above written.
KASH N' KARRY FOOD STORES, INC.
Attest:
By:/s/ Raymond P. Springer By:/s/ Ronald E. Johnson
------------------------ ---------------------------------
RAYMOND P. SPRINGER RONALD E. JOHNSON
Title: Secretary Title: Chairman of the Board,
Chief Executive Officer
and President
SHAWMUT BANK CONNECTICUT, N.A.
Attest:
By: /s/ Joseph E. Fortuna By: /s/ Rockwell Spaulding
------------------------ --------------------------------
Name: Name:
Title: Assistant Corporate Title: Vice President
Trust Administrator
3
