SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 8 pages.
(Exhibit Index appears on page 8)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On April 13, 1995, the Board of Directors of
Kash n' Karry Food Stores, Inc. (the "Company") declared a
dividend of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend is payable
on April 27, 1995 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Shares"), of the Company at a price of
$76.00 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of April 13,
1995 (the "Rights Agreement") between the Company and Shawmut
Bank Connecticut, N.A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 25% or
more (or, subject to the terms of the Rights Agreement, more than
29% in the case of Leonard Green & Partners L.P. or any person or
entity which at any time purchases all of the Common Shares owned
Leonard Green & Partners L.P. ("LGP"), which percentage amount
may be reduced pursuant to the Rights Agreement) of the
outstanding Common Shares (an "Acquiring Person") or (ii) 10
business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any person or
group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
25% or more (or, subject to the terms of the Rights Agreement,
more than 29% in the case of LGP, which percentage amount may be
reduced pursuant to the Rights Agreement) of the outstanding
Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of this
Summary of Rights attached thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will
<PAGE>
also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on April 13, 2000 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain
rights or warrants to subscribe for or purchase Preferred Shares
at a price, or securities convertible into Preferred Shares with
a conversion price, less than the then-current market price of
the Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings
or retained earnings or dividends payable in Preferred Shares) or
of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of
each Right are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment of
$1 per share but will be entitled to an aggregate dividend of 100
times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share
but will be entitled to an aggregate payment of 100 times the
payment made per Common Share. Each Preferred Share will have
100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common
Share. These rights are protected by customary antidilution
provisions.
<PAGE>
Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common
Share.
In the event that the Company is acquired in a merger
or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Right.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, the Rights
Agreement provides that proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive (subject to adjustment) upon
exercise that number of Common Shares having a market value of
two times the exercise price of the Right. At any time after any
person or group becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person
or group, which will have become void), in whole or in part, at
an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
The Rights Agreement provides that none of the
Company's directors or officers shall be deemed to beneficially
own any Common Shares owned by any other director or officer
solely by virtue of such persons acting in their capacities as
such, including in connection with the formulation and
publication of the Board of Directors recommendation of its
position, and actions taken in furtherance thereof, with respect
to an acquisition proposal relating to the Company or a tender or
exchange offer for the Common Shares.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.
<PAGE>
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial ownership
of 25% or more (or, subject to the terms of the Rights Agreement,
more than 29% in the case of LGP, which percentage amount may be
reduced pursuant to the Rights Agreement) of the outstanding
Common Shares, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may
be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish.
In addition, if the Company receives a written notice from the
holder or holders of at least 10% of the outstanding Common
Shares directing the Board of Directors to call a vote at the
Company's next annual meeting of stockholders for the purposes of
voting on a resolution authorizing the redemption of all the then
outstanding Rights at the Redemption Price (the "Resolution") and
the written notice complies with certain procedural requirements,
then the Resolution shall be voted on at the next annual meeting
of stockholders. If a majority of the outstanding Common Shares
entitled to vote on the Resolution vote in favor of such
Resolution, then the Rights will be automatically redeemed on the
tenth business day after the results on the vote on the
Resolution are certified as official. Immediately upon any
redemption of the Rights in accordance with this paragraph, the
right to exercise the Rights will terminate and the only right of
the holder of the Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including an amendment to (a) lower certain
thresholds described above (other than the threshold applicable
to LGP) to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding Common
Shares then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons (other than
LGP) and (ii) 10%, (b) fix a Final Expiration Date later than
April 13, 2000 or (c) increase the Purchase Price, except that
from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the Rights
(other than the Acquiring Person and its affiliates and
associates).
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, which is filed as an
exhibit hereto and is incorporated herein by reference.
<PAGE>
As of April 17, 1995 there were 3,100,000 Common Shares
issued and outstanding and no Common Shares held in the Treasury
of the Company. As long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of
Common Stock so that all such shares will have Rights attached.
The Company's Board of Directors has reserved for issuance upon
exercise of the Rights 35,000 Preferred Shares.
Item 2. Exhibits
Exhibit No. Description
(1) Rights Agreement
(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
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned hereunto duly authorized.
KASH N' KARRY FOOD STORES, INC.
Date: April 17, 1995 By: /s/ Raymond P. Springer
---------------------------
Name: Raymond P. Springer
Title: Senior Vice President
<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.
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).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 13, 1995
Kash n' Karry Food Stores, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25260 95-4161591
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
6422 Harney Road, Tampa, Florida 33610
(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (813) 621-0200
_________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 8 Pages.
(Exhibit Index appears on page 8)
<PAGE>
Item 5. Other Events.
On April 13, 1995, the Board of Directors of
Kash n' Karry Food Stores, Inc. (the "Company") declared a
dividend of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend is payable
on April 27, 1995 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Shares"), of the Company at a price of
$76.00 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of April 13,
1995 (the "Rights Agreement") between the Company and Shawmut
Bank Connecticut, N.A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 25% or
more (or, subject to the terms of the Rights Agreement, more than
29% in the case of Leonard Green & Partners L.P. or any person or
entity which at any time purchases all of the Common Shares owned
Leonard Green & Partners L.P. ("LGP"), which percentage amount
may be reduced pursuant to the Rights Agreement) of the
outstanding Common Shares (an "Acquiring Person") or (ii) 10
business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any person or
group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
25% or more (or, subject to the terms of the Rights Agreement,
more than 29% in the case of LGP, which percentage amount may be
reduced pursuant to the Rights Agreement) of the outstanding
Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of this
Summary of Rights attached thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the
<PAGE>
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on April 13, 2000 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain
rights or warrants to subscribe for or purchase Preferred Shares
at a price, or securities convertible into Preferred Shares with
a conversion price, less than the then-current market price of
the Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings
or retained earnings or dividends payable in Preferred Shares) or
of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of
each Right are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment of
$1 per share but will be entitled to an aggregate dividend of 100
times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share
but will be entitled to an aggregate payment of 100 times the
payment made per Common Share. Each Preferred Share will have
100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common
Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the one
<PAGE>
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common
Share.
In the event that the Company is acquired in a merger
or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Right.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, the Rights
Agreement provides that proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive (subject to adjustment) upon
exercise that number of Common Shares having a market value of
two times the exercise price of the Right. At any time after any
person or group becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person
or group, which will have become void), in whole or in part, at
an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
The Rights Agreement provides that none of the
Company's directors or officers shall be deemed to beneficially
own any Common Shares owned by any other director or officer
solely by virtue of such persons acting in their capacities as
such, including in connection with the formulation and
publication of the Board of Directors recommendation of its
position, and actions taken in furtherance thereof, with respect
to an acquisition proposal relating to the Company or a tender or
exchange offer for the Common Shares.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial ownership
<PAGE>
of 25% or more (or, subject to the terms of the Rights Agreement,
more than 29% in the case of LGP, which percentage amount may be
reduced pursuant to the Rights Agreement) of the outstanding
Common Shares, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may
be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish.
In addition, if the Company receives a written notice from the
holder or holders of at least 10% of the outstanding Common
Shares directing the Board of Directors to call a vote at the
Company's next annual meeting of stockholders for the purposes of
voting on a resolution authorizing the redemption of all the then
outstanding Rights at the Redemption Price (the "Resolution") and
the written notice complies with certain procedural requirements,
then the Resolution shall be voted on at the next annual meeting
of stockholders. If a majority of the outstanding Common Shares
entitled to vote on the Resolution vote in favor of such
Resolution, then the Rights will be automatically redeemed on the
tenth business day after the results on the vote on the
Resolution are certified as official. Immediately upon any
redemption of the Rights in accordance with this paragraph, the
right to exercise the Rights will terminate and the only right of
the holder of the Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including an amendment to (a) lower certain
thresholds described above (other than the threshold applicable
to LGP) to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding Common
Shares then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons (other than
LGP) and (ii) 10%, (b) fix a Final Expiration Date later than
April 13, 2000 or (c) increase the Purchase Price, except that
from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the Rights
(other than the Acquiring Person and its affiliates and
associates).
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, which is filed as an
exhibit hereto and incorporated herein by reference.
As of April 17, 1995 there were 3,100,000 Common Shares
issued and outstanding and no Common Shares held in the Treasury
of the Company. As long as the Rights are attached to the Common
<PAGE>
Stock, the Company will issue one Right with each new share of
Common Stock so that all such shares will have Rights attached.
The Company's Board of Directors has reserved for issuance upon
exercise of the Rights 35,000 Preferred Shares.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c)Exhibit No. Description
(1) Rights Agreement
(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) Press Release dated April 13, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
KASH N' KARRY FOOD STORES, INC.
Date: April 17, 1995 By: /s/ Raymond P. Springer
--------------------------
Name: Raymond P. Springer
Title: Senior Vice President
<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.
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. Press Release dated April 13, 1995.
