SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
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 (IRS Employers
or organization) File Number Identification No.)
6422 HARNEY ROAD, TAMPA, FLORIDA 33610
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check the following effectiveness of a concurrent
box. [] registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. []
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>
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The undersigned registrant hereby amends Item 1 of its
Registration on Form 8-A, filed on April 17, 1995, as amended on
April 25, 1995 and June 14, 1995 (as so amended, the "Form 8-A"),
by adding the information set forth below. The registrant also
amends Item 2 of the Form 8-A by adding the Second Amendment to
the Rights Agreement as Exhibit 6.
Item 1. Description of Registrant's Securities to be
Registered.
Second Amendment to the Rights Agreement
On October 31, 1996, Food Lion, Inc., a North Carolina
corporation ("Parent"), KK Acquisition Corp., a Delaware
corporation ("Sub") and a wholly-owned subsidiary of Parent, and
Kash n' Karry Food Stores, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger, dated
as of October 31, 1996 (the "Merger Agreement"), providing, among
other things, for the merger of Sub with and into the Company,
whereupon the Company will become a wholly-owned subsidiary of
Parent.
On October 30, 1996, immediately prior to the execution of
the Merger Agreement, the Company and Fleet National Bank
(successor to Shawmut Bank Connecticut, N.A.), as Rights Agent
(the "Rights Agent") entered into the Second Amendment (the
"Second Amendment") to the Rights Agreement between the Company
and the Rights Agent (the "Rights Agreement") dated as of April
13, 1995 and amended as of June 13, 1996. The Second Amendment
provides, among other things, that (a) neither the Merger
Agreement nor the Stockholders Agreement dated as of October 31,
1996 by and among the Company, Parent, Sub and the stockholders
of the Company signatory thereto (the "Stockholders Agreement"),
nor the consummation of the transactions contemplated thereby,
will cause (i) Parent, Sub or any of their affiliates or
associates to have beneficial ownership of any Shares solely as a
result of any such event, (ii) Parent or Sub or any of their
affiliates or associates to be deemed an "Acquiring Person" under
the Rights Agreement or (iii) the "Shares Acquisition Date" or
the "Distribution Date" under the Rights Agreement to occur upon
any such event, and (b) the "Rights" (each of the above as
defined in the Rights Agreement) will expire immediately prior to
the occurrence of any of certain events, including (i) the
closing of the purchase of Shares pursuant to the exercise of the
Stock Option (as defined in the Stockholders Agreement) and
(ii) the Effective Time (as defined in the Merger Agreement) of
the Merger.
A copy of the Second Amendment is available free of charge
from the Company. This summary description of the Second
Amendment does not purport to be complete and is qualified in its
entirety by reference to the Second Amendment which is attached
hereto as Exhibit 6 and is incorporated herein by reference. <PAGE>
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Item 2. Exhibits
The undersigned registrant hereby amends Item 2 to the Form
by restating Item 2, to read as follows:
Exhibit No. Description
(1) Rights Agreement dated as of April 13, 1995 between
the Company and Shawmut Bank Connecticut, N.A., as
Rights Agent (the "Rights Agreement") (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 Rights Certificate (attached as Exhibit B
to the Rights Agreement).
(4) Summary of Rights to Purchase Preferred Shares
(attached as Exhibit C to the Rights Agreement).
(5) First Amendment to the Rights Agreement dated as of
June 13, 1995 between the Company and Shawmut Bank
Connecticut, N.A., as Rights Agent (previously
filed as Exhibit 5 to the Company's Registration
Statement on Form 8-A/A dated June 14, 1995, which
exhibit is hereby incorporated by reference).
(6) Second Amendment to the Rights Agreement dated as
of October 30, 1996 between the Company and Fleet
National Bank (successor to Shawmut Bank
Connecticut, N.A.), as Rights Agent (filed
herewith)."
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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: November 1, 1996 By: /s/ Ronald E. Johnson
------------------------------
Name: Ronald E. Johnson
Title: Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
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EXHIBIT INDEX
Exhibit Page No.
1. Rights Agreement dated as of April 13, 1995
between the Company and Shawmut Bank
Connecticut, N.A., as Rights Agent (the
"Rights Agreement") (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 Rights Certificate (attached as
Exhibit B to the Rights Agreement).
4. Summary of Rights to Purchase Preferred Shares
(attached as Exhibit C to the Rights
Agreement).
5. First Amendment to the Rights Agreement dated
as of June 13, 1995 between the Company and
Shawmut Bank Connecticut, N.A., as Rights
Agent (previously filed as Exhibit 5 to the
Company's Registration Statement on Form 8-A/A
dated June 14, 1995, which exhibit is hereby
incorporated by reference).
6. Second Amendment to the Rights
Agreement dated as of October 30, 1996
between the Company and Fleet National
Bank (successor to Shawmut Bank
Connecticut, N.A.), as Rights Agent
(filed herewith)."
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of October 30, 1996 (the
"Amendment"), between Kash n' Karry Food Stores, Inc., a Delaware
corporation (the "Company"), and Fleet National Bank (successor
to Shawmut Bank Connecticut, N.A.), as rights agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent are parties
to a Rights Agreement dated as of April 13, 1995 and as amended
as of June 13, 1995 (as so amended, the "Agreement"); and
WHEREAS, pursuant to Section 27 of the Agreement, the
Company and the Rights Agent desire to amend the Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree
as follows:
Section 1. Amendments to Section 1.
(a) The definitions of "Beneficial Owner" and
"beneficially own" are amended by adding the following at the end
thereof:
"Notwithstanding anything contained in this Agreement to the
contrary, neither Parent, Sub, nor any of their Affiliates
or Associates shall be deemed to be the Beneficial Owner of,
nor to beneficially own, any of the Common Shares of the
Company (1) solely by virtue of the approval, execution or
delivery of the Merger Agreement or the execution and
delivery of the Stockholders Agreement or the Proxy or (2)
solely as a result of the undertaking as to the voting of
the Common Shares of the Company described in Section 2 of
the Stockholders Agreement or the granting of or the
exercise of voting rights under the Proxy."
(b) The following definitions are added to Section 1
of the Agreement:
""Sub" shall mean KK Acquisition Corp., a Delaware
corporation."
""Parent" shall mean Food Lion, Inc., a North Carolina
corporation."
""Merger" shall mean the merger of Sub with and into the
Company in accordance with the General Corporation Law of
the State of Delaware upon the terms and subject to the
conditions set forth in the Merger Agreement."
""Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of October 31, 1996, by and among Parent,
<PAGE>
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Sub and the Company, as the same shall be amended from time
to time in accordance with the Merger Agreement."
""Offer" shall mean the tender offer to acquire all the
outstanding Common Shares contemplated by the Merger
Agreement."
""Stockholders Agreement" shall mean the Stockholders
Agreement, dated as of October 31, 1996, by and among
Parent, Sub and the owners of Common Shares that are
signatories thereto, as the same shall be amended from time
to time."
""Proxy" shall mean an Irrevocable Proxy executed and
delivered by the owners of Common Shares to Parent pursuant
to the Stockholders Agreement.
Section 2. Expiration Date.
Section 7(a) of the Agreement is hereby amended by
removing the word "or" immediately prior to the symbol "(iii)"
and by adding to the end thereof in place of the period the
following:
", (iv) immediately prior to the acceptance for payment and
payment for Common Shares pursuant to the Offer, (v)
immediately prior to the closing of the purchase of Common
Shares pursuant to the exercise of the Stock Option (as
defined in the Stockholders Agreement), or (vi) immediately
prior to the Effective Time (as defined in the Merger
Agreement) of the Merger; whereupon the Rights shall
expire."
Section 3. New Section 35.
The following is added as a new Section 35 to the
Agreement:
"Section 35. The Offer and the Merger, etc.
Notwithstanding anything in this Agreement to the
contrary, none of (a) the approval, execution or delivery of the
Merger Agreement or the Stockholders Agreement, (b) the making of
the Offer or the acceptance for payment of Common Shares pursuant
to the Offer or the giving of a Notice (as defined in the
Stockholders Agreement) to exercise the Stock Option or (c) the
exercise of voting rights granted under the Proxy shall cause (i)
Parent or Sub or any of their Affiliates or Associates to be an
Acquiring Person, (ii) a Shares Acquisition Date to occur or
(iii) a Distribution Date to occur in accordance with the terms
hereof, which Distribution Date, if any, shall instead be
indefinitely deferred until such time as the Board of Directors
may otherwise determine."
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Section 4. Severability. If any term, provision,
covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 5. Governing Law. This Amendment shall be
deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State.
Section 6. Counterparts. This Amendment may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and
the same instrument.
Section 7. Effect of Amendment. Except as
expressly modified herein the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed all as of the day and year first
above written.
KASH N' KARRY FOOD STORES, INC.
By: /s/ Ronald E. Johnson
----------------------------
Name: Ronald E. Johnson
Title: Chairman, President
and Chief Executive
Officer
FLEET NATIONAL BANK
By: /s/ Kenneth N. Caesar
----------------------------
Name: Kenneth N. Caesar
Title: Vice President
