<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2000
REGISTRATION NO. 333-36496
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
7-ELEVEN, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 75-1085131
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
</TABLE>
2711 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204-2906
(214) 828-7011
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
BRYAN F. SMITH, JR.
GENERAL COUNSEL
7-ELEVEN, INC.
2711 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204-2906
(214) 828-7011
(Name, address and telephone number, including area code, of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
A. WINSTON OXLEY STEPHEN T. GIOVE
VINSON & ELKINS L.L.P. ANDREW B. JANSZKY
3700 TRAMMELL CROW TOWER SHEARMAN & STERLING
2001 ROSS AVENUE 599 LEXINGTON AVENUE
DALLAS, TEXAS 75201 NEW YORK, NEW YORK 10022-6069
(214) 220-7700 (212) 848-4000
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 is being filed solely for the purpose of filing the
underwriting agreement as an exhibit to the Registration Statement (Registration
No. 333-36496). This Amendment No. 2 does not contain copies of the Prospectus
included in the Registration Statement or Part II thereof, which are unchanged
from Amendment No. 1, filed on May 26, 2000.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by 7-Eleven, Inc. (the "Company") in
connection with the registration of the common stock offered hereby are as
follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 61,669
Printing and engraving expenses............................. 400,000
Legal fees and expenses..................................... 200,000
Accounting fees and expenses................................ 200,000
Transfer agent and registrar fees........................... 40,000
Miscellaneous expenses...................................... 98,331
----------
Total..................................................... $1,000,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act permits a corporation
to indemnify certain persons, including officers and directors and former
officers and directors, and to purchase insurance with respect to liability
arising out of their capacity or status as officers and directors. Such law
provides further that the indemnification permitted thereunder will not be
deemed exclusive of any other rights to which officers and directors may be
entitled under the corporation's articles of incorporation, bylaws, any
agreement or otherwise.
Article Twelve of the Company's Second Restated Articles of Incorporation
provides as follows:
The Corporation shall indemnify any person who (i) is or was a director
or officer of this Corporation or (ii) while a director or officer of this
Corporation is or was serving at the request of this Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit
plan, or other enterprise, to the fullest extent that a corporation may or
is required to grant indemnification to a director under the Act. The
Corporation may indemnify any person to such further extent as permitted by
applicable law, such person to be so indemnified in accordance with the
provisions hereof in respect of such person's own negligence.
In addition, Article Nine of the Company's bylaws provides for such
indemnification of officers and directors within the limits set forth in the
Second Restated Articles of Incorporation and applicable provisions of Texas
law.
Article Thirteen of the Company's Second Restated Articles of Incorporation
further includes a provision eliminating the monetary liability of a director to
the Company or its shareholders for an act or omission in the director's
capacity as a director to the fullest extent permitted by Texas law. See
"Description of Capital Stock--Exculpatory Charter Provisions; Liability and
Indemnification of Officers and Directors."
The Company maintains liability insurance for the benefit of its directors
and officers as is customary for corporations in similar industries.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
1.1* Underwriting Agreement.
4.1 Shareholders Agreement dated as of March 5, 1991, among The
Southland Corporation, Ito-Yokado Co., Ltd., IYG Holding
Company, Thompson Brothers, L.P., Thompson Capital
Partners, L.P., The Hayden Company, The Williamsburg
Corporation, Four J Investment, L.P., The Philp Co.,
participants in the Company's Grant Stock Plan who are
signatories thereto and certain limited partners of Thompson
Capital Partners, L.P. who are signatories thereto,
incorporated by reference to Exhibit A of Schedule 13D filed
by Ito-Yokado Co., Ltd., Seven-Eleven Japan Co., Ltd.and IYG
Holding Company.
4.2 First Amendment, dated December 30, 1992, to Shareholders
Agreement, dated as of March 5, 1991, incorporated by
reference to Exhibit 4.(i)(5) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992.
4.3 Second Amendment, dated February 28, 1996, to Shareholders
Agreement, dated as of March 5, 1991, incorporated by
reference to Exhibit 4.(i)(6) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
4.4 Subscription Agreement dated March 1, 2000, between IYG
Holding Company, 7-Eleven, Inc., Ito-Yokado Co., Ltd. and
Seven-Eleven Co., Ltd., incorporated by reference to
Exhibit 4.(i)(5) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999.
4.5 Agreement as to Shares dated March 16, 2000, between
7-Eleven, Inc., Ito-Yokado Co., Ltd. and Seven-Eleven
Co., Ltd., incorporated by reference to Exhibit 4.(i)(6) of
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999.
4.6 Registration Rights Agreement dated March 16, 2000, between
IYG Holding Company, 7-Eleven, Inc., Ito-Yokado Co., Ltd.
and Seven-Eleven Co., Ltd., incorporated by reference to
Exhibit 4.(i)(7) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999.
4.7 Indenture, including Debenture, with Chase Manhattan Trust,
N.A., as successor trustee, providing for 5% First Priority
Senior Subordinated Debentures due December 15, 2003,
incorporated by reference to Exhibit 4.(ii)(2) of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990.
4.8 Indenture, including Debentures, with Bank of New York as
successor trustee, providing for 4 1/2% Second Priority
Senior Subordinated Debentures (Series A) due June 15, 2004
and 4% Second Priority Senior Subordinated Debentures
(Series B) due June 15, 2004, incorporated by reference to
Exhibit 4.(ii)(3) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990.
4.9 Form of 4.5% Convertible Quarterly Income Debt Securities
due 2010, incorporated by reference to Exhibit 4(v)-1 of the
Registrant's Form 8-K, dated November 21, 1995.
4.10 Form of 4.5% Convertible Quarterly Income Debt Securities
due 2013, incorporated by reference to Exhibit 4.(ii)(3) of
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
5.1+ Opinion of Vinson & Elkins L.L.P.
8.1+ Opinion of Vinson & Elkins L.L.P. relating to certain U.S.
Federal Tax Considerations for Non-U.S. Holders of Common
Stock.
15.1+ Letter re Unaudited Interim Financial Information from
PricewaterhouseCoopers LLP, Independent Auditors.
23.1+ Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2+ Consent of Vinson & Elkins L.L.P. (included in
Exhibit 5.1).
24.1+ Power of Attorney (included on signature page).
</TABLE>
------------------------
+ Previously filed.
* Filed herewith.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions in Item 14 above,
or otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director or officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in such act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to the Plan of
Distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on June 21, 2000.
<TABLE>
<S> <C> <C>
7-ELEVEN, INC.
By: /s/ BRYAN F. SMITH, JR.
----------------------------------------
Bryan F. Smith, Jr.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
TITLE DATE
----- ----
<C> <S> <C>
* Chairman of the Board of Directors June 21, 2000
------------------------------------
Masatoshi Ito
* Vice Chairman of the Board of Directors June 21, 2000
------------------------------------
Toshifumi Suzuki
* President, Chief Executive Officer and June 21, 2000
------------------------------------ Director
James W. Keyes
* Vice President, Treasurer and Chief June 21, 2000
------------------------------------ Financial Officer
Ezra Shashoua
* Co-Vice Chairman of the Board of June 21, 2000
------------------------------------ Directors
Clark J. Matthews, II
Director
------------------------------------
Yoshitami Arai
* Senior Vice President and Director June 21, 2000
------------------------------------
Masaaki Asakura
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
TITLE DATE
----- ----
<C> <S> <C>
* Vice President, Chief Accounting June 21, 2000
------------------------------------ Officer, and Controller
Donald E. Thomas
* Director June 21, 2000
------------------------------------
Timothy N. Ashida
* Director June 21, 2000
------------------------------------
Jay W. Chai
* Director June 21, 2000
------------------------------------
Gary J. Fernandes
* Director June 21, 2000
------------------------------------
Masaaki Kamata
* Director June 21, 2000
------------------------------------
Kazuo Otsuka
* Director June 21, 2000
------------------------------------
Asher O. Pacholder
* Director June 21, 2000
------------------------------------
Nobutake Sato
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ BRYAN F. SMITH, JR.
-------------------------------
Bryan F. Smith, Jr.
ATTORNEY-IN-FACT
</TABLE>
S-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
1.1* Underwriting Agreement.
4.1 Shareholders Agreement dated as of March 5, 1991, among The
Southland Corporation, Ito-Yokado Co., Ltd., IYG Holding
Company, Thompson Brothers, L.P., Thompson Capital
Partners, L.P., The Hayden Company, The Williamsburg
Corporation, Four J Investment, L.P., The Philp Co.,
participants in the Company's Grant Stock Plan who are
signatories thereto and certain limited partners of Thompson
Capital Partners, L.P. who are signatories thereto,
incorporated by reference to Exhibit A of Schedule 13D filed
by Ito-Yokado Co., Ltd., Seven-Eleven Japan Co., Ltd.and IYG
Holding Company.
4.2 First Amendment, dated December 30, 1992, to Shareholders
Agreement, dated as of March 5, 1991, incorporated by
reference to Exhibit 4.(i)(5) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992.
4.3 Second Amendment, dated February 28, 1996, to Shareholders
Agreement, dated as of March 5, 1991, incorporated by
reference to Exhibit 4.(i)(6) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
4.4 Subscription Agreement dated March 1, 2000, between IYG
Holding Company, 7-Eleven, Inc., Ito-Yokado Co., Ltd. and
Seven-Eleven Co., Ltd., incorporated by reference to
Exhibit 4.(i)(5) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999.
4.5 Agreement as to Shares dated March 16, 2000, between
7-Eleven, Inc., Ito-Yokado Co., Ltd. and Seven-Eleven
Co., Ltd., incorporated by reference to Exhibit 4.(i)(6) of
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999.
4.6 Registration Rights Agreement dated March 16, 2000, between
IYG Holding Company, 7-Eleven, Inc., Ito-Yokado Co., Ltd.
and Seven-Eleven Co., Ltd., incorporated by reference to
Exhibit 4.(i)(7) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999.
4.7 Indenture, including Debenture, with Chase Manhattan Trust,
N.A., as successor trustee, providing for 5% First Priority
Senior Subordinated Debentures due December 15, 2003,
incorporated by reference to Exhibit 4.(ii)(2) of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990.
4.8 Indenture, including Debentures, with Bank of New York as
successor trustee, providing for 4 1/2% Second Priority
Senior Subordinated Debentures (Series A) due June 15, 2004
and 4% Second Priority Senior Subordinated Debentures
(Series B) due June 15, 2004, incorporated by reference to
Exhibit 4.(ii)(3) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990.
4.9 Form of 4.5% Convertible Quarterly Income Debt Securities
due 2010, incorporated by reference to Exhibit 4(v)-1 of the
Registrant's Form 8-K, dated November 21, 1995.
4.10 Form of 4.5% Convertible Quarterly Income Debt Securities
due 2013, incorporated by reference to Exhibit 4.(ii)(3) of
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
5.1+ Opinion of Vinson & Elkins L.L.P.
8.1+ Opinion of Vinson & Elkins L.L.P. relating to certain U.S.
Federal Tax Considerations for Non-U.S. Holders of Common
Stock.
15.1+ Letter re Unaudited Interim Financial Information from
PricewaterhouseCoopers LLP, Independent Auditors.
23.1+ Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2+ Consent of Vinson & Elkins L.L.P. (included in
Exhibit 5.1).
24.1+ Power of Attorney (included on signature page).
</TABLE>
------------------------
+ Previously filed.
* Filed herewith.
