-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, K3lWLaDPrFDSZdd0cYHyb4mdlcXYO8odjkioEXbjOaHAWpo3GogWT5umzVEaEVmo 7t3yyaSILMb7VrARYbKtmQ== 0000945723-95-000008.txt : 19950615 0000945723-95-000008.hdr.sgml : 19950615 ACCESSION NUMBER: 0000945723-95-000008 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950614 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KASH N KARRY FOOD STORES INC CENTRAL INDEX KEY: 0000842913 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 954161591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25260 FILM NUMBER: 95547113 BUSINESS ADDRESS: STREET 1: 6422 HARNEY RD CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136210276 8-A12G/A 1 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) 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 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 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 EX-5 2 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; 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 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 -----END PRIVACY-ENHANCED MESSAGE-----