-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JkKwz8C4u04g2zAniZEOKdT7K+7R+9st0mLH2d7TZ+QxWPdFrlXL2vdWa7sTzC0m OtC35aHWhJqR3uMu3bFZNg== 0000909518-06-000980.txt : 20061102 0000909518-06-000980.hdr.sgml : 20061102 20061102145805 ACCESSION NUMBER: 0000909518-06-000980 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Susser Holdings CORP CENTRAL INDEX KEY: 0001361709 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 010864257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82148 FILM NUMBER: 061182310 BUSINESS ADDRESS: STREET 1: 4433 BALDWIN BOULEVARD CITY: CORPUS CHRISTI STATE: TX ZIP: 78408 BUSINESS PHONE: 361-884-2463 MAIL ADDRESS: STREET 1: 4433 BALDWIN BOULEVARD CITY: CORPUS CHRISTI STATE: TX ZIP: 78408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Susser Sam L CENTRAL INDEX KEY: 0001370420 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 361-693-3622 MAIL ADDRESS: STREET 1: 4433 BALDWIN BLVD. CITY: CORPUS CHRISTI STATE: TX ZIP: 78408 SC 13D 1 mm11-0206_suss13d.txt SAM L. SUSSER 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) SUSSER HOLDINGS CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE 869233 10 6 - ------------------------------ -------------- (Title of class of securities) (CUSIP number) SAM L. SUSSER 4433 BALDWIN BOULEVARD CORPUS CHRISTI, TX 78408 (361) 884-2463 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) OCTOBER 24, 2006 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. ================================================================================ - ------------------------- ------------------- CUSIP No. 869233 10 6 13D Page 2 - ------------------------- -------------------
- -------------- --------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Sam L. Susser I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - -------------- --------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - -------------- --------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- --------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: OO - -------------- --------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------- --------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Citizen of the United States - -------------- --------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 2,270,630 SHARES -------- ------------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY -------- ------------------------------------------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: 2,270,630 REPORTING -------- ------------------------------------------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------- --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,270,630 - -------------- --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.5% - -------------- --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - -------------- --------------------------------------------------------------------------------------------------------------------- ====================================================================================================================================
Item 1. Security and Issuer. -------------------- The title and class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.01 par value per share (the "Common Stock"), of Susser Holdings Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 4433 Baldwin Boulevard, Corpus Christi, Texas 78408. Item 2. Identity and Background. ------------------------ (a) This statement is filed by Sam L. Susser (the "Reporting Person"). Certain shares of Common Stock reported herein by the Reporting Person are held of record by the Susser Family Grantor Retained Annuity Trust No. 3 (the "Trust") of which Mr. Susser is the sole trustee. (b) The business address of the Reporting Person is 4433 Baldwin Boulevard, Corpus Christi, Texas 78408. (c) Sam L. Susser is the President and Chief Executive Officer of the Issuer. The principal business activity of Sam L. Susser is managing the Issuer. The Trust is a privately held family personal investment trust of which Sam L. Susser is the trustee and sole beneficiary until September 28, 2009. (d) During the last five years neither Sam L. Susser nor the Trust has been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Sam L. Susser nor the Trust has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Sam L. Susser is a United States citizen. The Trust is a trust formed under the laws of the State of Texas. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Prior to December 21, 2005, Sam L. Susser owned 145,473 common units and 19,572.14 series C preferred units of Susser Holdings, L.L.C., a Delaware limited liability company ("Susser Holdings") and the Trust owned 1,038,278.24 common units of Susser Holdings. In connection with that certain merger agreement dated December 21, 2005, by and among Susser Holdings, Stripes Holdings LLC ("Stripes Holdings") and Stripes Acquisition LLC, Sam L. Susser and the Trust exchanged their respective units of Susser Holdings for 360,199 class B units and 3,000,000 class A units of Stripes Holdings LLC, respectively. Immediately prior to the Issuer's initial public offering of its Common Stock, Stripes Holdings entered into a plan of merger where by, each holder of class A units received 0.718339 shares of Common Stock for each class A unit held by them, and each holder of class B units received 0.130104 shares of restricted Common Stock for each class B unit held by them. In connection with these corporate formation transactions, Sam L. Susser received 46,863 3 shares of Common Stock and the Trust received 2,155,017 shares of Common Stock. Sam L. Susser has sole voting and dispositive power with respect to the shares of Common Stock held by the Trust. On October 24, 2006, the Issuer completed its initial public offering and the Issuer's Common Stock was registered under Section 12(g) of the Act concurrently therewith. In connection with the initial public offering, the Trust purchased 68,750 shares of Common Stock through the Issuer's reserved share program. Item 4. Purpose of Transaction. ----------------------- The shares of Common Stock received by the Reporting Person described in Item 3 of this Schedule 13D were acquired as a result of the merger of Stripes Holdings and a subsidiary of the Issuer. Mr. Susser is a board of directors member and the President and Chief Executive Officer of the Issuer and, through the relationships described in Item 5 hereof, is deemed to beneficially own approximately 13.5% of the Common Stock. Except as otherwise set forth in this Item 4 or in Item 6, the Reporting Person does not, as of the date hereof, have any plans or proposals which relate to or would result in the following (although the Reporting Person reserves the right to develop such plans): (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors, except that the Reporting Person intends to elect an additional individual to the board of directors in order to comply with certain independence requirements to which the Issuer's board of directors is subject; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment issuer, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Issuer Act of 1940; (vii) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; 4 (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) The responses of Sam L. Susser to Rows (11) through (13) of the cover page of this Schedule 13D are incorporated herein by reference. As of October 24, 2006, Sam L. Susser beneficially owned 2,270,630 shares of Common Stock, representing approximately 13.5% of the outstanding Common Stock (the outstanding Common Stock, 16,824,162 shares, being based on the number of shares outstanding as of October 24, 2006 immediately following the initial public offering of Common Stock of the Issuer). Of the total shares of Common Stock beneficially owned by Sam L. Susser, (i) 46,863 shares are subject to vesting and forfeiture restrictions, (ii) 46,863 shares are held of record by Sam L. Susser and (iii) 2,223,767 shares are held of record by the Trust. (b) The responses of the Reporting Person to (i) Rows (7) through (10) of the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. (c) During the past sixty days, the Reporting Person effected the following transactions in the Common Stock:
Date of Amount of Price per Where and Transaction Securities Share How Effected ----------- ---------- ----- ------------ Sam L. Susser October 24, 46,863 N/A* conversion in connection with the 2006 corporation formation transactions Susser Family Grantor October 24, 2,223,767 N/A* conversion in connection with the Retained Annuity Trust 2006 corporation formation transactions No. 3 Susser Family Grantor October 24, 68,750 $16.50 purchased through the Issuer's Retained Annuity Trust 2006 reserved share program in No. 3 connection with the Issuer's initial public offering
----------------------------- * These shares of Common Stock were issued in exchange for previously outstanding class A units and class B units of Stripes Holdings. (d) Not applicable. (e) Not applicable. 5 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ------------------------------------------------------------- Sam L. Susser has entered into an agreement, dated as of October 18, 2006 (the "Lock Up Agreement"), with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), J.P. Morgan Securities Inc., Jefferies & Company, Inc and Morgan Keegan & Company, Inc. where by Sam L. Susser agreed that during a period of 365 days from October 18, 2006, he will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Issuer's Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by him or with respect to which the has or hereafter acquires the power of disposition, or request that the Issuer file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that the foregoing restrictions will not apply to transfers of such securities (A) as a bona fide gift, provided that each donee thereof agrees to be bound in writing by the restrictions set forth in the Lock Up Agreement, or (B) to any trust or other entity formed for the direct or indirect benefit of Sam L. Susser or his immediate family, provided that the trustee of the trust or authorized representative of such other entity, as applicable, agrees to be bound in writing by the restrictions set forth in the Lock UP Agreement. The description contained in this Item 6 of the Lock Up Agreement is qualified in its entirety by reference to the full text of the Lock Up agreement which is incorporated by reference here in and filed as Exhibit 99.1 hereto. Item 7. Materials to be Filed as Exhibits. --------------------------------- Exhibit 99.1 - Agreement, dated as of October 18, 2006 by and among Sam L. Susser, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Jefferies & Company, Inc and Morgan Keegan & Company, Inc. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SAM L. SUSSER By: /s/ Sam L. Susser ----------------------- Name: Sam L. Susser Date: November 2, 2006 7 EXHIBIT INDEX Exhibit No. - ----------- Exhibit 99.1 Agreement, dated as of October 18, 2006 by and among Sam L. Susser, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Jefferies & Company, Inc and Morgan Keegan & Company, Inc. 8 EX-99 2 mm11-0206_suss13de991.txt 99.1 - SAM L. SUSSER AGREEMENT EXHIBIT 99.1 ------------ October 18, 2006 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. Jefferies & Company, Inc. Morgan Keegan & Company, Inc. As Representatives of the several Underwriters c/o Merrill Lynch & Co Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Re: Proposed Public Offering by Susser Holdings Corporation ------------------------------------------------------- Dear Sirs: The undersigned, a stockholder, officer, director and/or employee of Susser Holdings Corporation, a Delaware corporation (the "Company"), or Stripes Holdings LLC, or their respective Subsidiaries, understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), J.P. Morgan Securities Inc. ("J.P. Morgan"), Jefferies & Company, Inc ("Jefferies") and Morgan Keegan & Company, Inc. ("Morgan Keegan") propose to enter into a Purchase Agreement (the "Purchase Agreement") with the Company providing for the public offering of shares (the "Securities") of the Company's common stock, par value $0.01 per share (the "Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer, director and/or employee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 365 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or request that the Company file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the "Lock-Up Securities") or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that the foregoing restrictions will not apply to transfers of the Lock-Up Securities (A) as a bona fide gift, provided that each donee thereof agrees to be bound in writing by the restrictions set forth herein, or (B) to any trust or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust or authorized representative of such other entity, as applicable, agrees to be bound in writing by the restrictions set forth herein. Notwithstanding the foregoing, if: (1) during the last 17 days of the 365-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 365-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 365-day lock-up period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch waives, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the 365-day lock-up period pursuant to the previous paragraph will be delivered by Merrill Lynch to the Company (in accordance with Section 13 of the Purchase Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 365-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 365-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired. [The remainder of this page is intentionally left blank.] The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. Very truly yours, Signature: /s/ Sam L. Susser ------------------------------- Print Name: Sam L. Susser ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----