Statistiques de base
CIK | 1562039 |
SEC Filings
SEC Filings (Chronological Order)
July 11, 2017 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35743 CST Brands, Inc. (Exact name of registrant as specified in |
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July 11, 2017 |
15-15D 1 d414036d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-191165 CST Brands, Inc. (Exact name of |
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June 29, 2017 |
CST Brands AMENDMENT NO. 2 TO FORM S-8 S-8 POS 1 d416581ds8pos.htm AMENDMENT NO. 2 TO FORM S-8 As filed with the Securities and Exchange Commission on June 29, 2017 Registration No. 333-208269 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CST Brands, Inc. (Exact name of registrant as specified in its charter) Del |
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June 29, 2017 |
CST Brands AMENDMENT NO. 1 TO FORM S-8 Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on June 29, 2017 Registration No. 333-188392 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 46-1365950 (State or o |
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June 29, 2017 |
CST / CST Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CST Brands, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 12646R105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive |
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June 28, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO S |
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June 28, 2017 |
AMENDED AND RESTATED CST BRANDS, INC. (Effective as of June 28, 2017) ARTICLE 1 EX-3.2 3 exhibit32amendedandrestate.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC. (Effective as of June 28, 2017) ARTICLE 1 Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors fr |
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June 28, 2017 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CST BRANDS, INC. Exhibit Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CST BRANDS, INC. FIRST. The name of the corporation is CST Brands, Inc. (the " Corporation "). SECOND. The address of the Corporation's registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered |
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June 28, 2017 |
8-K 1 projectcometclosing.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2017 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of i |
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June 28, 2017 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 10, 2017, pursuant to the provisions of Rule 12d2-2 (a). |
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June 8, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2017 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission |
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May 9, 2017 |
CST / CST Brands, Inc. 10-Q (Quarterly Report) 10-Q 1 cstq12017form10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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May 8, 2017 |
CST Brands, Inc. Reports First Quarter 2017 Results Exhibit CST Brands, Inc. Reports First Quarter 2017 Results ? First Quarter Highlights: ? First Quarter 2017 Net Income of $3 million , or $ 0.04 per diluted share. Excluding certain merger-related items discussed below, Net Income was $12 million or $0.15 per diluted share ? Canadian Merchandise and Services Gross Profit increased 11% with Same Store Merchandise and Services Sales Per Site Per Da |
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May 8, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 cst20171qform8-kearningsre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2017 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction |
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February 28, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 cst20164qform8-kearningsre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2017 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisd |
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February 28, 2017 |
CST Brands, Inc. Reports Fourth Quarter and Year-End 2016 Results Exhibit CST Brands, Inc. Reports Fourth Quarter and Year-End 2016 Results ? Fourth Quarter Highlights: ? Fourth Quarter 2016 Net Income of $18 million , or $0.23 per diluted share ? U.S. and Canadian Merchandise and Services Gross Profit increased 19% and 5%, respectively ? Core Same Store Merchandise and Services Gross Margin Percent in the U.S. increased by 60 basis points in the Fourth Quarter |
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February 28, 2017 |
CST Brands 10-K (Annual Report) 10-K 1 cstq42016form10k.htm 10-K FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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February 28, 2017 |
RESTRICTED STOCK UNIT AWARD AGREEMENT Employee Restricted Stock Unit Award (US) Exhibit 10.31 RESTRICTED STOCK UNIT AWARD AGREEMENT Employee Restricted Stock Unit Award (US) This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, an Employee of the Company or one of its affiliates (“Participant”), who agree as follows: 1.Introduction. Pursuant to the CST Brands, Inc. Amended an |
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February 28, 2017 |
RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee Director Restricted Stock Unit Award (US) EX-10.32 4 exhibit1032rsuawardagreeme.htm EXHIBIT 10.32 Exhibit 10.32 RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee Director Restricted Stock Unit Award (US) This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”), |
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February 28, 2017 |
Exhibit 10.24 Separation Agreement This Separation Agreement (the “Agreement”) is entered into between CST Brands, Inc. (“CST” or “Company”) and , of CST (“” or “Executive”) effective as of the 1st day of March, 2016 (the “Effective Date”). 1) Purpose. The purpose of this Separation Agreement (this “Agreement”) is to retain the services of and to reinforce and encourage the continuing attention, d |
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February 28, 2017 |
EX-21.1 5 exhibit211-cstlistofsubsid.htm EXHIBIT 21.1 Exhibit 21.1 CST RETAIL ENTITIES NAME OF ENTITY JURISDICTION AUTOTRONIC SYSTEMS, INC. Delaware BACON GROCERY COMPANY, LLC Georgia BIG DIAMOND NUMBER 1, LLC (formerly known as Big Diamond Number 1, Inc.) Texas BIG DIAMOND, LLC (formerly known as Big Diamond, Inc.) Texas CAPITAL SPECIALTY OF TEXAS INSURANCE COMPANY Texas CAPL HOLDING, INC. Delawa |
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February 10, 2017 |
CST / CST Brands, Inc. / VANGUARD GROUP INC Passive Investment cstbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: CST Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 12646R105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to desig |
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December 22, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commis |
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November 16, 2016 |
CST BRANDS, INC. ANNOUNCES STOCKHOLDERS APPROVE MERGER WITH ALIMENTATION COUCHE-TARD INC. Exhibit Exhibit 99.1 CST BRANDS, INC. ANNOUNCES STOCKHOLDERS APPROVE MERGER WITH ALIMENTATION COUCHE-TARD INC. SAN ANTONIO, November 16, 2016 ?? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today announced that its stockholders approved the previously announced merger agreement with a U.S. subsidiary of Alimenta |
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November 16, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commis |
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November 8, 2016 |
CST Brands 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 |
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November 7, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commiss |
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November 7, 2016 |
CST Brands, Inc. Reports Third Quarter 2016 Results Exhibit CST Brands, Inc. Reports Third Quarter 2016 Results ? Third Quarter 2016 Net Income of $260 million , or $3.41 per diluted share compared to the Third Quarter 2015 Net Income of $85 million or $1.12 per diluted share. Excluding certain items discussed below from the Third Quarter of 2016 and the gain from the Company's sale of its California and Wyoming convenience stores, earnings per dil |
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October 18, 2016 |
8-K 1 cst2016form8-kseptember201.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdi |
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October 18, 2016 |
CST Brands 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commiss |
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October 11, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC. |
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October 11, 2016 |
CST Brands DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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September 19, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commi |
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September 16, 2016 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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September 6, 2016 |
CST / CST Brands, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CST Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12646R105 (CUSIP Number) August 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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August 29, 2016 |
CST / CST Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CST Brands, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 12646R105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive |
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August 25, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC. |
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August 25, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC. |
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August 23, 2016 |
EX-2.1 2 d246774dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. and CST BRANDS, INC. Dated as of August 21, 2016 Table of Contents Page ARTICLE 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the |
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August 23, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fi |
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August 23, 2016 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (this ?Guaranty?) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (?Guarantor?), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (? |
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August 23, 2016 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (this ?Guaranty?) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (?Guarantor?), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (? |
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August 23, 2016 |
DEFA14A 1 d246774d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of inco |
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August 23, 2016 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. and CST BRANDS, INC. Dated as of August 21, 2016 Table of Contents Page ARTICLE 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviving Corporation 2 Se |
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August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC. |
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August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC. |
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August 22, 2016 |
DEFA14A 1 d64239ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14 |
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August 22, 2016 |
DEFA14A 1 d64239ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14 |
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August 22, 2016 |
EX-99.1 2 d246010dex991.htm EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Signifi |
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August 22, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 d246010d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorpor |
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August 22, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 d246010d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorpor |
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August 22, 2016 |
EX-99.1 2 d246010dex991.htm EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Signifi |
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August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N |
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August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N |
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August 22, 2016 |
EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Significant Presence in San Antonio |
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August 22, 2016 |
EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Significant Presence in San Antonio |
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August 16, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commissi |
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August 5, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 cst20162qform8-kearningsre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdict |
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August 5, 2016 |
EX-99.2 3 a2q16earningscallpptcst.htm EXHIBIT 99.2 2Q16 Earnings Call August 5, 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, |
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August 5, 2016 |
CST Brands, Inc. Reports Second Quarter 2016 Results Exhibit CST Brands, Inc. Reports Second Quarter 2016 Results ? Second Quarter 2016 Net Income of $27 million , or $0.36 per diluted share; an increase of 8% and 13% in net income and earnings per diluted share, respectively, over the Second Quarter 2015 Net Income of $25 million or $0.32 per diluted share. Excluding special items from the Second Quarter of 2016 and 2015, earnings per diluted share |
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August 5, 2016 |
CST BRANDS, INC. FORM OF MARKET SHARE UNITS AWARD AGREEMENT Exhibit 10.2 CST BRANDS, INC. FORM OF MARKET SHARE UNITS AWARD AGREEMENT Target No. of Market Share Units: This Agreement (including its Exhibits, the "Agreement") is made by and between CST Brands, Inc., a Delaware corporation (the “Company”), and (the “Participant”) with an effective date of March , 2016 (“Date of Grant”). RECITALS A. The Board of Directors of the Company (the “Board”) has adopt |
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August 5, 2016 |
Exhibit 10.1 Execution Version ASSET PURCHASE AGREEMENT by and among CST CALIFORNIA STATIONS, INC. and CST SERVICES LLC as Sellers, and 7-ELEVEN, INC. and SEI FUEL SERVICES, INC. as Buyers Dated as of May 3, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .................................................................................................................... 1 Section 1.1Definitions |
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August 4, 2016 |
CST Brands 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST B |
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July 18, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission |
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July 8, 2016 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb |
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July 8, 2016 |
CST Brands completes the sale of California and Wyoming stores EX-99.1 2 exhibit991-closingonsaleof.htm EXHIBIT 99.1 CST Brands completes the sale of California and Wyoming stores San Antonio, Texas, July 7, 2016 - CST Brands (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, announced today the closing of the previously announced sale of all 79 stores in the California and Wyoming markets to 7-Eleven, Inc. and its wholly-owned subsid |
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June 16, 2016 |
8-K 1 cst2016form8-kmay2016fuelm.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti |
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June 16, 2016 |
11-K 1 a2015form11-k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION |
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June 13, 2016 |
Submission of Matters to a Vote of Security Holders 8-K 1 cstbrandsinc8kxannualmeet.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction |
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June 9, 2016 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, June 8, 2016 ? CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on July 15, 2016 to holders of record at the close of business on June 30, 2016. About CST Br |
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June 9, 2016 |
8-K 1 item502ofform8-kofficerch.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2016 CST Brands, Inc. (Exact name of registrant specified in its charter) Delaware 001-35743 46-1365950 (State or Other Jurisdiction (C |
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June 9, 2016 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J. |
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June 7, 2016 |
CST / CST Brands, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CST Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12646R105 (CUSIP Number) May 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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June 6, 2016 |
CST Brands 10-K/A (Annual Report) Document FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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June 6, 2016 |
CORRESP 1 filename1.htm June 6, 2016 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: William H. Thompson, Accounting Branch Chief Re: CST Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 19, 2016 File No. 1-35743 Dear Mr. Thompson: Set forth below are the responses of CST Brands, Inc. (the “Company |
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June 2, 2016 |
CST / CST Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CST Brands, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 12646R105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commun |
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May 23, 2016 |
8-K 1 cst2016form8-kapril2016fue.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdictio |
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May 10, 2016 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J. |
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May 6, 2016 |
CST Brands enters into definitive agreement with 7-Eleven to sell California and Wyoming stores CST Brands enters into definitive agreement with 7-Eleven to sell California and Wyoming stores San Antonio, Texas, May 5, 2016 –– CST Brands, Inc. |
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May 6, 2016 |
8-K 1 cst2016form8-ksaleofcalifo.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction |
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May 6, 2016 |
EX-99.2 3 a1q16earningscallpptcst0.htm EXHIBIT 99.2 1Q16 Earnings Call May 6, 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, a |
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May 6, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 cst20161qform8-kearningsre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction |
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May 6, 2016 |
CST Brands, Inc. Reports First Quarter 2016 Results Exhibit CST Brands, Inc. Reports First Quarter 2016 Results San Antonio, Texas, May 6, 2016 ? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today reported financial results for the first quarter ended March 31, 2016 . ?We had a strong first quarter led by impressive improvements in retail merchandise sales and gr |
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May 6, 2016 |
CST Brands 10-Q (Quarterly Report) 10-Q 1 cstq12016form10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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April 29, 2016 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Def |
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April 29, 2016 |
DEFA14A 1 d125798ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rul |
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April 28, 2016 |
EX-24.1 6 exhibit241-powerofattorney.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Rocky B. Dewbre and Thomas W. Dickson each hereby constitutes and appoints Kimberly S. Lubel and Clayton E. Killinger, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities |
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April 28, 2016 |
CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective June 9, 2016 EX-4.3 2 exhibit43-cstesppplandocum.htm CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Exhibit 4.3 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective June 9, 2016 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Table of Contents ARTICLE I PURPOSE AND TERM........................................................................................................4 SECTION 1.1 PURPOSE.................. |
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April 28, 2016 |
S-8 POS As filed with the Securities and Exchange Commission on April 28, 2016 Registration No. |
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April 25, 2016 |
CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va |
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April 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu |
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March 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu |
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March 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num |
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March 9, 2016 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned hereby appoints each of Gerard J. |
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March 9, 2016 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned hereby appoints each of Gerard J. |
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March 8, 2016 |
Exhibit CST BRANDS, INC. ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES San Antonio, Texas, March 3, 2016 ? CST Brands, Inc. (NYSE: CST), today announced that it is commencing an exploration of strategic alternatives to further enhance stockholder value. In order to facilitate the review, the Board of Directors will oversee the process through a committee of outside, independent directors. The st |
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March 8, 2016 |
EX-99.1 4 exhibit991-cstbrandsincpre.htm EXHIBIT 99.1 Exhibit 99.1 CST Brands, Inc. Appoints Seasoned Executives Tad Dickson and Rocky Dewbre to Board of Directors Announces Agreements with JCP Investment Management and Engine Capital, L.P. San Antonio, Texas, March 3, 2016 - CST Brands, Inc. (NYSE: CST) announced today that it has entered into an agreement with JCP Investment Management (“JCP”) a |
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March 8, 2016 |
EX-10.1 2 exhibit101-jcpsettlementag.htm EXHIBIT 10.1 Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this “Agreement”) by and among CST Brands, Inc., a Delaware corporation (the “Company”), and the entities and natural persons listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the I |
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March 8, 2016 |
Exhibit Exhibit 10.2 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this ? Agreement ?) by and among CST Brands, Inc., a Delaware corporation (the ? Company ?), and the entities and natural persons listed on the signature page hereto (each, an ? Investor ? and collectively, the ? Investors ?). The Company and the Investors are referred to herein as the |
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March 8, 2016 |
8-K 1 cst2016form8-kstrategicrev.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti |
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March 7, 2016 |
8-K 1 cst8-kstip2015performancem.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2016 CST Brands, Inc. (Exact name of registrant specified in its charter) Delaware 001-35743 46-1365950 (State or Other Jurisdiction |
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March 3, 2016 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, March 3, 2016 ? CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on April 15, 2016 to holders of record at the close of business on March 31, 2016. About CST Brands, Inc. |
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March 3, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 cst2016form8-kq1dividendsd.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti |
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February 29, 2016 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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February 19, 2016 |
EX-10.30 4 exhibit1030-stockandmember.htm EXHIBIT 10.30 EXECUTION COPY Exhibit 10.30 STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CST BRANDS, INC. (“Buyer”), THE JONES COMPANY, PATAGONIA PARTNERS, LLC AND JAMES A. WALKER, JR. (“Sellers”), solely for purposes of Section 4.12 and Section 9.13, THE COMPANIES (AS DEFINED HEREIN), and, solely for purposes of Section 4.4 and Section 4.1 |
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February 19, 2016 |
EX-99.3 4 exhibit993merchandiseandse.htm EXHIBIT 99.3 |
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February 19, 2016 |
EX-99.1 2 exhibit991cst4q2015earning.htm EXHIBIT 99.1 CST Brands, Inc. Reports Fourth Quarter and Year-End 2015 Results Fourth Quarter: - Fourth Quarter 2015 Net Income of $25 million, or $0.34 per diluted share; $0.55 excluding special items - U.S. Merchandise and Services Gross Profit increased 6% - Same Store Merchandise and Services Sales increased in both the U.S. and Canada (excluding foreig |
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February 19, 2016 |
8-K 1 cst20154qform8-kearningsre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisd |
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February 19, 2016 |
CST / CST Brands, Inc. 10-K - Annual Report - 10-K FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, INC. ( |
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February 19, 2016 |
AMENDMENT AMENDED AND RESTATED OMNIBUS AGREEMENT Exhibit 10.25 AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENT This Amendment to Amended and Restated Omnibus Agreement (the “Amendment”) is entered into on, and effective as of, January 1, 2016 (the “Effective Date”), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the “MLP” or the “Partnership”), CrossAmerica GP LLC (for |
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February 19, 2016 |
Exhibit 21.1 CST RETAIL ENTITIES NAME OF ENTITY JURISDICTION AUTOTRONIC SYSTEMS, INC. Delaware BIG DIAMOND NUMBER 1, LLC (formerly known as Big Diamond Number 1, Inc.) Texas BIG DIAMOND, LLC (formerly known as Big Diamond, Inc.) Texas CAPITAL SPECIALTY OF TEXAS INSURANCE COMPANY Texas CAPL HOLDING, INC. Delaware CROSSAMERICA GP LLC Delaware CST ARIZONA, LLC Delaware CST ARIZONA STATIONS, INC. (for |
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February 19, 2016 |
Exhibit 10.28 FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US) This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows |
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February 19, 2016 |
EX-99.2 3 a4q15earningscallpptcstc.htm EXHIBIT 99.2 Year-End & 4Q15 Earnings Call February 19, 2016 Investor Update February 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe har |
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February 16, 2016 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J. |
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February 10, 2016 |
CST / CST Brands, Inc. / VANGUARD GROUP INC Passive Investment cstbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: CST Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 12646R105 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to desig |
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February 4, 2016 |
FOURTH AMENDMENT TO CREDIT AGREEMENT EX-10.1 2 exhibit101fourthamendmentt.htm EXHIBIT 10.1 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT, dated as of January 29, 2016 (this “Amendment”), amends that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013, the Second Amendment dated as of September 30, 2014 and the Third Amendment dated as of Decembe |
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February 4, 2016 |
8-K 1 cst2016form8-kcreditagreem.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdi |
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January 29, 2016 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission F |
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January 26, 2016 |
EX-99 2 cstex99.htm JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is made and entered into by and among Iridian Asset Management LLC, David L. Cohen and Harold J. Levy. The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the “Filings”) required to be filed by them pursuant to Section |
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January 26, 2016 |
CST / CST Brands, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment SC 13G 1 cst13g12312015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CST Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12646R105 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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January 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N |
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January 7, 2016 |
EX-99.2 3 exhibit992-cst1616realesta.htm EXHIBIT 99.2 CST BRANDS, INC. ANNOUNCES PURSUIT OF A REAL ESTATE VENTURE TO REDUCE COST OF CAPITAL AND ACCELERATE FUTURE GROWTH Provides Update On Ongoing Efforts to Enhance Stockholder Value SAN ANTONIO – (BUSINESS WIRE) – January 6, 2016 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in |
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January 7, 2016 |
a2016-01januaryxinvestor Investor Update January 2016 Investor Update January 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company?s and Partnership?s or management?s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. |
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January 7, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 cst2016form8-k1616investor.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdic |
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December 16, 2015 |
CST Brands 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission |
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December 10, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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December 10, 2015 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, December 9, 2015 ? CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on January 15, 2016 to holders of record at the close of business on December 31, 2015. About CST Bran |
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November 30, 2015 |
S-8 1 cstnov2015forms-8employees.htm S-8 As filed with the Securities and Exchange Commission on November 30, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 46-1365950 (State or other jurisdiction of in |
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November 30, 2015 |
Exhibit Exhibit 4.3 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective January 1, 2016 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Table of Contents ARTICLE I PURPOSE AND TERM???????????????..?..???.. 4 SECTION 1.1 PURPOSE SECTION 1.2 TERM OF PLAN ARTICLE II DEFINITIONS????????????????????????. 5 SECTION 2.1 DEFINITIONS SECTION 2.2 CONSTRUCTION ARTICLE III ELIGIBILITY AND PARTICIPATON?????? |
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November 25, 2015 |
CST Brands 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission |
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November 25, 2015 |
CST Brands, Inc. Names Joseph E. Reece To Board Exhibit CST Brands, Inc. Names Joseph E. Reece To Board San Antonio, Texas, November 24, 2015 - CST Brands, Inc. (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, today announced that the Board of Directors has appointed Joseph E. Reece as an independent director of the Company. Mr. Reece will also serve on the Company?s Executive and Nominating and Governance Committees. |
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November 25, 2015 |
EX-99.2 3 flashfoodsacquisition-no.htm EXHIBIT 99.2 Flash Foods Acquisition November 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of |
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November 25, 2015 |
CST Brands enters into definitive agreement to purchase Flash Foods store network EX-99.1 2 exhibit991-flashfoodspress.htm EXHIBIT 99.1 For Immediate Release November 25, 2015 CST Brands enters into definitive agreement to purchase Flash Foods store network (SAN ANTONIO, TX) –– CST Brands, Inc. (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, announced today that it had entered into a definitive agreement to acquire the Flash Foods store network of co |
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November 25, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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November 17, 2015 |
CST Brands 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission |
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November 12, 2015 |
EX-99.1 2 a201511novemberinvestoru.htm EXHIBIT 99.1 CST Investor Update November 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933 |
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November 12, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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November 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRAND |
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November 4, 2015 |
a3q15earningscallppt-cst 3Q 2015 Earnings Call November 4, 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company?s and Partnership?s or management?s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. |
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November 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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November 4, 2015 |
CST Brands, Inc. Reports Third Quarter 2015 Results - Third Quarter 2015 Net Income of $85 million or $1.12 per diluted share, a 35% increase over Third Quarter 2014 - EBITDA of $174 million, an increase of 25% over Third Quarter 2014 - Adjusted EBITDA of $294 million and Adjusted Earnings Per Share of $2.12 - Same Store Merchandise Sales Increases of 4% in both the U.S. and Canada San Antonio, Te |
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October 27, 2015 |
CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va |
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October 2, 2015 |
UNIT PURCHASE PLAN ENGAGEMENT AGREEMENT UNIT PURCHASE PLAN ENGAGEMENT AGREEMENT This Unit Purchase Plan Engagement Agreement, dated as of September 18, 2015 (this “Agreement”), is made between CST Services, LLC (the “Purchaser”), a wholly owned subisidiary of CST Brands, Inc. |
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October 2, 2015 |
CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D/A Activist Investment SC 13D/A 1 caplschedule13daseptember2.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Coun |
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September 21, 2015 |
CST Brands Announces Purchase Program for Common Units of CrossAmerica Partners LP Exhibit CST Brands Announces Purchase Program for Common Units of CrossAmerica Partners LP SAN ANTONIO, TX September 21, 2015 - CST Brands, Inc. |
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September 21, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil |
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September 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2015 CST Brands, Inc. (Exact name of registrant specified in its charter) Delaware 001-35743 46-1365950 (State or Other Jurisdiction (Commission (IRS Employer Of Incorpo |
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September 14, 2015 |
EX-99.1 2 a201509roadshow091320151.htm EXHIBIT 99.1 CST Brands, Inc. Investor Update September 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking statements are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as ame |
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September 14, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil |
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September 11, 2015 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, September 11, 2015 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on October 15, 2015 to holders of record at the close of business on September 30, 2015 |
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September 11, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil |
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August 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N |
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August 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, IN |
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August 7, 2015 |
cstearningscallppt2q2015 Q2 2015 Earnings Call August 7, 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company?s or management?s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. |
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August 7, 2015 |
Exhibit 99.1 CST 2Q2015 Earnings Release CST Brands, Inc. Reports Second Quarter 2015 Results - Reported Net Income of $25 million or 32 cents per diluted share - Same Store Merchandise Sales Increases in Both the U.S. and Canada - Second Dropdown Transaction Closed on July 1st San Antonio, Texas, August 7, 2015 ? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuel |
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July 10, 2015 |
CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va |
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July 1, 2015 |
8-K 1 cst2015form8-kjulyclosingo.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdictio |
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June 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num |
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June 15, 2015 |
8-K 1 cst2015form8-kjunedropdown.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti |
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June 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 15 |
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June 9, 2015 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 8, 2015 |
June 8, 2015 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Attention: William H. Thompson, Accounting Branch Chief Jason Niethamer, Assistant Chief Accountant Donna Di Silvio, Staff Accountant Re: CST Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 2015 File No. 1-35743 Dear Mr. Thompson: Set forth belo |
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June 8, 2015 |
FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3574 |
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June 4, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 4, 2015 |
CST Brands, Inc. Declares Cash Dividend on Common Stock EX-99.1 2 exhibit991q22015dividendsd.htm EXHIBIT 99.1 Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, June 3, 2015 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.0625 per share. The dividend is payable on July 15, 2015 to holders of record at the cl |
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May 8, 2015 |
Exhibit 99.1 CST 1Q2015 Earnings Release CST Brands, Inc. Reports First Quarter 2015 Results - Reported Net Income of $14 million, an Increase of 27% - U.S. Motor Fuel Gross Profit Increased 43% - Same Store Merchandise Sales Increases in Both the U.S. and Canada San Antonio, Texas, May 8, 2015 ? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience |
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May 8, 2015 |
Exhibit 10.2 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (Canada) This Award Agreement (this ?Agreement?) is between CST Brands, Inc., a Delaware corporation (?Company?), and //, a Non-Employee Director of the Company or one of its affiliates (?Participant?), who agree as follows: 1. Introduction. Pur |
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May 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, I |
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May 8, 2015 |
EX-10.1 2 exhibit101q12015.htm EXHIBIT 10.1 Exhibit 10.1 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Award This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and //, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as |
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May 8, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 cst20151qform8-kearningsre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction |
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April 21, 2015 |
CST Brands DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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April 21, 2015 |
DEFA14A 1 d852808ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rul |
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March 27, 2015 |
CST Brands and CrossAmerica Partners announce leadership reorganization Exhibit 99.1 Financial Disclosure 3.27.15 Exhibit 99.1 CST Brands and CrossAmerica Partners announce leadership reorganization SAN ANTONIO and ALLENTOWN, PA (March 27, 2015) - CST Brands, Inc. (NYSE:CST) (?CST Brands?) and CrossAmerica Partners LP (NYSE:CAPL) (?CrossAmerica?) announced today that Joe Topper, the Chief Executive Officer and President of CrossAmerica, has decided to retire as CEO ef |
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March 27, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu |
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March 19, 2015 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J. |
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March 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num |
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March 5, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 cst2015form8-k3515investor.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti |
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March 5, 2015 |
EX-99.1 2 caplinvestorpresentation.htm EXHIBIT 99.1 1 Exhibit 99.1 2 Forward Looking and Cautionary Statements This presentation and oral statements made regarding the subjects of this presentation may contain forward-looking statements, which may include, but are not limited to, statements regarding our plans, objectives, expectations and intentions and other statements that are not historical fa |
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March 4, 2015 |
EX-99.2 3 cst20144qinvestorpresent.htm EXHIBIT 99.2 CST Brands, Inc Company Update March 2015 Exhibit 99.2 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking statements are intended to be covered by the safe harbor provisions of the Securities Act of 1933, |
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March 4, 2015 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, March 3, 2015 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.0625 per share. The dividend is payable on April 15, 2015 to holders of record at the close of business on March 31, 2015. About CST Brands, |
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March 4, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 cst2015form8-kq1dividendsd.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti |
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February 27, 2015 |
THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.19 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT, dated as of December 5, 2014 (this “Amendment”), amends that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013 and the Second Amendment dated as of September 30, 2014, and as further amended, supplemented, restated, or otherwise modified from time to time, the “Credi |
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February 27, 2015 |
Exhibit 10.17 FIRST AMENDMENT FIRST AMENDMENT, dated as of May 1, 2013 (this “Amendment”), to the Credit Agreement dated as of March 20, 2013 (as amended, supplemented, restated, or otherwise modified from time to time, the “Credit Agreement”), among CST BRANDS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties t |
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February 27, 2015 |
Exhibit 4.3 Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of August 29, 2014, among CST Real Estate Holdings, LLC, a Delaware limited liability company (the ?Guaranteeing Subsidiary?), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the ?Company?), the Company, the existing Guarantors (as defined in the Indenture referred to herein) |
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February 27, 2015 |
FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 10-K 1 cst2014form10-k.htm 10-K FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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February 27, 2015 |
EX-4.4 3 exhibit44201410k.htm EXHIBIT 4.4 Exhibit 4.4 Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 6, 2014, among CST Brands Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and CST Brands Holdings, Inc., a Delaware corporation (“Holdings Inc.” and, together with Holdings LLC, the “Guaranteeing Subsidiaries”), each a subsidiary of CST Brand |
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February 27, 2015 |
EX-4.7 6 exhibit47201410k.htm EXHIBIT 4.7 Exhibit 4.7 Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 1, 2015, among CST Fuel Supply LP, a Delaware limited partnership (the “Guaranteeing Subsidiary”), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the existing Guarantors (as defined in the Indent |
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February 27, 2015 |
Exhibit 9.1 Voting Agreement This VOTING AGREEMENT (this “Agreement”), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation (“CST”), and each of the persons listed on the signature page hereto (each, an “Equityholder”). Each Equityholder and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.” RECITALS |
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February 27, 2015 |
EX-4.5 4 exhibit45201410k.htm EXHIBIT 4.5 Exhibit 4.5 Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2014, among CAPL Operations I, LLC, a Delaware limited liability company (“CAPL Operations”), and CAPL Holding, Inc., a Delaware corporation (“CAPL Holding” and, together with CAPL Operations, the “Guaranteeing Subsidiaries”), each a subsidiary of CST Brands, |
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February 27, 2015 |
CST Brands, Inc. Reports Fourth Quarter and Year-End 2014 Results Fourth Quarter: - Reported Net Income of $94 million, an Increase of 176% Year-Over-Year - U.S. Motor Fuel Gross Profit Increased 123% - Same Store Merchandise Sales Increases in Both the U.S. and Canada - Acquired the interests of the General Partner and 100% of the IDRs of CrossAmerica Full Year: - Reported Net Income of $200 mill |
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February 27, 2015 |
Exhibit 10.25 CONTRIBUTION AGREEMENT This Contribution Agreement (this ?Agreement?), dated as of December 16, 2014 (the ?Execution Date?), is entered into by and among CST Brands, Inc. (?CST?), a Delaware corporation, CST Services LLC (?CST Services?), a Delaware limited liability company and a wholly owned subsidiary of CST, and CrossAmerica Partners LP, a Delaware limited partnership (?CAPL?). E |
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February 27, 2015 |
SUBSIDIARIES OF CST BRANDS, INC. Exhibit 21.1 SUBSIDIARIES OF CST BRANDS, INC. Name of Entity State or Other Jurisdiction of Incorporation or Organization AUTOTRONIC SYSTEMS, INC. Delaware BIG DIAMOND NUMBER 1, LLC (formerly known as Big Diamond Number 1, Inc.) Texas BIG DIAMOND, LLC (formerly known as Big Diamond, Inc.) Texas CAPITAL SPECIALTY OF TEXAS INSURANCE COMPANY Texas CAPL HOLDING, INC. Delaware CAPL OPERATIONS I, LLC De |
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February 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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February 27, 2015 |
EX-4.6 5 exhibit46201410k.htm EXHIBIT 4.6 Exhibit 4.6 Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 26, 2014, among CST Arizona, LLC, a Delaware limited liability company (“CST Arizona”), CST Louisiana, LLC, a Delaware limited liability company (“CST Louisiana”), CST Stations Texas, LLC, a Delaware limited liability company (“CST Stations”), N2I One, LLC, a Del |
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February 10, 2015 |
CST / CST Brands, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 cstbrandsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: CST Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 12646R105 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the rule pursuant to which t |
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January 9, 2015 |
EX-99.d EXHIBIT D JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto), with respect to the common units representing limited partner interests and subordinated units representing limited p |
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January 9, 2015 |
EX-99.C 2 d849390dex99c.htm EX-99.C EXHIBIT C CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), dated as of December 16, 2014 (the “Execution Date”), is entered into by and among CST Brands, Inc. (“CST”), a Delaware corporation, CST Services LLC (“CST Services”), a Delaware limited liability company and a wholly owned subsidiary of CST, and CrossAmerica Partners LP, a Delaware |
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January 9, 2015 |
CAPL / CrossAmerica Partners LP / CST Brands, Inc. - SC13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va |
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January 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N |
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December 22, 2014 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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December 4, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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December 4, 2014 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, December 3, 2014 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.0625 per share. The dividend is payable on January 15, 2015 to holders of record at the close of business on December 31, 2014. About CST |
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November 12, 2014 |
Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly S. Lubel, President and Chief Executi |
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November 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2014 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File |
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November 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRAND |
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November 12, 2014 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Clayton E. Killinger, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst |
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November 12, 2014 |
Exhibit 10.2 IDR PURCHASE AGREEMENT by and among The 2004 Irrevocable agreement of trust of Joseph V. Topper, SR., and The 2008 Irrevocable Agreement of Trust of John B. Reilly, JR., as IDR Sellers, CST BRANDS Holdings, LLC, as IDR Buyer, and CST BRANDS, INC. Dated as of August 6, 2014 ARTICLE I SALE AND PURCHASE 1 Section 1.1 Agreement to Sell and to Purchase 1 Section 1.2 Deliveries at Closing 2 |
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November 12, 2014 |
EX-99.01 2 exhibit991cst3q2014earning.htm EXHIBIT 99.1 CST Brands, Inc. Reports Third Quarter 2014 Results - U.S. Motor Fuel Gross Profit Increased 52% - U.S. Merchandise Gross Profit Increased 5% - Overall Canada Gross Profit Increased 4% - 25 New Stores Opened Year-to-Date San Antonio, Texas, November 11, 2014 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuel |
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November 12, 2014 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kimberly S. Lubel, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstanc |
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November 12, 2014 |
Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton E. Killinger, Senior Vice President an |
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November 12, 2014 |
Exhibit 10.1 GP PURCHASE AGREEMENT by and among LEHIGH Gas Corporation, as Seller, CST GP, LLC, as GP Buyer, and CST BRANDS, INC. Dated as of August 6, 2014 ARTICLE I SALE AND PURCHASE 1 Section 1.1 Agreement to Sell and to Purchase 1 Section 1.2 Deliveries at Closing 2 Section 1.3 Purchase Price 3 ARTICLE II REPRESENTATIONS AND WARRANTIES OF LGC 3 Section 2.1 Organization; Qualification 4 Section |
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October 10, 2014 |
CAPL / CrossAmerica Partners LP / CST Brands, Inc. - SCHEDULE 13D Activist Investment SC 13D 1 d803685dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CS |
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October 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil |
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October 3, 2014 |
SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT EX-10.01 3 exhibit101secondamendmentt.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT This SECOND AMENDMENT, dated as of September 30, 2014 (this “Amendment”), amends (i) that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013 and as further amended, supplemented, rest |
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October 3, 2014 |
EX-99.01 4 exhibit991pressreleasedate.htm EXHIBIT 99.1 Exhibit 99.1 CST Brands and Lehigh Gas Partners Announce the Successful Completion of the Acquisition of the General Partner of Lehigh Gas Partners LP (LGP) • CST Brands acquires the General Partner of Lehigh Gas Partners and all the associated Incentive Distribution Rights (“IDRs”) of LGP • Lehigh Gas Partners to change its name to CrossAmeri |
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October 3, 2014 |
EX-4.01 2 exhibit41registrationright.htm EXHIBIT 4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation (“CST”), the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the “Topper Trust”) and the 2008 Irrevocable Agreement of Trust of John B. R |
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September 16, 2014 |
CST BRANDS, INC. INDEMNIFICATION AGREEMENT Exhibit 10.2 CST BRANDS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is executed to be effective as of , 20 by and between CST Brands, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided |
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September 16, 2014 |
Exhibit 10.1 Separation Agreement This Separation Agreement (the “Agreement”) is entered into between CST Brands, Inc. (“CST” or “Company”) and [Name], the [Position] of CST (“[Mr.][Ms.] ” or “Executive”) on this day of , 2014 (the “Effective Date”). 1. Purpose. The purpose of this Separation Agreement (this “Agreement”) is to retain the services of [Mr.][Ms.] and to reinforce and encourage the co |
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September 16, 2014 |
Exhibit 10.4 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Employee Restricted Stock Unit Award This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and [], an Employee of the Company or one of its affiliates (“Participant”), who agree as follows: Introduction. Pursuant to the CST Brands, Inc. Amended |
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September 16, 2014 |
Exhibit 10.3 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Qualified Stock Option This Award Agreement (this “Agreement”) is entered into between CST Brands, Inc., a Delaware corporation (“Company”), and Participant pursuant to the terms of the CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan (as amended, effective June 4 |
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September 16, 2014 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, September 12, 2014 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the company’s common stock in the amount of $0.0625 per share. The dividend is payable on October 15, 2014 to holders of record at the close of business on September 30, 2014. About |
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September 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil |
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September 15, 2014 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 12, 2014 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kimberly S. Bowers, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstan |
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August 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2014 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N |
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August 12, 2014 |
Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly S. Bowers, President and Chief Executive O |
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August 12, 2014 |
Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton E. Killinger, Senior Vice President and Chi |
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August 12, 2014 |
CST Brands, Inc. Reports Second Quarter 2014 Results -U.S. Merchandise Gross Profit Dollars Increased 5% -14 New Stores Opened Year-to-Date San Antonio, Texas, August 12, 2014 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today reported financial results for the second quarter ended June 30, 2014. Three Months |
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August 12, 2014 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Clayton E. Killinger, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst |
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August 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, IN |
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August 12, 2014 |
CST BRANDS, INC. AMENDED AND RESTATED 2013 OMNIBUS STOCK AND INCENTIVE PLAN EX-10.01 2 exhibit101.htm EXHIBIT 10.1 Exhibit 10.1 CST BRANDS, INC. AMENDED AND RESTATED 2013 OMNIBUS STOCK AND INCENTIVE PLAN This Plan, in its amended and restated form, shall be effective as of June 4, 2014, pending approval by the Company’s stockholders at the 2014 Annual Meeting of stockholders. Awards granted prior to the effective date of this amendment and restatement shall be subject to, |
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August 7, 2014 |
investorconferencecallpr CST Brands and Lehigh Gas Partners Investor Conference Call CST Brands’ Strategic Acquisition of LGP’s General Partner and IDRs August 7, 2014 Safe Harbor Statements Safe Harbor for Forward-Looking Statements Statements contained in this presentation that state the companies’ or their respective managements’ (CST Brands, Lehigh Gas Partners or affiliates) expectations or predictions of the future are forward-looking. |
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August 7, 2014 |
Exhibit 99.1 CST Brands, Inc. to Acquire the General Partner of Lehigh Gas Partners LP (LGP) - CST Brands to acquire the General Partner of Lehigh Gas Partners and all the associated Incentive Distribution Rights (“IDRs”) of LGP - Creates a sponsor-backed, growth-oriented MLP vehicle - Provides CST Brands with a platform for a long-term drop down strategy of its U.S. wholesale fuel supply business |
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August 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu |
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June 27, 2014 |
CST / CST Brands, Inc. 11-K - - 11-K 11-K 1 form11-k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPO |
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June 5, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 4, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 4, 2014 |
CST Brands, Inc. Declares Cash Dividend on Common Stock Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, June 3, 2014 -CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the company’s common stock in the amount of $0.0625 per share. The dividend is payable on July 15, 2014 to holders of record at the close of business on June 30, 2014. About CST Brands, Inc |
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May 13, 2014 |
Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly S. Bowers, President and Chief Executive |
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May 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, I |
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May 13, 2014 |
Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton E. Killinger, Senior Vice President and Ch |
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May 13, 2014 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kimberly S. Bowers, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstan |
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May 13, 2014 |
8-K 1 cst20141q10qform8-kearning.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2014 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdictio |
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May 13, 2014 |
EX-99.1 2 ex991cst20141q10qearningsr.htm EXHIBIT 99.1 CST Brands, Inc. Reports First Quarter 2014 Results -U.S. Fuel Gross Margin Dollars Increased 19% -U.S. Merchandise Gross Margin Dollars Increased 6% -Nine New Stores Opened Year-to-Date San Antonio, Texas, May 13, 2014 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North A |
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May 13, 2014 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Clayton E. Killinger, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst |
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April 21, 2014 |
- DEFINITIVE NOTICE & PROXY STATEMENT DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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April 21, 2014 |
DEFA14A 1 cst2014defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitte |
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April 15, 2014 |
AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC. EX-3.01 2 exhibit312014bylaws.htm EXHIBIT 3.01 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC. These Amended and Restated Bylaws (the “Bylaws”) of CST Brands, Inc., a Delaware corporation, are effective as of April 30, 2013 and hereby amend and restate the previous by-laws of CST Brands, Inc., which are hereby deleted in their entirety and replaced with the following: ARTICLE I MEETING |
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April 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num |