Additional Proxy Soliciting Materials (definitive) (defa14a)
April 17 2017 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. )
Filed by the
Registrant ☒ Filed by a party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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Cabelas Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing party:
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Date Filed:
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To:
All Cabelas CLUB Outfitters
From:
Sean Baker, President, Worlds Foremost Bank
Date:
April 17, 2017
Re:
What Todays
Announcement Means for Worlds Foremost Bank
As you hopefully saw this afternoon in the Cabelas press release and Tommy Millners note to
all Outfitters, we announced some changes today to the transaction agreements with Bass Pro Shops and Capital One that keep us on track to complete the process in the third quarter of 2017, subject to regulatory approvals and other customary closing
conditions.
Were pleased to be working with both Capital One and Synovus. Under the revised terms, Synovus Bank, a regional bank based in Columbus,
Georgia, with about $30 billion in assets, will acquire Worlds Foremost Bank, including certain assets and certain liabilities. Once the transaction is complete, Synovus will retain the deposits and immediately thereafter sell the Banks
credit card assets and related liabilities to Capital One.
While weve added another party to the transaction, the outcome for you is the same as it
was before. Capital One will become the exclusive issuing partner of Cabelas branded CLUB Visa program, and they still intend to maintain the Cabelas CLUB servicing center operations in Lincoln, Nebraska. There are no changes to the
existing plan that our transition teams have been preparing for upon closing, other than any changes needed to complete the sale and conversion of the bank CDs, which will now be sold to Synovus instead of Capital One.
To that end, all Letters of Intent to Employ from Capital One and Bass Pro Shops remain valid and unaffected. Outfitters who received a Letter of Intent
should expect to receive an offer letter closer to the close of the transactions. We also do not expect any significant near-term changes to the Cabelas CLUB reward program. Finally, we are reviewing the transition timelines and calendars, and
will communicate any changes in expected timing for completing the transactions within the next two weeks.
There are many people working tirelessly to
ensure that the merger is completed as soon as possible. In the meantime, its important that we all continue to deliver the same exceptional service to our customers in our stores and in our CLUB Visa program.
As always, if you receive any questions from the media or other outside parties, please forward them to Christine Wamsley at (308)-255-1204.
Thank you for your hard work and dedication to Cabelas.
Additional Information and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of Cabelas Incorporated (the Company) or the solicitation of any vote or approval. This communication is being made in respect
of the proposed merger involving the Company, Bass Pro Group, LLC (Bass Pro Group) and a wholly-owned subsidiary of Bass Pro Group, among other things. The proposed merger of the Company will be submitted to the stockholders of the
Company for their consideration. In connection therewith, the Company intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a definitive proxy statement. However, such documents are not
currently available. The definitive proxy statement regarding the proposed merger will be made available to the stockholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free
copies of the definitive proxy statement regarding the proposed merger, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Companys website at www.cabelas.com under the heading SEC Filings in the Investor
Relations portion of the Companys website. Stockholders of the Company may also obtain a free copy of the definitive proxy statement regarding the proposed merger and any filings with the SEC that are incorporated by reference in such
definitive proxy statement by contacting the Companys Investor Relations Department at (308) 255-7428.
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger. Information about the directors and executive officers of the Company is set forth in its definitive proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with
the SEC on November 17, 2016, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the
stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement regarding the proposed merger and other relevant materials to be filed with
the SEC when they become available.
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