Amended Statement of Ownership: Solicitation (sc 14d9/a)
January 17 2013 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
Caribou Coffee
Company, Inc.
(Name of Subject Company)
Caribou Coffee Company, Inc.
(Name of Person(s) Filing Statement)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
142042209
(CUSIP Number of Class of Securities)
Dan E. Lee
General Counsel and Secretary
Caribou Coffee Company, Inc.
3900 Lakebreeze Avenue North
Brooklyn Center, Minnesota 55429
(763) 592-2200
(Name, address, and telephone number of person authorized
to receive notices
and communications on behalf of the person(s) filing statement)
Copies To:
Brian D. Wenger
Brett D. Anderson
Briggs and Morgan, P.A.
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 977-8400
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 12 to Schedule 14D-9 amends and supplements the Schedule 14D-9 (as
amended and supplemented from time to time, the Schedule 14D-9) originally filed by Caribou Coffee Company, Inc., a Minnesota corporation (the
Company
), with the Securities and Exchange Commission (the
SEC
) on December 21, 2012, relating to the tender offer by JAB Beech Inc., a Delaware corporation (
Parent
or
JAB
), Pine Merger Sub, Inc., a Minnesota corporation and a wholly-owned
subsidiary of Parent (Purchaser and, together with Parent, the
Offerors
), to purchase all outstanding shares of common stock, par value $0.01 per share (
Shares
), of the Company at a price of $16.00
per Share, net to the seller in cash (less any required withholding taxes and without interest), upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 21, 2012 (together with any amendments or
supplements thereto, the
Offer to Purchase
) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
), which are annexed to and filed with the Offerors Schedule TO (together with the exhibits thereto, as it may be amended or supplemented, the Schedule TO), filed by Purchaser with the U.S. Securities and
Exchange Commission (the SEC) on December 21, 2012.
Except as otherwise noted below, no changes are being
made to the Schedule 14D-9.
Item 4.
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The Solicitation or Recommendation
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Item 4 of the Schedule 14D-9 is hereby amended as set forth below.
The
section entitled
Intent to Tender
is hereby amended and restated as follows:
To the knowledge
of the Company, after making reasonable inquiry, all of the Companys executive officers and directors currently intend to tender all Shares held of record or beneficially by such persons for purchase pursuant to the Offer (other than Shares
held by directors or executive officers that may be transferred prior to the Acceptance Time for estate planning or philanthropic purposes).
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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CARIBOU COFFEE COMPANY, INC.
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By:
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/s/ Dan E. Lee
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Name:
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Dan E. Lee
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Title:
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Senior Vice President, General Counsel and Secretary
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Dated January 17, 2013
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