UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF
1934
(Amendment No. 13)
P.F. CHANGS CHINA BISTRO, INC.
(Name of Subject Company)
P.F.
CHANGS CHINA BISTRO, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
69333Y108
(CUSIP Number of Class of Securities)
Richard L. Federico
Chief Executive Officer
P.F. Changs China Bistro, Inc.
7676 East Pinnacle Peak Road
Scottsdale, Arizona 85255
(480) 888-3000
(Name, address and telephone numbers of person authorized to
receive notices and communications on behalf of the persons filing statement)
With a copy
to:
Cameron Jay Rains, Esq.
Jeffrey C. Thacker, Esq.
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 677-1400
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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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Introduction
This Amendment No. 13 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the
Statement
) originally filed with the U.S. Securities and Exchange Commission (the
SEC
) by P.F. Changs China Bistro, Inc., a Delaware corporation (the
Company
), on May 15, 2012, and
amended on May 17, 2012, May 21, 2012, May 22, 2012, May 24, 2012, May 25, 2012, June 1, 2012, June 4, 2012, June 8, 2012, June 18, 2012, June 20,
2012, June 22, 2012 and June 29, 2012. The Statement relates to the cash tender offer by Wok Acquisition Corp., a Delaware corporation (the
Purchaser
), and an indirect wholly-owned subsidiary of Wok Parent LLC, a
Delaware limited liability company (
Parent
), which is controlled by Centerbridge Capital Partners II, L.P., a Delaware limited partnership (
Centerbridge
), to purchase all of the issued and outstanding shares of
common stock, par value $0.001 per share, of the Company at a purchase price of $51.50 per share, net to the holder in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated May 15, 2012, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Centerbridge and certain of its affiliates, including Purchaser and Parent,
with the SEC on May 15, 2012.
Except as otherwise set forth below, the information set forth in the original Statement
remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
ITEM 8.
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ADDITIONAL INFORMATION
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Item 8,
Additional Information
is hereby amended and supplemented by adding following paragraphs thereto:
The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on June 29, 2012. The depositary for the Offer has advised that, as of the expiration of the Offer, approximately
17,819,727 shares of the Companys Common Stock were validly tendered and not withdrawn, representing approximately 83.7% of the total outstanding shares of the Companys Common Stock. Therefore, the minimum tender condition has been
satisfied. All shares of the Companys Common Stock that were validly tendered and not validly withdrawn have been accepted for purchase by Purchaser and will be promptly paid for in accordance with the tender offer materials.
Purchaser effected a short-form merger under Delaware law after exercising the Top-Up Option and, as a result, the Company became an
indirect, wholly-owned subsidiary of an affiliate of Centerbridge.
As a result of the merger, any shares of the
Companys Common Stock not tendered in the Offer (other than shares held (i) by the Company, Parent, Purchaser or any subsidiary of the Company or Parent, including Purchaser, which shares will be automatically cancelled and retired and
will cease to exist without any consideration being paid in exchange for such shares or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such shares) will be converted into the right to receive the same
$51.50 in cash per share, without interest thereon and less any required withholding taxes, that was paid in the Offer.
Following the merger, the shares of the Companys Common Stock ceased to trade on The NASDAQ Global Select Market.
The full text of the joint press release issued by the Company and Centerbridge Partners, L.P. announcing the completion of the Offer is
attached hereto as Exhibit (a)(5)(Z) and is incorporated herein by reference.
Item 9,
Exhibits
is hereby amended and supplemented by inserting the following exhibit thereto:
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Exhibit
No.
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Description
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(a)(5)(Z)
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Joint Press Release issued by P.F. Changs China Bistro, Inc. and Centerbridge Partners, L.P. on June 29, 2012 (incorporated by reference to Exhibit (a)(5)(Q) to the
Schedule TO).
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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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P.F. CHANGS CHINA BISTRO, INC.
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By:
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/s/ Richard L. Federico
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Name:
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Richard L. Federico
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Title:
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Chairman and Chief Executive Officer
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Dated: July 2, 2012
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