- Amended Statement of Ownership: Solicitation (SC 14D9/A)
September 29 2010 - 5:26PM
Edgar (US Regulatory)
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. 1)
Burger King Holdings, Inc.
(Name of Subject Company)
Burger King Holdings, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
121208201
(CUSIP Number of Class of Securities)
Anne Chwat, Esq.
General Counsel
Burger King Holdings, Inc.
5505 Blue Lagoon Drive
Miami, Florida 33126
(305) 378-3000
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Eileen T. Nugent, Esq.
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Richard J. Grossman, Esq.
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Kara L. MacCullough, Esq.
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Thomas W. Greenberg, Esq.
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Laurie L. Green, Esq.
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Skadden, Arps, Slate,
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Holland & Knight LLP
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Meagher & Flom LLP
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701 Brickell Avenue, Suite 3000
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4 Times Square
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Miami, FL 33131
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New York, New York 10036
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(305) 374-8500
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(212) 735-3000
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o
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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. 1 (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 Burger King Holdings, Inc., a Delaware corporation (the
Company
),
on September 16, 2010. The Statement relates to the offer by Blue Acquisition Sub, Inc., a Delaware
corporation (
Purchaser
) and a wholly-owned subsidiary of Blue Acquisition Holding
Corporation, a Delaware corporation (
Parent
), to purchase all of the outstanding shares
of common stock, par value $0.01 per share, of the Company at a purchase price of $24.00 per share,
net to the sellers 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 September 16,
2010, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer
Statement on Schedule TO filed by Parent and certain of its affiliates, including Purchaser, with
the SEC on September 16, 2010.
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.
ADDITIONAL INFORMATION
.
Item 8,
Additional Information
, is hereby amended and supplemented by inserting at the end
of the second paragraph under the heading
Additional InformationRegulatory ApprovalsU.S.
Antitrust Approval
on page 48 of the Statement the following:
Early termination of the waiting period for the Offer and the Merger was granted effective
September 24, 2010.
ITEM 9.
EXHIBITS.
Item 9,
Exhibits
is hereby amended and supplemented by inserting the following exhibit
thereto:
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"(a)(17)
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Joint Press Release issued by Blue Acquisition Holding
Corporation, Blue Acquisition Sub, Inc. and Burger King Holdings,
Inc. on September 29, 2010.
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2
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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BURGER KING HOLDINGS, INC.
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By:
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/s/ Anne Chwat
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Name:
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Anne Chwat
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Title:
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General Counsel and Secretary
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Dated: September 29, 2010
3
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