Current Report Filing (8-k)
September 08 2017 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 8, 2017
CABELA’S INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-32227
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20-0486586
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Cabela Drive, Sidney, Nebraska 69160
(Address of Principal Executive Offices) (Zip Code)
(308)
254-5505
(Registrant’s telephone number, including area code)
Not applicable
(Registrant’s former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On September 6, 2017, Cabela’s Incorporated, a Delaware
corporation (the “Company”), announced that it was notified that the Board of Governors of the Federal Reserve (the “FRB”) has approved the previously announced sale of the assets and liabilities of the Company’s wholly
owned bank subsidiary, World’s Foremost Bank (“WFB”), to Synovus Bank, a Georgia state member bank (“Synovus”).
As previously disclosed, on October 3, 2016, the Company entered into an Agreement and Plan of Merger, by and among the Company, Bass Pro
Group, LLC, a Delaware limited liability company (“Parent”), and Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), which was amended by the Amendment to Agreement and Plan of
Merger, dated as of April 17, 2017 (and as further amended from time to time, the “Merger Agreement”). The Merger Agreement provides for Sub to merge with and into the Company, causing the Company to become a wholly owned subsidiary
of Parent (the “Merger”).
The parties expect to close the Merger and transactions contemplated by the Framework Agreement,
dated as of April 17, 2017, by and among the Company, WFB, Synovus and Capital One Bank (USA), National Association, a national banking association, on September 25, 2017.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this Current Report on Form
8-K
constitutes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or
current facts. They often include words such as “believes” or “expects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements may relate to risks or
uncertainties associated with, among other things, the satisfaction of the conditions precedent to the consummation of the proposed merger; unanticipated difficulties relating to closing the merger; and legal proceedings, judgments or settlements,
including those that may be instituted against the Company, its board of directors, executive officers and others as well as the outcome of litigation, administrative and/or regulatory matters. The Company can give no assurance that the expectations
expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this Current Report on Form
8-K,
and the Company undertakes
no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date of this Current Report on Form
8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CABELA’S INCORPORATED
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September 8, 2017
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By:
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/s/ Ralph W. Castner
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Name:
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Ralph W. Castner
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Title:
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Executive Vice President and Chief Financial Officer
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