Filing Details
- Accession Number:
- 0001104659-12-046980
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-06-29 15:53:41
- Reporting Period:
- 2012-06-29
- Filing Date:
- 2012-06-29
- Accepted Time:
- 2012-06-29 15:53:41
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
798955 | Cost Plus Inc | CPWM | Retail-Home Furniture, Furnishings & Equipment Stores (5700) | 941067973 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
886158 | Bed Bath & Beyond Inc | 715 Morris Avenue Springfield NJ 07081 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock, Par Value $0.01 Per Share | Acquisiton | 2012-06-29 | 37,096,522 | $22.00 | 37,096,522 | No | 4 | P | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Direct |
Footnotes
- On May 8, 2012, Cost Plus, Inc. ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bed Bath & Beyond Inc. ("Parent") and Blue Coral Acquisition Corp., a California corporation and wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser consummated a cash tender offer (the "Offer") to acquire all of the shares of Issuer's common stock (the "Shares") at a purchase price of $22.00 per Share in cash.
- As a result of the purchase of Shares in the Offer and pursuant to the exercise of a top-up option, Parent, through Purchaser, owned sufficient Shares to effect the merger of Purchaser with and into Issuer (the "Merger") in accordance with the short-form merger provisions of the California Corporations Code, without a vote or meeting of Issuer's shareholders. Pursuant to the Merger, each outstanding Share not tendered and purchased in the Offer (other than those as to which holders may properly exercise dissenters rights, if any), was converted into the right to receive the same $22.00 per Share price, without interest and less any required withholding taxes, that was paid in the Offer. Upon the closing of the Merger, Issuer became a wholly owned subsidiary of Parent, and Parent acquired direct beneficial ownership of the Shares.