4//SEC Filing
COST PLUS INC/CA/ 4
Accession 0001104659-12-046979
CIK 0000798955operating
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 3:51 PM ET
Size
6.5 KB
Accession
0001104659-12-046979
Insider Transaction Report
Form 4
Blue Coral Acquisition Corp.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2012-06-29$22.00/sh+37,096,522$816,123,484→ 37,096,522 total
Footnotes (2)
- [F1]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.
- [F2]As a result of the purchase of Shares in the Offer and pursuant to the exercise of a top-up option, 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.
Documents
Issuer
COST PLUS INC/CA/
CIK 0000798955
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0000798955
Filing Metadata
- Form type
- 4
- Filed
- Jun 28, 8:00 PM ET
- Accepted
- Jun 29, 3:51 PM ET
- Size
- 6.5 KB