0001127602-12-021829.txt : 20120705
0001127602-12-021829.hdr.sgml : 20120704
20120705180916
ACCESSION NUMBER: 0001127602-12-021829
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120702
FILED AS OF DATE: 20120705
DATE AS OF CHANGE: 20120705
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ANDERSON KERRII B
CENTRAL INDEX KEY: 0001227159
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25123
FILM NUMBER: 12949093
MAIL ADDRESS:
STREET 1: WENDY'S INTERNATIONAL, INC
STREET 2: 4288 WEST DUBLIN-GRANVILLE RD.
CITY: DUBLIN
STATE: OH
ZIP: 43017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: P F CHANGS CHINA BISTRO INC
CENTRAL INDEX KEY: 0001039889
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 860815086
FISCAL YEAR END: 0103
BUSINESS ADDRESS:
STREET 1: 7676 E. PINNACLE PEAK RD.
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85255
BUSINESS PHONE: 480-888-3000
MAIL ADDRESS:
STREET 1: 7676 E. PINNACLE PEAK RD.
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85255
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2012-07-02
1
0001039889
P F CHANGS CHINA BISTRO INC
PFCB
0001227159
ANDERSON KERRII B
7676 E. PINNACLE PEAK ROAD
SCOTTSDALE
AZ
85255
1
Common Stock
2012-07-02
4
U
0
4000
51.50
D
7673
D
Common Stock
2012-07-02
4
D
0
7673
51.50
D
0
D
Cash-Settled Stock Appreciation Rights
0
2012-07-02
4
D
0
3378
51.50
D
Common Stock
3378
0
D
On July 2, 2012, Wok Acquisition Corp. ("Purchaser"), an indirect wholly owned subsidiary of Wok Parent LLC ("Parent"), successfully completed the tender offer for all outstanding shares of the common stock of P.F. Chang's China Bistro, Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated May 1, 2012, as amended by Amendment No. 1, dated June 22, 2012 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the tender offer on July 2, 2012, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director of Issuer, effective on July 2, 2012.
In accordance with the terms of the Merger Agreement, the restricted stock units held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash payment equal to $51.50 per share multiplied by the number of cancelled restricted stock units.
In accordance with the terms of the Merger Agreement, the cash-settled stock appreciation rights held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash
payment equal to the number of cancelled cash-settled stock appreciation rights multiplied by the difference between the exercise price of the cash-settled stock appreciation right and the per share purchase price of $51.50 in
accordance with the Merger Agreement.
/s/ Mark D. Mumford, attorney-in-fact for Kerrii Anderson
2012-07-05