SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7)

P.F. CHANG’S CHINA BISTRO, INC.

(Name of Subject Company (Issuer))

WOK ACQUISITION CORP.

WOK PARENT LLC

WOK HOLDINGS INC.

(Name of Filing Persons (Offerors))

CENTERBRIDGE CAPITAL PARTNERS II, L.P.

CENTERBRIDGE ASSOCIATES II, L.P.

(Name of Filing Persons (Other Person(s))

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

69333Y108

(CUSIP Number of Class of Securities)

Susanne V. Clark

c/o Centerbridge Partners, L.P.

375 Park Avenue, 12th Floor

New York, New York 10152

Telephone: (212) 672-5000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Michael E. Lubowitz, Esq.

Douglas P. Warner, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$1,107,651,252	$126,937

(1) Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 21,283,548 shares of common stock, par value $0.001 per share, of P.F. Chang’s China Bistro, Inc. (“P.F. Chang’s”) outstanding multiplied by the offer price of $51.50 per share, (ii) 737,592 shares of common stock, par value $0.001 per share, of P.F. Chang’s, issuable pursuant to outstanding options with an exercise price less than the offer price of $51.50 per share, multiplied by the offer price of $51.50 per share minus the weighted average exercise price for such options of $38.95 per share and (iii) 44,500 outstanding restricted stock units, multiplied by the offer price of $51.50 per share. The calculation of the filing fee is based on information provided by P.F. Chang’s as of May 4, 2012.

(2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by 0.00011460.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $126,937.00	Filing Party: Wok Acquisition Corp., Wok Parent LLC, Wok Holdings Inc. and Centerbridge Capital Partners II, L.P.
Form of Registration No.: Schedule TO	Date Filed: May 15, 2012

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

¨ Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

This Amendment No. 7 amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2012, as amended by Amendment No. 1 filed on May 21, 2012, Amendment No. 2 filed on May 22, 2012, Amendment No. 3 filed on May 25, 2012, Amendment No. 4 filed on June 1, 2012, Amendment No. 5 filed on June 4, 2012 and Amendment No. 6 filed on June 8, 2012 (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) and relates to the offer by Wok Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Wok Parent LLC, a Delaware limited liability company (“Parent”), which is controlled by Centerbridge Capital Partners II, L.P. (“Centerbridge”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of P.F. Chang’s China Bistro, Inc., a Delaware corporation (“P.F. Chang’s”), at a purchase price of $51.50 per Share, net to the seller 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 May 15, 2012 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Schedule TO (including the Offer to Purchase) and the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC by P.F. Chang’s on May 15, 2012 contain important information about the Offer, all of which should be read carefully by P.F. Chang’s stockholders before any decision is made with respect to the Offer. The Offer is made pursuant to the Agreement and Plan of Merger, dated as of May 1, 2012, among Parent, Purchaser and P.F. Chang’s.

Documentation relating to the Offer has been mailed to stockholders of P.F. Chang’s and may be obtained at no charge at the website maintained by the SEC at www.sec.gov and may also be obtained at no charge by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, New York 10038-3560, or by calling toll-free at (866) 300-8594.

All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Items 1 through 12 in the Schedule TO, except those items as to which information is specifically provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

Amendments to the Schedule TO and the Offer to Purchase

The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by:

Adding Centerbridge Associates II, L.P. as a filing person in Item 3 (“Identity and Background of Filing Person”) of the Schedule TO.

Adding the following paragraph as a new fifth paragraph in Section 8 of the Offer to Purchase entitled “Certain Information Concerning Parent, Purchaser and Certain Related Persons”:

Centerbridge Associates II, L.P., a Delaware limited partnership (“Centerbridge Associates”), is a private partnership whose principal business is acting as the general partner of Centerbridge. Its business address is 375 Park Avenue, 12th Floor, New York, New York 10152. The telephone number at such office is (212) 672-5000.

Amending and replacing the first sentence of the sixth paragraph in Section 8 of the Offer to Purchase entitled “Certain Information Concerning Parent, Purchaser and Certain Related Persons” in its entirety to read as follows:

The name, business address, citizenship, present principal occupation and employment history for the past five (5) years of each of the members of the board of directors and, as applicable, the executive officers of Parent, Wok Holdings, Purchaser, Centerbridge and Centerbridge Associates are set forth in Schedule I.

Amending and replacing all references to “none of Parent, Wok Holdings, Purchaser and Centerbridge or, to the best knowledge of Parent, Wok Holdings, Purchaser and Centerbridge,” set forth in the Offer to Purchase with “none of Parent, Wok Holdings, Purchaser, Centerbridge and Centerbridge Associates or, to the best knowledge of Parent, Wok Holdings, Purchaser, Centerbridge and Centerbridge Associates.”

Amending and replacing all references to “between Parent, Wok Holdings, Purchaser and Centerbridge or, to the best knowledge of Parent, Wok Holdings, Purchaser and Centerbridge,” set forth in the Offer to Purchase with “between Parent, Wok Holdings, Purchaser, Centerbridge and Centerbridge Associates or, to the best knowledge of Parent, Wok Holdings, Purchaser, Centerbridge and Centerbridge Associates.”

Amending and supplementing the information set forth in Schedule I of the Offer to Purchase entitled “Information Relating to Purchaser, Parent and Certain Related Persons – 4. Centerbridge Capital Partners II, L.P.” by adding the following sentence as a new first sentence:

Centerbridge Capital Partners II, L.P. does not have any officers or directors.

Amending and supplementing the information set forth in Schedule I of the Offer to Purchase entitled “Information Relating to Purchaser, Parent and Certain Related Persons” by adding the following paragraph as a new fifth full paragraph:

5. CENTERBRIDGE ASSOCIATES II, L.P.

Centerbridge Associates II, L.P. does not have any officers or directors. Centerbridge GP Investors II, LLC, a Delaware limited liability company, is the general partner of Centerbridge Associates II, L.P. The principal business of Centerbridge GP Investors II, LLC is acting as the general partner of Centerbridge Associates II, L.P. Centerbridge GP Investors II, LLC does not have any officers or directors. The following individuals have the authority to bind Centerbridge GP Investors II, LLC, and the name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five (5) years of each such individual is set forth below. The business address and phone number of Centerbridge GP Investors II, LLC is 375 Park Avenue, 12th Floor, New York, New York, 10152, (212) 672-5000. All directors and executive officers listed below are citizens of the United States.

NAME AND POSITION	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND EMPLOYMENT HISTORY
Jason S. Mozingo         Senior Managing Director         Authorized Signatory	See above.
Jeffrey W. Long         Senior Managing Director         Centerbridge Partners, L.P.	Jeffrey W. Long joined Centerbridge Partners in 2010. Mr. Long currently serves as a board member of CraftWorks Restaurants & Breweries, Inc., New Penhall Holding Company and Aquilex Holdings LLC. From 2005 to 2010, Mr. Long served as a Managing Director at Vestar Capital Partners where he played a pivotal role in dramatically improving performance and rebuilding the management teams of several portfolio companies across various sectors. Mr. Long was also a Principal at McKinsey & Company, Inc., where he focused on the aerospace and defense, energy, engineering and construction, and diversified industries. Mr. Long started his career as a Cavalry Officer in the U.S. Army, successfully leading progressively larger organizations over 14 years of service. Mr. Long graduated from the United States Military Academy at West Point, first in his class, with a B.S. in Engineering. He earned a diploma in International Relations from L’Institut d’études politiques in Paris, France, a Masters of Public Administration from the John F. Kennedy School of Government at Harvard University, and a Masters of Military Arts and Science from the Command and General Staff College at Fort Leavenworth, Kansas.

SIGNATURE

After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

WOK ACQUISITION CORP.
By:	/s/ Jason Mozingo
Name:	Jason Mozingo
Title:	President
WOK PARENT LLC
By:	/s/ Jason Mozingo
Name:	Jason Mozingo
Title:	President
WOK HOLDINGS INC.
By:	/s/ Jason Mozingo
Name:	Jason Mozingo
Title:	President
CENTERBRIDGE CAPITAL PARTNERS II, L.P.
By:	Centerbridge Associates II, L.P.,
	its general partner
By:	Centerbridge GP Investors II, LLC
	its general partner
By:	/s/ Jason Mozingo
Name:	Jason Mozingo
Title:	Senior Managing Director and Authorized
	Signatory
CENTERBRIDGE ASSOCIATES II, L.P.
By:	Centerbridge GP Investors II, LLC
	its general partner
By:	/s/ Jason Mozingo
Name:	Jason Mozingo
Title:	Senior Managing Director and Authorized
	Signatory

Date: June 14, 2012

EXHIBIT INDEX

Exhibit		Exhibit Name
	(a)(1)(A)	Offer to Purchase dated May 15, 2012.*
	(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
	(a)(1)(C)	Notice of Guaranteed Delivery.*
	(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(5)(A)	Press Release issued by P.F. Chang’s China Bistro, Inc. on May 1, 2012, incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Purchaser on May 1, 2012.*
	(a)(5)(B)	Form of Summary Advertisement as published on May 15, 2012 in The New York Times.*
	(a)(5)(C)	Class Action Complaint, dated as of May 2, 2012 (Israni v. P.F. Chang’s China Bistro, Inc., et al.).*
	(a)(5)(D)	Class Action Complaint, dated as of May 11, 2012 (Jeanty v. Kerrii B. Anderson, et al.).*
	(a)(5)(E)	Class Action Complaint, dated as of May 11, 2012 (Macomb County Employees’ Retirement System v. P.F. Chang’s China Bistro, Inc., et al.).*
	(a)(5)(F)	Press Release issued by P.F. Chang’s China Bistro, Inc. on May 15, 2012.*
	(a)(5)(G)	Press Release issued by P.F. Chang’s China Bistro, Inc. on May 21, 2012.*
	(a)(5)(H)	Amended Class Action Complaint, dated as of May 17, 2012 (Jeanty v. Kerrii B. Anderson, et al.).*
	(a)(5)(I)	Class Action Complaint, dated as of May 18, 2012 (Coyne v. P.F. Chang’s China Bistro, Inc., et al.).*
	(a)(5)(J)	Amended Class Action Complaint, dated as of May 21, 2012 (Israni v. P.F. Chang’s China Bistro, Inc., et al.).*
	(a)(5)(K)	Press Release issued by P.F. Chang’s China Bistro, Inc. on June 1, 2012.*
	(a)(5)(L)	Joint Press Release issued by P.F. Chang’s China Bistro, Inc. and Centerbridge Partners, L.P. on June 8, 2012.*
	(b)	Not applicable.
	(d)(1)	Agreement and Plan of Merger, dated as of May 1, 2012, among Wok Parent LLC, Wok Acquisition Corp. and P.F. Chang’s China Bistro, Inc.*
	(d)(2)	Nondisclosure and Standstill Agreement, dated as of March 2, 2012, between P.F. Chang’s China Bistro, Inc. and Centerbridge Advisors II, LLC.*
	(d)(3)	First Amendment to Nondisclosure and Standstill Agreement, dated as of March 27, 2012, between P.F. Chang’s China Bistro, Inc. and Centerbridge Advisors II, LLC.*
	(d)(4)	Equity Commitment Letter, dated as of May 1, 2012, from Centerbridge Capital Partners II, L.P. and Centerbridge Capital Partners SBS II, L.P. to Parent.*
	(d)(5)	Limited Guarantee, dated as of May 1, 2012, delivered by Centerbridge Capital Partners II, L.P. in favor of P.F. Chang’s.*
	(d)(6)	Amended and Restated Debt Commitment Letter, dated as of May 15, 2012, from Wells Fargo Bank, National Association, WF Investment Holdings, LLC, Wells Fargo Securities, LLC, Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Barclays Bank PLC to Purchaser.*
	(d)(7)	Second Amendment to Nondisclosure and Standstill Agreement, dated as of June 1, 2012, between P.F. Chang’s China Bistro, Inc. and Centerbridge Advisors II, LLC.*
	(g)	Not applicable.
	(h)	Not applicable.

* Previously filed.

CORRESP

VIA EDGAR	767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax
June 14, 2012	Michael E. Lubowitz +1 212 310 8566 michael.lubowitz@weil.com

Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, DC 20549-3628

Attn: Mr. Daniel F. Duchovny, Special Counsel

Re: P.F. Chang’s China Bistro, Inc.

Schedule TO-T/A filed May 25, 2012 by Wok Acquisition Corp. et al.

SEC File No. 005-54977

Dear Mr. Duchovny:

This letter is sent on behalf of Wok Acquisition Corp. (“Purchaser”), Wok Parent LLC (“Parent”), Wok Holdings Inc. (“Wok Holdings”) and Centerbridge Capital Partners II, L.P. (“Centerbridge Capital II,” and together with Purchaser, Parent and Wok Holdings, the “Filing Persons”), in response to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) communicated in its letter dated June 6, 2012 regarding the above-referenced filing, as well as our additional conversations.

For ease of reference, the Staff’s comments from its letter are reproduced below in bold and are followed by the Filing Persons’ response. Any capitalized terms used in this letter but not defined have the meanings given to such terms in the above-referenced filing.

Schedule TO

1. We note your responses to prior comments 1 and 12. We reissue prior comment 1: please include Centerbridge Associates II, L.P. as a bidder to the tender offer.

The Filing Persons have revised the Offer to include Centerbridge Associates II, L.P. (“Centerbridge Associates II,” and together with the Filing Persons, the “Bidders”) as a bidder to the tender offer.

Mr. Duchovny
U.S. Securities and Exchange Commission
June 14, 2012
Page 2

Offer to Purchase

Certain Information Concerning P.F. Chang’s, page 12

2. We reissue prior comment 4. Your disclosure stating that “Set forth below are the material portions of the Projections provided to us” continue to suggest that you have summarized the projections. Please revise.

The Bidders do not believe that any additional disclosure is necessary in the Offer to Purchase to convey to stockholders that the Offer to Purchase includes all material projections provided to them by P.F. Chang’s. The Bidders hereby confirm that the Offer to Purchase includes all of those material projections.

Certain Conditions of the Offer, page 50

3. We disagree with your response to prior comment 6 and we reissue it.

The Bidders acknowledge that upon the satisfaction of the Financing Proceeds Condition, they will be required to promptly file an amendment to the Schedule TO in accordance with Rule 14D-3(b)(1) disclosing this material change and confirm that they will disseminate this disclosure in a manner reasonably calculated to inform security holders as required by Rule 14d-4(d). The Bidders confirm that five business days will remain in the Offer following this disclosure or that the Offer will be extended so that at least five business days remain in the Offer. The Bidders also reiterate that the funding of the equity financing under the Equity Commitment Letter, while subject to certain conditions as described in Section 9 – “Source and Amount of Funds” of the Offer to Purchase, is not a condition to the Offer.

4. On a related note, be advised that all conditions to the offer, other than those subject to applicable law, must be satisfied or waived before the expiration of the offer. Thus, please revise your Financing Proceeds Condition to ensure that it may be satisfied or waived as of the expiration of the offer. As currently stated, it appears that satisfaction of the first clause of the condition (i.e., receipt of the proceeds) could only occur after expiration of the offer.

As described in the response to comment 3 above, the Bidders have confirmed that five business days will remain in the Offer following disclosure of the change or that the Offer will be extended so that at least five business days remain in the Offer. Accordingly, the Bidders acknowledge that the satisfaction of the first clause of the condition must occur prior to the expiration of the Offer. In addition, the Section 15 – “Certain Conditions of the Offer” of the Offer to Purchase states that:

Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to . . . pay for any Shares validly tendered and not validly withdrawn prior to any then-

Mr. Duchovny
U.S. Securities and Exchange Commission
June 14, 2012
Page 3

scheduled Expiration Date in connection with the Offer if, immediately prior to the then-scheduled Expiration Date . . . (c) the Financing Proceeds Condition has not been satisfied . . . .

The Bidders believe that such disclosure informs the stockholders that the Financing Proceeds Condition (including the first clause of such condition) must be satisfied prior to the expiration of the Offer and that no additional disclosure is necessary.

5. On a further related note, we reissue prior comment 7 because we continue to believe that you have included a financing condition in your offer to purchase. We also note that (i) the addition of disclosure about the committed capital of Centerbridge does not comply with Item 10 of Schedule TO, (ii) the fact that Centerbridge Capital is not a party to the merger agreement (even though it is a bidder in the tender offer) or has not committed to contribute any funds other than the equity commitment do not lessen the materiality of the bidders’ financial condition to tendering security holders in the context of an offer which we consider to include a financing condition.

The Bidders respectfully submit that the financial statements of the Bidders are not material to a stockholder’s decision whether to sell, tender or hold its securities that are the subject of the Offer. As discussed below, the Bidders believe that the financial statements of the Bidders are not material to stockholders of P.F. Chang’s for the following reasons:

• As disclosed in Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons” of the Offer to Purchase, Parent, Wok Holdings and Purchaser are newly formed entities, formed solely for the purpose of investing in P.F. Chang’s and have not engaged in any business except for activities related to the Offer and the Merger and arranging the related financing. As a result, the disclosure of financial statements of those Bidders would not provide stockholders of P.F. Chang’s with any additional meaningful information.

• The Bidders do not believe that the financial statements of Centerbridge Associates II would be material to a stockholder’s decision with respect to the Offer because Centerbridge Associates II does not have any operations other than acting as the general partner of Centerbridge Capital II. In addition, Centerbridge Associates II is not obligated to provide any financing in connection with the Offer.

• The Bidders do not believe that the financial statements of Centerbridge Capital II would be material to a stockholder’s decision with respect to the Offer because Centerbridge Capital II is an investment fund and does not have any operations other than making investments in securities. Only the capital contribution committed by Centerbridge Capital II (which commitment has been disclosed) is

Mr. Duchovny
U.S. Securities and Exchange Commission
June 14, 2012
Page 4

relevant in the context of the Schedule TO since Centerbridge Capital II is not obligated to contribute amounts to complete the Offer in excess of the equity commitment previously disclosed in the Schedule TO. The Bidders have also previously disclosed the amount of committed capital of Centerbridge Capital II.

• No other assets that would be identified on a balance sheet for any of the Bidders is relevant to a stockholder’s decision to sell, hold or tender shares in the Offer since such assets would not be available to fund the payment of tendered Shares in the Offer. Moreover, as disclosed in Section 9 – “Source and Amount of Funds,” upon consummation of the Merger, P.F. Chang’s will become the borrower under the debt financing and, accordingly, only the assets of P.F. Chang’s and its other subsidiaries which will be guarantors under the debt financing, will secure the obligations under the debt financing.

• The Offer is not subject to the funding of the equity financing under the Equity Commitment Letter.

• If the Minimum Condition and the other conditions to the Offer are satisfied, as a result of the same-day consummation of the Offer and the Merger, all stockholders of P.F. Chang’s, whether such stockholders tender Shares or not, will receive solely cash for such Shares and not stock or other securities of Purchaser or its affiliates. As a result, the financial condition and results of operations of the Bidders would not provide meaningful information to any of the stockholders of P.F. Chang’s, as such stockholders will have no ongoing interest in the business or operations of Purchaser after the same-day consummation of the Offer and the Merger.

For all of the above reasons, the Bidders respectfully submit that the financial condition of the Bidders is not material.

Schedule I

6. We reissue prior comment 12 as it relates to Centerbridge Associates II, L.P.

In response to the Staff’s comment and pursuant to general instruction C to Schedule TO, the Bidders have revised the information regarding Centerbridge Associates II to include that Centerbridge GP Investors II, LLC (“Centerbridge GP Investors II”) is the sole general partner of Centerbridge Associates II and that the principal business of Centerbridge GP Investors II is acting as the general partner of Centerbridge Associates II. The Bidders have also revised Schedule I to include the information required for officers and directors of Centerbridge GP Investors II.

Mr. Duchovny
U.S. Securities and Exchange Commission
June 14, 2012
Page 5

If you have any questions or would like to discuss any of the Bidders’ responses, please do not hesitate to call me at (212) 310-8566 or, if more convenient, send me an e-mail at michael.lubowitz@weil.com.

Sincerely,

/s/ Michael E. Lubowitz

Michael E. Lubowitz

cc: Susanne V. Clark