0001104659-12-046980.txt : 20120629
0001104659-12-046980.hdr.sgml : 20120629
20120629155341
ACCESSION NUMBER: 0001104659-12-046980
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120629
FILED AS OF DATE: 20120629
DATE AS OF CHANGE: 20120629
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: COST PLUS INC/CA/
CENTRAL INDEX KEY: 0000798955
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700]
IRS NUMBER: 941067973
STATE OF INCORPORATION: CA
FISCAL YEAR END: 0129
BUSINESS ADDRESS:
STREET 1: 200 FOURTH STREET OAKLAND
STREET 2: SEE ADDRESS LISTED ABOVE
CITY: OAKLAND
STATE: CA
ZIP: 94607
BUSINESS PHONE: 5108937300
MAIL ADDRESS:
STREET 1: 200 FOURTH STREET OAKLAND
STREET 2: SEE ADDRESS LISTED ABOVE
CITY: OAKLAND
STATE: CA
ZIP: 94607
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BED BATH & BEYOND INC
CENTRAL INDEX KEY: 0000886158
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700]
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0227
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14970
FILM NUMBER: 12936007
BUSINESS ADDRESS:
STREET 1: 650 LIBERTY AVENUE
CITY: UNION
STATE: NJ
ZIP: 07083
BUSINESS PHONE: 2013791520
MAIL ADDRESS:
STREET 1: 715 MORRIS AVENUE
CITY: SPRINGFIELD
STATE: NJ
ZIP: 07081
4
1
a4.xml
4
X0305
4
2012-06-29
0
0000798955
COST PLUS INC/CA/
CPWM
0000886158
BED BATH & BEYOND INC
715 MORRIS AVENUE
SPRINGFIELD
NJ
07081
0
0
1
0
Common Stock, par value $0.01 per share
2012-06-29
4
P
0
37096522
22.00
A
37096522
D
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.
/s/ Eugene A. Castagna, on behalf of Bed Bath & Beyond Inc.
2012-06-29