- Amended Statement of Ownership: Solicitation (SC 14D9/A)
November 22 2010 - 5:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 3)
THE GYMBOREE CORPORATION
(Name of Subject Company)
THE GYMBOREE
CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
403777105
(CUSIP Number of Class of Securities)
Kimberly Holtz MacMillan
Vice President and General Counsel
The Gymboree Corporation
500 Howard Street
San Francisco, California 94105
(415) 278-7000
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
With copies to:
Brian J. McCarthy, Esq.
Leif B. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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INTRODUCTION
This Amendment No. 3 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the
Schedule 14D-9
) originally filed with the U.S. Securities and Exchange Commission (the
SEC
) by The Gymboree Corporation, a Delaware corporation (the
Company
), on October 25, 2010,
and amended on November 12, 2010 and November 19, 2010. The Schedule 14D-9 relates to the offer by Giraffe Acquisition Corporation, a Delaware corporation (the
Purchaser
) and a wholly owned subsidiary of Giraffe Holding,
Inc., a Delaware corporation (
Parent
), which is controlled by Bain Capital Fund X, L.P., a Cayman Islands exempted limited partnership (the
Bain Fund
), to purchase all of the issued and outstanding shares of
common stock, par value $0.001 per share, of the Company (the
Company Common Stock
) at a purchase price of $65.40 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 October 25, 2010, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO, filed by Parent, Purchaser
and the Bain Fund with the SEC on October 25, 2010.
Except as otherwise set forth below, the information set
forth in the original Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the
Schedule 14D-9.
Item 9,
Exhibits
, is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(11)
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Press Release issued by The Gymboree Corporation on November 22, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the
Company with the SEC on November 22, 2010).
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2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule 14D-9 is true, complete and correct.
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THE GYMBOREE CORPORATION
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By:
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/s/ Matthew K. McCauley
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Name:
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Matthew K. McCauley
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Title:
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Chairman and Chief Executive Officer
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Dated:
November 22, 2010
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