- Amended Statement of Ownership: Solicitation (SC 14D9/A)
October 05 2010 - 4:09PM
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)
Burger King Holdings,
Inc.
(Name of Subject
Company)
Burger King Holdings,
Inc.
(Name of Person Filing
Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of
Securities)
121208201
(CUSIP Number of Class of
Securities)
Anne Chwat, Esq.
General Counsel
Burger King Holdings, Inc.
5505 Blue Lagoon Drive
Miami, Florida 33126
(305) 378-3000
(Name, address and telephone
numbers of person authorized to receive notices and
communications on behalf of the persons filing
statement)
With
copies to:
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Kara L. MacCullough, Esq.
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Eileen T. Nugent, Esq.
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Laurie L. Green, Esq.
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Richard J. Grossman, Esq.
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Holland & Knight LLP
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Thomas W. Greenberg, Esq.
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701 Brickell Avenue, Suite 3000
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Skadden, Arps, Slate,
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Miami, FL 33131
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Meagher & Flom LLP
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(305) 374-8500
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4 Times Square
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New York, New York 10036
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(212) 735-3000
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[ ] Check the box if the filing relates solely to
preliminary communications made before the commencement of a
tender offer.
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
Statement) originally filed with the
U.S. Securities and Exchange Commission (the
SEC) by Burger King Holdings, Inc., a Delaware
corporation (the Company), on September 16,
2010, and amended on September 29, 2010 and October 4,
2010. The Statement relates to the offer by Blue Acquisition
Sub, Inc., a Delaware corporation (Purchaser) and a
wholly-owned subsidiary of Blue Acquisition Holding Corporation,
a Delaware corporation (Parent), to purchase all of
the outstanding shares of common stock, par value $0.01 per
share, of the Company at a purchase price of $24.00 per share,
net to the sellers 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
September 16, 2010, and in the related Letter of
Transmittal, copies of which are attached to the Tender Offer
Statement on Schedule TO filed by Parent and certain of its
affiliates, including Purchaser, with the SEC on
September 16, 2010.
Except as otherwise set forth below, the information set forth
in the original Statement remains unchanged and is incorporated
herein by reference as relevant to the items in this Amendment.
Capitalized terms used but not defined herein have the meanings
ascribed to them in the Statement.
ITEM 9.
EXHIBITS.
Item 9,
Exhibits
is hereby amended and
supplemented by inserting the following exhibit thereto:
(a)(18) Frequently Asked Questions to Employees
of Burger King Holdings, Inc. dated October 5, 2010.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is
true, complete and correct.
BURGER KING HOLDINGS, INC.
Name: John W. Chidsey
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Title:
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Chairman and Chief Executive Officer
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Dated:
October 5, 2010
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