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. 7)
P.F. CHANG’S CHINA BISTRO, INC.
(Name of Subject Company)
P.F. CHANG’S CHINA BISTRO, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
69333Y108
(CUSIP Number of Class of Securities)
Richard L. Federico
Chief Executive Officer
P.F. Chang’s China Bistro, Inc.
7676 East Pinnacle Peak Road
Scottsdale, Arizona 85255
(480) 888-3000
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
With a copy to:
Cameron Jay Rains, Esq.
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 677-1400
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Introduction
This Amendment No. 7 (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 P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Company”), on May 15, 2012, and amended on May 17, 2012, May 21, 2012, May 22, 2012, May 24, 2012, May 25, 2012, and June 1, 2012. The Statement relates to the cash tender offer by Wok Acquisition Corp., a Delaware corporation (the “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., a Delaware limited partnership (“Centerbridge”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company at a purchase price of $51.50 per share, net to the holder 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, and in the related Letter of Transmittal, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Centerbridge and certain of its affiliates, including Purchaser and Parent, with the SEC on May 15, 2012.
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 3. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
Item 3, “Past Contacts, Transactions, Negotiations and Agreements,” is hereby amended and supplemented by inserting the following sentence at the end of the first paragraph of the sub-section entitled, “Relationship with Parent—Confidentiality Agreement”:
On June 1, 2012, Recipient and the Company amended the Confidentiality Agreement to clarify that the third party lenders (other than those lenders that are party to the debt commitment letter) participating in the planned syndication of the debt financing referenced in the debt commitment letter are subject to the non-use, confidentiality and other restrictive provisions set forth in the debt commitment letter rather than the terms of the Confidentiality Agreement.
| ITEM 9. | EXHIBITS |
Item 9, “Exhibits” is hereby amended and supplemented by inserting the following exhibit thereto:
| Exhibit No. |
Description | |
| (e)(14) | Second Amendment to Nondisclosure and Standstill Agreement, dated June 1, 2012, between P.F. Chang’s China Bistro, Inc. and Centerbridge Advisors II, LLC (incorporated by reference to Exhibit (d)(7) to the Schedule TO). | |
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.
| P.F. CHANG’S CHINA BISTRO, INC. | ||||||
| By: | /s/ Richard L. Federico | |||||
| Name: | Richard L. Federico | |||||
| Title: | Chairman and Chief Executive Officer | |||||
Dated: June 4, 2012