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. 9)

 

 

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.

Jeffrey C. Thacker, 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.

 

 

 

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Introduction

This Amendment No. 9 (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, June 1, 2012, June 4, 2012 and June 8, 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 8.

ADDITIONAL INFORMATION

Item 8, “Additional Information,” is hereby amended and supplemented by inserting the following sub-section immediately after the first paragraph thereof:

“True Food Kitchen

During 2009, the Company entered into a loan facility with FRC Balance LLC (“FRC”), d/b/a True Food Kitchen, to provide debt capital for the early-stage development of True Food Kitchen restaurants. The loan facility provides for the Company to loan FRC up to $10.0 million to fund the development of five new True Food Kitchen restaurants. It also provides that the Company, under certain conditions, can convert the loan facility into a 51% equity ownership position in FRC (the “Conversion”). On February 13, 2012, the Company and FRC agreed to the exercise of the Company’s conversion option, with the Conversion expected to be completed during the second quarter of fiscal 2012.

On June 18, 2012, the Company and FRC agreed to postpone the effective date of the Conversion until October 31, 2012, the outside date for the Merger. The Company and FRC also agreed that if, and only if, the Merger occurs prior to the new effective date of the Conversion, the Company’s Conversion election will be automatically terminated and rescinded immediately prior to the Merger and the loan facility will continue to operate in full force and effect and on the same terms and conditions as prior to the Company’s Conversion election.”

 

ITEM 9.

EXHIBITS

Item 9, “Exhibits” is hereby amended and supplemented by inserting the following exhibit thereto:

 

Exhibit No.		Description
(a)(5)(U)		Excerpts from the Wok Acquisition Corp. Confidential Preliminary Offering Memorandum, dated June 18, 2012 (incorporated by reference to Exhibit 99.1 to the P.F. Chang’s China Bistro, Inc. Current Report on Form 8-K filed with the SEC on June 18, 2012).

 

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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.

 

Dated: June 18, 2012