0000899243-17-029626.txt : 20171227
0000899243-17-029626.hdr.sgml : 20171227
20171227164122
ACCESSION NUMBER: 0000899243-17-029626
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171217
FILED AS OF DATE: 20171227
DATE AS OF CHANGE: 20171227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Alphabet Merger Sub Inc.
CENTRAL INDEX KEY: 0001726519
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37530
FILM NUMBER: 171276453
BUSINESS ADDRESS:
STREET 1: C/O THE HERSHEY COMPANY
STREET 2: 100 CRYSTAL A DRIVE
CITY: HERSHEY
STATE: PA
ZIP: 17033
BUSINESS PHONE: (717) 534-4200
MAIL ADDRESS:
STREET 1: C/O THE HERSHEY COMPANY
STREET 2: 100 CRYSTAL A DRIVE
CITY: HERSHEY
STATE: PA
ZIP: 17033
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HERSHEY CO
CENTRAL INDEX KEY: 0000047111
STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37530
FILM NUMBER: 171276454
BUSINESS ADDRESS:
STREET 1: 100 CRYSTAL A DRIVE
STREET 2: P O BOX 810-EXTERNAL RPTG & COMPLIANCE
CITY: HERSHEY
STATE: PA
ZIP: 17033-0810
BUSINESS PHONE: 7175344200
MAIL ADDRESS:
STREET 1: P O BOX 810-EXTERNAL RPTG & COMPLIANCE
STREET 2: 100 CRYSTAL A DRIVE
CITY: HERSHEY
STATE: PA
ZIP: 17033-0810
FORMER NAME:
FORMER CONFORMED NAME: HERSHEY FOODS CORP
DATE OF NAME CHANGE: 19920703
FORMER NAME:
FORMER CONFORMED NAME: HERSHEY CHOCOLATE CORP
DATE OF NAME CHANGE: 19680401
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Amplify Snack Brands, INC
CENTRAL INDEX KEY: 0001640313
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 WEST 5TH STREET
CITY: AUSTIN
STATE: TX
ZIP: 78701
BUSINESS PHONE: 847-982-9800
MAIL ADDRESS:
STREET 1: 500 WEST 5TH STREET
CITY: AUSTIN
STATE: TX
ZIP: 78701
FORMER COMPANY:
FORMER CONFORMED NAME: TA Holdings 1, Inc.
DATE OF NAME CHANGE: 20150422
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-12-17
0
0001640313
Amplify Snack Brands, INC
BETR
0000047111
HERSHEY CO
100 CRYSTAL A DRIVE
HERSHEY
PA
17033
0
0
1
1
See Footnote 2 and 3
0001726519
Alphabet Merger Sub Inc.
C/O THE HERSHEY COMPANY
100 CRYSTAL A DRIVE
HERSHEY
PA
17033
0
0
1
1
See Footnote 2 and 3
Common Stock, par value $0.0001
0
I
See Footnotes
On December 17, 2017, Issuer, The Hershey Company, a Delaware corporation ("Parent"), and Alphabet Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Acquisition Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent has agreed that Acquisition Sub will commence a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Issuer ("Common Stock"). The Merger Agreement provides that, following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Acquisition Sub will merge with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Issuer being the surviving corporation.
Parent and Acquisition Sub may be deemed to have beneficial ownership of 42,567,047 shares of Common Stock held by the directors, certain executive officers and certain stockholders of Issuer (collectively, the "Supporting Stockholders") as a result of entering into support agreements, dated as of December 17, 2017, with the Supporting Stockholders (the "Support Agreements"). A copy of the form of support agreement that Parent and Acquisition Sub entered into with the Supporting Stockholders was filed as an exhibit to Issuer's Current Report on Form 8-K filed on December 18, 2017.
(continued from Footnote 2) Pursuant to the Support Agreements, the Supporting Stockholders agreed, among other things, to tender his, her or its shares (the "Subject Shares") of Common Stock pursuant to the Offer. The Subject Shares represent, in the aggregate, approximately 57% of the shares of Common Stock outstanding as of December 17, 2017 (including shares of Common Stock subject to equity awards granted to directors and executive officers). Subject to the terms and conditions of the Support Agreements, the Supporting Stockholders agreed, among other things, to tender their shares of Common Stock in the Offer no later than ten business days following the commencement of the Offer. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Parent or Acquisition Sub that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied.
Parent and Acquisition Sub do not have any pecuniary interest in any of the Subject Shares.
/s/ Patricia A. Little, Senior Vice President, Chief Financial Officer of The Hershey Company
2017-12-27
/s/ Kathleen S. Purcell, Secretary of Alphabet Merger Sub Inc.
2017-12-27