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