0001104659-12-046979.txt : 20120629 0001104659-12-046979.hdr.sgml : 20120629 20120629155126 ACCESSION NUMBER: 0001104659-12-046979 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120629 FILED AS OF DATE: 20120629 DATE AS OF CHANGE: 20120629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COST PLUS INC/CA/ CENTRAL INDEX KEY: 0000798955 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 941067973 STATE OF INCORPORATION: CA FISCAL YEAR END: 0129 BUSINESS ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 5108937300 MAIL ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Coral Acquisition Corp. CENTRAL INDEX KEY: 0001549601 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14970 FILM NUMBER: 12935992 BUSINESS ADDRESS: STREET 1: C/O BED BATH & BEYOND INC. STREET 2: 650 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: (908) 688-0888 MAIL ADDRESS: STREET 1: C/O BED BATH & BEYOND INC. STREET 2: 650 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 4 1 a4.xml 4 X0305 4 2012-06-29 1 0000798955 COST PLUS INC/CA/ CPWM 0001549601 Blue Coral Acquisition Corp. C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION NJ 07083 0 0 1 0 Common Stock, par value $0.01 per share 2012-06-29 4 P 0 37096522 22.00 A 37096522 D On May 8, 2012, Cost Plus, Inc. ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bed Bath & Beyond Inc. ("Parent") and Blue Coral Acquisition Corp., a California corporation and wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser consummated a cash tender offer (the "Offer") to acquire all of the shares of Issuer's common stock (the "Shares") at a purchase price of $22.00 per Share in cash. As a result of the purchase of Shares in the Offer and pursuant to the exercise of a top-up option, Purchaser owned sufficient Shares to effect the merger of Purchaser with and into Issuer (the "Merger") in accordance with the short-form merger provisions of the California Corporations Code, without a vote or meeting of Issuer's shareholders. Pursuant to the Merger, each outstanding Share not tendered and purchased in the Offer (other than those as to which holders may properly exercise dissenters rights, if any), was converted into the right to receive the same $22.00 per Share price, without interest and less any required withholding taxes, that was paid in the Offer. Upon the closing of the Merger, Issuer became a wholly owned subsidiary of Parent, and Parent acquired direct beneficial ownership of the Shares. /s/ Allan N. Rauch, on behalf of Blue Coral Acquisition Corp. 2012-06-29