0001209191-14-067192.txt : 20141107
0001209191-14-067192.hdr.sgml : 20141107
20141107091112
ACCESSION NUMBER: 0001209191-14-067192
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141105
FILED AS OF DATE: 20141107
DATE AS OF CHANGE: 20141107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EINSTEIN NOAH RESTAURANT GROUP INC
CENTRAL INDEX KEY: 0000949373
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 133690261
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 555 ZANG STREET
STREET 2: SUITE 300
CITY: LAKEWOOD
STATE: CO
ZIP: 80228
BUSINESS PHONE: 3035688000
MAIL ADDRESS:
STREET 1: 555 ZANG STREET
STREET 2: SUITE 300
CITY: LAKEWOOD
STATE: CO
ZIP: 80228
FORMER COMPANY:
FORMER CONFORMED NAME: NEW WORLD RESTAURANT GROUP INC
DATE OF NAME CHANGE: 20010928
FORMER COMPANY:
FORMER CONFORMED NAME: NEW WORLD COFFEE MANHATTAN BAGEL INC
DATE OF NAME CHANGE: 19990413
FORMER COMPANY:
FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC /
DATE OF NAME CHANGE: 19981007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JAB Forest B.V.
CENTRAL INDEX KEY: 0001576735
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33515
FILM NUMBER: 141202848
BUSINESS ADDRESS:
STREET 1: OUDE WEG 147
STREET 2: NL - 2031 CC HAARLEM
CITY: HAARLEM, THE NETHERLANDS
STATE: P7
ZIP: 2031
BUSINESS PHONE: 352 22 9999 5178
MAIL ADDRESS:
STREET 1: OUDE WEG 147
STREET 2: NL - 2031 CC HAARLEM
CITY: HAARLEM, THE NETHERLANDS
STATE: P7
ZIP: 2031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Spruce Merger Sub Inc.
CENTRAL INDEX KEY: 0001620913
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33515
FILM NUMBER: 141202849
BUSINESS ADDRESS:
STREET 1: 2200 PENNSYLVANIA AVE., NW
CITY: WASHINGTON
STATE: DC
ZIP: 20052
BUSINESS PHONE: 202-507-5838
MAIL ADDRESS:
STREET 1: 2200 PENNSYLVANIA AVE., NW
CITY: WASHINGTON
STATE: DC
ZIP: 20052
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JAB Holdings B.V.
CENTRAL INDEX KEY: 0001579134
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33515
FILM NUMBER: 141202850
BUSINESS ADDRESS:
STREET 1: OUDEWEG 147
CITY: CC HAARLEM
STATE: P7
ZIP: 2031
BUSINESS PHONE: 31-23-2302883
MAIL ADDRESS:
STREET 1: OUDEWEG 147
CITY: CC HAARLEM
STATE: P7
ZIP: 2031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JAB Holding Co s.a r.l.
CENTRAL INDEX KEY: 0001621428
STATE OF INCORPORATION: N4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33515
FILM NUMBER: 141202851
BUSINESS ADDRESS:
STREET 1: 5 RUE GOETHE
CITY: LUXEMBOURG
STATE: N4
ZIP: L-1637
BUSINESS PHONE: 352 27 177 539
MAIL ADDRESS:
STREET 1: 5 RUE GOETHE
CITY: LUXEMBOURG
STATE: N4
ZIP: L-1637
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jab Beech Inc.
CENTRAL INDEX KEY: 0001564816
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33515
FILM NUMBER: 141202853
BUSINESS ADDRESS:
STREET 1: 2200 PENNSYLVANIA AVENUE, NW
CITY: WASHINGTON
STATE: DC
ZIP: 20052
BUSINESS PHONE: 516-537-1040
MAIL ADDRESS:
STREET 1: C/O SALOMON & COMPANY P.C.
STREET 2: 336 ATLANTIC AVENUE
CITY: EAST ROCKAWAY
STATE: NY
ZIP: 11518
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Agnaten SE
CENTRAL INDEX KEY: 0001579044
STATE OF INCORPORATION: C4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33515
FILM NUMBER: 141202852
BUSINESS ADDRESS:
STREET 1: ROOSEVELTPLATZ 4-5
STREET 2: TOP 10
CITY: VIENNA
STATE: C4
ZIP: A-1090
BUSINESS PHONE: 43-1-98650-100
MAIL ADDRESS:
STREET 1: ROOSEVELTPLATZ 4-5
STREET 2: TOP 10
CITY: VIENNA
STATE: C4
ZIP: A-1090
FORMER NAME:
FORMER CONFORMED NAME: Parentes Holding SE
DATE OF NAME CHANGE: 20130611
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-11-05
0
0000949373
EINSTEIN NOAH RESTAURANT GROUP INC
BAGL
0001564816
Jab Beech Inc.
2200 PENNSYLVANIA AVENUE NW
WASHINGTON
DC
20037
0
0
1
0
0001579044
Agnaten SE
ROOSEVELTPLATZ 4-5
TOP 10
VIENNA
C4
A-1090
AUSTRIA
0
0
1
0
0001576735
JAB Forest B.V.
OUDEWEG 147
HAARLEM
P7
2031 CC
NETHERLANDS
0
0
1
0
0001621428
JAB Holding Co s.a r.l.
OUDEWEG 147
HAARLEM
P7
2031 CC
NETHERLANDS
0
0
1
0
0001579134
JAB Holdings B.V.
OUDEWEG 147
HAARLEM
P7
2031 CC
NETHERLANDS
0
0
1
0
0001620913
Spruce Merger Sub Inc.
C/O JAB BEECH INC.
2200 PENNSYLVANIA AVENUE NW
WASHINGTON
DC
20037
0
0
1
0
Common Stock, par value $0.001 per share
2014-11-05
4
P
0
18057135
20.25
A
100
D
Pursuant to the terms of the Agreement & Plan of Merger, dated as of September 29, 2014, by and among JAB Beech Inc. ("JAB"), Spruce Merger Sub Inc. ("Merger Sub") and Einstein Noah Restaurant Group, Inc. ("Einstein Noah"), JAB (through Merger Sub) commenced a cash tender offer to purchase all of the issued and outstanding shares of the common stock of Einstein Noah (the "Shares") at a price of $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest). The tender offer period expired at 12:00 midnight, New York City time, at the end of Tuesday, November 4, 2014 (the "Effective Time"), at which time approximately 16,498,208 Shares had been validly tendered and not withdrawn pursuant to the tender offer and such Shares were accepted for purchase by Merger Sub at the Effective Time. The Shares purchased represented approximately 87.0792% of Einstein Noah's outstanding Shares.
The 18,057,135 shares also includes all of the outstanding Shares not tendered in the offer and deemed acquired by Merger Sub pursuant to the consummation of the merger. At the Effective Time, these shares were cancelled by operation of law pursuant to the merger. Each publicly held Share was converted into the right to receive $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest).
Prior to the merger, JAB held 100 shares of the common stock of Merger Sub, par value $0.01, which shares represented all of the issued and outstanding capital stock of Merger Sub. Upon the merger of Merger Sub with and into Einstein Noah, each share of Merger Sub held by JAB was converted into one share of the surviving corporation, and Merger Sub's separate corporate existence ceased. Einstein Noah survived the merger as an indirect wholly owned subsidiary of JAB.
/s/ Joachim Creus, as President
2014-11-07
/s/ Joachim Creus and /s/ Markus Hopmann, as Authorized Representatives
2014-11-07
/s/ Joachim Creus and /s/ Markus Hopmann, as Managing Directors
2014-11-07
/s/ Joachim Creus and /s/ Markus Hopmann, as Managing Directors
2014-11-07
/s/ Joachim Creus and /s/ Markus Hopmann, as Managing Directors
2014-11-07
/s/ Joachim Creus, as President
2014-11-07