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