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Filing Details

Accession Number:
Form Type:
Zero Holdings:
Publication Time:
2012-06-29 15:53:41
Reporting Period:
Filing Date:
Accepted Time:
2012-06-29 15:53:41
SEC Url:
Form 4 Filing
Cik Name Symbol Sector (SIC) IRS No
798955 Cost Plus Inc CPWM Retail-Home Furniture, Furnishings & Equipment Stores (5700) 941067973
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
886158 Bed Bath & Beyond Inc 715 Morris Avenue
Springfield NJ 07081
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share Acquisiton 2012-06-29 37,096,522 $22.00 37,096,522 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
  1. 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.
  2. As a result of the purchase of Shares in the Offer and pursuant to the exercise of a top-up option, Parent, through 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.