- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 13 2010 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.
)
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
BURGER KING HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Burger King Merger Transaction
Frequently Asked Questions and Answers
For Burger King Employees
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1.
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What is the transaction between Burger King and 3G?
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In the Burger King Merger transaction, 3G has offered to purchase all of the company’s stock
for $24 per share in cash. This type of transaction is known as a
“tender offer”. If you own shares of BK outright, you are a shareholder and you will receive information from your broker
regarding the tender offer.
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2.
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What will happen to shares I own outright if the deal closes?
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If you own shares of BK stock
they will be purchased for $24 per share if the transaction
closes.
To voluntarily tender shares you own through a broker:
Contact your broker using the telephone
number found in the materials received in the mail or the telephone number or email address
found on statements received from your broker. If you need additional tender offer materials,
you can contact your broker or D.F. King, which is the information agent for the offer. D.F.
King can be reached toll-free at (800) 714-3313.
Proceeds from Sale:
You will need to contact your broker for information pertaining to the
distribution of the proceeds from the purchase of your shares in the offer. The distribution of
proceeds generally happens within a few days of the completion of an offer.
Contact Your Broker:
If you have questions about your shares as a result of the close of this
transaction you need to contact your broker. BK will not have
specific information regarding shares you own outright or hold in a brokerage account.
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3.
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What will happen to the Valentine’s Day Grant stock options?
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Valentine’s Day Grant:
The
Valentine’s Day Grant refers to the two (2)
stock options that were awarded to eligible employees on February 14,
2006. As a result of the stock split which occurred prior to the Initial Public Offering (IPO),
the grant is equivalent to 53 options with an exercise price of $21.64.
1
If you received a Valentine’s Day Grant of stock options on February 14, 2006
the unexercised
vested and unvested options will receive an amount
in cash equal to the “spread” between the offer price of $24 per share and the $21.64 exercise
price of the option, and your stock options will be cancelled. The value of each option is the
difference between $24 and the exercise price ($21.64). The total cash payment will be 53 x
$2.36 or $125.08, less applicable withholding taxes. It will be distributed by the Company
through local payroll. There will be no fees associated with liquidating these options as a
result of the closing of the sale to 3G.
YOU ARE NOT REQUIRED TO TAKE ANY ACTION ON OUTSTANDING OPTIONS
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4.
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What will happen to the shares of stock held in the 401(k) plan?
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4
01(k)
BK Stock Fund
:
You should contact Merrill Lynch at 888-637-4252 by October 13, 2010, 3:00
p.m. ET to provide instructions if you wish to tender your shares of BK Stock in your 401(k)
account. Shares held in the 401(k) BK stock fund will be purchased at the close of the deal for
$24 per share, whether or not you tendered your shares. The proceeds will be moved automatically
to the ML Retirement Preservation Trust Fund (RPT). Your future contribution allocation that was
directed toward the purchase of BK Stock will also be directed to the RPT Fund. Following the
automatic transfer, you will have the ability to change how the proceeds will be invested and
redirect your contribution allocation. Account information is available at Benefits OnLine at
www.benefits.ml.com.
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5.
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Will there be any blackout dates or other restrictions on stock options or the BK
stock fund in the 401(k) plan leading up to the closing of the sale to 3G?
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All Employees
: All employees will be subject to a blackout period at Merrill Lynch beginning on
October 8, 2010 at the close of trading. No transactions will be permitted on outstanding vested
stock options, and for employees who participate in the BK 401(k) plan no transactions will be
permitted on shares held in the 401(k) BK stock fund (other than tendering the shares). Unless
you are in the window group, the blackout will not apply to transactions on shares owned
outright and held in a Merrill Lynch or other brokerage account.
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6.
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What will happen to the F’11 bonus if the BK Merger closes?
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If the transaction closes, you will receive your target bonus prorated for the period of
July 1, 2010 until the closing date.
For example, assume that your base salary is $40,000 and your target bonus is 10%. If the
transaction closes on October 19 (which is 111 days into fiscal 2011), you will receive
110/365 which is approximately 30% of your bonus, or $1,200, less applicable withholding
taxes.
2
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7.
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What will be the timing of payments and statements?
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Payments from the Company
: The Company’s goal is to process the payments within one week
of the closing of the transaction.
Payments from Brokers for “Owned Shares”:
You will need to contact your broker for information
pertaining to the timing and distribution of the proceeds
Statements:
Within one week of the closing, the Total Rewards team will distribute statements
detailing the proceeds from outstanding stock option awards and the pro rata RSIP bonus, if
applicable.
Notice to Investors
This FAQ is neither an offer to purchase nor a solicitation of an offer to sell any securities.
The solicitation and the offer to buy shares of the Company’s common stock is being made
pursuant to an offer to purchase and related materials that an affiliate of 3G Capital filed
with the SEC. An affiliate of 3G Capital has filed a tender offer statement on Schedule TO with
the SEC in connection with the commencement of the offer, and the Company has filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter of transmittal and other
offer documents) and the solicitation/recommendation statement, including any amendments
thereto, contain important information that should be read carefully and considered before any
decision is made with respect to the tender offer. These materials have been or will be sent
free of charge to all the Company’s stockholders. In addition, all of these materials (and all
other materials filed by the Company with the SEC) are available at no charge from the SEC
through its website at www.sec.gov. The Schedule TO, Schedule 14D-9 and related materials may
be obtained for free from D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York
10005, Toll-Free Telephone: (800) 714-3313. Investors and security holders may also obtain free
copies of the documents filed with the SEC by the Company by contacting the Company’s Investor
Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number (305) 378-7696 or
investor@whopper.com.
3
Additional Information about the Merger and Where to Find It
In connection with the potential transaction referred to in this FAQ, Burger King Holdings, Inc.
filed a preliminary proxy statement with the SEC related to the approval of the merger agreement
by the Company’s stockholders. Additionally, the Company will file other relevant materials with
the SEC in connection with the proposed acquisition of the Company by an affiliate of 3G Capital
pursuant to the terms of the merger agreement. The materials filed and to be filed by the
Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov.
Investors and stockholders also may obtain free copies of the proxy statement from the Company
by contacting the Company’s Investor Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126,
telephone number (305) 378-7696 or investor@whopper.com. Investors and security holders of the
Company are urged to read the definitive proxy statement and the other relevant materials when
they become available before making any voting or investment decision with respect to the
proposed merger because they will contain important information about the merger and the parties
to the merger.
Burger King Holdings, Inc. and its respective directors, executive officers and other members of
their management and employees, under the SEC rules, may be deemed to be participants in the
solicitation of proxies of the Company’s stockholders in connection with the proposed merger.
Investors and security holders may obtain more detailed information regarding the names,
affiliations and interests of certain of the Company’s executive officers and directors in the
solicitation by reading the Company’s proxy statement for its 2009 annual meeting of
stockholders, the Annual Report on Form 10-K for the fiscal year ended June 30, 2010, the
preliminary proxy statement relating to the merger and other relevant materials which may be
filed with the SEC in connection with the merger when and if they become available. Information
concerning the interests of the Company’s participants in the solicitation, which may, in some
cases, be different than those of the Company’s stockholders generally, will be set forth in the
definitive proxy statement relating to the merger when it becomes available.
Date: October 13, 2010
4
BURGER KING HOLDINGS, INC. ANNOUNCES END OF “GO-SHOP” PERIOD
MIAMI — October 13, 2010 — Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) today announced
the expiration of the “go-shop” period pursuant to the terms of the previously announced merger
agreement, dated as of September 2, 2010, which contemplates the acquisition of the Company by an
affiliate of 3G Capital.
During the “go-shop” process the Company had the right to solicit superior proposals from third
parties for a period of 40 calendar days continuing through October 12, 2010. The Company noted
that it did not receive any alternative acquisition proposals during the “go-shop” period.
The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on
Thursday, October 14, 2010, unless extended or earlier terminated. The Company continues to
recommend that stockholders tender their shares pursuant to the tender offer commenced by an
affiliate of 3G Capital.
Contacts
For Burger King Holdings, Inc.
Media
Miguel Piedra
(305) 378-7277
Investors
Sergio Manas
(305) 378-7696
About Burger King Holdings, Inc.
The BURGER KING
®
system operates more than 12,150 restaurants in all 50 states and in 76 countries
and U.S. territories worldwide. Approximately 90 percent of BURGER KING
®
restaurants are owned and
operated by independent franchisees, many of them family-owned operations that have been in
business for decades. In 2008, Fortune magazine ranked Burger King Corp. (BKC) among America’s
1,000 largest corporations and in 2010, Standard & Poor’s included shares of Burger King Holdings,
Inc. in the S&P MidCap 400 index. BKC was recognized by Interbrand on its top 100 “Best Global
Brands” list and Ad Week has named it one of the top three industry-changing advertisers within the
last three decades. To learn more about Burger King Corp., please visit the Company’s Web site at
http://www.bk.com.
Forward Looking Statements
This press release may contain “forward-looking statements.” These forward-looking statements
involve significant risks and uncertainties and are not guarantees of future performance. All
statements other than statements of historical fact are statements that
could be deemed forward-looking statements. Forward-looking statements include, without
limitation, statements regarding the consummation of the tender offer and merger and the intent of
any parties about future actions. Actual results may differ materially from those currently
anticipated due to a number of risks and uncertainties, including uncertainties as to how many of
the Company stockholders will tender their stock in the offer; the possibility that competing
offers will be made; and the possibility that various closing conditions for the transaction may
not be satisfied or waived and risks and uncertainties relating to these matters that are discussed
in documents filed with the SEC by Burger King Holdings, Inc. as well as the tender offer documents
filed by an affiliate of 3G Capital and the solicitation/recommendation statement filed by the
Company. Investors and security holders may obtain free copies of the documents filed with the SEC
by the Company by contacting 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number (305)
378-7696 or investor@whopper.com. Neither 3G Capital nor the Company undertakes any obligation to
update any forward-looking statements as a result of new information, future developments or
otherwise, except as expressly required by law.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of the Company’s common stock is being
made pursuant to an offer to purchase and related materials that an affiliate of 3G Capital filed
with the SEC. An affiliate of 3G Capital has filed a tender offer statement on Schedule TO with
the SEC in connection with the commencement of the offer, and the Company has filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement, including any amendments thereto, contain
important information that should be read carefully and considered before any decision is made with
respect to the tender offer. These materials have been or will be sent free of charge to all the
Company’s stockholders. In addition, all of these materials (and all other materials filed by the
Company with the SEC) are available at no charge from the SEC through its website at www.sec.gov.
The Schedule TO, Schedule 14D-9 and related materials may be obtained for free from D.F. King &
Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Toll-Free Telephone: (800)
714-3313. Investors and security holders may also obtain free copies of the documents filed with
the SEC by the Company by contacting the Company’s Investor Relations at 5505 Blue Lagoon Drive,
Miami, Florida 33126, telephone number (305) 378-7696 or investor@whopper.com.
Additional Information about the Merger and Where to Find It
In connection with the potential transaction referred to in this press release, Burger King
Holdings, Inc. filed a preliminary proxy statement with the SEC related to the approval of the
merger agreement by the Company’s stockholders. Additionally, the Company will file other relevant
materials with the SEC in connection with the proposed acquisition of the Company by an affiliate
of 3G Capital pursuant to the terms of the merger agreement. The materials filed and to be filed by
the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov.
Investors and stockholders also may
obtain free copies of the proxy statement from the Company by contacting the Company’s Investor
Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number (305) 378-7696 or
investor@whopper.com. Investors and security holders of the Company are urged to read the
definitive proxy statement and the other relevant materials when they become available before
making any voting or investment decision with respect to the proposed merger because they will
contain important information about the merger and the parties to the merger.
Burger King Holdings, Inc. and its respective directors, executive officers and other members of
their management and employees, under the SEC rules, may be deemed to be participants in the
solicitation of proxies of the Company’s stockholders in connection with the proposed merger.
Investors and security holders may obtain more detailed information regarding the names,
affiliations and interests of certain of the Company’s executive officers and directors in the
solicitation by reading the Company’s proxy statement for its 2009 annual meeting of stockholders,
the Annual Report on Form 10-K for the fiscal year ended June 30, 2010, the preliminary proxy
statement relating to the merger and other relevant materials which may be filed with the SEC in
connection with the merger when and if they become available. Information concerning the interests
of the Company’s participants in the solicitation, which may, in some cases, be different than
those of the Company’s stockholders generally, will be set forth in the definitive proxy statement
relating to the merger when it becomes available.
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