Transaction Valuation(*) | Amount of Filing Fee(**) | ||||||
$35,984,308
|
$ | 4,178 | |||||
(*) | Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by multiplying the offer price of $4.00 per share of common stock of Tasty Baking Company, par value $0.50 per share, (Shares) by 8,996,077 Shares, which is the sum of (i) 8,622,847 Shares outstanding (including unvested restricted shares) and (ii) 373,230 Shares authorized and reserved for issuance (including Shares subject to issuance pursuant to applicable stock options and deferred stock units). | |
(**) | Estimated for purposes of calculating the amount of the filing fee only. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by .0001161. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
Amount Previously Paid:
|
N/A | Filing Party: | N/A | |||
Form or Registration No.:
|
N/A | Date Filed: | N/A |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
o | Rule 13e-4(i) (cross-border issuer tender offer). | |
o | Rule 14d-1(d) (cross-border third-party tender offer). |
Exhibit No. | Description | |
(a)(1)(A)
|
Offer to Purchase, dated April 21, 2011 | |
(a)(1)(B)
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) | |
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery | |
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(E)
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(5)(A)
|
Form of Summary Advertisement as published in The Wall Street Journal on April 21, 2011 | |
(a)(5)(B)
|
Joint Press Release issued by Flowers Foods, Inc. and Tasty Baking Company on April 11, 2011 (incorporated by reference to Exhibit 99.1 to Schedule TO-C filed by Flowers Foods, Inc. with the Securities and Exchange Commission on April 11, 2011) | |
(a)(5)(C)
|
Joint Press Release issued by Flowers Foods, Inc. and Tasty Baking Company on April 21, 2011 | |
(b)(1)
|
Amended and Restated Credit Agreement, dated as of June 6, 2006, among Flowers Foods, Inc., the Lenders Party thereto from time to time, Bank of America N.A., Harris N.A. and Cooperative Centrale |
-2-
Exhibit No. | Description | |
Raiffeisen-Boerenleen Bank, B.A., Rabsbank International, New York Branch, as co-documentation agents, SunTrust Bank, as syndication agent, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Flowers Foods, Inc. with the Securities and Exchange Commission on June 7, 2006, File No. 1-16247) | ||
(b)(2)
|
First Amendment and Waiver, dated October 5, 2007, among Flowers Foods, Inc., a Georgia corporation, the lenders party to the Credit Agreement and Deutsche Bank AG New York Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Flowers Foods, Inc. with the Securities and Exchange Commission on October 11, 2007, File No. 1-16247) | |
(d)(1)
|
Agreement and Plan of Merger, dated as of April 10, 2011, by and among Flowers Foods, Inc., Flowers Bakeries, LLC and Tasty Baking Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Tasty Baking Company with the Securities and Exchange Commission on April 11, 2011) | |
(g)
|
Not applicable | |
(h)
|
Not applicable |
-3-
COMPASS MERGER SUB, INC. |
||||
By: | /s/ Stephen R. Avera | |||
Name: | Stephen R. Avera | |||
Title: | President | |||
FLOWERS FOODS, INC. |
||||
By: | /s/ Stephen R. Avera | |||
Name: | Stephen R. Avera | |||
Title: | Executive Vice President, Secretary
and General Counsel |
Exhibit No. | Description | |
(a)(1)(A)
|
Offer to Purchase, dated April 21, 2011 | |
(a)(1)(B)
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) | |
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery | |
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(E)
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(5)(A)
|
Form of Summary Advertisement as published in The Wall Street Journal on April 21, 2011 | |
(a)(5)(B)
|
Joint Press Release issued by Flowers Foods, Inc. and Tasty Baking Company on April 11, 2011 (incorporated by reference to Exhibit 99.1 to Schedule TO-C filed by Flowers Foods, Inc. with the Securities and Exchange Commission on April 11, 2011) | |
(a)(5)(C)
|
Joint Press Release issued by Flowers Foods, Inc. and Tasty Baking Company on April 21, 2011 | |
(b)(1)
|
Amended and Restated Credit Agreement, dated as of June 6, 2006, among Flowers Foods, Inc., the Lenders Party thereto from time to time, Bank of America N.A., Harris N.A. and Cooperative Centrale Raiffeisen-Boerenleen Bank, B.A., Rabsbank International, New York Branch, as co-documentation agents, SunTrust Bank, as syndication agent, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Flowers Foods, Inc. with the Securities and Exchange Commission on June 7, 2006, File No. 1-16247) | |
(b)(2)
|
First Amendment and Waiver, dated October 5, 2007, among Flowers Foods, Inc., a Georgia corporation, the lenders party to the Credit Agreement and Deutsche Bank AG New York Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Flowers Foods, Inc. with the Securities and Exchange Commission on October 11, 2007, File No. 1-16247) | |
(d)(1)
|
Agreement and Plan of Merger, dated as of April 10, 2011, by and among Flowers Foods, Inc., Flowers Bakeries, LLC and Tasty Baking Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Tasty Baking Company with the Securities and Exchange Commission on April 11, 2011) | |
(g)
|
Not applicable | |
(h)
|
Not applicable |