CABELAS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-09-25: Form 8-K; Period of report 2017-09-25; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2017-09-15: Form 8-K; Period of report 2017-09-15; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2017-09-08: Form 8-K; Period of report 2017-09-08; Description 8.01 Other Events; Details 8.01.
- 2017-09-07: Form 8-K; Period of report 2017-09-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-09-25 | 8-K | 2017-09-25 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 In connection with the completion of the Merger, the Company terminated and repaid in full all amounts outstanding pursuant to (i) the Note Purchases Agreement, by and among the Company and various purchasers party thereto, dated as of February 27, 2006 (as further amended or supplemented from time to time), (ii) the Note Purchase Agreement, by and among the Company and various purchasers party thereto, dated as of August 4, 2015 (as further amended or supplemented from time to time) and (iii) the Credit Agreement, by and among the Company, U.S. Bank National Association, as administrative agent for the lenders, and the other lenders party thereto from time to time, dated as of November 2, 2011 (as further amended or supplemented from time to time). 2.01 On September 25, 2017, Parent completed its acquisition of the Company pursuant to the terms of the Merger Agreement. 3.01 In connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on September 25, 2017 that, effective on that date, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive the Merger Consideration. 3.03 Upon the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of holders of Company Common Stock to receive the Merger Consideration). 5.01 As a result of the completion of the Merger, a change in control of the Company occurred, and the Surviving Corporation became a wholly owned subsidiary of Parent. 5.02 Pursuant to the terms of the Merger Agreement, effective as of the Effective Time, the members of the board of directors of Sub immediately prior to the Merger became the directors of the Company. 5.03 At the Effective time, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein. 8.01 On September 25, 2017, the Company and Parent issued a joint press release in connection with the completion of the Merger. | d460237d8k.htm |
| 2017-09-15 | 8-K | 2017-09-15 | 7.01 Regulation FD Disclosure | 7.01 Financial information for August 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kaugust2017cabelascredi.htm |
| 2017-09-08 | 8-K | 2017-09-08 | 8.01 Other Events | 8.01 On September 6, 2017, Cabela’s Incorporated, a Delaware corporation (the “Company”), announced that it was notified that the Board of Governors of the Federal Reserve (the “FRB”) has approved the previously announced sale of the assets and liabilities of the Company’s wholly owned bank subsidiary, World’s Foremost Bank (“WFB”), to Synovus Bank, a Georgia state member bank (“Synovus”). | d452071d8k.htm |
| 2017-09-07 | 8-K | 2017-09-06 | 8.01 Other Events | 8.01 On September 6, 2017, Cabela’s Incorporated, a Delaware corporation (the “Company”), was notified that the Board of Governors of the Federal Reserve (the “FRB”) has approved the previously announced sale of the assets and liabilities of the Company’s wholly owned bank subsidiary, World’s Foremost Bank (“WFB”), to Synovus Bank, a Georgia state member bank (“Synovus”). | d453070d8k.htm |
| 2017-08-15 | 8-K | 2017-08-15 | 7.01 Regulation FD Disclosure | 7.01 Financial information for July 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kjuly2017cabelascreditc.htm |
| 2017-08-03 | 8-K | 2017-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On August 3, 2017, Cabela's Incorporated issued a press release announcing financial results for its second quarter ended July 1, 2017. | a2017q28-kearningsrelease.htm |
| 2017-07-28 | 8-K | 2017-07-27 | 2.02 Results of Operations and Financial Condition | 2.02 On July 27, 2017, the registrant's wholly-owned bank subsidiary, World's Foremost Bank, filed its Consolidated Reports of Condition and Income for a Bank With Domestic Offices Only - FFIEC 041, for the quarter ended June 30, 2017 (the "Call Report"), with the Federal Deposit Insurance Corporation ("FDIC"). | a8-kq22017callreport.htm |
| 2017-07-17 | 8-K | 2017-07-17 | 7.01 Regulation FD Disclosure | 7.01 Financial information for June 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kjune2017cabelascreditc.htm |
| 2017-07-12 | 8-K | 2017-07-11 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of stockholders of Cabela’s Incorporated, a Delaware corporation (the “Company”), was held on July 11, 2017 in Sidney, Nebraska (the “Special Meeting”). 8.01 On July 11, 2017, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d422091d8k.htm |
| 2017-07-05 | 8-K | 2017-07-03 | 8.01 Other Events | 8.01 As previously disclosed, on October 3, 2016, Cabela’s Incorporated, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, by and among the Company, Bass Pro Group, LLC, a Delaware limited liability company (“Parent”), and Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), which was amended by the Amendment to Agreement and Plan of Merger, dated as of April 17, 2017 (and as further amended from time to time, the “Merger Agreement”). | d418599d8k.htm |
| 2017-06-26 | 8-K | 2017-06-26 | 8.01 Other Events | 8.01 As previously disclosed, on October 3, 2016, Cabela’s Incorporated, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, by and among the Company, Bass Pro Group, LLC, a Delaware limited liability company (“Parent”), and Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), which was amended by the Amendment to Agreement and Plan of Merger, dated as of April 17, 2017 (and as further amended from time to time, the “Merger Agreement”). | d410346d8k.htm |
| 2017-06-22 | 8-K | 2017-06-22 | 8.01 Other Events | 8.01 Litigation Related to the Merger. | d377732d8k.htm |
| 2017-06-15 | 8-K | 2017-06-15 | 7.01 Regulation FD Disclosure | 7.01 Financial information for May 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kmay2017cabelascreditca.htm |
| 2017-05-15 | 8-K | 2017-05-15 | 7.01 Regulation FD Disclosure | 7.01 Financial information for April 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kapril2017cabelascredit.htm |
| 2017-05-04 | 8-K | 2017-05-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On May 4, 2017, Cabela's Incorporated issued a press release announcing financial results for its first quarter ended April 1, 2017. | a2017q18-kearningsrelease.htm |
| 2017-04-28 | 8-K | 2017-04-27 | 2.02 Results of Operations and Financial Condition | 2.02 On April 27, 2017, the registrant's wholly-owned bank subsidiary, World's Foremost Bank, filed its Consolidated Reports of Condition and Income for a Bank With Domestic Offices Only - FFIEC 041, for the quarter ended March 31, 2017 (the "Call Report"), with the Federal Deposit Insurance Corporation ("FDIC"). | a8-kq12017callreport.htm |
| 2017-04-18 | 8-K | 2017-04-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 Amendment to Bank Program Agreement. | d351516d8k.htm |
| 2017-04-17 | 8-K | 2017-04-17 | 7.01 Regulation FD Disclosure | 7.01 Financial information for March 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kmarch2017cabelascredit.htm |
| 2017-04-17 | 8-K | 2017-04-17 | 8.01 Other Events | 8.01 As previously disclosed, on October 3, 2016, Cabela’s Incorporated, a Delaware corporation (the “Company”), entered into (a) an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Bass Pro Group, LLC, a Delaware limited liability company (“Parent”), and Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), which provides for Sub to merge with and into the Company, causing the Company to become a wholly owned subsidiary of Parent (the “Merger”), (b) a Sale and Purchase Agreement (the “Original Bank Purchase Agreement”), by and among the Company, World’s Foremost Bank, a Nebraska banking corporation and a wholly owned subsidiary of the Company (“WFB”), and Capital One, National Association, a national banking association (“CONA”), which provided for, in connection with the closing of the Merger, CONA to purchase substantially all of the business of WFB (the “Bank Asset Purchase”), and (c) a Credit Card Program Agreement (the “Bank Program Agreement”), by and between the Company and CONA, which provides for, in connection with the closing of the Bank Asset Purchase, the establishment and operation of the Cabela’s CLUB credit card program. | d351484d8k.htm |
| 2017-03-15 | 8-K | 2017-03-15 | 7.01 Regulation FD Disclosure | 7.01 Financial information for February 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kfebruary2017cabelascre.htm |
| 2017-03-03 | 8-K | 2017-03-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 2, 2017, the Compensation Committee of the Board of Directors of Cabela’s Incorporated, a Delaware corporation (the “Company”), approved and the Company issued a Company cash-based incentive award letter to each of Thomas L. Millner, the Chief Executive Officer of the Company, Scott K. Williams, the President of the Company, and Ralph W. Castner, the Executive Vice President and Chief Financial Officer of the Company (the “Company Award Letters”), and World’s Foremost Bank, a Nebraska banking corporation and wholly owned subsidiary of the Company (“WFB”), issued a cash-based incentive letter to Sean Baker, an Executive Vice President of the Company and Chief Executive Officer of WFB (the “WFB Award Letter” and, together with the Company Award Letters, the “Award Letters”). | d321677d8k.htm |
| 2017-02-16 | 8-K | 2017-02-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On February 16, 2017, Cabela's Incorporated issued a press release announcing financial results for its fourth quarter and fiscal year ended December 31, 2016. | a2016q48-kearningsrelease.htm |
| 2017-02-15 | 8-K | 2017-02-15 | 7.01 Regulation FD Disclosure | 7.01 Financial information for January 2017 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kjanuary2017cabelascred.htm |
| 2017-01-30 | 8-K | 2017-01-30 | 2.02 Results of Operations and Financial Condition | 2.02 On January 30, 2017, the registrant's wholly-owned bank subsidiary, World's Foremost Bank, filed its Consolidated Reports of Condition and Income for a Bank With Domestic Offices Only - FFIEC 041, for the quarter ended December 31, 2016 (the "Call Report"), with the Federal Deposit Insurance Corporation ("FDIC"). | a8-kq42016callreport.htm |
| 2017-01-17 | 8-K | 2017-01-17 | 7.01 Regulation FD Disclosure | 7.01 Financial information for December 2016 related to notes issued by Cabela's Credit Card Master Note Trust is being furnished as an exhibit to this report. | a8-kdecember2016cabelascre.htm |