SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
D.E MASTER BLENDERS 1753 N.V.
(Name of Issuer)
ORDINARY SHARES
(Title of Class of Securities)
894090943
(CUSIP Number)
October 11, 2012
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
| CUSIP No. 894090943 | Page 2 of 12 Pages |
| 1 |
Names Of Reporting Persons
Parentes Holding SE | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Austria | |||||
|
Number of shares beneficially owned by each reporting person with |
5 | Sole Voting Power
Not Applicable | ||||
| 6 | Shared Voting Power
Not Applicable | |||||
| 7 | Sole Dispositive Power
Not Applicable | |||||
| 8 | Shared Dispositive Power
Not Applicable | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable1 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 |
Percent of Class Represented by Amount in Row 9
Not Applicable | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| 1 | On October 11, 2012, D.E Master Blenders 1753 N.V. (“Issuer”) filed its Form 20-F with the Securities and Exchange Commission (the “SEC”). The Form 20-F states that Issuer has no securities registered or to be registered with the SEC pursuant to Sections 12(b) or 12(g) of the Securities Exchange Act of 1934 (the “Act”). Based on the Form 20-F, the acquisition or disposition of Issuer’s Ordinary Shares is not required to be reported under Regulation 13D-G and the Reporting Persons do not have an obligation to file amendments to this Schedule 13G. Accordingly, this Amendment No. 1 to Schedule 13G is hereby filed to reflect that the Schedule 13G is withdrawn and will not be further amended. |
13G
| CUSIP No. 894090943 | Page 3 of 12 Pages |
| 1 |
Names Of Reporting Persons
Joh. A. Benckiser s.à r.l. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Luxembourg | |||||
|
Number of shares beneficially owned by each reporting person with |
5 | Sole Voting Power
Not Applicable | ||||
| 6 | Shared Voting Power
Not Applicable | |||||
| 7 | Sole Dispositive Power
Not Applicable | |||||
| 8 | Shared Dispositive Power
Not Applicable | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable2 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 |
Percent of Class Represented by Amount in Row 9
Not Applicable | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| 2 | On October 11, 2012, Issuer filed its Form 20-F with the SEC. The Form 20-F states that Issuer has no securities registered or to be registered with the SEC pursuant to Sections 12(b) or 12(g) of the Act. Based on the Form 20-F, the acquisition or disposition of Issuer’s Ordinary Shares is not required to be reported under Regulation 13D-G and the Reporting Persons do not have an obligation to file amendments to this Schedule 13G. Accordingly, this Amendment No. 1 to Schedule 13G is hereby filed to reflect that the Schedule 13G is withdrawn and will not be further amended. |
13G
| CUSIP No. 894090943 | Page 4 of 12 Pages |
| 1 |
Names Of Reporting Persons
Donata Holding SE | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Austria | |||||
|
Number of shares beneficially owned by each reporting person with |
5 | Sole Voting Power
Not Applicable | ||||
| 6 | Shared Voting Power
Not Applicable | |||||
| 7 | Sole Dispositive Power
Not Applicable | |||||
| 8 | Shared Dispositive Power
Not Applicable | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable3 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 |
Percent of Class Represented by Amount in Row 9
Not Applicable | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| 3 | On October 11, 2012, Issuer filed its Form 20-F with the SEC. The Form 20-F states that Issuer has no securities registered or to be registered with the SEC pursuant to Sections 12(b) or 12(g) of the Act. Based on the Form 20-F, the acquisition or disposition of Issuer’s Ordinary Shares is not required to be reported under Regulation 13D-G and the Reporting Persons do not have an obligation to file amendments to this Schedule 13G. Accordingly, this Amendment No. 1 to Schedule 13G is hereby filed to reflect that the Schedule 13G is withdrawn and will not be further amended. |
13G
| CUSIP No. 894090943 | Page 5 of 12 Pages |
| 1 |
Names Of Reporting Persons
Donata Holdings B.V. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Netherlands | |||||
|
Number of shares beneficially owned by each reporting person with |
5 | Sole Voting Power
Not Applicable | ||||
| 6 | Shared Voting Power
Not Applicable | |||||
| 7 | Sole Dispositive Power
Not Applicable | |||||
| 8 | Shared Dispositive Power
Not Applicable | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable4 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 |
Percent of Class Represented by Amount in Row 9
Not Applicable | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| 4 | On October 11, 2012, Issuer filed its Form 20-F with the SEC. The Form 20-F states that Issuer has no securities registered or to be registered with the SEC pursuant to Sections 12(b) or 12(g) of the Act. Based on the Form 20-F, the acquisition or disposition of Issuer’s Ordinary Shares is not required to be reported under Regulation 13D-G and the Reporting Persons do not have an obligation to file amendments to this Schedule 13G. Accordingly, this Amendment No. 1 to Schedule 13G is hereby filed to reflect that the Schedule 13G is withdrawn and will not be further amended. |
13G
| CUSIP No. 894090943 | Page 6 of 12 Pages |
| 1 |
Names Of Reporting Persons
JAB Holdings II B.V. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Netherlands | |||||
|
Number of shares beneficially owned by each reporting person with |
5 | Sole Voting Power
Not Applicable | ||||
| 6 | Shared Voting Power
Not Applicable | |||||
| 7 | Sole Dispositive Power
Not Applicable | |||||
| 8 | Shared Dispositive Power
Not Applicable | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable5 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 |
Percent of Class Represented by Amount in Row 9
Not Applicable | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| 5 | On October 11, 2012, Issuer filed its Form 20-F with the SEC. The Form 20-F states that Issuer has no securities registered or to be registered with the SEC pursuant to Sections 12(b) or 12(g) of the Act. Based on the Form 20-F, the acquisition or disposition of Issuer’s Ordinary Shares is not required to be reported under Regulation 13D-G and the Reporting Persons do not have an obligation to file amendments to this Schedule 13G. Accordingly, this Amendment No. 1 to Schedule 13G is hereby filed to reflect that the Schedule 13G is withdrawn and will not be further amended. |
13G
| CUSIP No. 894090943 | Page 7 of 12 Pages |
| 1 |
Names Of Reporting Persons
JAB Forest B.V. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Netherlands | |||||
|
Number of shares beneficially owned by each reporting person with |
5 | Sole Voting Power
Not Applicable | ||||
| 6 | Shared Voting Power
Not Applicable | |||||
| 7 | Sole Dispositive Power
Not Applicable | |||||
| 8 | Shared Dispositive Power
Not Applicable | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable6 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11 |
Percent of Class Represented by Amount in Row 9
Not Applicable | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| 6 | On October 11, 2012, Issuer filed its Form 20-F with the SEC. The Form 20-F states that Issuer has no securities registered or to be registered with the SEC pursuant to Sections 12(b) or 12(g) of the Act. Based on the Form 20-F, the acquisition or disposition of Issuer’s Ordinary Shares is not required to be reported under Regulation 13D-G and the Reporting Persons do not have an obligation to file amendments to this Schedule 13G. Accordingly, this Amendment No. 1 to Schedule 13G is hereby filed to reflect that the Schedule 13G is withdrawn and will not be further amended. |
| Item 1. | ||||||||||||
| (a) |
Name of Issuer: | |||||||||||
| D.E Master Blenders 1753 N.V. | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| Oosterdoksstraat 80, Amsterdam 1011 DK, The Netherlands | ||||||||||||
| Item 2. | ||||||||||||
| (a) |
Name of Person Filing: | |||||||||||
| Parentes Holding SE | ||||||||||||
| Joh. A. Benckiser s.à r.l. | ||||||||||||
| Donata Holding SE | ||||||||||||
| Donata Holdings B.V. | ||||||||||||
| JAB Holdings II B.V. | ||||||||||||
| JAB Forest B.V. | ||||||||||||
| (b), (c) |
Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons: | |||||||||||
| The principal business address of Parentes Holding SE is Rooseveltplatz 4-5 / Top 10, A-1090 Vienna, Austria. Parentes Holding SE is an Austrian Societas Europaea. | ||||||||||||
| The principal business address of Joh. A. Benckiser s.à r.l. is 26 Boulevard Royal, L-2449 Luxembourg. Joh. A. Benckiser s.à r.l. is a Luxembourg Société à Responsabilité Limitée. Joh. A. Benckiser s.à r.l. is a majority owned subsidiary of Parentes Holding SE. | ||||||||||||
| The principal business address of Donata Holding SE is Rooseveltplatz 4-5 / Top 10, A-1090 Vienna, Austria. Donata Holding SE is an Austrian Societas Europaea. | ||||||||||||
| The principal business address of Donata Holdings B.V. is Oudeweg 147, NL-2031 CC Haarlem, The Netherlands. Donata Holdings B.V. is a Dutch Besloten Vennootschap. Donata Holdings B.V. is a wholly owned subsidiary of Donata Holding SE. | ||||||||||||
| The principal business address of JAB Holdings II B.V. is Oudeweg 147, NL-2031 CC Haarlem, The Netherlands. JAB Holdings II B.V. is a Dutch Besloten Vennootschap. JAB Holdings II B.V. is a majority owned subsidiary of Donata Holdings B.V. | ||||||||||||
| The principal business address of JAB Forest B.V. is Oudeweg 147, NL-2031 CC Haarlem, The Netherlands. JAB Forest B.V. is a Dutch Besloten Vennootschap. JAB Forest B.V. is a wholly owned subsidiary of JAB Holdings II B.V. | ||||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Ordinary Shares | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 894090943 | ||||||||||||
| Item 3. | Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): | |||||||||||
| Not Applicable. | ||||||||||||
| Item 4. | Ownership. | |||||||||
| Not Applicable. On October 11, 2012, Issuer filed its Form 20-F with the SEC. The Form 20-F states that Issuer has no securities registered or to be registered with the SEC pursuant to Sections 12(b) or 12(g) of the Act. Based on the Form 20-F, the acquisition or disposition of Issuer’s Ordinary Shares is not required to be reported under Regulation 13D-G and the Reporting Persons do not have an obligation to file amendments to this Schedule 13G. Accordingly, this Amendment No. 1 to Schedule 13G is hereby filed to reflect that the Schedule 13G is withdrawn and will not be further amended. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||||||
| Not Applicable. | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| Not Applicable. | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||||||
| Not Applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||||
| Not Applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||||
| Not Applicable. | ||||||||||
| Item 10. | Certification. | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connections with a nomination under § 240.14a-11. | ||||||||||
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 16, 2012
| Parentes Holding SE |
| Joh. A. Benckiser s.à r.l. |
| Donata Holding SE |
| Donata Holdings B.V. |
| JAB Holdings II B.V. |
| /s/ Joachim Creus |
| By: Joachim Creus |
| Title: Attorney-in-Fact |
| /s/ Constantin Thun-Hohenstein |
| By: Constantin Thun-Hohenstein |
| Title: Attorney-in-Fact |
| JAB Forest B.V. |
| /s/ Joachim Creus |
| By: Joachim Creus |
| Title: Managing Director |
| /s/ Constantin Thun-Hohenstein |
| By: Constantin Thun-Hohenstein |
| Title: Managing Director |
EXHIBIT A
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Ordinary Shares of D.E Master Blenders 1753 B.V. may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Joachim Creus and Constantin Thun-Hohenstein as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.
Date: June 11, 2012
| Parentes Holding SE |
| /s/ Markus Hopmann |
| By: Markus Hopmann |
| Title: Authorized Representative (Prokurist) |
| /s/ Andrea Oechsler-Steinhauser |
| By: Andrea Oechsler-Steinhauser |
| Title: Authorized Representative (Prokurist) |
| Joh. A. Benckiser s.à r.l. |
| /s/ Markus Hopmann |
| By: Markus Hopmann |
| Title: Manager (Gérant) |
| /s/ Joachim Creus |
| By: Joachim Creus |
| Title: Manager (Gérant) |
| Donata Holding SE |
| /s/ Markus Hopmann |
| By: Markus Hopmann |
| Title: Authorized Representative (Prokurist) |
| /s/ Andrea Oechsler-Steinhauser |
| By: Andrea Oechsler-Steinhauser |
| Title: Authorized Representative (Prokurist) |
| Donata Holdings B.V. |
| /s/ Markus Hopmann |
| By: Markus Hopmann |
| Title: Managing Director |
| /s/ Joachim Creus |
| By: Joachim Creus |
| Title: Managing Director |
| JAB Holdings II B.V. |
| /s/ Markus Hopmann |
| By: Markus Hopmann |
| Title: Managing Director |
| /s/ Constantin Thun-Hohenstein |
| By: Constantin Thun-Hohenstein |
| Title: Managing Director |
| JAB Forest B.V. |
| /s/ Joachim Creus |
| By: Joachim Creus |
| Title: Managing Director |
| /s/ Constantin Thun-Hohenstein |
| By: Constantin Thun-Hohenstein |
| Title: Managing Director |