UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)
DIEDRICH
COFFEE, INC.
(Name of Subject Company (Issuer))
PEBBLES ACQUISITION SUB, INC.
GREEN MOUNTAIN COFFEE ROASTERS, INC.
(Names of Filing Persons (Offerors))
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
253675201
(CUSIP Number of Class of Securities)
Lawrence J.
Blanford
Green Mountain Coffee Roasters, Inc.
33 Coffee Lane
Waterbury, Vermont 05676
(802) 244-5621
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Jane D. Goldstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
CALCULATION OF FILING FEE
|
|
|
Transaction Valuation (1)
|
|
Amount Of Filing Fee (2)
|
$212,469,740
|
|
$11,855.81
|
(1) Estimated for purposes of calculating the
filing fee only. The transaction valuation was calculated by multiplying (a) 6,070,564 shares of common stock, par value $0.01 per share, of Diedrich Coffee, Inc., consisting of (i) 5,726,813 shares issued and outstanding as of
December 7, 2009 and (ii) 343,751 shares expected to be issuable, or otherwise deliverable, prior to the expiration of this tender offer in connection with vested options, warrants and other rights to acquire Diedrich Coffee, Inc.
common stock, by (b) the tender offer price of $35.00 per share.
(2) The amount of filing fee, calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for Fiscal Year 2010, issued by the Securities and Exchange Commission, equals $55.80 per million of the transaction valuation.
x
|
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 the date of its filing.
|
Amount Previously
Paid: $11,855.81
Form or Registration No.: Schedule TO-T
Filing Party: Pebbles Acquisition Sub, Inc. and Green Mountain Coffee Roasters, Inc.
Date Filed: December 11, 2009
¨
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
x
|
third-party tender offer subject to Rule 14d-1.
|
¨
|
issuer tender offer subject to Rule 13e-4.
|
¨
|
going-private transaction subject to Rule 13e-3.
|
¨
|
amendment to Schedule 13D under Rule 13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender
offer:
x
This Amendment No. 17 (this
Amendment
) amends and supplements the Tender Offer
Statement on Schedule TO originally filed with the Securities and Exchange Commission on December 11, 2009, as amended (the
Schedule TO
), by Green Mountain Coffee Roasters, Inc., a Delaware corporation
(
Parent
), and Pebbles Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (
Purchaser
). The Schedule TO relates to the offer (the
Offer
) by
Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the
Shares
), of Diedrich Coffee, Inc., a Delaware corporation (the
Company
), at a
purchase price of $35.00 per Share, net to the seller in cash, without interest thereon, upon the terms, and subject to the conditions, of the Offer to Purchase, dated December 11, 2009 (the
Offer to Purchase
), and the
related Letter of Transmittal (the
Letter of Transmittal
), copies of which are filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized terms used and not otherwise defined in this
Amendment have the respective meanings assigned to such terms in the Schedule TO or the Offer to Purchase, as applicable.
This Amendment
is the final amendment to the Schedule TO and, in accordance with Instruction H of the General Instructions to Schedule TO, constitutes Parents and Purchasers disclosure under Section 13(d) of the Securities Exchange
Act of 1934, as amended, with respect to all Shares acquired by Purchaser in the Offer.
Item 11. Additional
Information.
Items 1 through 9 and Item 11 of the Schedule TO are amended and supplemented to include the following:
The Offer
expired at 12:00 midnight (one minute after 11:59 p.m.) New York City, New York time on May 10, 2010. The
Depositary has advised Parent and Purchaser that, as of the Expiration Time, approximately 5,446,334 Shares were validly tendered and not properly withdrawn pursuant to the Offer, which represented approximately 95.06% of all outstanding Shares.
Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn, and payment for such Shares has been made in accordance with the Offers terms.
Parent and Purchaser then effected the Merger on May 11, 2010 as a short form merger in accordance with the terms of the Merger
Agreement and Delaware law.
The full text of the press release issued by Parent on May 11, 2010 announcing completion of the Offer and the
Merger is filed as Exhibit (a)(5)(xiv) to the Schedule TO, and is incorporated by reference into the Schedule TO.
Item 12. Exhibits.
Item 12
of the Schedule TO is amended and supplemented to include the following:
(a)(5)(xiv) Press Release issued May 11, 2010
SIGNATURES
After due 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
GREEN MOUNTAIN COFFEE ROASTERS, INC.
|
|
|
|
|
|
Date: May 11, 2010
|
|
|
|
By:
|
|
/s/ Frances G. Rathke
|
|
|
|
|
|
|
|
|
Name: Frances G. Rathke
|
|
|
|
|
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
PEBBLES ACQUISITION SUB, INC.
|
|
|
|
|
|
Date: May 11, 2010
|
|
|
|
By:
|
|
/s/ Howard Malovany
|
|
|
|
|
|
|
|
|
Name: Howard Malovany
|
|
|
|
|
|
|
|
|
Title: Vice President, Corporate,
General Counsel and Secretary
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit
|
|
Exhibit Name
|
|
|
(a)(1)(i)
|
|
Offer to Purchase dated December 11, 2009*+
|
|
|
(a)(1)(ii)
|
|
Form of Letter of Transmittal*+
|
|
|
(a)(1)(iii)
|
|
Form of Notice of Guaranteed Delivery*+
|
|
|
(a)(1)(iv)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*+
|
|
|
(a)(1)(v)
|
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*+
|
|
|
(a)(5)(i)
|
|
Press release dated December 8, 2009 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed on
December 8, 2009)
|
|
|
(a)(5)(ii)
|
|
Summary Advertisement published on December 11, 2009*
|
|
|
(a)(5)(iii)
|
|
Press Release issued December 11, 2009*
|
|
|
(a)(5)(iv)
|
|
Letter to Stockholders of Diedrich Coffee, Inc. dated December 18, 2009*
|
|
|
(a)(5)(v)
|
|
Letter to Employees of Diedrich Coffee, Inc. dated December 18, 2009*
|
|
|
(a)(5)(vi)
|
|
Press Release issued January 8, 2010*
|
|
|
(a)(5)(vii)
|
|
Press Release issued January 13, 2010*
|
|
|
(a)(5)(viii)
|
|
Presentation to Employees of Diedrich Coffee, Inc. dated January 19, 2010*
|
|
|
(a)(5)(ix)
|
|
Press Release issued February 8, 2010*
|
|
|
(a)(5)(x)
|
|
Press Release issued March 9, 2010*
|
|
|
(a)(5)(xi)
|
|
Press Release issued April 6, 2010*
|
|
|
(a)(5)(xii)
|
|
Press Release issued May 3, 2010*
|
|
|
(a)(5)(xiii)
|
|
Press Release issued May 10, 2010*
|
|
|
(a)(5)(xiv)
|
|
Press Release issued May 11, 2010
|
|
|
(b)(1)
|
|
Amended and Restated Revolving Credit Agreement, dated as of December 3, 2007, among Green Mountain Coffee Roasters, Inc., its guarantor subsidiaries, Bank of
America, N.A., Banc of America Securities LLC and the other lender parties thereto (incorporated by reference to Exhibit 4.1 of the Annual Report on Form 10-K filed for the fiscal year ended
September 29, 2007)
|
|
|
(b)(2)
|
|
Amendment No. 1 dated July 18, 2008 to Amended and Restated Revolving Credit Agreement, dated as of December 3, 2007, among Green Mountain Coffee
Roasters, Inc., its guarantor subsidiaries, Bank of America, N.A., Banc of America Securities LLC and the other lender parties thereto (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K for the
fiscal year ended September 27, 2008)
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of December 7, 2009, by and among Green Mountain Coffee Roasters, Inc., Pebbles Acquisition Sub, Inc. and Diedrich
Coffee, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on December 8, 2009)
|
|
|
|
(d)(2)
|
|
Stockholder Agreement, dated as of December 7, 2009, by and between Green Mountain Coffee Roasters, Inc. and Paul C. Heeschen (incorporated by reference to
Exhibit 2.2 of the Current Report on Form 8-K filed on December 8, 2009)
|
|
|
(d)(3)
|
|
Form of Stockholder Agreement, dated as of December 7, 2009, by and between Green Mountain Coffee Roasters, Inc. and those certain directors and executive officers of
Diedrich Coffee, Inc. party thereto (incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed on December 8, 2009)
|
|
|
(d)(4)
|
|
Confidentiality Agreement, dated as of November 19, 2009, by and between Diedrich Coffee, Inc. and Green Mountain Coffee Roasters, Inc.*
|
|
|
(g)
|
|
Not applicable
|
|
|
(h)
|
|
Not applicable
|
+
|
Previously mailed to holders and beneficial owners of the Shares
|
Diedrich Coffee (MM) (NASDAQ:DDRX)
Historical Stock Chart
From Oct 2024 to Nov 2024
Diedrich Coffee (MM) (NASDAQ:DDRX)
Historical Stock Chart
From Nov 2023 to Nov 2024