As filed with the Securities and Exchange Commission on April 3, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Green Mountain Coffee, Inc.
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(Name of Subject Company (issuer))
Green Mountain Coffee, Inc. (issuer)
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(Names of Filing Persons (identifying
status as offeror, issuer or other person))
Common Stock, $.10 par value
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393122106
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(CUSIP Number of Class of Securities)
Robert P. Stiller
Chairman, President and Chief Executive Officer
Green Mountain Coffee, Inc.
33 Coffee Lane
Waterbury, VT 05676
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
H. Kenneth Merritt, Jr., Esq.
Merritt & Merritt
30 Main Street, Suite 330
PO Box 5839
Burlington, VT 05402
(802) 658-7830
<PAGE>
Calculation of Filing Fee
Transaction valuation* Amount of Filing Fee
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*Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 300,000 shares at $15.00 per share.
[ ] 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:___________________
Form or Registration No.:_________________
Filing Party:_____________________________
Date Filed:_______________________________
[X] 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:
[ ] third-party tender offer subject to Rule 14d-1.
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[X] issuer tender offer subject to Rule 13e-4.
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[ ] going-private transaction subject to Rule 13e-3.
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[ ] amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
Item 1. Summary Term Sheet.
Item 2. Subject Company Information.
Item 3. Identity and Background of Filing Person.
Item 4. Terms of the Transaction.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 7. Source and Amount of Funds or Other Consideration.
Item 8. Interest in Securities of the Subject Company.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Item 10. Financial Statements.
Item 11. Additional Information.
Item 12. Exhibits.
(a)(5)(i) Press Release dated April, 3, 2000
Item 13. Information Required by Schedule 13E-3.
SIGNATURE
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.
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(Signature)
Robert P. Stiller, Chairman, President and Chief Executive Officer
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(Name and title)
April 3, 2000
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(Date)
Green Mountain Coffee, Inc. Announces Dutch Auction
Self-Tender Offer For Up To 300,000 Shares
WATERBURY, VERMONT----April 3, 2000--Green Mountain Coffee, Inc. (Nasdaq:
GMCR) today announced that its Board of Directors has authorized a Dutch Auction
self-tender offer for up to 300,000 shares of the Company's Common Stock,
representing approximately 9% of its outstanding shares.
The tender price range will be from $13.50-$15.00 per share. The
Company's shares closed trading on NASDAQ on April 3, 2000 at $14.00. The
Company indicated that it would use cash on hand and borrowings under its credit
line with Fleet Bank, N.A. to purchase the shares.
The tender offer will be subject to various terms and conditions
described in offering materials to be distributed to stockholders in
approximately two weeks. STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER
STATEMENT WHEN IT IS AVAILABLE AS IT CONTAINS IMPORTANT INFORMATION. THE TENDER
OFFER STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE COMMISSION ARE AVAILABLE AT THE COMMISSION'S WEB SITE (www.sec.gov).
THE TENDER OFFER STATEMENT AND RELATED DOCUMENTS, THE COMPANY'S FORM 10-K FOR
THE FISCAL YEAR ENDED SEPTEMBER 25, 1999 AND FORM 10-Q FOR THE QUARTER ENDED
JANUARY 15, 2000, ARE AVAILABLE FREE OF CHARGE FROM THE COMPANY.
Under the terms of the Dutch Auction offer, stockholders will be given
the opportunity to specify prices within the Company's stated price range at
which they are willing to tender their shares. Upon receipt of the tenders, the
Company will determine a final price that enables it to purchase up to the
stated amount of shares from those stockholders who agreed to sell at or below
the company-selected purchase price. All shares purchased will be at that
determined price. If more than 300,000 shares are tendered at or below the
purchase price, there will be a proration.
Robert P. Stiller, Chairman, President and Chief Executive Officer of
the Company, said, "We believe that our Company's stock is undervalued at the
present time, and that this repurchase is in the best interests of the Company
and is consistent with our long-term objective of increasing stockholder value."
Certain statements contained herein, including, without limitation,
statements containing the words "believe," "anticipates," "expects" and words
of similar import, constitute "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Factors that could cause
actual results to differ materially from those in the forward-looking statements
include, but are not limited to, fluctuations in availability and cost of green
coffee, competition and other business conditions in the coffee industry and
more generally in the food and beverage industry, the impact of the loss of one
or more major customers, the Company's level of success in continuing to attract
new customers, economic conditions, variances from budgeted sales mix and growth
rate, customer acceptance of the Company's new products, the impact of a tighter
job market, weather and special or unusual events, as well as other risk factors
as described more fully in the Company's filings with the Securities and
Exchange Commission. Given these uncertainties, undue reliance should not be
placed on such forward-looking statements. The Company disclaims any obligation
to update any such factors or to publicly announce the results of any revisions
to any of the forward-looking statements contained herein to reflect future
events or developments.
