<PAGE>
As filed with the Securities and Exchange Commission on May 16, 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. 2)
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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(Title of Class of Securities)
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
(802) 244-5621
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
H. Kenneth Merritt, Jr.
Merritt & Merritt
30 Main Street, Suite 330
PO Box 5839
Burlington, VT 05402
(802) 658-7830
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<TABLE>
<CAPTION>
Calculation of Filing Fee
Transaction valuation* Amount of Filing Fee
<S> <C>
$4,800,000 $960**
</TABLE>
*Calculated solely for the purpose of determining the filing fee, based
upon the purchase of 300,000 shares at the maximum price of $16.00 per
share.
**Previously paid
/ / 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:
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/ / 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.
/X/ 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/
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ITEM 1. SUMMARY TERM SHEET.
The Summary Term Sheet at Page (iv) of the Offer to Purchase (as defined in Item
2.) is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The Issuer of the securities to which this Issuer Tender Offer Statement on
Schedule TO (the "Statement") relates is Green Mountain Coffee, Inc. and the
address of its principal executive office is 33 Coffee Lane, Waterbury, VT
05676. This Statement relates to a tender offer by the Company to purchase up to
300,000 shares (or such lesser number of shares as are validly tendered) of its
Common Stock, $.10 par value (the "Shares"), at prices, net to the seller in
cash and specified by stockholders, not greater than $16.00 nor less than $14.50
per Share, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated April 17, 2000, as amended (the "Offer to Purchase"), and in
the related Letter of Transmittal (which together constitute the "Offer"),
copies of which are filed as Exhibits 12 (a)(1)(i) and (a)(1)(ii), respectively.
(b) As of April 3, 2000, the Issuer had 3,354,747 shares of Common Stock, $.10
par value, issued and outstanding and 286,328 Shares reserved for issuance upon
exercise of options which were exercisable within 60 days thereof.
(c) The information set forth in "Introduction" and "Section 7. Price Range of
Shares" of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The Information set forth in the "Introduction," "Section 8. Interest of
Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares" and "Section 10. Certain Information About the Company" of the Offer to
Purchase" is incorporated by reference.
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ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in "Introduction," "Section 1. Number of Shares;
Proration," "Section 2. Tenders by Holders of Fewer than 100 Shares," "Section
3. Procedure for Tendering Shares," "Section 4. Withdrawal Rights," "Section 5.
Purchase of Shares and Payment of Purchase Price," "Section 6. Certain Condition
of the Offer," "Section 14. Certain Federal Income Tax Consequences," "Section
15. Extension of the Offer; Termination; Amendments" and "Section 17.
Miscellaneous" of the Offer to Purchase are incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the "Introduction" and "Section 8. Interest of
Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares" of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in "Introduction" and "Section 9. Background and
Purpose of the Offer" of the Offer to Purchase are incorporated herein by
reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "Section 11. Source and Amount of Funds" of
the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in "Section 8. Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in "Section 16. Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.
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ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13. Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Section 12. Effects of the Offer on the
Market for Shares; Registration under the Exchange Act" of the Offer to Purchase
is incorporated herein by reference.
(d) Not applicable.
(e) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits 12 (a)(1)
(i) and (a)(2)(ii), respectively, and incorporated in their entirety herein by
reference.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase, dated April 17, 2000, as amended(1)
(a)(1)(ii) Letter of Transmittal (2)
(a)(1)(iii) Notice of Guaranteed Delivery (2)
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (2)
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (2)
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (2)
(a)(1)(viii) Letter to the Company's Stockholders from Robert P. Stiller,
Chairman of the Board, President and Chief Executive Officer of the Company,
dated April 17, 2000 (2)
(a)(5)(i) News Release issued by the Company on April 3, 2000 (3)
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(a)(5)(ii) News Release issued by the Company on April 17, 2000 (2)
(a)(5)(iii) News Release issued by the Company on May 15, 2000
(b)(1) Twelfth Amendment to Fleet Bank - NH Commercial Loan Agreement and
Loan Documents dated April 7, 2000. (2)
(b)(2) Collateral Assignment of Leasehold Interest, dated August 11, 1993,
between Green Mountain Coffee Roasters, Inc. and Fleet Bank - NH (4)
(b)(3) Seventh Amendment and First Restatement of Commercial Loan
Agreement, dated April 12, 1996, among Green Mountain Coffee Roasters, Inc., as
borrower, and Fleet Bank - NH, as lender (5)
(b)(4) Eighth Amendment to Commercial Loan Agreement, dated February 19,
1997, among Green Mountain Coffee Roasters Inc., as borrower, and Fleet Bank -
NH, as lender (6)
(b)(5) Ninth Amendment to Commercial Loan Agreement, Fleet Bank, dated June
9, 1997, among Green Mountain Coffee Roasters, Inc., as borrower, and Fleet
Bank - NH, as lender (7)
(b)(6) Eleventh Amendment to Commercial Loan Agreement, dated February 20,
1998, from Green Mountain Coffee Roaster, Inc., to Fleet Bank - NH (8)
(b)(7) First Restatement of Security Agreement, dated April 12, 1996,
between Green Mountain Coffee Roasters, Inc. and Fleet Bank - NH (9)
(d) Not applicable
(g) Not applicable
(h) Not applicable
NOTES TO EXHIBITS LISTED ABOVE
(1) Incorporated by reference to Exhibit (a)(1)(i) in the Schedule TO
Amendment No. 1 filed on May 15, 2000.
(2) Incorporated by reference to the corresponding Exhibit
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number in the Schedule TO filed on April 17, 2000.
(3) Incorporated by reference to Exhibit (a)(5)(i) in the Schedule TO filed
on April 3, 2000.
(4) Incorporated by reference to Exhibit 10.2 (f) in the Registration
Statement on Form SB-2 (Registration No. 33-66646) filed on July 28, 1993 and
declared effective on September 21, 1993.
(5) Incorporated by reference to Exhibit 10.2 (y) in the Quarterly Report
on Form 10-QSB for the 12 weeks ended April 13, 1996.
(6) Incorporated by reference to Exhibit 10.2 (bb) in the Quarterly Report
on Form 10-Q for the 16 weeks ended January 18, 1997.
(7) Incorporated by reference to Exhibit 10.2 (ee) in the Quarterly Report
on Form 10-Q for the 12 weeks ended April 12, 1997.
(8) Incorporated by reference to Exhibit 10.2 (gg) in the Quarterly Report
on Form 10-Q for the 12 weeks ended July 5, 1997.
(9) Incorporated by reference to Exhibit 10.10 (g) in the Quarterly Report
on Form 10-Q for the 12 weeks ended April 13, 1997.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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.
/S/ ROBERT P. STILLER
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(Signature)
ROBERT P. STILLER, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
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(Name and title)
MAY 15, 2000
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(Date)
<PAGE>
Exhibit 12 (a)(5)(iii)
Robert D. Britt, Chief Financial Officer
Sandra Robinson, IR Coordinator
Tel 802.244.5621
GREEN MOUNTAIN COFFEE, INC. ANNOUNCES FINAL RESULTS OF DUTCH
AUCTION SELF-TENDER OFFER
WATERBURY, VERMONT----MAY 15, 2000--GREEN MOUNTAIN COFFEE, INC. (NASDAQ: GMCR)
announced the final results of its Dutch Auction self-tender offer which expired
today at 5:00 P.M., New York City time. On April 17, 2000, the Company had
commenced its offer to purchase up to 300,000 shares of the Company's Common
Stock at a price range of $14.50 to $16 per share.
Based on a final count by the Depositary, Continental Stock Transfer &
Trust Company, 278,658 shares were tendered. Green Mountain Coffee accepted for
purchase all 278,658 shares at a purchase price of $16 per share. The shares
purchased represented 8.3% of outstanding shares of Common Stock as of the
commencement of the offer. After the purchase of the shares, the Company will
have approximately 3,079,000 shares of Common Stock outstanding.
Robert P. Stiller, Chairman, President and Chief Executive Officer of the
Company, said, "We are pleased that the Company was able to purchase these
shares in the tender offer, and appreciate the participation of the tendering
stockholders. As I said when we initially announced our plans in early April, we
believed the stock was undervalued and this repurchase was consistent with our
long-term objective of increasing stockholder value. The Company intends to
continue its open market repurchase program following the10 business day waiting
period required by the Securities and Exchange Commission."
Green Mountain Coffee, Inc. is a leader in the specialty coffee industry.
The Company roasts high-quality arabica coffees and offers over 60 varieties
including single-origin, estate, certified organic, proprietary blends, and
flavored coffees that it sells under the Green Mountain Coffee
Roasters-REGISTERED TRADEMARK- brand. The majority of Green Mountain Coffee's
revenue is derived from its wholesale operation which services restaurant,
supermarket, specialty food store, convenience store, food service, in-room
hotel hospitality, university, airline, train, and office coffee service
customers. Green Mountain Coffee also operates a direct mail operation and
e-commerce website (http:\\www.GreenMountainCoffee.com) with secure on-line
ordering for customers from its Waterbury, Vermont headquarters.
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