-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LF6MjUYsORNYgq4KKj5tIHQ4oRJUSrbqSsml/8Qvq/Q71biw+vOjapb8pKxQnsm9 v/f1elVc3vmAyORIqjiv+A== 0000909954-00-000005.txt : 20000405 0000909954-00-000005.hdr.sgml : 20000405 ACCESSION NUMBER: 0000909954-00-000005 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN MOUNTAIN COFFEE INC CENTRAL INDEX KEY: 0000909954 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 030339228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-58801 FILM NUMBER: 593040 BUSINESS ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 BUSINESS PHONE: 8022445621 MAIL ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN MOUNTAIN COFFEE INC CENTRAL INDEX KEY: 0000909954 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 030339228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 BUSINESS PHONE: 8022445621 MAIL ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 SC TO-C 1 ISSUER TENDER OFFER STATEMENT 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. ---------------------------------- (Name of Subject Company (issuer)) Green Mountain Coffee, Inc. (issuer) ------------------------------------------- (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, $.10 par value ---------------------------- 393122106 ------------------------------------- (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 ------------------------------------------------------------------ (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 Calculation of Filing Fee Transaction valuation* Amount of Filing Fee ---------------------- -------------------- - ---------- *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. ----------- [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: [ ] 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. ----------------------------------------------------------------------- (Signature) Robert P. Stiller, Chairman, President and Chief Executive Officer ------------------------------------------------------------------ (Name and title) April 3, 2000 ------------- (Date) EX-99 2 PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----