-----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, E0O4TUNNm8IOFj/XbepEnEH+o5jqsHiAZaVRcCQjWvZPFYLAG7ccwedJa3h0gZxC wkhKNtO65PeHw8Tpnw8+3A== 0000909954-00-000006.txt : 20000418 0000909954-00-000006.hdr.sgml : 20000418 ACCESSION NUMBER: 0000909954-00-000006 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20000417 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-I SEC ACT: SEC FILE NUMBER: 005-58801 FILM NUMBER: 603125 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-I 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-I 1 ISSUER TENDER OFFER STATEMENT 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 ------------------------------ (Title of Class of Securities) 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 (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 Calculation of Filing Fee Transaction valuation* Amount of Filing Fee ---------------------- -------------------- $4,8000,000 $960 - ---------- *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. [ ] 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:_______________________________ [ ] 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. 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 the 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 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are filed as Exhibits 99.a(1)(i) and 99.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. 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. 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 99.a(1) (i) and 99.a(2)(ii), respectively, and incorporated in their entirety herein by reference. Item 12. Exhibits. 99.a(1)(i) Offer to Purchase, dated April 17, 2000 99.a(1)(ii) Letter of Transmittal 99.a(1)(iii) Notice of Guaranteed Delivery 99.a(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 99.a(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 99.a(1)(vi) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 99.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 99.a(5)(i) News Release issued by the Company on April 3, 2000(1) 99.a(5)(ii) News Release issued by the Company on April 17, 2000 10.2 (jj) Twelfth Amendment to Fleet Bank - NH Commercial Loan Agreement and Loan Documents dated April 7, 2000. 10.2 (f) Collateral Assignment of Leasehold Interest, dated August 11, 1993, between Green Mountain Coffee Roasters, Inc. and Fleet Bank - NH(2) 10.2 (y) 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(3) 10.2 (bb) Eighth Amendment to Commercial Loan Agreement, dated February 19, 1997, among Green Mountain Coffee Roasters Inc., as borrower, and Fleet Bank - NH, as lender(4) 10.2 (ee) 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(5) 10.2 (gg) Eleventh Amendment to Commercial Loan Agreement, dated February 20, 1998, from Green Mountain Coffee Roasters, Inc., to Fleet Bank - NH(6) 10.10 (g) First Restatement of Security Agreement, dated April 12, 1996, between Green Mountain Coffee Roasters, Inc. and Fleet Bank - NH(7) (d) Not applicable (g) Not applicable (h) Not applicable Notes to Exhibits Listed Above (1) Incorporated by reference to Exhibit 99 in the Schedule TO filed on April 3, 2000. (2) 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. (3) Incorporated by reference to Exhibit 10.2 (y) in the Quarterly Report on Form 10-QSB for the 12 weeks ended April 13, 1996. (4) Incorporated by reference to Exhibit 10.2 (bb) in the Quarterly Report on Form 10-Q for the 16 weeks ended January 18, 1997. (5) Incorporated by reference to Exhibit 10.2 (ee) in the Quarterly Report on Form 10-Q for the 12 weeks ended April 12, 1997. (6) Incorporated by reference to Exhibit 10.2 (gg) in the Quarterly Report on Form 10-Q for the 12 weeks ended July 5, 1997. (7) 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 -------------------- (Signature) Robert P. Stiller, Chairman, President and Chief Executive ---------------------------------------------------------- (Name and Title) April 17, 2000 -------------- (Date) EX-99.A(1)(I) 2 OFFER TO PURCHASE OFFER TO PURCHASE FOR CASH UP TO 300,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $16.00 NOR LESS THAN $14.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED. Green Mountain Coffee, Inc., a Delaware corporation (the "Company"), hereby invites you to tender your shares of its Common Stock, $.10 par value (the "Shares"), to the Company at prices, net to you in cash, not greater than $16.00 nor less than $14.50 per Share, as specified by the Company's stockholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per Share price (not greater than $16.00 nor less than $14.50 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the Purchase Price which will allow it to buy 300,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $16.00 nor less than $14.50 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms hereof. Whenever this offer refers to rights `we' have, actions `we' may take or similar matters it is referring to rights or actions of the Company. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES TO TENDER SUCH SHARES. THE COMPANY HAS BEEN ADVISED THAT CERTAIN OF ITS EXECUTIVE OFFICERS INTEND TO TENDER UP TO AN AGGREGATE OF 117,500 SHARES PURSUANT TO THE OFFER. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at its address and telephone number set forth below. D.F. King & Co., Inc. 77 Water Street 20th Floor New York, NY 10005 (800) 714-3305 April 17, 2000 IMPORTANT If you desire to tender all or any portion of your Shares you should either (1) complete and sign the Letter of Transmittal or a facsimile copy thereof in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to the Depositary, Continental Stock Transfer & Trust Company, and either mail or deliver the stock certificates for such Shares to the Depositary or follow the procedure for book-entry delivery set forth in Section 3, or (2) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction on your behalf. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact that broker, dealer, commercial bank, trust company or other nominee if you desire to tender such Shares. If you desire to tender your Shares and the certificates for such Shares are not immediately available or you cannot comply with the procedure for book-entry transfer by the expiration of the Offer you must tender such Shares by following the procedures for guaranteed delivery set forth in Section 3. YOU MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH YOU ARE TENDERING SHARES, IN ORDER TO EFFECT A VALID TENDER OF YOUR SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER, OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATIONS, INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. TABLE OF CONTENTS Section Page Summary Term Sheet........................................................ (iv) Introduction............................................................... 1 1. Number of Shares; Proration........................................... 2 2. Tenders by Holders of Fewer than 100 Shares........................... 3 3. Procedure for Tendering Shares........................................ 4 4. Withdrawal Rights..................................................... 7 5. Purchase of Shares and Payment of Purchase Price...................... 7 6. Certain Conditions of the Offer....................................... 8 7. Price Range of Shares................................................. 10 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares................................... 10 9. Background and Purpose of the Offer................................... 16 10. Certain Information About the Company................................. 17 11. Source and Amount of Funds............................................ 17 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act.................................................... 18 13. Certain Legal Matters; Regulatory Approvals........................... 18 14. Certain Federal Income Tax Consequences............................... 18 15. Extension of the Offer; Termination; Amendments....................... 21 16. Fees and Expenses..................................................... 22 17. Miscellaneous......................................................... 23 SUMMARY TERM SHEET This general summary is provided solely for your convenience and is qualified in its entirety by reference to the full text and more specific details of this Offer to Purchase. Number of Shares to be Purchased.......................300,000 (or such lesser number of Shares as are validly tendered). Purchase Price...................The Company will determine a single per Share net cash price, not greater than $16.00 nor less than $14.50 per Share that it will pay for Shares validly tendered. All Shares acquired in the Offer will be acquired at the Purchase Price even if tendered below the Purchase Price. Each stockholder desiring to tender Shares must either specify in the Letter of Transmittal the minimum price (not greater than $16.00 nor less than $14.50 per Share, in multiples of $0.125) at which such stockholder is willing to have Shares purchased by the Company or that the stockholder does not wish to specify a price in which event the shares will be deemed to have been tendered at the Purchase Price determined by the Company. How to Tender Shares.............See Section 3. Call the Information Agent or consult your broker for assistance. Brokerage Commissions............None. Stock Transfer Tax...............None, if payment is made to the registered holder. Expiration and Proration Dates...........................Monday, May 15, 2000, at 5:00 p.m., New York City time, unless extended by the Company. Payment Date.....................As soon as practicable after the Expiration Date (as defined in Section 1). Position of the Company and its Board of Directors..........Neither the Company nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering Shares. Withdrawal Rights................Tendered Shares may be withdrawn at any time until 5:00 p.m., New York City time, on Monday, May 15, 2000, unless the Offer is extended by the Company, and after 11:59 P.M., New York City time, on Monday, June 12, 2000, if not purchased pursuant to the Offer by such time. See Section 4. Odd Lots.........................There will be no proration of Shares tendered by any stockholder who (1) beneficially owns less than 100 Shares in the aggregate as of April 17, 2000, (2) continues to beneficially own less than 100 Shares in the aggregate on the Expiration Date, (3) tenders all of such Shares at or below the Purchase Price prior to the Expiration Date and (4) checks the "Odd Lots" box in the Letter of Transmittal. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN AUTHORIZED BY THE COMPANY. TO THE HOLDERS OF COMMON STOCK OF GREEN MOUNTAIN COFFEE, INC. Introduction We hereby invite you to tender your Shares to us, upon the terms and subject to the conditions of the Offer, at prices, net to you in cash and not greater than $16.00 nor less than $14.50 per Share, specified. We will determine a single per Share Purchase Price (not greater than $16.00 nor less than $14.50 per Share) that we will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by all tendering stockholders, including you. We will select the Purchase Price which will allow us to buy 300,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $16.00 nor less than $14.50 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms described below. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. If more than 300,000 Shares (or such greater number of Shares as we may elect to purchase) are validly tendered before the Expiration Date (as defined in Section 1) at or below the Purchase Price, we will accept Shares for purchase first from all Odd Lot Owners (as defined in Section 2) who validly tender all of their Shares at or below the Purchase Price and then on a pro rata basis, if necessary, from all other stockholders who validly tender Shares at or below the Purchase Price. See Sections 1 and 2. We will return all Shares not purchased under the Offer, including Shares tendered and not withdrawn at prices greater than the Purchase Price and Shares not purchased because of proration. Tendering stockholders will not be obligated to pay brokerage fees or commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on our purchase of Shares pursuant to the Offer. In addition, we will pay certain fees and expenses of Continental Stock Transfer and Trust Co. (the "Depositary") and D.F. King & Co., Inc. (the "Information Agent") in connection with the Offer. See Section 16. WE DO NOT NOR DOES OUR BOARD OF DIRECTORS MAKE ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING SHARES. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES TO TENDER SUCH SHARES. WE HAVE BEEN ADVISED THAT CERTAIN OF OUR EXECUTIVE OFFICERS INTEND TO TENDER UP TO AN AGGREGATE OF 117,500 SHARES PURSUANT TO THE OFFER. We are making the offer to promote our long-term objectives of providing a financial return to our stockholders as well as providing those stockholders who desire to sell their Shares with an opportunity to do so. We believe that our purchase of Shares represents an attractive long-term investment that will benefit the Company and its remaining stockholders. See Section 9. IF YOU ARE CONSIDERING A SALE OF ALL OR A PORTION OF YOUR SHARES, THE OFFER PROVIDES YOU WITH THE OPPORTUNITY TO DETERMINE THE PRICE OR PRICES (NOT GREATER THAN $16.00 NOR LESS THAN $14.50 PER SHARE) AT WHICH YOU ARE WILLING TO SELL YOUR SHARES AND, IF ANY SUCH SHARES ARE PURCHASED PURSUANT TO THE OFFER, TO SELL THOSE SHARES FOR CASH WITHOUT THE USUAL TRANSACTION COSTS ASSOCIATED WITH OPEN-MARKET SALES. IN ADDITION, THE OFFER MAY GIVE YOU THE OPPORTUNITY TO SELL SHARES AT PRICES GREATER THAN MARKET PRICES PREVAILING PRIOR TO ANNOUNCEMENT OF THE OFFER. As of the close of trading on April 3, 2000, there were 3,354,747 Shares outstanding and 286,328 Shares issuable upon exercise of stock options which were exercisable within 60 days thereof. The 300,000 Shares that we are offering to purchase represent approximately 9% of the Shares outstanding as of April 3, 2000 and approximately 8% of the sum of the Shares then outstanding and all Shares issuable upon exercise of stock options which were exercisable within 60 days thereof. The Shares are traded on the Nasdaq National Market System ("NASDAQ") under the symbol "GMCR." On April 3, 2000, the last trading day prior to the announcement of the Offer, the closing per Share sales price as reported on Nasdaq was $14.00. WE URGE YOU TO OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES. 1. Number Of Shares; Proration. Upon the terms and subject to the conditions of the Offer, we will accept for payment and purchase 300,000 Shares or such lesser number of Shares as are validly tendered on or prior to the Expiration Date at a price (determined in the manner set forth below) not greater than $16.00 nor less than $14.50 per Share. THE TERM "EXPIRATION DATE" MEANS 11:59 P.M., NEW YORK CITY TIME, ON MONDAY MAY 15, 2000, UNLESS WE IN OUR SOLE DISCRETION, EXTEND THE PERIOD OF TIME DURING WHICH THE OFFER IS OPEN, IN WHICH EVENT THE TERM "EXPIRATION DATE" SHALL REFER TO THE LATEST TIME AND DATE AT WHICH THE OFFER, AS SO EXTENDED, EXPIRES. See Section 15 for a description of our right to extend the time during which the Offer is open and to delay, terminate or amend the Offer. See also Section 6. Subject to Section 2, if the Offer is oversubscribed, Shares tendered at or below the Purchase Price prior to the Expiration Date will be subject to proration. The proration period also expires on the Expiration Date. We will, upon the terms and subject to the conditions of the Offer, determine the Purchase Price (not greater than $16.00 nor less than $14.50 per Share) that we will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. We will select a single per Share Purchase Price which will allow us to buy 300,000 Shares (or such lesser number as are validly tendered at prices not greater than $16.00 nor less than $14.50 per Share) pursuant to the Offer. We reserve the right, in our sole discretion, to purchase more than 300,000 Shares pursuant to the Offer. If (i) we increase or decrease the price to be paid for Shares or (ii) increase by 2% of the outstanding shares or decrease the number of Shares being sought, and the Offer is scheduled to expire less than ten business days from and including the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 15, then the Offer will be extended for ten business days from and including the date of such notice. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 11:59 p.m., New York City time. In accordance with Instruction 5 of the Letter of Transmittal, each stockholder desiring to tender Shares must specify the price or prices (not greater than $16.00 nor less than $14.50 per Share) at which such stockholder is willing to have us purchase the stockholder's Shares. All Shares purchased pursuant to the Offer will be purchased at the Purchase Price. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration, will be returned to the tendering stockholders at our expense as promptly as practicable following the Expiration Date. Upon the terms and subject to the conditions of the Offer, if the number of Shares validly tendered prior to the Expiration Date is less than or equal to 300,000 Shares (or such greater number of Shares as we may elect to purchase pursuant to the Offer), we will purchase at the Purchase Price all Shares so tendered. Upon the terms and subject to the conditions of the Offer, in the event that prior to the Expiration Date more than 300,000 Shares (or such greater number of Shares as we elect to purchase) are validly tendered at or below the Purchase Price, we will accept Shares for purchase in the following order of priority: (a) first, all Shares validly tendered at or below the Purchase Price prior to the Expiration Date and not withdrawn by any Odd Lot Owner (as defined in Section 2) who: (1) tenders all Shares beneficially owned by such Odd Lot Owner at or below the Purchase Price (partial tenders will not qualify for this preference); and (2) completes the section captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) then, after the purchase of all foregoing Shares, all other Shares validly tendered at or below the Purchase Price before the Expiration Date and not withdrawn on a pro rata basis, if necessary (with adjustments to avoid purchases of fractional shares). In the event that proration of tendered Shares is required, we will determine the final proration factor as promptly as practicable after the Expiration Date. Proration for each stockholder tendering Shares other than Odd Lot Owners shall be based on the ratio of the number of Shares tendered by such stockholder at or below the Purchase Price to the total number of Shares tendered by all stockholders at or below the Purchase Price other than Odd Lot Owners. Although we do not expect to be able to announce the final results of such proration until approximately seven NASDAQ trading days after the Expiration Date, we will announce preliminary results of proration by press release as promptly as practicable after the Expiration Date. You may obtain such preliminary information from the Information Agent and may be able to obtain such information from your broker or financial advisor. As described in Section 14, the number of Shares that we purchase from you, and the order in which we purchase shares may affect the federal income tax consequences of such purchase to you and therefore may be relevant to your decision whether to tender Shares. The Letter of Transmittal affords you the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration. 2. Tenders By Holders Of Fewer Than 100 Shares. Upon the terms and subject to the conditions of the Offer, we will accept for purchase, without proration, all Shares validly tendered on or prior to the Expiration Date at or below the Purchase Price by or on behalf of stockholders who beneficially owned as of the close of business on April 17, 2000, and continue to beneficially own as of the Expiration Date, an aggregate of fewer than 100 Shares ("Odd Lot Owners"). To avoid proration, however, Odd Lot Owners must validly tender at or below the Purchase Price all Shares that such Odd Lot Owner beneficially owns; partial tenders will not qualify for this preference. This preference is not available to holders of 100 or more Shares, even if such holders have separate stock certificates for fewer than 100 Shares. If you are an Odd Lot Owner wishing to tender, free of proration, all Shares beneficially owned by you, you must complete the section captioned "Odd Lots" in the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. IF YOU ARE AN ODD LOT HOLDER, BY ACCEPTING THE OFFER, YOU WOULD NOT ONLY AVOID THE PAYMENT OF BROKERAGE COMMISSIONS BUT WOULD ALSO AVOID ANY APPLICABLE ODD LOT DISCOUNTS PAYABLE IN A SALE OF YOUR SHARES. 3. Procedure for Tendering Shares. Proper Tender Of Shares. For Shares to be validly tendered pursuant to the Offer: (a) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be received on or before the Expiration Date by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; or (b) you must comply with the guaranteed delivery procedure set forth below. AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IF YOU DESIRE TO TENDER SHARES PURSUANT TO THE OFFER YOU MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.125) AT WHICH YOUR SHARES ARE BEING TENDERED; PROVIDED, HOWEVER, IF YOU ARE AN ODD LOT OWNER YOU MAY CHECK THE BOX IN THE SECTION ENTITLED "ODD LOTS" INDICATING A TENDER OF ALL OF YOUR SHARES AT THE PURCHASE PRICE OR IF YOU DO NOT WISH TO SPECIFY A PURCHASE PRICE, CHECK THE APPROPRIATE BOX, IN WHICH CASE YOU WILL BE DEEMED TO HAVE TENDERED AT THE PURCHASE PRICE DETERMINED BY THE COMPANY IN ACCORDANCE WITH THE TERMS OF THE OFFER. IF YOU DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE YOU MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE BEING TENDERED, EXCEPT THAT THE SAME SHARES CANNOT BE TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In addition, if you are an Odd Lot Owner who tenders all of your Shares you must complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery in order to qualify for the preferential treatment available to Odd Lot Owners as set forth in Section 1. Signature Guarantees And Method Of Delivery. No signature guarantee is required on the Letter of Transmittal if (i) the Letter of Transmittal is signed by the registered holder of the Shares exactly as the name of the registered holder (which term, for purposes of this Section 3, includes any participant in The Depository Trust Company (the "Book-Entry Transfer Facility") whose name appears on a security position listing as the holder of the Shares) appears on the certificate tendered, and payment and delivery are to be made directly to such registered holder, or (ii) Shares are tendered for the account of a member firm of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) (each such entity, an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signer of a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature on the certificate or stock power guaranteed by an Eligible Institution. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING STOCK CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR ELECTION AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Federal Income Tax Backup Withholding. To prevent federal income tax backup withholding equal to 31% of the gross payments made pursuant to the Offer, if you do not otherwise establish an exemption from such withholding you must notify the Depositary of your correct taxpayer identification number (or certify that you are awaiting a taxpayer identification number) and provide certain other information by completing a Substitute Form W-9 (included in the Letter of Transmittal). If you are a foreign stockholder you may be required to submit Form W-8, certifying non-United States status, in order to avoid backup withholding. See Instructions 12 and 13 of the Letter of Transmittal. YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO WHETHER YOU ARE SUBJECT TO OR EXEMPT FROM FEDERAL INCOME TAX WITHHOLDING. For a discussion of certain other federal income tax consequences, see Section 14. Book-Entry Delivery. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the Shares by causing such facility to transfer such Shares into the Depositary's account in accordance with such facility's procedure for such transfer. Even though delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be followed. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Guaranteed Delivery. If you desire to tender Shares pursuant to the Offer and your share certificates are not immediately available (or the procedures for book-entry transfer cannot be completed on a timely basis) or time will not permit all required documents to reach the Depositary by the Expiration Date, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives (by hand, mail, facsimile or telegram), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form of what we have provided with this Offer to Purchase (indicating the price at which the Shares are being tendered), which includes a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery; c) the certificates for all tendered Shares in proper form for transfer (or confirmation of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal, are received by the Depositary within three NASDAQ trading days after the date the Depositary receives such Notice of Guaranteed Delivery. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of Shares to be accepted, the price to be paid therefor, the form of documents, the terms of the Offer and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any or all tenders we determine not to be in proper form or the acceptance of or payment for which may in the opinion of our counsel be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. No tender of Shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as we determine, as neither us, nor the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give such notice. Tender Constitutes an Agreement. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between you and the Company upon the terms and subject to the conditions of the Offer. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (directly or indirectly) to tender Shares for your own account unless, at the time of tender and at the end of the proration period (including any extension thereof), you (i) have a net long position equal to or greater than the amount of (x) Shares tendered or (y) other securities immediately convertible into, exercisable for, or exchangeable for the amount of Shares tendered and will acquire such Shares for tender by conversion, exercise or exchange of such other securities and (ii) will cause such Shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The tender of Shares pursuant to any one of the procedures described above will constitute acceptance of the terms and conditions of the Offer as well as your representation and warranty that (i) you have a net long position in the Shares being tendered within the meaning of Rule 14e-4 and (ii) the tender of such Shares complies with Rule 14e-4. 4. Withdrawal Rights. Except as otherwise provided in this Section 4, the tender of Shares pursuant to the Offer is irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless accepted for payment by the Company, may also be withdrawn after 11:59 p.m., New York City time, on June 12, 2000. For a withdrawal to be effective, the Depositary must timely receive (at one of its addresses set forth on the back cover of this Offer to Purchase) a written notice of withdrawal. Such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If the certificates have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of notices of withdrawal and our determination shall be final and binding on all parties. Neither us, nor the Depositary, the Information Agent or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of us will incur any liability for failure to give such notice. Any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by the Expiration Date by again following any of the procedures described in Section 3. If we extend the Offer, and are delayed in our purchase of Shares or are unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain on your behalf all tendered Shares, and the Shares may not be withdrawn except to the extent you are entitled to withdrawal rights as described in this Section 4. 5. Purchase of Shares and Payment of Purchase Price. Upon the terms and subject to the conditions of the Offer, we will determine the Purchase Price that we will pay for validly tendered Shares, taking into account the number of Shares tendered and the prices specified by tendering stockholders, and will accept for payment (and thereby purchase) as soon as practicable after the Expiration Date validly tendered at or below the Purchase Price. For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to proration, Shares which are tendered at or below the Purchase Price and not withdrawn when, as and if we give oral or written notice to the Depositary of our acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer (including proration), we will purchase and pay a single per Share Purchase Price for 300,000 Shares (subject to increase or decrease as provided in Section 1 and Section 15) or such lesser number of Shares as are validly tendered at prices not greater than $16.00 nor less than $14.50 per Share, as promptly as practicable after the Expiration Date. No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. Payment for Shares purchased pursuant to the Offer will be made by depositing the aggregate Purchase Price with the Depositary, which will act as agent for tendering stockholders solely for the purpose of receiving payment from us and transmitting payment to the tendering stockholders. In the event of proration, we will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date; however, we do not expect to be able to announce the final results of any such proration until approximately seven Nasdaq trading days after the Expiration Date. Certificates for all Shares not purchased, including all Shares tendered at prices greater than the Purchase Price and Shares not purchased due to proration, will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant therein who so delivered such Shares) as soon as practicable after the Expiration Date or termination of the Offer without expense to the tendering stockholder. Under no circumstances will we pay interest on the Purchase Price. In addition, if certain events occur, we may not be obligated to purchase Shares pursuant to the Offer. See Section 6. We will pay all stock transfer taxes, if any, payable on the transfer to us of Shares purchased pursuant to the Offer; provided, however, that (i) if payment of the Purchase Price is to be made to or (ii) (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to us of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. WE MAY BE REQUIRED TO WITHHOLD AND REMIT TO THE INTERNAL REVENUE SERVICE (THE "IRS") 31% OF THE GROSS PROCEEDS PAID TO YOU OR ANY OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE SECTION 3. 6. Certain Conditions of the Offer. Notwithstanding any other provision of the Offer, we shall not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, the purchase of and the payment for any Shares tendered, if at any time on or after April 3, 2000, and at or before the time of purchase of any such Shares, any of the following events shall have occurred (or shall have been determined by us to have occurred) which, in our sole judgment in any such case and regardless of the circumstances (including any action or inaction by us), makes it inadvisable to proceed with the Offer or with such purchase or payment: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, or before any court or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which: (1) challenges, seeks to make illegal, delays or otherwise, directly or indirectly, restrains or prohibits the making of the Offer, the acquisition of Shares pursuant to the Offer or otherwise relates in any manner to or affects the Offer or (2) in our sole judgment, could materially affect our business, condition (financial or other), income, operations or prospects and taken as a whole, or otherwise materially impair in any way the contemplated future conduct of business or any of our subsidiaries or materially impair the Offer's contemplated benefits to us; or (b) there shall have been any action threatened, instituted, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any our subsidiaries by any court or any government or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which, in our sole judgment, would or might directly or indirectly: (1) challenge, seek to make illegal, delay or otherwise, directly or indirectly, restrain or prohibit the making of the Offer, the acquisition of Shares pursuant to the Offer or otherwise relate in any manner to or affect the Offer or (2) materially affect our business, condition (financial or other), income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business of our or any of our subsidiaries or materially impair the Offer's contemplated benefits to us; or (c) there shall have occurred: (1) the declaration of any banking moratorium or suspension of payments in respect of banks in the United States, (2) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market, (3) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States, (4) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in our sole judgment, might affect, the extension of credit by banks or other lending institutions in the United States, (5) any significant decrease in the market price of the Shares or in the general level of market prices of equity securities in the United States or abroad, (6) any change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect on our business, operations or prospects or the trading in the Shares or that, in our sole judgment makes it inadvisable to proceed with the Offer or (7) in the case of any of the foregoing existing at the time of the commencement of the Offer, in our or our subsidiaries sole judgment, a material acceleration or worsening thereof; or (d) any change shall have occurred, be pending or threatened in the business, condition (financial or other), income, operations, Share ownership or our, or our subsidiaries, prospects, taken as a whole, which, in our sole judgment, is or may be material to us, or any other event shall have occurred which, in our sole judgment, may impair the Offer's contemplated benefits to us; or (e) a tender or exchange offer for any or all of the Shares (other than the Offer), or any merger, business combination or other similar transaction with or involving the Company or any subsidiary, shall have been proposed, announced or made by any person; or (f) (1) any entity, "group" (as that term is used in Section 13(d)(3) of the Exchange Act) or person shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding Shares (other than any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission (the "Commission") before April 3, 2000), (2) any such entity, group or person who has filed a Schedule 13D or Schedule 13G with the Commission before April 3, 2000 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding Shares or (3) any person, entity or group shall have made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities. The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition (including any action or inaction by the Company) or may be waived by us in whole or in part. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by us concerning the events described in this Section 6 shall be final and binding on all parties. 7. Price Range of Shares. The Shares are traded on NASDAQ under the symbol "GMCR." The following table sets forth for the fiscal periods indicated the high and low per Share closing prices on NASDAQ as reported in published financial sources. High Low Fiscal 1998 - ----------- 16 weeks ended January 17, 1998 $10.375 $6.625 12 weeks ended April 11, 1998 8.25 7.00 12 weeks ended July 4, 1998 7.50 5.75 12 weeks ended September 26, 1998 6.875 4.25 Fiscal 1999 - ----------- 16 weeks ended January 16, 1999 $ 6.375 $3.875 12 weeks ended April 10, 1999 7.625 5.875 12 weeks ended July 3, 1999 8.125 5.875 12 weeks ended September 25, 1999 8.375 6.469 Fiscal 2000 - ----------- 16 weeks ended January 15, 2000 $ 9.50 $7.00 12 weeks ended April 8, 2000 15.375 9.25 On April 3, 2000, the last trading day prior to the announcement of the Offer, the per Share closing price as reported on NASDAQ was $14.00. WE URGE YOU TO OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES. 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares. The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of April 3, 2000 for (1) each of our executive officers or directors, (2) all our directors and executive officers as a group, (3) each person known by us to own beneficially 5% or more of the outstanding shares of our Common Stock: Name and Address Number of Shares Percent Ownership of of Beneficial Owner/Title of Common Stock Common Stock Beneficially Owned Outstanding - ------------------------------------ ------------------ -------------------- Robert D. Britt(1) 62,699 1.8% Chief Financial Officer, Vice President, Treasurer, Secretary and Director c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 Paul Comey(2) 49,925 1.5% Vice President of Facilities and Process Engineering c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 Agnes Cook(3) 14,735 0.4% Vice President of Human Resources c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 William D. Davis(4) 14,250 0.4% Director c/o Rondele Specialty Foods 8100 Highway K South Merrill, WI 54452 Jules A. del Vecchio(4)(10) 29,324 0.9% Director c/o New York Life Insurance Co 51 Madison Avenue New York, NY 10010 Kevin G. McBride(5) 29,128 0.9% Vice President of Marketing c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 Hinda Miller(5) 1,790 0.1% Director c/o Deforest Concepts 84 Deforest Heights Burlington, VT 05401 David E. Moran(6) 10,625 0.3% Director c/o Fusion5 39 Riverside Avenue Westport, CT 06880 James K. Prevo(7) 30,074 0.9% Vice President, Chief Information Officer c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 Stephen J. Sabol(8) 29,761 0.9% Vice President of Sales and Director c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 Robert P. Stiller(9) 1,757,751 52.4% Chairman, President, Chief Executive Officer and Director c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 Jonathan C. Wettstein(11) 70,187 2.1% Vice President of Operations and Director c/o Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, VT 05676 Hathaway & Associates 250,000 7.5% 119 Rowayton Avenue Rowayton, CT 06853 All directors and executive 2,100,249 58.6% officers as a group (12 persons)(12) - ---------- (1) Includes 57,838 shares of Common Stock for Mr. Britt issuable upon exercise of outstanding stock options exercisable within 60 days. Also includes 4,861 shares over which Mr. Britt shares voting and investment power with his wife. (2) Includes 36,139 shares of Common Stock issuable upon exercise of outstanding stock options exercisable within 60 days. (3) Includes 14,229 shares of Common Stock issuable upon exercise of outstanding stock options exercisable within 60 days. (4) Includes for each person 5,750 shares of Common Stock issuable upon exercise of outstanding stock options exercisable within 60 days. (5) Includes, for each person, 1,250 shares of Common Stock issuable upon exercise of outstanding stock options exercisable within 60 days. (6) Includes 10,625 shares of Common Stock issuable upon exercise of outstanding stock options exercisable within 60 days. (7) Includes 27,939 shares of Common Stock for Mr. Prevo issuable upon exercise of outstanding stock options exercisable within 60 days. (9) Includes an aggregate of 117,870 shares of Common Stock held by Trusts for the benefit of Mr. Stiller's wife and children and excludes shares owned by relatives of Mr. Stiller, if any, as to which Mr. Stiller disclaims beneficial ownership. (10) Includes 23,574 shares held of record by Phyllis Brennan Hoffman, Mr. del Vecchio's wife. (11) Includes 59,430 shares of Common Stock for Mr. Wettstein issuable upon exercise of outstanding stock options exercisable within 60 days. (12) Includes an aggregate of 231,014 shares of Common Stock issuable upon exercise of stock options held by certain officers and directors of the Company that are exercisable within the next 60 days. As of April 3, 2000, we had issued and outstanding 3,354,747 Shares and had 286,328 Shares reserved for issuance upon exercise of options which were exercisable within 60 days thereof. The 300,000 Shares that we are offering to purchase represent approximately 9% of the Shares outstanding as of April 3, 2000, and approximately 8% of the sum of the Shares then outstanding and all Shares issuable upon exercise of stock options exercisable within 60 days thereof. As of April 3, 2000, our directors and executive officers as a group beneficially owned (including Shares issuable upon the exercise of options exercisable within 60 days) an aggregate of 2,100,249 Shares (approximately 58.6% of the outstanding Shares, including 231,014 Shares issuable upon the exercise of options exercisable within 60 days). If we purchase 300,000 Shares (or approximately 9% of the Shares outstanding at April 3, 2000) pursuant to the Offer, and the executive officers who intend to tender up to an aggregate of 117,500 Shares tender all of such Shares pursuant to the Offer, then after the purchase of Shares pursuant to the Offer, our executive officers and directors as a group would beneficially own approximately 60.3% of the outstanding Shares, including Shares issuable upon the exercise of options exercisable within 60 days. On November 16, 1999, the Board of Directors authorized a stock repurchase program of up to $500,000 and increased the authorized amount to $1,500,000 on January 12, 2000. As of April 3, 2000, we had purchased an aggregate of 142,509 Shares at a cost of approximately $1,358,000 in open-market transactions effected through brokers and dealers in accordance with Rule 10b-18 under the Exchange Act. The amounts, dates and prices of repurchases since February 1, 2000 under this program are set forth on Exhibit A hereto. Other than as set forth in the table below, based upon our records and upon information provided to us by our directors, executive officers and affiliates, neither us nor any of our subsidiaries nor, to the best of our knowledge, any of our directors or executive officers or its subsidiaries, nor any associates or affiliates of any of the foregoing, has effected any other transactions in the Shares between February 1, 2000 and April 11, 2000. NAME DATE SHARES PRICE PER SHARE - --------------------- ------- --------------- --------------- Robert D. Britt 3/24/00 Purchased 361 $ 7.0125* William D. Davis 3/14/00 Purchased 1,500 $ 10.25 Kevin G. McBride 3/24/00 Purchased 878 $ 7.0125* James K. Prevo 2/08/00 Gift of 93 James K. Prevo 2/23/00 Gift of 83 James K. Prevo 3/24/00 Purchased 223 $ 7.0125* Stephen J. Sabol 4/10/00 Sold 1,700 $ 16.75 Jonathan C. Wettstein 3/24/00 Purchased 1,286 $ 7.0125* *Through the 1998 Employee Stock Purchase Plan Open-market transactions may be effected through brokers and/or dealers by the listed officers and/or directors subsequent to April 11, 2000. Executive officers and directors of the Company may participate in the Offer on the same basis as our other stockholders. WE HAVE BEEN ADVISED THAT CERTAIN OF OUR EXECUTIVE OFFICERS INTEND TO TENDER UP TO AN AGGREGATE OF 117,500 SHARES PURSUANT TO THE OFFER. Robert D. Britt, our Vice President, Treasurer and Secretary, Chief Financial Officer and Director, beneficially owns 62,699 Shares (which represent 1.8% of the outstanding Shares as of April 3, 2000) and has indicated an intent to tender up to 3,000 Shares. If all such Shares are tendered, and assuming 300,000 Shares are purchased pursuant to the Offer (without consideration of proration), Mr. Britt would beneficially own 59,699 Shares after the Offer (which would represent 1.9% of the then outstanding Shares). Paul Comey, our Vice President of Facilities and Process Engineering, beneficially owns 49,925 Shares (which represent 1.5% of the outstanding Shares as of April 3, 2000) and has indicated an intent to tender up to 2,500 Shares. If all such Shares are tendered, and assuming 300,000 Shares are purchased pursuant to the Offer (without consideration of proration), Mr. Comey would beneficially own 47,425 Shares after the Offer (which would represent 1.5% of the then outstanding Shares). James K. Prevo, our Vice President, Chief Information Officer, beneficially owns 30,074 Shares (which represent 0.9 % of the outstanding Shares as of April 3, 2000) and has indicated an intent to tender up to 1,000 Shares. If all such Shares are tendered, and assuming 300,000 Shares are purchased pursuant to the Offer (without consideration of proration), Mr. Prevo would beneficially own 29, 074 Shares after the Offer (which would represent 0.9% of the then outstanding Shares). Stephen J. Sabol, our Vice President of Sales and a Director, beneficially owns 29,761 Shares (which represent 0.9% of the outstanding Shares as of April 3, 2000) and has indicated an intent to tender up to 8,000 Shares. If all such Shares are tendered, and assuming 300,000 Shares are purchased pursuant to the Offer (without consideration of proration), Mr. Sabol would beneficially own 21,761 Shares after the Offer (which would represent 0.7% of the then outstanding Shares). Robert P. Stiller, our Chairman, President and Chief Executive Officer, beneficially owns 1,757,751 Shares (which represents 53.4% of the outstanding Shares as of April 3, 2000) and has indicated an intent to tender up to 100,000 Shares. If all such Shares are tendered, and assuming 300,000 Shares are purchased pursuant to the Offer (without consideration of proration), Mr. Stiller would beneficially own 1,657,751 Shares after the Offer (which would represent 54.3% of the then outstanding Shares). On April 3, 2000, Mr. Stiller pledged 50,000 shares of Common Stock of the Company to Key Bank, N.A. as additional collateral for a line of credit provided by Key Bank, N.A. to Mr. Stiller. Jonathan C. Wettstein, our Vice President of Operations and a Director, beneficially owns 70,187 Shares (which represent 2.1% of the outstanding Shares as of April 3, 2000) and has indicated an intent to tender up to 3,000 Shares. If all such Shares are tendered, and assuming 300,000 Shares are purchased pursuant to the Offer (without consideration of proration), Mr. Wettstein would beneficially own 67,187 Shares after the Offer (which would represent 2.2% of the then outstanding Shares). The number of Shares which the executive officers have indicated an intention to tender is based on their present intention, and each officer has reserved the right to tender all or any portion of the Shares beneficially owned by him or her. Other than such officers, we have been advised that no other executive officers or directors intend to tender Shares. Except for outstanding options to purchase Shares granted to certain of our employees (including executive officers) and except as otherwise described herein, neither us nor, to the best of our knowledge, any of its affiliates, directors or executive officers, or any of the executive officers or directors of our affiliates, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any of our securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations). Subsequent to the completion of the Offer, but at least 10 days thereafter, the Company anticipates it will resume its open-market stock repurchase program, depending on the number of shares acquired in connection with the Offer and various other factors. Except as disclosed in this Offer, we have no plans or proposals which relate to or would result in: (a) an extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; (b) a purchase, sale or transfer of a material amount of our assets or any of our subsidiaries; (c) any material change in our present dividend rate or policy, indebtedness or capitalization; (d) any change in our present Board of Directors or management (e) any other material change in our corporate structure or business; (f) a class of our equity security being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (g) a class of our equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (h) the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person of additional securities of ours or the disposition of our securities; or (j) any changes in our Certificate of Incorporation or By-Laws or other governing instruments or other acquisitions that could impede acquisition or control of the Company. 9. Background and Purpose of the Offer. We believe that the repurchase of our Common Stock is consistent with our long-term goal of increasing stockholder value. In recent months, valuations of the shares of "small-cap" companies (under $1 billion of market capitalization), like us, have been weaker than those of larger companies. In addition, the Shares have been trading at levels below those of shares of our peers. Therefore, the Board of Directors concluded that the Shares are undervalued relative to the equity markets generally and to shares of our peers in particular. Based on the foregoing, the Board of Directors decided that it would be in our best interests to make the Offer and to consummate the repurchase of Shares in accordance with the terms of the Offer. The Offer provides our stockholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices (not greater than $16.00 nor less than $14.50 per Share) at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. The Offer also allows any of our stockholders to sell a portion of their Shares while retaining a continuing equity interest in the Company if they so desire. ANY STOCKHOLDERS OWNING AN AGGREGATE OF LESS THAN 100 SHARES WHOSE SHARES ARE PURCHASED PURSUANT TO THE OFFER NOT ONLY WILL AVOID ANY PAYMENT OF BROKERAGE COMMISSIONS, BUT ALSO WILL AVOID ANY APPLICABLE ODD LOT DISCOUNTS PAYABLE ON SALES OF ODD LOTS. In addition, the Offer may give our stockholders the opportunity to sell Shares at prices greater than market prices prevailing prior to commencement of the Offer. To the extent the purchase of Shares in the Offer results in a reduction in the number of stockholders of record, the costs incurred by us for services to stockholders may be reduced. WE CANNOT AND NEITHER CAN OUR BOARD OF DIRECTORS MAKE ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH STOCKHOLDER'S SHARES AND WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. YOU ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT YOUR OWN INVESTMENT AND TAX ADVISORS AND MAKE YOUR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. Any Shares which we acquire pursuant to the Offer will become authorized but unissued shares and will be available for the Company to re-issue without further stockholder action (except as required by applicable law or the rules of any securities exchange or over-the-counter market, including NASDAQ, on which the Shares are listed). Such Shares could be issued without stockholder approval for such purposes as, among others, the acquisition of other businesses, the raising of additional capital for use in our business, the distribution of stock dividends and the implementation of employee benefit plans. 10. Certain Information About the Company. We are a Delaware corporation and were incorporated on July 20, 1993. Our wholly-owned subsidiary Green Mountain Coffee Roasters, Inc., a Vermont corporation, was incorporated on May 7, 1981. Our principal executive offices are located at 33 Coffee Lane, Waterbury, Vermont 05676, and our telephone number is (802) 244-5621. Additional Information. We are subject to the informational requirements of the Exchange Act and we file periodic reports, proxy statements and other information with the Commission relating to our business, financial condition and other matters. We are required to disclose our proxy statements and report certain information, as of particular dates, concerning our directors and officers, their remuneration, stock options granted to them, the principal owners of our securities and any material interest of such persons in transactions with us. We have also filed a Tender Offer Statement on Schedule TO (the "Schedule TO") with the Commission, which includes certain additional information relating to the Offer. Such material may be inspected at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and also should be available for inspection and copying at the following regional offices of the Commission: Seven World Trade Center, New York, New York 10048, and Northwestern Atrium Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661. Such information may also be accessed electronically. Information statements and other information filed with the Commission also may be inspected at the offices of Nasdaq, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. Copies may also be obtained by mail for prescribed rates from the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. The Schedule TO will not be available at the Commission's regional offices. 11. Source and Amount of Funds. Assuming that we purchase 300,000 Shares pursuant to the Offer at a Purchase Price of $16.00 per Share (the highest price in the range of possible Purchase Prices), we expect the maximum aggregate cost of the Offer, including all fees and expenses applicable to the Offer, to be approximately $4,900,000. We anticipate that the funds necessary to purchase Shares pursuant to the Offer and to pay the related fees and expenses will come from borrowings under the Company's Revolving Line of Credit with Fleet Bank - N.H. The maximum amount available to the Company under the Revolving Line of Credit is $15,000,000; provided, however, a maximum of $6,250,000 may be used to repurchase shares. Amounts outstanding under the Line of Credit bear a variable interest rate. Interest is payable monthly. The outstanding principal and accrued interest is due on March 31, 2003. All of the Company's assets are pledged as security for the Revolving Line of Credit. 12. Effects of the Offer on the Market for Shares; Registration Under The Exchange Act. Our purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and is likely to reduce the number of stockholders. Nonetheless, we anticipate that there will still be a sufficient number of Shares outstanding and publicly traded following the Offer to ensure a continued trading market in the Shares. Based on the published guidelines of NASDAQ, we believe that our purchase of Shares pursuant to the Offer will not cause remaining Shares to be delisted from Nasdaq. The Shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. We believe that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. The Shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our stockholders and to the Commission and comply with the Commission's proxy rules in connection with meetings of our stockholders. We believe that our purchase of Shares pursuant to the Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act. 13. Certain Legal Matters; Regulatory Approvals. We are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of Shares as contemplated by the Offer. Should any such approval or other action be required, we currently contemplate that we will seek such approval or other action. We cannot predict whether we may determine that we are required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to our business. Our obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions. See Section 6. 14. Certain Federal Income Tax Consequences. The following summary is a general discussion of certain of the United States federal income tax consequences of the Offer. This summary is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly retroactively. No ruling as to any matter discussed in this summary has been requested or received from the IRS. YOU ARE URGED TO CONSULT AND RELY ON YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF TENDERING SHARES PURSUANT TO THE OFFER. In General. Your exchange of Shares for cash pursuant to the Offer will be a taxable transaction for federal income tax purposes, and may also be a taxable transaction under applicable state, local, foreign or other tax laws. This summary does not discuss any aspects of state, local, foreign or other tax laws. If you are a certain type of entity or individual (including insurance companies, tax- exempt organizations, financial institutions and broker dealers) you may be subject to special rules not discussed below. For purposes of this discussion, you are assumed to hold your Shares as capital assets. Treatment as a Sale or Exchange. Under Section 302 of the Internal Revenue Code of 1986, as amended (the "Code"), a transfer of Shares to the Company pursuant to the Offer will, as a general rule, be treated as a sale or exchange of the Shares (rather than as a dividend distribution) if the receipt of cash upon the sale (a) is "substantially disproportionate", (b) results in a "complete termination" of your interest in the Company or (c) is "not essentially equivalent to a dividend". These tests (the "Section 302 Tests") are explained more fully below. If any of the Section 302 Tests are satisfied, you will recognize capital gain or loss equal to the difference between the amount of cash received by you pursuant to the Offer and your basis in the Shares sold pursuant to the Offer. Shares held for (i) 12 months or less will be taxable at the short-term capital gains rate and (ii) more than 12 months will be taxable at the long-term capital gains rate. Constructive Ownership of Stock. In determining whether any of the Section 302 Tests are satisfied, you must take into account not only Shares actually owned by you, but also Shares that are constructively owned pursuant to Section 318 of the Code. Under Section 318, you may constructively own Shares actually owned, and in some cases constructively owned, by certain related individuals and certain entities in which you have an interest, or, or if you are an entity, by certain individuals or entities that have an interest in you, as well as any Shares you have a right to acquire by exercise of an option or by the conversion or exchange of a security. With respect to option and convertible security attribution, the IRS takes the position that Shares constructively owned by a stockholder by reason of a right on your part to acquire the Shares from the Company are not to be considered outstanding for purposes of applying the Section 302 Tests to other stockholders; however, there are both contrary and supporting judicial decisions with respect to this issue. The Section 302 Tests. One of the following tests must be satisfied in order for the exchange of shares pursuant to the Offer to be treated as a sale rather than as a dividend distribution. (a) Substantially Disproportionate Test. Your receipt of cash will be substantially disproportionate if the percentage of the outstanding Shares actually and constructively owned by you immediately following the exchange of Shares pursuant to the Offer (treating Shares exchanged pursuant to the Offer as not outstanding) is less than 80% of the percentage of the outstanding Shares actually and constructively owned by you immediately before the exchange (treating Shares exchanged pursuant to the Offer as outstanding). (b) Complete Termination Test. Your receipt of cash will be a complete termination of your interest if either (i) all of the Shares actually and constructively owned by you are sold pursuant to the Offer or (ii) all of the shares actually owned by you are sold pursuant to the Offer and you are eligible to waive, and effectively waive, the attribution of Shares constructively owned by you in accordance with the procedures described in Section 302(c)(2) of the Code. If you are considering terminating your interest in accordance with Section 302(c)(2) of the Code, you should do so in consultation with your own tax advisors. (c) Not Essentially Equivalent to a Dividend Test. Your receipt of cash will not be essentially equivalent to a dividend if your exchange of Shares pursuant to the Offer results in a "meaningful reduction" of your proportionate interest in the Company. Whether your receipt of cash will result in a meaningful reduction of your proportionate interest will depend on your particular facts and circumstances. However, in the case of a small minority stockholder, even a small reduction may satisfy this test where, as with the Offer, payments are not expected to be pro rata with respect to all outstanding Shares. The IRS has indicated in a published ruling that, in the case of a small minority stockholder of a publicly held corporation who exercises no control over corporate affairs, a reduction in the stockholder's proportionate interest in the corporation from .00011189 to .000108190 would constitute a meaningful reduction. Although the issue is not free from doubt, you may be able to take into account acquisitions or dispositions of Shares (including market purchases and sales) substantially contemporaneous with the Offer in determining whether any of the Section 302 Tests are satisfied. In the event that the Offer is oversubscribed, our purchase of Shares pursuant to the Offer will be prorated. Thus, in such case even if all the Shares actually and constructively owned by you are tendered pursuant to the Offer, not all of the Shares will be purchased by the Company, which in turn may affect your ability to satisfy the Section 302 Tests. Treatment as a Dividend. If none of the Section 302 Tests are satisfied and we have sufficient earnings and profits (as to which there can be no assurances), and you tender shares, you will be treated as having received a dividend includible in gross income in an amount equal to the entire amount of cash received by you pursuant to the Offer. This amount will not be reduced by your basis in the Shares exchanged pursuant to the Offer, and (except as described below for corporate stockholders eligible for the dividends-received deduction) basis in those Shares will be added to your basis in your remaining Shares. No assurance can be given that any of the Section 302 Tests will be satisfied as to any particular stockholder, and thus no assurance can be given that you will not be treated as having received a dividend taxable as ordinary income. If none of the Section 302 Tests are satisfied, any cash received for Shares pursuant to the Offer in excess of our earnings and profits will be treated first as a non taxable return of capital to the extent of, and in reduction of, your basis for such shares, and thereafter as a capital gain to the extent it exceeds such basis. Special Rules for Corporate Stockholders. If you are a corporate stockholder and your exchange of shares does not satisfy any of the Section 302 Tests and assuming we have sufficient earnings and profits so that the exchange is treated as a dividend, you generally will be entitled to a dividends-received deduction equal to 70% of the dividend. This is subject to applicable limitations, including those relating to "debt-financed portfolio stock" under Section 246A of the Code and to the holding period and other requirements of Section 246(c) of the Code. Also, since it is expected that purchases pursuant to the Offer will not be pro rata as to all stockholders, any amount treated as a dividend by you will constitute an "extraordinary dividend" subject to the provisions of Section 1059 of the Code (except as may otherwise be provided in regulations yet to be promulgated by the Treasury Department). Under Section 1059 of the Code, you must reduce the tax basis of all your stock (but not below zero) by the portion of any "extraordinary dividend" that is generally equal to the deduction allowable under the dividends-received deduction rules and, if such portion exceeds your tax basis for the stock, must treat any such excess as additional gain in the year in which such extraordinary dividend occurs. Employee Option Plans. If you are our employee and you exercise a non-qualified stock option granted under our stock option plans in order to acquire Shares to tender pursuant to the Offer, you will be required to recognize ordinary income in an amount equal to the excess of the fair market value of Shares on the date the option is exercised over the exercise price. Your basis in the Shares will equal the fair market value of the Shares on the date the option is exercised, and your holding period for purposes of determining eligibility for long-term capital gain will begin after the option is exercised. The exchange of the Shares pursuant to the Offer will be taxed in accordance with the rules described in the preceding sections. Foreign Stockholders. If you are a foreign stockholder we will assume that the exchange is a dividend to you and will therefore withhold federal income tax at a rate equal to 30% of the gross proceeds paid to you or your agent pursuant to the Offer, unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business by you within the United States. For this purpose, you will be considered a foreign stockholder if you are not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) any estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust and (y) one or more United States persons have authority to control all substantial decisions of the trust. Generally, if you are a foreign stockholder the determination of whether a reduced rate of withholding is applicable is made by reference to your address or to a properly completed Form 1001 furnished by you, and the determination of whether an exemption from withholding is available on the grounds that gross proceeds paid to you is effectively connected with a United States trade or business is made on the basis of a properly completed Form 4224 furnished by you. The Depositary will determine your eligibility for a reduced rate of, or exemption from, withholding by reference to your address and any Forms 1001 or 4224 submitted to the Depositary by you is, unless facts and circumstances indicate that such reliance is not warranted or unless applicable law requires some other method for determining whether a reduced rate of withholding is applicable. These forms can be obtained from the Depositary. See the instructions to the Letter of Transmittal. If you are a foreign stockholder and tax has been withheld, you may be eligible to obtain a refund of all or a portion of the withheld tax if you satisfy one of the Section 302 Tests for capital gain treatment or are otherwise able to establish that no tax or a reduced amount of tax is due. If you are a foreign stockholder, you are urged to consult your own tax advisor regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure. 15. Extension of the Offer; Termination; Amendments. We expressly reserve the right, at any time or from time to time, in our sole discretion, and regardless of whether any of the conditions specified in Section 6 shall have occurred, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. We also expressly reserve the right, in our sole discretion, to terminate the Offer and not accept for payment or pay for any Shares not accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement. Our reservation of the right to delay payment for Shares which have accepted for payment is limited by Rules 13e-4(f)(2) and 13e-4(f)(5) promulgated under the Exchange Act. Rule 13e-4(f)(2) requires that we permit Shares tendered pursuant to the Offer to be withdrawn: (i) at any time during the period the Offer remains open and (ii) if not yet accepted for payment, after the expiration of forty business days from the commencement of the Offer. Rule 13e-4(f)(5) requires that we must either pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, at any time or from time to time to amend the Offer in any respect, including increasing or decreasing the number of Shares we may purchase or the range of prices we may pay pursuant to the Offer. Amendments to the Offer may be made at any time or from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) we increase or decrease the price to be paid for Shares, or (ii) we increase or decrease the number of Shares being sought and any such increase in the number of Shares being sought exceeds 2% of the outstanding Shares and the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended until the expiration of such period of ten business days. 16. Fees and Expenses. We have retained D.F. King & Co., Inc. as Information Agent and Continental Stock Transfer & Trust Company as Depositary in connection with the Offer. The Information Agent may contact stockholders by mail, telephone, telex, telegraph and personal interviews, and may request brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will receive reasonable and customary compensation for their services. We will also reimburse the Information Agent and the Depositary for out-of-pocket expenses, including reasonable attorneys' fees, and have agreed to indemnify the Information Agent and the Depositary against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. Neither the Information Agent nor the Depositary has been retained to make solicitations or recommendations in connection with the Offer. We will not pay fees or commissions to any broker, dealer, commercial bank, trust company or other person for soliciting any Shares pursuant to the Offer. We will, however, on request through the Information Agent, reimburse such persons for customary handling and mailing expenses incurred in forwarding materials in respect of the Offer to the beneficial owners for which they act as nominees. No such broker, dealer, commercial bank or trust company has been authorized to act as our agent for purposes of this Offer. We will pay (or cause to be paid) any stock transfer taxes on our purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. 17. Miscellaneous. The Offer is not being made to, nor will we accept tenders from, holders of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or blue sky laws of such jurisdiction. We are not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. However, we reserve the right to exclude holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as we make a good faith effort to comply with any state law deemed applicable to the Offer, if we cannot do so, we believe that the exclusion of holders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. EXHIBIT A COMPANY STOCK REPURCHASE PROGRAM Trade Day # of Shares Purchase Price per Share --------- ----------- ------------------------ 02/01/00 4,600 $10.9375 02/02/00 3,000 $10.9375 02/03/00 6,000 $11.0000 02/11/00 6,800 $10.7500 03/16/00 10,000 $12.0000 03/31/00 5,000 $12.0000 Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for the Shares and any other required documents should be sent or delivered by each stockholder or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below: The Depositary: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By First Class or Express Mail: Continental Stock Transfer & Trust Company Two Broadway, 19th Floor New York, NY 10004 By Hand or Overnight Delivery: Continental Stock Transfer & Trust Company Two Broadway, 19th Floor New York, NY 10004 Telephone Number: (212) 509-4000 x535 Facsimile Transmission: (212) 616-7610 To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmissions: (212) 509-4000x535 Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone numbers and address below. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offer. To confirm delivery of your Shares, you are directed to contact the Depositary. The Information Agent: D.F. KING & CO., INC. 77 Water Street, 20th Floor New York, NY 10005 Call Collect: (212) 269-5550 Toll Free: (800) 714-3305 EX-99.A(1)(II) 3 LETTER OF TRANSMITTAL Letter of Transmittal To Tender Shares of Common Stock of Green Mountain Coffee, Inc. Pursuant to the Offer to Purchase Dated April 17, 2000 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 15, 2000, UNLESS THE OFFER IS EXTENDED. The Depositary for the Offer is: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By First Class or Express Mail: Continental Stock Transfer & Trust Company 2 Broadway, 19th Floor New York, NY 10004 By Hand or Overnight Delivery: Continental Stock Transfer & Trust Company 2 Broadway, 19th Floor New York, NY 10004 Telephone Number: (212) 509-4000x535 Facsimile Transmission: (212) 616-7610 To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmissions: (212) 616-7610 DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANYONE OTHER THAN THE DEPOSITARY OR TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) Name(s) and Address(es) of Share Certificate(s)and Shares Tendered Registered Holder(s) (Please fill in, if blank, (Attach Additional Signed List, exactly as name(s) appear(s)) If Necessary) on Share Certificate(s) - -------------------------------------------------------------------------------- Total Number of Shares Evidenced Number Share Certificate by Share of Shares Number(s)* Certificate(s)* Tendered** --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- Total Shares - -------------------------------------------------------------------------------- Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of proration.*** (Attach additional signed list if necessary.) See Instruction 14. 1st: ; 2nd: ; 3rd: ----- - ---- - ---- * Need not be completed by stockholders delivering Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered to the Depositary are being tendered hereby. See Instruction 4. *** If you do not designate an order, then in the event less than all Shares tendered are purchased due to proration, Shares will be SELECTED FOR PURCHASE BY THE DEPOSITARY. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY. This Letter of Transmittal is to be completed by stockholders either if certificates evidencing Shares (as defined below) are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the book-entry transfer procedure described in Section 3 of the Offer to Purchase (as defined below). Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Stockholders whose certificates evidencing Shares ("Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other documents required hereby to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis and who wish to tender their Shares must do so pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. See Instruction 2. [_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution ______________________________________________ Account No. ________________________________________________________________ Transaction Code No. _______________________________________________________ [_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) ____________________________________________ Date of Execution of Notice of Guaranteed Delivery _________________________ Name of Institution which Guaranteed Delivery ______________________________ Give Account Number and Transaction Code Number if delivered by book-entry transfer: Account No. ________________________________________________________________ Transaction Code No. _______________________________________________________ Ladies and Gentlemen: The undersigned hereby tenders to Green Mountain Coffee, Inc. a Delaware corporation (the "Company"), the above-described shares of Common Stock, $.10 par value (the "Shares"), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase dated April 17, 2000 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). Subject to, and effective upon, acceptance for payment of the Shares tendered herewith, in accordance with the terms of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all Shares tendered hereby or orders the registration of such Shares tendered by book- entry transfer that are purchased pursuant to the Offer to or upon the order of the Company and hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates evidencing such Shares, or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares, (ii) present Share Certificates for cancellation and transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants to the Company that (i) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (a) the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) such tender of Shares complies with Rule 14e-4; (ii) when and to the extent the Company accepts the Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (iii) on request, the undersigned will execute and deliver any additional documents which the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; (iv) the undersigned has read and agrees to all of the terms of the Offer; and (v) the undersigned has full power and authority to tender, sell, assign and transfer Shares tendered hereby. The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the Share Certificates tendered hereby. The certificate numbers, the number of Shares represented by such Share Certificates, the number of Shares that the undersigned wishes to tender and the purchase price at which such Shares are being tendered should be indicated in the appropriate boxes. The undersigned understands that the Company will determine a single per Share price (not greater than $16.00 nor less than $14.50 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The undersigned understands that the Company will select the Purchase Price that will allow it to buy 300,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $16.00 nor less than $14.50 per Share) pursuant to the Offer. The undersigned understands that all Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including its proration provisions, and that the Company will return all other Shares, including Shares tendered and not withdrawn at prices greater than the Purchase Price and Shares not purchased because of proration. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. The undersigned understands that Share Certificates representing Shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the "Special Payment Instructions" or "Special Delivery Instructions" below. The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payments Instructions," to transfer any Share Certificate from the name of its registered holder, or to order the registration or transfer of such Shares tendered by book-entry transfer, if the Company purchases none of the Shares represented by such certificate or tendered by such book-entry transfer. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The check for the Purchase Price for such of the tendered Shares as are purchased will be issued to the order of the undersigned and mailed to the address indicated above unless otherwise indicated under the "Special Payment Instructions" or the "Special Delivery Instructions" below. All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED. (See Instruction 5) CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS INSTRUCTIONS), THERE IS NO PROPER TENDER OF SHARES. [_] 14.50 [_] 14.625 [_] 14.75 [_] 14.875 [_] 15.00 [_] 15.125 [_] 15.25 [_] 15.375 [_] 15.50 [_] 15.625 [_] 15.75 [_] 15.875 [_] 16.00 [_] ODD LOTS (See Instruction 8) To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on April 17, 2000, and who continues to own beneficially as of the Expiration Date, an aggregate of less than 100 Shares. The undersigned either (check one box): [_] was the beneficial owner, as of the close of business on April 17, 2000, of an aggregate of less than 100 Shares all of which are being tendered; or [_] is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner, as of the close of business on April 17, 2000, of an aggregate of less than 100 Shares and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (in Dollars) Per Share at Which Shares are Being Tendered" in this Letter of Transmittal). [_] SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 6, 7 and 9) (See Instructions 1, 4, 6 and 9) To be completed ONLY if the To be completed ONLY if the check check for the purchase price of issued in the name of the undersigned Shares purchased or Share Certificate for the purchase price of Shares evidencing Shares not tendered purchased or Share Certificates issued in the name of someone evidencing Shares not tendered or not other than the undersigned. purchased are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Shares Tendered." Issue: [_] Check Mail: [_] Check [_] Share Certificate(s) to: [_] Share Certificate(s) to: Name _____________________________ Name _____________________________ ---------------------------------- ---------------------------------- (Please Print) (Please Print) Address __________________________ Address __________________________ ---------------------------------- ---------------------------------- (Include Zip Code) (Include Zip Code) ---------------------------------- (Tax Identification or Social Security No.) (See Substitute Form W-9 below) IMPORTANT STOCKHOLDERS: SIGN HERE (See Instructions 1 and 6) (Please Complete Substitute Form W-9 Contained Herein) Signature(s) of Holder(s): _________________________________________________ Dated: _______________________________________________________________, 2000 Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing or by a person(s) authorized to become registered holder(s) by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 6. Name(s): ___________________________________________________________________ (Please Print) Capacity (full title): _____________________________________________________ Address: ___________________________________________________________________ (Include Zip Code) Area Code and Telephone Number: ____________________________________________ Taxpayer Identification or Social Security Number(s): _________________________________________________ (See Substitute Form W-9 contained herein) GUARANTEE OF SIGNATURE(S) (If Required--See Instructions 1 and 6) FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW. Area Code and Telephone Number: ____________________________________________ Dated: _______________________________________________________________, 2000 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a member firm of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) (each of the foregoing being referred to as an "Eligible Institution"), unless (i) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the holder of Shares) tendered hereby and such holder(s) has (have) completed neither the box entitled "Special Payment Instructions" nor the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 6. 2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used either if Share Certificates are to be forwarded herewith or if Shares are to be delivered by book-entry transfer pursuant to the procedure set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing ALL physically tendered Shares, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered by book- entry transfer, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date. If Share Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Stockholders whose Share Certificates are not immediately available, who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Depositary prior to the Expiration Date; and (iii) the Share Certificates evidencing all physically delivered Shares in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, in each case together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ National Market trading days after the date of receipt by the Depositary of such Notice of Guaranteed Delivery, all as described in Section 3 of the Offer to Purchase. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY OR, IN THE CASE OF GUARANTEED DELIVERY, BY THE DEPOSITARY ONLY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal (or a facsimile hereof), all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for payment. 3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the Share Certificate numbers, the number of Shares evidenced by such Share Certificates and the number of Shares tendered should be listed on a separate signed schedule and attached hereto. 4. Partial Tenders and Unpurchased Shares (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares which are to be tendered in the column entitled "Number of Shares Tendered" of the box captioned "Description of Shares Tendered." In such cases, new Share Certificate(s) evidencing the remainder of the Shares that were evidenced by the Share Certificates delivered to the Depositary herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in either the "Special Payment Instructions" or "Special Delivery Instructions" box on this Letter of Transmittal, as soon as practicable after the expiration or termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. Indication of Price at which Shares are Being Tendered. For Shares to be properly tendered, the stockholder must check the box indicating the price per Share at which he/she is tendering Shares under "Price (In Dollars) Per Share at Which Shares Are Being Tendered" on this Letter of Transmittal; provided, however, that an Odd Lot Owner (as defined in Section 2 of the Offer to Purchase) may check the box above in the section entitled "Odd Lots" indicating that he/she is tendering all Shares at the Purchase Price. ONLY ONE PRICE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES (OTHER THAN PURSUANT TO TENDERS BY ODD LOT OWNERS OR STOCKHOLDERS WHO DO NOT WISH TO SPECIFY A PURCHASE PRICE AS PROVIDED HEREIN). A stockholder wishing to tender portions of such stockholder's Share holdings at different prices must complete a separate Letter of Transmittal for each price at which he/she wishes to tender each such portion of his/her Shares. The same Shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates evidencing such Shares, without alteration, enlargement or any other change whatsoever. If any Share tendered hereby is owned of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If this Letter of Transmittal is signed by the registered holder(s) of the Share Certificate evidencing Shares tendered hereby, no endorsements or separate stock powers are required, unless payment is to be made, or Share Certificates evidencing Shares not purchased or not tendered are to be issued, to a person other than the registered holder(s), in which case, the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Share Certificate evidencing Shares tendered hereby, the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person's authority so to act must be submitted. 7. Stock Transfer Taxes. Except as otherwise provided in this Instruction 7, the Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder(s), or if tendered Share Certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder(s), or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price, unless evidence satisfactory to the Company of the payment of such taxes, or exemption therefrom, is submitted. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates evidencing the Shares tendered hereby. 8. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase less than all Shares tendered before the Expiration Date, the Shares purchased first will consist of all Shares validly tendered on or prior to the Expiration Date at or below the Purchase Price by or on behalf of stockholders who beneficially owned, as of the close of business on April 17, 2000, and continue to beneficially own as of the Expiration Date, an aggregate of less than 100 Shares, and who tenders all of such stockholder's Shares. This preference will not be available unless the box captioned "Odd Lots" is completed. 9. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares tendered hereby is to be issued, or Share Certificate(s) evidencing Shares not tendered or not purchased is (are) to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal, or if a check issued in the name of the person(s) signing this Letter of Transmittal or any such Share Certificate is to be sent to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled "Description of Shares Tendered" on this Letter of Transmittal, the appropriate boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal must be completed. 10. Irregularities. The Company will determine, in its sole discretion, all questions as to the number of Shares to be accepted, the price to be paid therefor, the form of documents, and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares determined by it not to be in proper form or the acceptance of or payment for which may in the opinion of the Company's counsel be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary, the Information Agent nor any other person is or will be obligated to give notice of defects of irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. 11. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at its address or telephone number set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies. 12. Substitute Form W-9. Each tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax. If a tendering stockholder has been notified by the Internal Revenue Service that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such stockholder has since been notified by the Internal Revenue Service that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to 31% federal income tax withholding on the payment of the Purchase Price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should check the box next to "Awaiting TIN" in Part 3 of the Substitute Form W-9 and sign and date the "Certificate of Awaiting Taxpayer Identification Number." If the box in Part 3 of Substitute Form W-9 is checked and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% on all payments of the Purchase Price to such stockholder until a TIN is provided to the Depositary. 13. Withholding on Foreign Stockholders. The Depositary will withhold federal income taxes equal to 30% of the gross payments payable to a foreign stockholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) any estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust and (y) one or more United States persons have authority to control all substantial decisions of the trust. The Depositary will determine a stockholder's status as a foreign stockholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the stockholder's address and to any outstanding forms, certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding unless facts and circumstances indicate that reliance is not warranted. A foreign stockholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such stockholder may be eligible should consider doing so in order to avoid overwithholding. A foreign stockholder may be eligible to obtain a refund of tax withheld if such stockholder meets one of the three tests for capital gain or loss treatment described in Section 14 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax was due. 14. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the federal income tax classification of any gain or loss on the Shares purchased. See Section 1 of the Offer to Purchase. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY TRANSFER, AND ALL OTHER REQUIRED DOCUMENTS), OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE). STOCKHOLDERS ARE ENCOURAGED TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 BELOW. IMPORTANT TAX INFORMATION Under the federal income tax law, a stockholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is an individual, the TIN is such stockholder's social security number. If the Depositary is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding of 31%. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual's exempt status. Forms of such statements can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. Purpose of Substitute Form W-9 To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of such stockholder's correct TIN by completing the form below certifying (a) that the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN) and (b) that (i) such stockholder has not been notified by the Internal Revenue Service that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such stockholder that such stockholder is no longer subject to backup withholding. What Number to Give the Depositary The stockholder is required to give the Depositary the social security number or employer identification number of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should check the box next to "Awaiting TIN" in Part 3 and sign and date the "Certificate of Awaiting Taxpayer Identification Number." If the box in Part 3 of Substitute Form W-9 is checked and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% of all payments of the Purchase Price to such stockholder until a TIN is provided to the Depositary. PAYER'S NAME: Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND _____-_____-__________ CERTIFY BY SIGNING AND Social Security Number DATING BELOW. OR SUBSTITUTE Form W-9 Department of the Treasury ____-_________________________ Internal Employer Identification Number Revenue Service ---------------------------------------------------- Part 2--Certification--UNDER PENALTIES OF PERJURY, I CERTIFY THAT: Payer's Request (1) The number shown on this form is my correct for Taxpayer Taxpayer Identification Number (or I am waiting Identification FOR A NUMBER TO BE ISSUED TO ME), and Number (TIN) ----------------------------------------------- (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Part 3--Awaiting TIN [_] Certification Instructions--You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. Signature _____________________________________ Date ________ Name (Please Print) ___________________________ Address (Please Print) ________________________ NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days. Signature _________________________________________________________Date: Name (Please Print) ____________________________________________________ Address (Please Print) _________________________________________________ The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street, 20th Floor New York, NY 10022 Call Collect: (212) 269-5550 Toll Free: (800) 714-3305 EX-99.A(1)(III) 4 NOTICE OF GUARANTEED DELIVERY Notice of Guaranteed Delivery for Tender of Shares of Common Stock of Green Mountain Coffee, Inc. This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if: (i) certificates ("Share Certificates") evidencing shares of Common Stock, $.10 par value, of Green Mountain Coffee, Inc., a Delaware corporation, are not immediately available, (ii) Share Certificates and all other required documents cannot be delivered to Continental Stock Transfer & Trust Company, as Depositary (the "Depositary"), prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined below)) or (iii) the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the Offer is: CONTINENTAL STOCK TRANSFER AND TRUST COMPANY By First Class or Express Mail: Continental Stock Transfer & Trust Company Two Broadway, 19th Floor New York, NY 1004 By Hand or Overnight Delivery: Continental Stock Transfer & Trust Company Two Broadway, 19th Floor New York, NY 10004 Telephone Number: (212) 509-4000x535 Facsimile Transmission: (212) 616-7610 To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmission (212) 616-7610 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Green Mountain Coffee, Inc. a Delaware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 17, 2000 (the "Offer to Purchase") and the related Letter of Transmittal (which together, as from time to time amended, constitute the "Offer"), receipt of each of which is hereby acknowledged, shares of common stock, no par value, of the Company (the "Shares") pursuant to the guaranteed delivery procedures described in Section 3 of the Offer to Purchase. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE SPECIFIED. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS INSTRUCTIONS), THERE IS NO PROPER TENDER OF SHARES. [_] 14.50 [_] 15.00 [_] 15.50 [_] 16.00 - -------------------------------------------------------------------- [_] 14.625 [_] 15.125 [_] 15.625 - -------------------------------------------------------------------- [_] 14.75 [_] 15.25 [_] 15.75 - -------------------------------------------------------------------- [_] 14.875 [_] 15.375 [_] 15.875 ODD LOTS To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on April 17, 2000, and who continues to own beneficially as of the Expiration Date, an aggregate of less than 100 Shares. The undersigned either (check one box): [_]was the beneficial owner, as of the close of business on April 17, 2000, of an aggregate of less than 100 Shares, all of which are being tendered, or [_]is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner, as of the close of business on April 17, 2000, of an aggregate of less than 100 Shares and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (in Dollars) Per Share at Which Shares Are Being Tendered"). [ ] PLEASE TYPE OR PRINT SIGN HERE: (Name(s)) _____________________________ Date: ________________________________ (Certificate Number(s) (If Available)) If Shares will be delivered by book- _____________________________ entry transfer, give the Depository (Address(es)) Trust Company Account Number: _______ (Area Code and Telephone Number) _____________________________ GUARANTEE (Not to be used for Signature Guarantee) The undersigned, a firm which is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) (each, an "Eligible Institution"), hereby (i) guarantees to deliver to the Depositary, at one of its addresses set forth above, Share Certificates evidencing the Shares tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a properly completed delivery of a Letter of Transmittal (or facsimile thereof) properly completed and duly executed, with any required signature guarantees and/or any other documents required by the Letter of Transmittal, all within three NASDAQ National Market System trading days, (ii) represents that the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (iii) represents that such tender of Shares complies with Rule 14e-4. (Name of Firm) ____________________________________________________________ (Authorized Signature) (Address) _________________________________________________________________ (Include Zip Code) (Title) ___________________________________________________________________ Name: _____________________________________________________________________ (Area Code and Telephone Number) __________________________________________ Dated: ____________________________________________________________________ NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. EX-99.A(1)(IV) 5 LETTER TO BROKERS, DEALERS, COMMERCIAL BANK GREEN MOUNTAIN COFFEE, INC. Offer to Purchase for Cash Up to 300,000 Shares of its Common Stock at a Purchase Price not Greater than $16.00 Nor Less Than $14.50 Per Share April 17, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Green Mountain Coffee, Inc., a Delaware corporation (the "Company"), is making an offer to purchase for cash up to 300,000 shares of its Common Stock, $.10 par value (the "Shares"), at prices not greater than $16.00 nor less than $14.50 per Share and upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 17, 2000, and in the related Letter of Transmittal (which together constitute the "Offer"). We enclose the materials listed below relating to the Offer. The Company will determine a single per Share price (not greater than $16.00 nor less than $14.50 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the Purchase Price which will allow it to buy 300,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $16.00 nor less than $14.50 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. See Section 1 of the Offer to Purchase. If, prior to the Expiration Date, more than 300,000 Shares (or such greater number of Shares as the Company may elect to purchase) are validly tendered, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) who validly tender all of their Shares at or below the Purchase Price and then on a pro rata basis, if necessary, from all other stockholders whose Shares are validly tendered at or below the Purchase Price. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer. See, Section 6 of the Offer to Purchase. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 15, 2000, UNLESS THE OFFER IS EXTENDED. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated April 17, 2000; 2. Letter to Clients which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. Letter, dated April 17, 2000, from Robert P. Stiller, Chairman of the Board, President and Chief Executive Officer of the Company, to stockholders of the Company; 4. Letter of Transmittal for your use and for the information of your clients (together with accompanying Substitute Form W-9 guidelines); 5. Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares are not immediately available, or if the procedure for book-entry transfer cannot be completed on a timely basis; and 6. Return envelope addressed to Continental Stock Transfer & Trust Company, the Depositary. No fees or commissions will be payable to brokers, dealers or any other persons for soliciting tenders of Shares pursuant to the Offer. The Company will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes on its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. As described in Section 3 of the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer, if such tenders are made by or through a broker or dealer which is a member firm of a registered national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program). Certificates for Shares so tendered (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the "Book-Entry Transfer Facility," as described in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be received by the Depositary within three NASDAQ National Market System trading days after timely receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. Any inquiries you may have with respect to the Offer should be addressed to the Information Agent at its address and telephone number set forth on the back cover page of the Offer to Purchase. Additional copies of the enclosed material may also be obtained from the Information Agent. Very truly yours, GREEN MOUNTAIN COFFEE, INC. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. EX-99.A(1)(V) 6 LETTER TO CLIENTS Green Mountain Coffee, Inc. Offer to Purchase for Cash Up to 300,000 Shares of its Common Stock at a Purchase Price not Greater than $16.00 Nor Less Than $14.50 Per Share April 17, 2000 To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated April 17, 2000, and the related Letter of Transmittal (which together constitute the "Offer"), in connection with the Offer by Green Mountain Coffee, Inc. a Delaware corporation (the "Company"), to purchase for cash up to 300,000 shares of its Common Stock, $.10 par value (the "Shares"), at prices not greater than $16.00 nor less than $14.50 per Share, upon the terms and subject to the conditions of the Offer. Also enclosed are certain other materials related to the Offer, including a letter, dated April 17, 2000, from Robert P. Stiller, Chairman of the Board, President and Chief Executive Officer of the Company, to shareholders of the Company. The Company will determine a single per Share price (not greater than $16.00 nor less than $14.50 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the Purchase Price that will allow it to buy 300,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $16.00 nor less than $14.50 per Share) pursuant to the Offer. All Shares validly tendered prior to the Expiration Date at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. The Company will return all other Shares, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration. See, Section 1 of the Offer to Purchase. If, prior to the Expiration Date, more than 300,000 Shares (or such greater number of Shares as the Company may elect to purchase) are validly tendered, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) who validly tender all of their Shares at or below the Purchase Price, and then on a pro rata basis, if necessary, from all other stockholders whose Shares are validly tendered at or below the Purchase Price. WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, WE ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES, AND THEN ONLY PURSUANT TO THE INSTRUCTIONS YOU PROVIDE US ON THE ATTACHED INSTRUCTION FORM. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY. YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT. Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer. We call your attention to the following: 1. You may tender Shares at prices (in multiples of $0.125) not greater than $16.00 nor less than $14.50 per Share or you may choose not to specify a price, as indicated in the attached Instruction Form, net to you in cash. 2. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer. 3. The Offer, proration period, and withdrawal rights will expire at 5:00 p.m., New York City time, on May 15, 2000 (the "Expiration Date"), unless the Company extends the Offer. 4. The Offer is for up to 300,000 Shares, constituting approximately 9% of the Shares outstanding as of April 3, 2000. 5. Tendering stockholders will not be obligated to pay any brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. 6. If you owned beneficially as of the close of business on April 17, 2000 an aggregate of less than 100 Shares, you instruct us to tender on your behalf all the Shares of which we are the holder of record at or below the Purchase Price before the expiration of the Offer, and you check the appropriate space in the box captioned "Odd Lots" in the attached Instruction Form, the Company will accept all such Shares for purchase before proration, if any, of the purchase of other Shares tendered at or below the Purchase Price. 7. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, and returning to us the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 15, 2000, UNLESS THE COMPANY EXTENDS THE OFFER. As described in Section 1 of the Offer to Purchase, if before the Expiration Date more than 300,000 Shares (or such greater number of Shares as the Company elects to purchase) are validly tendered at or below the Purchase Price, the Company will accept Shares for purchase at the Purchase Price in the following order of priority: (a) first, all Shares validly tendered at or below the Purchase Price prior to the Expiration Date by any Odd Lot Owner (as defined in Section 2 of the Offer to Purchase) who: (1) tenders all Shares beneficially owned by such Odd Lot Owner at or below the Purchase Price (partial tenders will not qualify for this preference); and (2) completes the section captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) then, after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price before the Expiration Date on a pro rata basis, if necessary (with adjustments to avoid purchases of fractional Shares). The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or blue sky laws of such jurisdiction. The Company is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. However, the Company reserves the right to exclude holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Company makes a good faith effort to comply with any state law deemed applicable to the Offer, if it cannot do so, the Company believes that the exclusion of holders residing in such jurisdictions is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Company's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Instruction Form With Respect to Offer to Purchase for Cash up to 300,000 Shares of Common Stock of Green Mountain Coffee, Inc. At A Purchase Price Not Greater Than $16.00 Nor Less Than $14.50 Per Share The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer to Purchase dated April 17, 2000, and related Letter of Transmittal (which together constitute the "Offer"), in connection with the offer by Green Mountain Coffee, Inc. a Delaware corporation (the "Company"), to purchase for cash 300,000 shares of its Common Stock, $.10 par value (the "Shares"), at prices not greater than $16.00 nor less than $14.50 per Share, upon the terms and subject to the conditions of the Offer. The Company will determine a single per Share price (not greater than $16.00 nor less than $14.50 per Share) (the "Purchase Price") that it will pay for the Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the Purchase Price which will allow it to buy 300,000 Shares (or such lesser number of Shares as are properly tendered at prices not greater than $16.00 nor less than $14.50 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. The Company will return all other Shares, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration. See Section 1 of the Offer to Purchase. [_]By checking this box, all Shares held by us for your account will be tendered. If less than all of the Shares are to be tendered, please check the box below and indicate the aggregate number of Shares to be tendered by us. [_] __________Shares (1) (1) Unless otherwise indicated, it will be assumed that all Shares held for the account of the undersigned are to be tendered. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS INSTRUCTIONS BELOW), THERE IS NO PROPER TENDER OF SHARES. [_] 14.50 [_] 15.00 [_] 15.50 [_] 16.00 [_] 14.625 [_] 15.125 [_] 15.625 [_] 14.75 [_] 15.25 [_] 15.75 [_] 14.875 [_] 15.375 [_] 15.875 ODD LOTS [_]By checking this box, the undersigned represents that the undersigned owned beneficially, as of the close of business on April 17, 2000, an aggregate of less than 100 Shares, and is tendering or is instructing the applicable record holder(s) to tender all such Shares. [_]Check this box if you do not wish to specify a purchase price, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (in Dollars) Per Share at Which Shares Are Being Tendered"). SIGNATURE BOX Signature(s): __________________________________________________________ Dated: _________________________________________________________________ Name(s) and Address(es): _______________________________________________ (please print) Area Code and Telephone Number: ________________________________________ Taxpayer Identification or Social Security Number: _____________________ EX-99.A(1)(VI) 7 GUIDELINES FOR CERTIFICATION OF TAXPAYER ID GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer. Social security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. - ---------------------------------------------------- ---------------------------------------------------------------------- Give the Give the EMPLOYER For this type of account: SOCIAL SECURITY For this type of account: IDENTIFICATION number of-- number of-- - ---------------------------------------------------- ---------------------------------------------------------------------- 1. An individual's account The individual 9. A valid trust, estate, The legal entity (do not furnish the or pension trust identifying number of the personal 2. Two or more individuals The actual owner of the representative or trustee unless the (joint account) account or, if combined legal entity itself is not designated in funds, any one of the the account title)(5) individuals(1) 10. Corporate account The corporation 3. Husband and wife (joint The actual owner of the account) account or, if joint 11. Religious, charitable, The organization funds, either person(1) or education organization account 4. Custodian account of a The minor(2) minor (Uniform Gift to 12. Partnership account The partnership Minors Act) held in the name of the business 5. Adult and minor (joint The Adult or, if the account) minor is the only 13. Association, club, The organization contributor, the or other tax-exempt minor(1) organization 6. Account in the name of The ward, minor, or 14. A broker or The broker or nominee guardian or committee incompetent person(3) registered nominee for a designated ward, minor, or incompetent 15. Account with the The public entity person Department of Agriculture in the 7. a. The usual revocable The grantor-trustee(1) name of a public savings trust account entity (such as a (grantor is also State or local trustee) government, school b. So-called trust The actual owner(1) district, or prison) account that is not a that receives legal or valid trust agricultural under State law program payments 8. Sole proprietorship The owner(4) account - ----------------------------------------------------- ----------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 Obtaining a Number If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. Payees Exempt from Backup Withholding Payees specifically exempted from backup withholding on ALL payments include the following: - A corporation. - A financial institution. - An organization exempt from tax under section 501(a), or an individual retirement plan. - The United States or any agency or instrumentality thereof. - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency, or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under section 584(a). - An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1). - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under section 1441. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. - Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt interest dividends under section 852). - Payments described in section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under section 1451. - Payments made by certain foreign organizations. - Payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A. Privacy Act Notice--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Beginning January 1, 1993, payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties 1) Penalty for Failure to Furnish Taxpayer Identification Number--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. 2) Civil Penalty for False Information with Respect to Withholding--If you make false statement with no reasonable basis, which results in no imposition of backup withholding, you are subject to a penalty of $500. 3) Criminal Penalty for Falsifying Information--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.A(1)(VIII) 8 LETTER TO STOCKHOLDERS April 17, 2000 To Our Stockholders: We are pleased to inform you that Green Mountain Coffee, Inc. is offering to purchase 300,000 shares (representing approximately 9% of the currently outstanding shares) of its Common Stock from its stockholders through a tender offer at prices not greater than $16.00 nor less than $14.50 per share. The Company is conducting the tender offer through a procedure commonly referred to as a "Dutch Auction." This procedure allows you to select the price within that price range at which you are willing to sell your shares to us. Based upon the number of shares tendered and the prices specified by the tendering stockholders, we will determine the single per share price within that price range that will allow us to buy 300,000 shares (or such lesser number of shares as are validly tendered). All of the shares that are validly tendered at prices at or below that purchase price will, subject to possible proration, be purchased at that purchase price, net to the selling stockholder. All other shares which have been tendered and not purchased will be returned to the stockholder. The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer provides stockholders the opportunity to sell shares for cash without the usual transaction costs and, in the case of those holders who own less than 100 shares, without incurring any applicable odd lot discounts. The tender offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you wish to tender your shares, detailed instructions on how to tender shares are also in the enclosed materials. We encourage you to read these materials carefully before making any decision with respect to the tender offer. Neither the Company nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Please note that the tender offer is scheduled to expire at 5:00 p.m., New York City time, on May 15, 2000, unless extended by the Company. Questions regarding the tender offer may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 714-3305. Sincerely, /s/ Robert P. Stiller Robert P. Stiller Chairman of the Board, President and Chief Executive Officer EX-99.A(5)(II) 9 NEWS RELEASE DATED 4/17/00 Robert D. Britt, Chief Financial Officer Sandra Robinson, IR Coordinator Tel 802.244.5621 Green Mountain Coffee, Inc. Commences Dutch Auction Self-Tender Offer For Up To 300,000 Shares Tender Price Range Increased to $14.50-$16.00 WATERBURY, VERMONT----April 17, 2000--Green Mountain Coffee, Inc. (Nasdaq: GMCR) today commenced its previously announced 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 $14.50-$16.00 per share, an increase from the previously announced price range. The tender offer is scheduled to expire at 5:00 P.M. New York City time on Monday, May 15, 2000, unless extended by the Company. The Company's shares closed trading on NASDAQ on April 14, 2000 at $14.375. The tender offer is subject to various terms and conditions described in offering materials being distributed to stockholders today. The Company indicated that it would use borrowings under its credit line with Fleet Bank - N.H. to purchase the shares. Under the terms of the Dutch Auction offer, stockholders are being 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. Copies of the Offer to Purchase, Letter of Transmittal and other tender offer documents can be obtained by calling the Information Agent, D. F. King & Co., Inc. at (800) 714-3305. Certain statements contained herein 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. EX-10.2(JJ) 10 TWELFTH AMENDMENT TO FLEET BANK AGREEMENT TWELFTH AMENDMENT TO FLEET BANK - NH COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS THIS TWELFTH AMENDMENT TO COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS (the "Amendment") is made effective as of April 7, 2000, by and among FLEET BANK - - NH, a bank organized under the laws of the State of New Hampshire with an address of Mail Stop NH DE 01102A, 1155 Elm Street, Manchester, New Hampshire 03101 (the "Bank"), GREEN MOUNTAIN COFFEE ROASTERS, INC. (f/k/a Green Mountain Coffee, Inc.), a Vermont corporation with a principal place of business at 33 Coffee Lane, Waterbury, Vermont 05676 (the "Borrower"), and GREEN MOUNTAIN COFFEE ROASTERS FRANCHISING CORPORATION, a Delaware corporation (the "Subsidiary"). W I T N E S S E T H: WHEREAS, the Bank, the Borrower, and the Subsidiary are parties to a certain Fleet Bank - NH Seventh Amendment and First Restatement of Commercial Loan Agreement dated April 12, 1996, as amended by Eighth Amendment to Fleet Bank - NH Commercial Loan Agreement and Loan Documents dated February 19, 1997, Ninth Amendment to Fleet Bank - NH Commercial Loan Agreement and Loan Documents dated June 9, 1997, Tenth Amendment to Commercial Loan Agreement and Loan Documents dated January 15, 1998, and Eleventh Amendment to Fleet Bank - NH Commercial Loan Agreement and Loan Documents dated February 19, 1998 (as amended to date, the "Loan Agreement") and certain Loan Documents of various dates (as defined in the Loan Agreement and as amended through the date hereof), including, but not limited to a certain Guaranty Agreement dated October 22, 1992, as amended to date, of the Subsidiary (the "Guaranty"), and certain Security Agreements of the Borrower dated April 12, 1996 and of the Subsidiary dated October 22, 1992, as amended to date (collectively, the "Security Agreements"); WHEREAS, pursuant to the Loan Agreement, the Bank has extended to the Borrower certain credit facilities including a revolving line of credit loan up to the maximum principal amount of Nine Million Dollars ($9,000,000.00) (the "Revolving Line of Credit Loan") and a revolving line of credit/ term loan in the principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00) (the "Revolving Line of Credit/ Term Loan"); and WHEREAS, the Borrower has requested, and the Bank has agreed, to (a) refinance the Revolving Line of Credit Loan and the Revolving Line of Credit/ Term Loan by consolidating said loans and replacing them with a revolving line of credit in the maximum principal amount of up to Fifteen Million Dollars ($15,000,000.00), and (b) make certain other modifications and amendments to the terms and conditions affecting all of the credit facilities provided under the Loan Agreement and the Loan Documents. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement and/or the Loan Documents, as the case may be. NOW, THEREFORE, in consideration of the Bank increasing the Revolving Line of Credit Loan as described above, and amending the Loan Agreement in other respects as provided below, the Bank, the Borrower, and the Subsidiary hereby agree to amend the Loan Agreement and the Loan Documents as follows: I. AMENDMENT OF LOAN AGREEMENT. A. INCREASE OF REVOLVING LINE OF CREDIT LOAN. References in the Loan Agreement to the "Revolving Line of Credit/Term Loan" are deleted and Section I of the Loan Agreement is amended to read in its entirety as follows: I. REVOLVING LINE OF CREDIT LOAN. The Revolving Line of Credit Loan first described above (the "Revolving Line of Credit Loan") made available by the BANK to the BORROWER shall be upon and subject to the terms and conditions set forth in the Note evidencing the Revolving Line of Credit Loan, the other Loan Documents, and this Agreement. A. MAXIMUM AVAILABLE AMOUNT. The aggregate maximum principal amount available to the BORROWER under the Revolving Line of Credit Loan (the "Maximum Available Amount") shall be FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00). B. ADVANCES. The Revolving Line of Credit Loan shall be disbursed, advanced, re-advanced, and repaid as provided in the Note evidencing the Revolving Line of Credit Loan and this Agreement. The BORROWER may request that advances and re-advances be made to the BORROWER (each such advance or re-advance an "Advance") orally or in writing from time to time in accordance with such procedures as BANK may reasonably impose in an amount such that the aggregate amounts outstanding under the Revolving Line of Credit Loan do not exceed the Maximum Available Amount as determined under Paragraph A of this Section I above. Notwithstanding any other provision of this Agreement, no Advance shall be made by BANK to the BORROWER at any time an Event of Default (as hereinafter defined) exists under this Agreement or the Loan Documents, or any condition exists which, if not cured, would with the passage of time or the giving of notice, or both, constitute such an Event of Default. At the time of each Advance under the Revolving Line of Credit Loan the BORROWER shall immediately become indebted to the BANK for the amount thereof. Each such Advance may be credited by the BANK to any deposit account of BORROWER with the BANK, or in such other reasonable manner as may be designated in writing by the BANK to the BORROWER, and shall constitute a binding obligation of the BORROWER to the BANK. C. PAYMENT OF PRINCIPAL. The BORROWER shall make payments of principal under the Revolving Line of Credit Loan from time to time in such amounts as is required to maintain the outstanding principal thereunder at or below the Maximum Available Amount as determined under Section I. A. above. THE ENTIRE AMOUNT OF OUTSTANDING PRINCIPAL, ACCRUED INTEREST AND OTHER CHARGES PAYABLE UNDER THE REVOLVING LINE OF CREDIT LOAN SHALL BE DUE AND PAYABLE BY BORROWER IN FULL ON March 31, 2003 (the "Maturity Date"). D. INTEREST RATE. (i) ALTERNATIVE RATES. The principal balance outstanding from time to time under the Revolving Line of Credit Loan, shall bear interest at the following rates, at BORROWER's selection, subject to the conditions and limitations provided for herein and in the Note evidencing such Loan: (i) Revolving Variable Rate (defined below), (ii) Revolving LIBOR Rate (defined below), or (iii) Revolving BAR Rate (defined below). BORROWER shall select, and thereafter may change the selection of, the applicable interest rate, from the alternatives provided herein, for the Revolving Line of Credit Loan by notifying the BANK of its selection (pursuant to procedures and forms required by the BANK): (i) prior to each Advance, (ii) prior to the end of each Interest Period applicable to a LIBOR or Fixed Interest Rate Advance or (iii) on any Business Day on which BORROWER desires to convert an outstanding Variable Rate Advance to a LIBOR or Fixed Interest Rate Advance. The selection of an interest rate for the Revolving Line of Credit Loan shall be limited to those rates specifically made available for such Loan pursuant to this Agreement. Interest shall be calculated and charged daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year. As used herein, a "Business Day" is any Banking Day and, with respect to determining or selecting a Revolving LIBOR Rate, any London Banking Day. If any day on which a payment is due is not a Business Day, then the payment shall be due on the next day following which is a Business Day, unless, with respect to a LIBOR Advance, the effect would be to make the payment due in the next calendar month, in which event such payment shall be due on the next preceding day which is a Business Day. Further, if there is no corresponding day for a payment in the given calendar month (i.e., there is no "February 30th"), the payment shall be due on the last Business Day of the calendar month. The term "Banking Day" means in respect of any city, any date on which commercial banks are open for business in that city. (ii) REVOLVING LIBOR RATE. If BORROWER elects to have any amounts outstanding under the Revolving Line of Credit Loan bear interest at the Revolving LIBOR Rate, such interest rate shall be for a period measured from one (1) to twelve (12) months (each such period to be in one (1) month increments but in no event beyond the Maturity Date) ("Interest Period") at a rate (the "Revolving LIBOR Rate") equal to the LIBOR Rate (as hereinafter defined) plus the Applicable LIBOR Margin (as set forth below in Section I. D (v)) per annum. BORROWER may only elect the Revolving LIBOR Rate with respect to an outstanding principal amount under the Revolving Line of Credit Loan of not less than Five Hundred Thousand Dollars ($500,000.00). BORROWER shall notify BANK in writing at least two (2) Banking Days in advance of the date upon which the BORROWER desires an election to the Revolving LIBOR Rate to be effective. BORROWER's notice to BANK as aforesaid shall specify the outstanding amount under the Revolving Line of Credit Loan that BORROWER desires to bear interest at the Revolving LIBOR Rate, the period selected, and the date such election is to be effective (which must be a Banking Day). Any amounts outstanding under the Revolving Line of Credit Loan as to which BORROWER has elected the Revolving LIBOR Rate shall hereinafter be referred to as a "LIBOR Advance". The term "LIBOR rate" shall mean, with respect to any LIBOR Advance, the interest rate per annum (rounded upward, if necessary, to the nearest 1/32 of one percent), as determined on the basis of the offered rates for deposits in U.S. Dollars for a period of time comparable to the Interest Period selected by Borrower for such LIBOR Advance which appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) London Banking Days preceding the first day of such Interest Period. "London Banking Day" means any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market. If such rate does not appear on the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward as described above, if necessary) for deposits in U.S. Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London time), on the day that is two (2) London Banking Days prior to the beginning of such Interest Period. If both the Telerate and Reuters system are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in U.S. Dollars for a period of time comparable to the Interest Period selected by Borrower for such LIBOR Advance which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) London Banking Days preceding the first day of such Interest Period. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in U.S. Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the day that is two (2) London Banking Days preceding the first day of such LIBOR Advance. In the event that the Lender is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for such Interest Period cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage (as defined below) with respect to LIBO deposits of the Lender, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. "Reserve Percentage" shall mean the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against "Euro-currency Liabilities" as defined in Regulation D. (iii) BANKER'S ACCEPTANCE RATE. If BORROWER elects from time to time to have amounts outstanding under the Revolving Line of Credit Loan bear interest at the Revolving BAR Rate, such interest rate shall be a fixed rate for one or more periods of thirty (30), sixty (60), or ninety (90) days each (each such period shall be an "Interest Period") equal to the Banker's Acceptance Rate (as hereinafter defined) plus the Applicable BAR Margin (as hereinafter defined) ("Revolving BAR Rate"), all upon such terms and conditions as the BANK may establish for Banker's Acceptance Rate borrowing. The "Banker's Acceptance Rate" shall be such fixed rate of interest for such periods as is determined and established by the BANK, and which may be changed by the BANK from time to time, for Banker's Acceptance Rate borrowing, whether or not such rate shall be otherwise published or BORROWER receives notice thereof. BORROWER may only elect the Banker's Acceptance-based Rate with respect to an outstanding principal amount under the Revolving Line of Credit Loan of not less than One Million Dollars ($1,000,000.00) ("Fixed Interest Rate Advance"). Notwithstanding the provisions of Section I.D. herein, a Fixed Interest Rate Advance which has a maturity date beyond the Maturity Date shall remain outstanding after the Maturity Date and shall be repaid by the BORROWER pursuant to the terms for such Fixed Interest Rate Advance. During any such period beyond the Maturity Date, the Loan Documents, notwithstanding any provision therein to the contrary, shall remain in full force and effect. (iv) If BORROWER does not select the Revolving LIBOR Rate or the Revolving BAR Rate for a particular Advance, the Advance shall bear interest at the variable rate equal to the Bank's Base Rate plus the Applicable Base Rate Margin (the "Revolving Variable Rate"). As used herein, the Bank's "Base Rate" is the per annum rate of interest so designated from time to time by Fleet National Bank as its prime rate. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Changes in the Revolving Variable Rate shall be effective as of the opening of business on each day that the Base Rate changes without prior notice to BORROWER and whether or not the change is published by Fleet National Bank or the BANK. Any portion of the Revolving Line of Credit Loan which bears interest at the Revolving Variable Rate is referred to herein as a "Variable Rate Advance." (v) For purposes of this Section I. D., the terms "Applicable LIBOR Margin," "Applicable BAR Margin," and "Applicable Base Rate Margin" shall mean the margins determined by BANK on a quarterly basis as provided below. The margins shall be determined by reference to the ratio of BORROWER's Funded Debt to Cash Flow (each as described and defined in Schedule B attached hereto) as reported on BORROWER's quarterly financial covenant compliance certificate (as described on Schedule B attached hereto) delivered to the BANK and as established by BORROWER's Financial Statements (as defined and described on Schedule B attached hereto) delivered to the BANK. The Applicable Base Rate Margin, Applicable LIBOR Margin and Applicable BAR Margin for the Revolving Line of Credit Loan are as follows: If ratio of Funded Then the Applicable Then the Applicable Then the Applicable Debt to Cash Flow is: Base Rate Margin is: LIBOR Margin is: BAR Margin is: --------------------- -------------------- ------------------- ------------------- Greater or equal to 2.0:1 0% 2.0% 1.85% Greater or equal to 1.5:1 but less than 2.0:1 0% 1.75% 1.60% Greater or equal to 1.0:1 but less than 1.5:1 0% 1.50% 1.35% Less than 1.0:1 0% 1.25% 1.10%
Within forty-five (45) days of the end of each fiscal quarter of BORROWER, BORROWER shall (a) deliver to BANK its quarterly Financial Statements for the fiscal quarter then ended (other than with respect to the fourth fiscal quarter for which BORROWER shall deliver management prepared financial statements for purposes hereof), (b) deliver to BANK the quarterly financial covenant compliance certificate of BORROWER, and (c) certify to BANK the then ratio of BORROWER's Funded Debt to Cash Flow and the BORROWER's determination of the Applicable Base Rate Margin, Applicable LIBOR Margin and Applicable BAR Margin therefrom on such form and in such detail as the BANK may from time to time specify. BORROWER shall also provide to the BANK such other reasonable information as BANK may request of BORROWER to verify its determination of the Applicable Base Rate Margin, Applicable LIBOR Margin and Applicable BAR Margin. As of the tenth (10th) Banking Day after the BORROWER's certification to the BANK of BORROWER's delivery of all of the above-referenced items to the BANK, the BANK shall notify BORROWER of its determination of the Applicable Base Rate Margin, Applicable LIBOR Margin and Applicable BAR Margin. The Applicable Base Rate Margin, Applicable LIBOR Margin and Applicable BAR Margin as so determined by the BANK shall be effective as to all outstanding advances under the Revolving Line of Credit Loan as of the tenth (10th) Banking Day after the date of the BORROWER's delivery to the BANK of the above-referenced items through the next date upon which the determination of a new Applicable Margin becomes effective in accordance with the above provisions. E. PREPAYMENT PROVISIONS. 1. PREPAYMENT. Each Loan or any portion thereof may be prepaid in full or in part at any time, upon fifteen (15) days' prior written notice to the holder of the Note evidencing the Loan in the case of a LIBOR Advance or Fixed Interest Advance, without premium or penalty with respect to Variable Rate Advances, but with respect to LIBOR and Fixed Interest Advances subject to the make-whole provision set forth below and payment of a Yield Maintenance Fee determined as provided below. Any partial prepayment of principal shall first be applied to any installment of principal then due and then be applied to the principal due in the reverse order of maturity, and no such partial prepayment shall relieve BORROWER of the obligation to pay each subsequent installment of principal when due. 2. CALCULATION OF YIELD MAINTENANCE FEE. (i) The Yield Maintenance Fee shall be calculated separately for each installment of principal due prior to the Maturity Date set forth in the applicable Note, as well as the entire balance of principal due at the Maturity Date, (in the case of the Revolving Line of Credit Loan, the calculation shall be based on the remainder of the applicable Interest Period) all in accordance with the following: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the current Interest Period, shall be subtracted from the applicable Revolving LIBOR Rate or Revolving BAR Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period during which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the current Interest Period. The resulting amount shall be the yield maintenance fee due to Bank upon the prepayment of the LIBOR or Fixed Interest Rate Advance. (ii) Neither all nor any portion of the principal which bears interest at the Revolving LIBOR Rate or Revolving BAR Rate may or shall be prepaid prior to the last day of the applicable Interest Period, except upon fifteen (15) days' prior written notice to BANK and the payment to BANK of a Yield Maintenance Fee computed in accordance with clause (i) above. (iii) The Yield Maintenance Fee shall be payable in respect of all prepayments of principal whether voluntary or involuntary including, without limitation, prepayments made upon acceleration of the Loan, or application of insurance or eminent domain proceeds. (iv) Once written notice of intention to prepay is given, the Loan, or the applicable portion thereof, shall become due and payable in full on the date specified in the notice of prepayment and the failure to so prepay the Loan on such date, together with any applicable Yield Maintenance Fee, shall constitute an Event of Default. 3. MAKE WHOLE PROVISION. BORROWER shall pay to BANK, immediately upon request and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as shall, in the conclusive judgment of BANK (in the absence of manifest error), compensate BANK for the loss, cost or expense which it may reasonably incur as a result of (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR or Fixed Interest Rate Advance on a date other than the last day of the applicable Interest Period, (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR or Fixed Interest Rate Advance to a Variable Rate Advance on a date other than the last day of the applicable Interest Period, (iii) the failure of all or a portion of an Advance which was to have borne interest at the Revolving LIBOR Rate or Revolving BAR Rate pursuant to the request of BORROWER to be made under the Loan Agreement (except as a result of a failure by BANK to fulfill BANK's obligations to fund), or (iv) the failure of BORROWER to borrow in accordance with any request submitted by it for a LIBOR Advance. Such amounts payable by BORROWER shall be equal to any administrative costs actually incurred, plus any amounts required to compensate for any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by BANK to fund or maintain a LIBOR or Fixed Interest Rate Advance plus, in any event, but without duplication, a Yield Maintenance Fee. F. PURPOSES. Amounts advanced and readvanced to Borrower under the Revolving Line of Credit Loan shall only be used for BORROWER's ordinary working capital requirements, planned repurchase of shares of stock in an aggregate amount up to $6,250,000.00, and other general corporate purposes. B. PAYMENTS PROVISION. Section V of the Loan Agreement is amended to read in its entirety as follows: V. PAYMENTS. All payments made by the BORROWER of principal and interest on the Loans, and other sums and charges payable under the Loan Documents, shall be made to the BANK in accordance with the terms of the respective Loan Documents in immediately available, lawful United States of America currency at its office set forth above, or by the debiting by the BANK of the demand deposit account(s) in the name of the BORROWER at the BANK, or in such other reasonable manner as may be designated by the BANK in writing to the BORROWER, and in any event shall be made in immediately available funds. The BORROWER authorizes the BANK automatically to debit the BORROWER's demand deposit account as described above. C. ELIMINATION OF BORROWING BASE PROVISIONS AND CERTIFICATE. Schedule A to the Loan Agreement and Exhibit A-1 thereto shall be and hereby are deleted in their entirety and replaced with SCHEDULE A attached hereto. D. REVOLVING LINE OF CREDIT/TERM LOAN. The Loan Agreement shall be and hereby is amended by deleting Section I-A of the Loan Agreement in its entirety. E. EQUIPMENT LINE OF CREDIT LOAN. The Loan Agreement shall be and hereby is amended by deleting Section II of the Loan Agreement in its entirety. F. AMENDMENT OF FEES. Section I of Schedule B of the Loan Agreement shall be and hereby is replaced with the following: Revolving Line of Credit Commitment Fee: $7,500.00 payable at Closing Unused Revolving Line of Credit Fee: 0.20% per annum of daily average of unadvanced amounts under Revolving Line of Credit Loan (based upon full availability of $15,000,000.00), determined and payable quarterly in arrears. Cash Management Fees: BANK's standard monthly fees as the same may be adjusted from time to time for target balance management and additional fees to be determined upon basis of scope of monthly services (e.g. lockboxes, zero balance account, etc.). G. AMENDMENT OF FINANCIAL COVENANTS. Effective as of the end of the Borrower's first fiscal quarter of its 2000 fiscal year, the Financial Covenants set forth in Section IV of Schedule B of the Loan Agreement shall be and hereby are deleted in their entirety and replaced with the following: IV. DESCRIPTION OF ADDITIONAL FINANCIAL AND OTHER COVENANTS: A. BORROWER and the Subsidiary on a consolidated basis shall have a ratio of Funded Debt (as hereinafter defined) to Cash Flow (as hereinafter defined) as of the end of each fiscal quarter which does not exceed 2.25:1. "Funded Debt" means all indebtedness of the BORROWER and the Subsidiary other than ordinary trade accounts payable and accrued liabilities, all as determined in accordance with generally accepted accounting principles consistently applied ("GAAP") at the end of each fiscal quarter from BORROWER's and the Subsidiary's consolidated financial statements delivered to the BANK in accordance with the covenants of the BORROWER herein above (the "Financial Statements"). "Cash Flow" means the BORROWER's and Subsidiary's consolidated earnings for the twelve (12) month period ending as of the end of the reported fiscal quarter, before reduction for interest, depreciation, and amortization expense, and after reduction or increase for non-cash items, all as determined in accordance with GAAP from the Financial Statements. B. The BORROWER and the Subsidiary on a consolidated basis shall have a minimum "Debt Service Coverage" (as hereinafter defined) of 2.5:1 as at the end of each fiscal quarter. For purposes hereof, "Debt Service Coverage" shall mean the ratio of Cash Flow for the twelve (12) month period ending as of the end of the reported fiscal quarter to the aggregate amount of interest and current maturities on Funded Debt payable by BORROWER and the Subsidiary for such period, all as determined in accordance with GAAP from the Financial Statements. C. BORROWER and the Subsidiary shall have on a consolidated basis Net Profits (as hereinafter defined) of at least One Million Dollars ($1,000,000.00) for the twelve (12) month period ending as of the end of each fiscal quarter beginning with the third quarter of their 2000 fiscal year. "Net Profits" means net profits as determined in accordance with GAAP from the Financial Statements. D. BORROWER shall not make expenditures for capital assets or capital improvements (as determined in accordance with GAAP) in any fiscal year in excess of the sum of Five Million Five Hundred Thousand Dollars ($5,500,000.00) plus the amount of cash received in such fiscal year by BORROWER from the sale of capital assets. E. BORROWER shall report and certify to BANK its compliance with the financial covenants hereinabove within forty-five (45) days after each fiscal quarter end on such form or forms as may from time to time be specified by the BANK. H. MISCELLANEOUS PROVISIONS. The Loan Agreement shall be and hereby is amended by deleting Article XIII in its entirety and inserting in place thereof the following new Article XIII: XIII. MISCELLANEOUS PROVISIONS. A. ENTIRE AGREEMENT; WAIVERS. This Agreement, the Schedules hereto, and the Loan Documents together constitute the entire agreement among the Borrower and the Bank with respect to the subject matter hereof. No covenant, term, condition or other provision of this Agreement or any of the Loan Documents, nor any default in connection therewith, may be waived except by an instrument in writing, signed by the Bank and delivered to the Borrower. The Bank's failure to exercise or enforce any of its rights, powers or privileges under this Agreement or the Loan Documents shall not operate as a waiver thereof. In the event of any conflict between the terms, covenants, conditions and restrictions contained in the Loan Documents, the term, covenant, condition or restriction which confers the greatest benefit upon the Bank shall control. The determination as to which term, covenant, condition or restriction is more beneficial shall be made by the Bank in its sole discretion. B. REMEDIES CUMULATIVE. All remedies provided under this Agreement and the Loan Documents or afforded by law shall be cumulative and available to the Bank until all of the Borrower's Obligations to the Bank have been paid in full. C. SURVIVAL OF COVENANTS. All covenants, agreements, representations and warranties made in this Agreement and in the Loan Documents shall be deemed to be material and to have been relied on by the Bank, notwithstanding any investigation made by the Bank or in its behalf, and shall survive the execution and delivery of this Agreement and the Loan Documents. All such covenants, agreements, representations and warranties shall bind and inure to the benefit of the Borrower's and the Bank's successors and assigns, whether so expressed or not. D. GOVERNING LAW; JURISDICTION. This Agreement and the Loan Documents shall be construed and their provisions interpreted under and in accordance with the laws of the State of New Hampshire. The Borrower, to the extent it may legally do so, hereby consents to the jurisdiction of the courts of the State of New Hampshire and the United States District Court for the State of New Hampshire for the purpose of any suit, action or other proceeding arising out of any of their obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections they may have to venue in any such courts. E. ASSURANCE OF EXECUTION AND DELIVERY OF ADDITIONAL INSTRUMENTS. The Borrower agrees to execute and deliver, or to cause to be executed and delivered, to the Bank all such further instruments, and to do or cause to be done all such further acts and things, as the Bank may reasonably request or as may be necessary or desirable to effect further the purposes of this Agreement and the Loan Documents. Upon receipt of an affidavit of an officer of Bank as to the loss, theft, destruction or mutilation of any Note or any other of the Loan Documents which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other of the Loan Documents, Borrower will issue, in lieu thereof, a replacement Note or other of the Loan Documents in the same principal amount thereof and otherwise of like tenor. F. WAIVERS AND ASSENTS. The Borrower and any guarantors or endorsers of the Borrower's Obligations to the Bank, hereby waive, to the fullest extent permitted by law, all rights to marshaling of assets and all rights to demand, notice, protest, notice of acceptance of this Agreement and the Loan Documents, notice of Loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description with respect both to the Loan Documents and the Collateral. G. NO DUTY OF THE BANK WITH RESPECT TO THE COLLATERAL. The Bank shall have no duty as to the collection or protection of Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto, beyond the safe custody thereof. H. ELECTION OF THE BANK. The Bank may exercise its rights with respect to Collateral without resorting or regard to other collateral or sources of reimbursement for the Obligations of Borrower to the Bank. I. ASSIGNMENT AND PLEDGE. Bank shall have the unrestricted right at any time or from time to time, and without Borrower's or any guarantor's consent, to assign all or any portion of its right and obligations under this Agreement and the Loan Documents to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and each guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any Loan Documents as Bank shall deem necessary to effect the foregoing (provided that the substantive terms of this Agreement and Loan Documents are not changed). In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released (provided that the Assignee has capital of not less than that of the Bank) from its obligations hereunder and thereunder to a corresponding extent. This Agreement and the Loan Documents shall be binding upon and inure to the benefit of the Bank and the Borrower, their successors, assigns, heirs and personal representatives; provided, however, the rights and obligations of the Borrower are not assignable, delegable or transferable without the consent of the Bank. Bank may at any time pledge all or any portion of its rights under this Agreement and the Loan Documents, including, but not limited to, any portion of any Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. J. PARTICIPATIONS. Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each, a "Participant") participating interests in Bank's obligations to lend under this Agreement, the Loan Documents, and/or any or all of the Loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to a Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Borrower shall continue to deal solely and directly with Bank in connection with Bank's rights and obligations hereunder. Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignees or participant to agree in writing to maintain the confidentiality of such information. K. EXPENSES: PROCEEDS OF COLLATERAL. The Borrower covenants and agrees that they shall pay to the Bank, on demand, any and all reasonable out-of-pocket expenses, including reasonable attorneys' fees, court costs, sheriffs' fees, and other expenses incurred or paid by the Bank in protecting and enforcing its rights under this Agreement, the Loan Documents, and the other Obligations, including the costs of preparation of this Agreement and the Loan Documents, and any amendments, modifications, consents, or waivers in respect thereof, and all filing, auditing, accounting, and appraisal fees. After deducting all of said expenses and the reasonable expenses of retaking, holding, preparing for sale, selling and the like, the residue of any proceeds of collections or sale of Collateral shall be applied to the payment of principal of or interest on Obligations of the Borrower to the Bank in such order or preference as the Bank may determine, and any excess shall be returned to the Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower shall remain liable for any deficiency. L. THE BANK'S RIGHT OF OFFSET. Borrower hereby grants to Bank, a lien, security interest and right of setoff as security for all Obligations to Bank, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Fleet Boston Corporation and its successors and assigns, or in transit to any of them. At any time, without demand or notice, Bank may set off the same or any part thereof and apply to same to any liability or obligation of Borrower and even though unmatured and regardless of the adequacy of any other Collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. M. NOTICES. All notices, requests, demands and other communications provided for hereunder shall be in writing and shall be either mailed by certified mail, return receipt requested, or delivered by overnight courier service, to the applicable party at the addresses set forth in this Agreement. N. SAVINGS CLAUSE. Any provision of this Agreement or any of the Loan Documents which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction. O. TERM OF THIS AGREEMENT. This Agreement shall remain in full force and effect until all of the Obligations have been paid in full, all of the terms, conditions and covenants under the Loan Documents have been performed, and all commitments of the Bank to advance funds under any of the Loans have terminated. P. INTEREST RATE PROVISIONS. All agreements between Borrower, any guarantor, and Bank are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be paid to Bank for the use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof provided, however that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement and each of the Loan Documents shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of Borrower and Bank in the execution, delivery and acceptance of each Note to contract in strict compliance with the laws of the State of New Hampshire from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision of this Agreement or of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limits of such validity, and if under or from circumstances whatsoever Bank should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance of the Obligations and not to the payment of interest. This provision shall control every other provision of all agreements between Borrower and Bank. Q. WAIVER OF JURY TRIAL. BORROWER AND BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OF ANY OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR BANK TO MAKE THE LOAN. I. COMMITMENT FEE. For and in consideration of the Bank entering into this Amendment, the Borrower shall pay the Bank a commitment fee in the amount of $7,500.00 on the date of execution hereof, which fee is shown on Schedule B to the Loan Agreement (as amended hereby) as the Revolving Line of Credit Commitment Fee. II. REPLACEMENT REVOLVING LINE OF CREDIT PROMISSORY NOTE. The Borrower shall execute and deliver to Bank a replacement Revolving Line of Credit Loan promissory note in form and substance satisfactory to the Bank to reflect the increase of the maximum principal amount under the Revolving Line of Credit Loan. III. AMENDMENT OF SECURITY AGREEMENTS. The Revolving Line of Credit Loan, as increased hereby, shall be secured in accordance with the terms, conditions, and priorities under the Loan Agreement and Loan Documents for the Revolving Line of Credit Loan prior to increase hereunder. The Security Agreements of each of the Borrower and the Subsidiary included among the Loan Documents shall be and hereby are amended by including the Revolving Line of Credit Loan, as increased hereby, as Secured Obligations under each of the Security Agreements secured by the security interests in the Collateral granted to the Bank by the Borrower and the Subsidiary thereunder in replacement of the prior Revolving Line of Credit Loan and the Revolving Line of Credit/Term Loan. IV. AMENDMENT OF SUBSIDIARY'S GUARANTY AGREEMENT. The Guaranty shall be and hereby is amended such that the Revolving Line of Credit Loan, as increased hereby, shall be included as a Guaranteed Obligations thereunder. V. REPRESENTATIONS AND WARRANTIES. Except as set forth in Schedule I hereto, and except to the extent affected by the amendments hereunder or by previous amendments, or otherwise consented to or acknowledged by the Bank in writing, each of the Borrower and the Subsidiary, jointly and severally, confirm, reassert, and restate all of the representations and warranties under the Loan Agreement and the Loan Documents as of the date hereof. VI. AFFIRMATIVE COVENANTS. Except as set forth in Schedule II hereto and except to the extent affected by the amendments hereunder or by previous amendments, or otherwise consented to or acknowledged by the Bank in writing, each of the Borrower and the Subsidiary, jointly and severally, hereby confirm, reassert, and restate their respective affirmative covenants as set forth in the Loan Agreement and Loan Documents as of the date hereof. VII. AFFIRMATION OF NEGATIVE COVENANTS. Except as set forth on Schedule III hereto and except to the extent affected by the amendments hereunder or by previous amendments, or otherwise consented to or acknowledged by the Bank in writing, each of the Borrower and the Subsidiary, jointly and severally, hereby confirm, reassert, and restate their respective negative covenants as set forth in the Loan Agreement and the Loan Documents as of the date hereof. VIII. FURTHER REPRESENTATION AND WARRANTY. Each of the Borrower and the Subsidiary represent and warrant to the Bank that no consent, authorization or approval is required of any third party, including, but not limited to, the Vermont Economic Development Authority and the United States Small Business Administration, for any of the Borrower or the Subsidiary to enter into this Agreement and to consummate the transactions contemplated hereunder. IX. NO FURTHER EFFECT. Except as specifically amended hereby, the terms and conditions of the Loan Agreement and the Loan Documents as set forth therein and as amended through the date hereof shall remain in full force and effect. IN WITNESS WHEREOF, the Bank, the Borrower and the Subsidiary have executed this agreement effective as of the date and year first above written. FLEET BANK-NH _______________________ By:__________________________________ Witness Kenneth R. Sheldon, Vice President GREEN MOUNTAIN COFFEE ROASTERS, INC. _______________________ By:________________________________________ Witness Robert D. Britt, Chief Financial Officer GREEN MOUNTAIN COFFEE ROASTERS FRANCHISING CORPORATION _______________________ By:________________________________________ Witness Robert D. Britt, Chief Financial Officer STATE OF _____________________ COUNTY OF ____________________ On this, the __ day of April, 2000, before me, the undersigned officer, personally appeared Kenneth R. Sheldon, who acknowledged himself to be a Vice President of Fleet Bank - NH, a bank and that he, as such Vice President, being authorized so to do, executed the foregoing instrument for the purposes therein contained on behalf of said bank. Before me, __________________________________ Justice of the Peace/Notary Public STATE OF ____________________ COUNTY OF ___________________ On this, the __ day of April, 2000, before me, the undersigned officer, personally appeared Robert D. Britt, who acknowledged himself to be the Chief Financial Officer of Green Mountain Coffee Roasters, Inc., a corporation and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained on behalf of said corporation. Before me, __________________________________ Justice of the Peace/Notary Public STATE OF ____________________ COUNTY OF ___________________ On this, the __ day of April, 2000, before me, the undersigned officer, personally appeared Robert D. Britt, who acknowledged himself to be the Chief Financial Officer of Green Mountain Coffee Roasters Franchising Corporation, a corporation and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained on behalf of said corporation. Before me, __________________________________ Justice of the Peace/Notary Public TWELFTH AMENDMENT TO FLEET BANK - NH COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS Schedule I None TWELFTH AMENDMENT TO FLEET BANK - NH COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS Schedule II None TWELFTH AMENDMENT TO FLEET BANK - NH COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS Schedule III Notwithstanding Section X. D. of the Loan Agreement, Borrower may redeem certain of its outstanding capital stock for an aggregate amount up to $6,250,000.00 with those amounts advanced under the Revolving Line of Credit Loan. FLEET BANK - NH COMMERCIAL LOAN AGREEMENT SCHEDULE A CASH MANAGEMENT PROVISIONS ADDITIONAL TERMS AND CONDITIONS FOR MANAGEMENT OF REVOLVING LINE OF CREDIT LOANS. BORROWER shall from time to time inform the BANK of the target balance which BORROWER desires to maintain in its Demand Deposit Account, which shall in no event be less than any minimum balance (if any) required under this Agreement. To maintain the desired target balance in BORROWER's Demand Deposit Account, BORROWER hereby instructs, authorizes, and directs BANK to charge BORROWER's Demand Deposit Account to make payments to reduce the debit balance of BORROWER's Loan Account and to make payment of BORROWER's other obligations to the BANK, and to make advances under the Revolving Line of Credit Loan increasing the debit balance in BORROWER's Loan Account and credit the same to BORROWER's Demand Deposit Account. Notwithstanding the foregoing, BORROWER's obligations to pay each Loan are the general obligations of the BORROWER and shall not be deemed to be obligations to be satisfied solely from funds in the Demand Deposit Account or by advances under the Revolving Line of Credit Loan. BORROWER acknowledges and agrees that the target balance is only a desired goal based upon estimates and that the BANK shall have no responsibility for variances from the target balance as long as all charges, advances and credits are made in good faith. All credits against BORROWER's indebtedness indicated in the Loan Account shall be conditional upon final payment to the BANK of the items giving rise to such credits. The amount of any item credited against BORROWER's Loan Account which is not paid or which is charged back against the BANK for any reason may be charged as a debit to the Loan Account or may be charged back against the Demand Deposit Account of BORROWER, and shall be an obligation of the BORROWER to the BANK in each instance whether or not the item so charged back or not paid is returned. Any item received in payment towards BORROWER's outstanding indebtedness reflected in the Loan Account which requires clearance or payment shall be considered to be applied immediately for purposes of determining the maximum available amount under BORROWER's Revolving Line of Credit under Section I. A. of this Agreement, but shall not be considered to have been credited to the Loan Account until two (2) business days after receipt by the BANK of such item for purposes of interest accruing on the outstanding indebtedness indicated by the Loan Account. Notwithstanding any other provision hereof, no advances shall be made by BANK to BORROWER's Demand Deposit Account at any time an Event of Default exists under this Agreement or the Loan Documents, or any condition exists which, if not cured, would with the passage of time or the giving of notice, or both, constitute such an Event of Default. Except in the case of BANK's gross negligence, willful misconduct, or failure to act in good faith, BANK shall not be liable for any act done or omitted by it in good faith, or for any mistake in fact or law, or for anything it may do or refrain from doing in connection with or as required by this Section of Schedule A. In addition, BORROWER will reimburse and indemnify BANK for any damages, losses, liabilities, claims, costs, or expenses, of any kind whatsoever and however caused, including, but not limited to, reasonable attorneys' fees, paid, suffered or incurred by BANK as a result of any third party claim against BANK arising out of or in connection with BANK's performance of the services contemplated by this Section of Schedule A to be provided by BANK, except to the extent the same results from the gross negligence, willful misconduct, or failure to act in good faith by BANK. -----END PRIVACY-ENHANCED MESSAGE-----