SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

DIEDRICH COFFEE, INC.

(Name of Subject Company (Issuer))

PEBBLES ACQUISITION SUB, INC.

GREEN MOUNTAIN COFFEE ROASTERS, INC.

(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

253675201

(CUSIP Number of Class of Securities)

Lawrence J. Blanford

Green Mountain Coffee Roasters, Inc.

33 Coffee Lane

Waterbury, Vermont 05676

(802) 244-5621

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

Jane D. Goldstein, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

(617) 951-7000

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount Of Filing Fee (2)
$212,469,740	$11,855.81

(1) Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by multiplying (a) 6,070,564 shares of common stock, par value $0.01 per share, of Diedrich Coffee, Inc., consisting of (i) 5,726,813 shares issued and outstanding as of December 7, 2009 and (ii) 343,751 shares expected to be issuable, or otherwise deliverable, prior to the expiration of this tender offer in connection with vested options, warrants and other rights to acquire Diedrich Coffee, Inc. common stock, by (b) the tender offer price of $35.00 per share.

(2) The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for Fiscal Year 2010, issued by the Securities and Exchange Commission, equals $55.80 per million of the transaction valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $11,855.81

Form or Registration No.: Schedule TO-T

Filing Party: Pebbles Acquisition Sub, Inc. and Green Mountain Coffee Roasters, Inc.

Date Filed: December 11, 2009

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on December 11, 2009 (the “Schedule TO”), by Green Mountain Coffee Roasters, Inc., a Delaware corporation (“Parent”), and Pebbles Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). The Schedule TO relates to the offer (the “Offer”) by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Diedrich Coffee, Inc., a Delaware corporation (the “Company”), at a purchase price of $35.00 per Share, net to the seller in cash, without interest thereon, upon the terms, and subject to the conditions, of the Offer to Purchase, dated December 11, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized terms used and not otherwise defined in this Amendment have the respective meanings assigned to such terms in the Schedule TO or the Offer to Purchase, as applicable.

Item 12. Exhibits.

Item 12 of the Schedule TO is amended and supplemented to include the following:

“(a)(5)(iii)	Press Release issued December 11, 2009*
(a)(5)(iv)	Letter to Stockholders of Diedrich Coffee, Inc. dated December 18, 2009”

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	GREEN MOUNTAIN COFFEE ROASTERS, INC.
Date: December 18, 2009	By:	/s/ Frances G. Rathke
		Name: Frances G. Rathke
		Title: Chief Financial Officer
	PEBBLES ACQUISITION SUB, INC.
Date: December 18, 2009	By:	/s/ Howard Malovany
		Name: Howard Malovany
		Title: Vice President, Corporate,
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit	Exhibit Name
(a)(1)(i)	Offer to Purchase dated December 11, 2009*+
(a)(1)(ii)	Form of Letter of Transmittal*+
(a)(1)(iii)	Form of Notice of Guaranteed Delivery*+
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*+
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*+
(a)(5)(i)	Press release dated December 8, 2009 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed on December 8, 2009)
(a)(5)(ii)	Summary Advertisement published on December 11, 2009*
(a)(5)(iii)	Press Release issued December 11, 2009*
(a)(5)(iv)	Letter to Stockholders of Diedrich Coffee, Inc. dated December 18, 2009
(b)(1)	Amended and Restated Revolving Credit Agreement, dated as of December 3, 2007, among Green Mountain Coffee Roasters, Inc., its guarantor subsidiaries, Bank of America, N.A., Banc of America Securities LLC and the other lender parties thereto (incorporated by reference to Exhibit 4.1 of the Annual Report on Form 10-K filed for the fiscal year ended September 29, 2007)
(b)(2)	Amendment No. 1 dated July 18, 2008 to Amended and Restated Revolving Credit Agreement, dated as of December 3, 2007, among Green Mountain Coffee Roasters, Inc., its guarantor subsidiaries, Bank of America, N.A., Banc of America Securities LLC and the other lender parties thereto (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K for the fiscal year ended September 27, 2008)
(d)(1)	Agreement and Plan of Merger, dated as of December 7, 2009, by and among Green Mountain Coffee Roasters, Inc., Pebbles Acquisition Sub, Inc. and Diedrich Coffee, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on December 8, 2009)
(d)(2)	Stockholder Agreement, dated as of December 7, 2009, by and between Green Mountain Coffee Roasters, Inc. and Paul C. Heeschen (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed on December 8, 2009)
(d)(3)	Form of Stockholder Agreement, dated as of December 7, 2009, by and between Green Mountain Coffee Roasters, Inc. and those certain directors and executive officers of Diedrich Coffee, Inc. party thereto (incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed on December 8, 2009)
(d)(4)	Confidentiality Agreement, dated as of November 19, 2009, by and between Diedrich Coffee, Inc. and Green Mountain Coffee Roasters, Inc.*
(g)	Not applicable
(h)	Not applicable

* Previously filed

+ Previously mailed to holders and beneficial owners of the Shares

EX-99.(A)(5)(IV)

Exhibit (a)(5)(iv)

Supplemental Disclosure to Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

DIEDRICH COFFEE, INC.

at

$35.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 11, 2009

by

PEBBLES ACQUISITION SUB, INC.,

a wholly owned subsidiary of

GREEN MOUNTAIN COFFEE ROASTERS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT (ONE MINUTE AFTER 11:59 P.M.), NEW

YORK CITY, NEW YORK TIME, ON JANUARY 11, 2010, UNLESS THE OFFER IS EXTENDED

December 18, 2009

To Stockholders of Diedrich Coffee, Inc.:

Pebbles Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Green Mountain Coffee Roasters, Inc., a Delaware corporation (“GMCR”), is circulating this letter as supplemental disclosure to Purchaser’s offer to purchase (the “GMCR Offer”) all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Diedrich Coffee, Inc., a Delaware corporation (“Diedrich”) at a purchase price of $35.00 per Share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 11, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”) enclosed therewith.

The purpose of this letter is to remind you of the following important information regarding the GMCR Offer:

o Diedrich’s Board of Directors has determined that GMCR’s $35.00 per Share, all-cash offer is superior to the terms of the now-terminated merger agreement with Peet’s Coffee & Tea, Inc. (“Peet’s”) and Peet’s exchange offer to pay Diedrich stockholders a combination of cash and Peet’s stock with a maximum value of $26.00 per Share (the actual value paid to Diedrich stockholders will be determined at the completion of the exchange offer and could be lower depending on the value of Peet’s stock).

o Diedrich’s Board of Directors has unanimously recommended that you accept the GMCR Offer and tender your Shares pursuant to the GMCR Offer.

o Diedrich’s Board of Directors has recommended that you do not tender your Shares in Peet’s exchange offer, and that you withdraw any Shares you may previously have tendered in Peet’s exchange offer. Please refer to the instructions contained in the exchange offer documents provided to you by Peet’s if you would like to withdraw the Shares you have tendered in Peet’s exchange offer.

o To tender your Shares in the $35.00 per share GMCR Offer, (i) if you are the record holder of such Shares, execute and return the Letter of Transmittal enclosed with the Offer to Purchase or (ii) if you hold your Shares through a broker, instruct your broker to tender your Shares in the GMCR Offer.

Any inquiries you may have with respect to the GMCR Offer should be addressed to Okapi Partners LLC, the Information Agent with respect to the GMCR Offer, at: 780 Third Avenue, 30th Floor, New York, New York 10017; (877) 274-8654.

Very truly yours,

Pebbles Acquisition Sub, Inc.

This letter is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. The tender offer to purchase shares of Diedrich common stock referenced in this letter has been made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer (the “Tender Offer Statement”), which GMCR and Purchaser filed with the U.S. Securities and Exchange Commission (the “SEC”) and first mailed to Diedrich stockholders on December 11, 2009. Security holders of Diedrich are advised to read the Tender Offer Statement, because it contains important information about the tender offer. Investors and security holders of Diedrich also are advised that they may obtain free copies of the Tender Offer Statement and other documents filed by GMCR with the SEC on the SEC’s website at http://www.sec.gov. In addition, free copies of the Tender Offer Statement and related materials may be obtained from GMCR by written request to: Green Mountain Coffee Roasters, Inc., Attention: General Counsel, 33 Coffee Lane, Waterbury, Vermont 05676.