SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)
(Name
of Issuer)
Common
Stock, $0.01 Par Value
(Title
of Class of Securities)
(CUSIP
Number)
|
copies
to:
|
Thomas
P. Cawley
|
Kenneth
L. Guernsey
|
Peet’s
Coffee & Tea, Inc.
|
Cooley
Godward Kronish LLP
|
1400
Park Avenue
|
101
California Street, 5th Floor
|
Emeryville,
CA 94608
|
San
Francisco, CA 94111
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(510)
594-2100
|
(415)
693-2000
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notice and
Commissions)
(Date
of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box
¨
.
Note
. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
(Continued
on following pages)
CUSIP
No. 253675201
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13D
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Page 2 of 11
Pages
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1
|
names
of reporting persons
i.r.s.
identification nos. of above persons (entities only)
Peet’s Coffee & Tea,
Inc.
|
2
|
check
the appropriate box if a member of a group
(
a
)
¨
(
b
)
¨
|
3
|
sec
use only
|
4
|
source
of funds
OO
|
5
|
check
box if disclosure of legal proceedings is required pursuant
to item
2(
d
) or
2(
e
)
¨
|
6
|
citizenship or place of
organization
Washington
|
number
of shares beneficially owned by each reporting person with
|
7
|
sole voting
power
221,559
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8
|
shared voting
power
1,843,000
(1)
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9
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sole dispositive
power
221,559
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10
|
shared dispositive
power
1,843,000
(1)
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11
|
aggregate amount beneficially
owned by each reporting person
2,064,559
(1)
|
12
|
check box if the aggregate amount
in row (11) excludes certain shares
¨
|
13
|
percent of class represented by
amount in row (11)
36.1%(1)(2)
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14
|
type of reporting
person
CO
|
(1) As
described herein, the reporting person has shared voting and dispositive power
over: (i) 1,832,580 shares beneficially owned by Paul C. Heeschen, with respect
to the specific matters identified in the Stockholder Agreement dated as of
November 2, 2009 between Mr. Heeschen and the reporting person (the “Heeschen
Stockholder Agreement”); and (ii) an additional 10,420 shares beneficially owned
by the issuer’s other directors and officers with respect to the specific
matters identified in the separate Stockholder Agreements between each of such
directors and officers and the reporting person (the “Director and Officer
Stockholder Agreements” and, together with the Heeschen Stockholder Agreement,
the “Stockholder Agreements”). This amount does not include options
or warrants beneficially owned by the parties to the Stockholder Agreements, of
which options and warrants to purchase an aggregate of 2,329,914 shares are
believed to be exercisable within 60 days of November 2, 2009. Neither the
filing of this statement on Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Peet’s Coffee & Tea, Inc. that it is the
beneficial owner of any of the shares beneficially owned by Mr. Heeschen or the
other directors and officers of the issuer for purposes of Section 13(d) of the
Exchange Act, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
(2) Based on 5,726,813 shares of the
issuer’s common stock outstanding as of October 23, 2009, as reported by the
issuer in its most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 2, 2009.
Item
1.
Security and
Issuer
The
statement contained in this Schedule 13D (this “Schedule 13D”) relates to the
Common Stock, par value $0.01 per share (the “Diedrich Common Stock”), of
Diedrich Coffee, Inc. (“Diedrich”). The principal executive offices
of Diedrich are located at 28 Executive Park, Suite 200, Irvine, California
92614.
Item
2. Identity
and Background
(a)–(f)
The name of the person filing this statement is Peet’s Coffee & Tea,
Inc., a Washington corporation (“Peet’s”). Peet’s is a specialty coffee
roaster and marketer of fresh roasted whole bean coffee and tea, selling its
coffee under strict freshness standards through multiple channels of
distribution including grocery stores, home delivery, office, restaurant and
foodservice accounts and Peet’s-owned and operated stores in six
states. The address of the principal office and principal business of
Peet’s is 1400 Park Avenue, Emeryville, CA 94608.
Set forth
in Schedule I to this Schedule 13D is the name, and present principal occupation
or employment of each of Peet’s executive officers and directors and the name,
principal business and address of any corporation or other organization in which
such employment is conducted. During the past five years, neither Peet’s
nor, to Peet’s knowledge, any person named in Schedule I to this Schedule 13D
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the past five years, neither Peet’s nor, to
Peet’s knowledge, any person named in Schedule I to this Schedule 13D has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of or prohibiting or mandating
activity subject to federal or state securities laws or finding any violation
with respect to such laws. All of the directors and executive
officers of Peet’s named in Schedule I to this Schedule 13D are
citizens of the United States.
Item
3. Source
and Amount of Funds or Other Consideration
On
November 2, 2009, Peet’s, Marty Acquisition Sub, Inc., a Delaware corporation
and a wholly-owned subsidiary of Peet’s (“Acquisition Sub”), and Diedrich
entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”)
which contemplates the acquisition by Peet’s, through Acquisition Sub, of all of
the outstanding Diedrich Common Stock in a two-step transaction comprised of a
combination cash and stock exchange offer for all of the issued and outstanding
shares of Diedrich Common Stock (the “Offer”), followed by a merger of
Acquisition Sub with and into Diedrich (the “Merger”) with Diedrich surviving
the Merger as a wholly-owned subsidiary of Peet’s. In the Offer, Peet’s will
deliver a combination of $17.33 in cash (the “Cash Component”) and a fraction of
a share of Peet’s common stock having a numerator equal to $8.67 and a
denominator equal to the Parent Average Stock Price (as defined in the Merger
Agreement), provided that in no event will such fraction of a share exceed 0.315
of a share of Peet’s common stock, in exchange for each share of Diedrich Common
Stock validly tendered in the Offer (and not withdrawn), subject to adjustment
for stock splits, stock dividends and similar events. In addition, upon the
acquisition by Acquisition Sub of shares of Diedrich Common Stock tendered in
the Offer, all outstanding options and warrants to acquire Diedrich Common Stock
will be converted into the right to receive a combination of cash and shares of
Peet’s common stock based on formulas set forth in the Merger Agreement, and
certain of these options will vest in full as a result of the transactions
contemplated by the Merger Agreement. See Peet’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on November 4, 2009
for a description of the Merger Agreement and the financing commitment letter
entered into by Peet’s in connection with the Merger Agreement.
As an
inducement to Peet’s and Acquisition Sub’s entering into the Merger Agreement,
all of Diedrich’s officers and directors, including Paul C. Heeschen, chairman
of Diedrich’s board of directors, have entered into the Stockholder Agreements,
pursuant to which they have agreed, among other things, in their respective
capacities as stockholders of Diedrich, to tender all of their shares of
Diedrich Common Stock to Acquisition Sub in the Offer (except that the
obligation of Mr. Heeschen to tender shares pursuant to his stockholder
agreement is limited to 1,832,580 of the shares beneficially owned by him,
representing approximately 32.0% of the outstanding shares of Diedrich Common
Stock as of November 2, 2009). The parties to the Stockholder Agreements have
also agreed to vote all of their shares of Diedrich Common Stock (to the extent
necessary) in favor of adoption of the Merger Agreement and otherwise in favor
of the Merger (except that the obligation of Mr. Heeschen to vote shares
pursuant to his stockholder agreement is limited to 1,832,580 of the shares
beneficially owned by him, to the extent not acquired in the Offer). As of
November 2, 2009, the stockholders who executed the Stockholder Agreements
beneficially owned in the aggregate 1,843,000 shares of Diedrich Common Stock
(excluding shares issuable upon the exercise of options and warrants
beneficially owned by such stockholders), which represented in the aggregate
approximately 32.2% of the outstanding shares of Diedrich Common Stock as of
that date. No consideration was paid in exchange for Mr. Heeschen’s
and the directors’ and officers’ entering into the Stockholder
Agreements.
The
foregoing discussion does not purport to be complete, and is qualified in its
entirety by the terms and conditions of the Merger Agreement, and the
Stockholder Agreements, copies of which are filed as Exhibits 2.1, and 2.2 and
2.3, respectively, to this Schedule 13D and are incorporated herein by
reference.
Item
4. Purpose
of Transaction
(a),
(b) The Merger Agreement provides that Acquisition Sub will use
commercially reasonable efforts to commence the Offer as promptly as practicable
after the date of the Merger Agreement. The obligation of Acquisition
Sub to accept for exchange and deliver consideration for shares of Diedrich
Common Stock validly tendered in the Offer (and not withdrawn) is subject to a
number of conditions set forth in the Merger Agreement, including (i) that more
than 50% of the outstanding shares of Diedrich Common Stock (determined on a
fully-diluted basis based on a formula set forth in the Merger Agreement) have
been validly tendered (and not withdrawn) in the Offer and (ii) other conditions
set forth in Exhibit B to the Merger Agreement. The obligation under the Merger
Agreement of Acquisition Sub to accept for exchange and deliver consideration
for shares of Diedrich Common Stock validly tendered in the Offer (and not
withdrawn) is not subject to a financing condition.
The
Merger Agreement further provides that, following the consummation of the Offer
(and if necessary, the adoption of the Merger Agreement by Diedrich’s
stockholders) and subject to the satisfaction or waiver of certain conditions
set forth in the Merger Agreement, Acquisition Sub will be merged with and into
Diedrich, and Diedrich will become a wholly-owned subsidiary of Peet’s, and that
upon consummation of the Merger, each then-outstanding share of Diedrich Common
Stock held by persons other than Peet’s and Acquisition Sub, and stockholders of
Diedrich who have properly preserved their appraisal rights under applicable
law, will be converted into the right to receive the same combination of cash
and fraction of a share of Peet’s common stock delivered in the
Offer.
In order
to induce Peet’s and Acquisition Sub to enter into the Merger Agreement, each of
Paul C. Heeschen, Timothy J. Ryan, James W. Stryker, Jeanne Ortiz, James L.
Harris, James R. Phillips, Gregory D. Palmer, Sean M. McCarthy, Jack Hosier and
Dana A. King has entered into a Stockholder Agreement with Peet’s. The following
is a summary of the Stockholder Agreements. The following summary does not
purport to be a complete description of the terms and conditions of the
Stockholder Agreements and is qualified in its entirety by reference to the
Stockholder Agreements, forms of which are attached as Exhibit 2.2 and Exhibit
2.3 hereto and are incorporated herein by reference.
Pursuant
to the terms of the Stockholder Agreements, each stockholder who entered into a
Stockholder Agreement has agreed to:
|
·
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tender
(and not withdraw) all of the shares of Diedrich common stock beneficially
owned by such stockholder in the offer, except that Mr. Heeschen’s
obligation to tender is limited to 1,832,580 of the shares beneficially
owned by him, representing approximately 32.0% of the outstanding shares
of Diedrich Common Stock as of November 2, 2009, to the extent not
acquired in the Offer;
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·
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vote
in favor of the Merger, the adoption of the Merger Agreement and the terms
thereof and the other actions contemplated therein, except that Mr.
Heeschen’s obligation to so vote is limited to 1,832,580 of the shares
beneficially owned by him, to the extent not acquired in the
Offer;
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·
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vote
against any action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of Diedrich in the Merger
Agreement, except that Mr. Heeschen’s obligation to so vote is limited to
1,832,580 of the shares beneficially owned by him, to the extent not
acquired in the Offer; and
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·
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vote
against any action that is intended, or that could reasonably be expected,
to impede, interfere with, delay, postpone, discourage or adversely affect
the offer or the Merger or any of the other transactions contemplated by
the Merger Agreement or the stockholder agreement, except that Mr.
Heeschen’s obligation to so vote is limited to 1,832,580 of the shares
beneficially owned by him, to the extent not acquired in the
Offer.
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Under the
terms of the Stockholder Agreements, each stockholder has also agreed to
restrictions on the transferability of its shares and the transferability of
certain voting rights. Each Stockholder Agreement automatically terminates upon
completion of the Merger, or upon termination of the Merger Agreement in
accordance with its terms. Each stockholder agreement also contains customary
representations and warranties. Under the terms of the Heeschen
Stockholder Agreement, Mr. Heeschen has agreed not to exercise or cause or
permit to be exercised any warrants owned of record or beneficially by Mr.
Heeschen unless consented to in advance by Peet’s.
As of
November 2, 2009, the stockholders who entered into the Stockholder Agreements
beneficially owned in aggregate 1,843,000 shares of Diedrich Common Stock
(excluding shares issuable upon the exercise of options and warrants
beneficially owned by such stockholders), which represented approximately 32.2%
of the outstanding shares of Diedrich Common Stock as most recently reported by
Diedrich.
(c) Not
applicable.
(d) The
Merger Agreement provides that, effective upon the acceptance for exchange of
shares of Diedrich Common Stock in the Offer and from time to time thereafter,
Peet’s will be entitled to designate the number of directors to serve on the
board of directors of Diedrich, rounded up to the next whole number, equal to
the product of (1) the total number of directors on Diedrich’s board of
directors (giving effect to the election of any additional directors pursuant to
these provisions) and (2) a fraction having a numerator equal to the aggregate
number of shares of Diedrich Common Stock then beneficially owned by Peet’s or
Acquisition Sub or any other subsidiaries of Peet’s (including all shares of
Diedrich Common Stock accepted for exchange pursuant to the offer), and having a
denominator equal to the total number of shares of Diedrich Common Stock then
outstanding.
Promptly
following a written request from Peet’s, Diedrich must take all actions
necessary and reasonably available to Diedrich to cause Peet’s designees to be
elected or appointed to Diedrich’s board of directors, including seeking and
accepting resignations of incumbent directors and, if such resignations are not
obtained, increasing the size of Diedrich’s board of directors. Furthermore,
after the acceptance time (as defined in the Merger Agreement), Diedrich must
(to the extent requested by Peet’s) cause individuals designated by Peet’s to
constitute the number of members, rounded up to the next whole number, on (1)
each committee of Diedrich’s board of directors and (2) the board of directors
of each subsidiary of Diedrich (and each committee thereof) that represents at
least the same percentage as individuals designated by Peet’s represent on
Diedrich’s board of directors.
The
Merger Agreement further requires that, at all times until the completion of the
Merger, at least two of the members of Diedrich’s board of directors are
“continuing directors” who were directors of Diedrich on November 2, 2009, the
date that the Merger Agreement was executed (the “continuing directors”).
However, if at any time prior to the completion of the Merger there is only one
continuing director serving as a director of Diedrich for any reason, then
Diedrich’s board of directors must cause an individual selected by the remaining
continuing director to be appointed to serve on Diedrich’s board of directors
(and such individual shall be deemed to be a continuing director for purposes of
the Merger Agreement). Diedrich must designate, prior to the
acceptance for exchange of Diedrich Common Stock pursuant to the Offer, two
alternate continuing directors that the board of directors of Diedrich must
appoint in the event of death, disability or resignation of the continuing
directors, each of whom shall, following such appointment to Diedrich’s board of
directors, be deemed to be a continuing director of Diedrich.
Upon
consummation of the Merger, the members of the board of directors of Acquisition
Sub immediately prior to the effective time of the Merger will become the
directors of the Surviving Corporation (as defined in the Merger Agreement),
until their respective successors are duly elected or appointed and qualified.
Upon consummation of the Merger, the officers of Acquisition Sub immediately
prior to the effective time of the Merger will become the initial officers of
the surviving corporation, until their respective successors are duly appointed.
After the effective time of the Merger, Peet’s will appoint each of the
directors and officers of Acquisition Sub.
(e) Other
than as a result of the Merger described in Item 3 and Item 4 above, not
applicable.
(f) Upon
consummation of the Merger, Diedrich will become a wholly-owned subsidiary of
Peet’s.
(g) Upon
consummation of the Merger, the certificate of incorporation of Diedrich will be
amended and restated in its entirety to be identical to the certificate of
incorporation of Acquisition Sub, as in effect immediately prior to the
effective time of the Merger (except that the name of Diedrich will remain
Diedrich Coffee, Inc.), and such certificate of incorporation of Diedrich, as so
amended and restated, will be the certificate of incorporation of the surviving
corporation until thereafter amended in accordance with the Delaware General
Corporation Law and such certificate of incorporation. Upon consummation of the
Merger, the bylaws of Acquisition Sub, as in effect immediately prior to the
Merger, will be, at the effective time of the Merger, the bylaws of the
surviving corporation until thereafter amended in accordance with the Delaware
General Corporation Law, the certificate of incorporation of Diedrich and such
bylaws.
(h) –
(i) In connection with the consummation of the Merger, the Diedrich
Common Stock will be deregistered under the Securities Exchange Act of 1934, as
amended, and delisted from the Nasdaq Capital Market.
(j) Other
than as described above, Peet’s currently has no plan or proposal which relates
to, or may result in, any of the matters listed in Items 4(a) – (i) of Schedule
13D.
Item
5. Interest
in Securities of the Issuer
(a) –
(b) As a result of its direct holdings and the Stockholder
Agreements, Peet’s is or may be deemed to be the beneficial owner of 2,064,559
shares of Diedrich Common Stock as of November 2, 2009. Such shares
constitute approximately 36.1% of the issued and outstanding shares of Diedrich
Common Stock as most recently reported by Diedrich. Of these shares,
Peet’s is entitled to rights as a stockholder of Diedrich only with respect to
the 221,559 shares that it holds directly and over which it exercises sole
voting and dispositive power. With respect to the 1,843,000 shares subject to
the Stockholder Agreements, Peet’s has shared voting and dispositive power with
respect to those matters described above, and Peet’s hereby expressly disclaims
beneficial ownership of these shares.
(c) Neither
Peet’s nor, to the knowledge of Peet’s, any director or executive officer of
Peet’s named in Schedule I to this Schedule 13D, has effected any transaction in
shares of Diedrich Common Stock during the past 60 days, except as disclosed
herein.
(d) Not
applicable.
(e) Not
applicable.
The
description contained in this Item 5 of the transactions contemplated by the
Merger Agreement and the Stockholder Agreements does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Merger
Agreement, the Heeschen Stockholder Agreement and the Director and Officer
Stockholder Agreements, which are filed as Exhibits 2.1, 2.2. and 2.3,
respectively, to this Schedule 13D and are incorporated herein by
reference.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
To the
knowledge of Peet’s, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 of this
Schedule 13D and between such persons and any person with respect to any
securities of Diedrich other than the following:
(a)
|
The
Merger Agreement, which contemplates the acquisition by Peet’s, through
Acquisition Sub, of all of the outstanding common stock of Diedrich in a
two-step transaction comprised of the Offer followed by the
Merger. The information contained in Items 3 and 4 of this
Schedule 13D is incorporated herein by
reference.
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(b)
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The
Stockholder Agreements. The information contained in Items 3, 4 and 5 of
this Schedule 13D is incorporated herein by
reference.
|
The
description contained in this Item 6 of the transactions contemplated by the
Merger Agreement and the Stockholder Agreements does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Merger
Agreement, the Heeschen Stockholder Agreement and the Director and Officer
Stockholder Agreements, which are filed as Exhibits 2.1, 2.2 and 2.3,
respectively, to this Schedule 13D and are incorporated herein by
reference.
Item
7. Material
To Be Filed as Exhibits
Exhibit
No.
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Description
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|
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2.1
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Agreement
and Plan of Merger dated as of November 2, 2009 among Diedrich Coffee,
Inc., Peet’s Coffee & Tea, Inc. and Marty Acquisition Sub, Inc.
(incorporated by reference to Exhibit 2.1 of the Current Report on Form
8-K filed by Peet’s Coffee & Tea, Inc. on November 4,
2009).
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2.2
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Stockholder
Agreement dated as of November 2, 2009 between Peet’s Coffee & Tea,
Inc. and Paul L. Heeschen (incorporated by reference to Exhibit 2.2 of the
Current Report on Form 8-K filed by Peet’s Coffee & Tea, Inc. on
November 4, 2009).
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|
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2.3
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Form
of Stockholder Agreement dated as of November 2, 2009 between Peet’s
Coffee & Tea, Inc. and certain of its directors and officers
(incorporated by reference to Exhibit 2.3 of the Current Report on Form
8-K filed by Peet’s Coffee & Tea, Inc. on November 4,
2009).
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[
signature page
follows
]
SIGNATURE
After
reasonable 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.
Date:
November 12, 2009
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PEET’S
COFFEE & TEA, INC.
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/s/
Thomas P. Cawley
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Name:
Thomas
P. Cawley
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Title:
Chief
Financial Officer
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Schedule
I
Executive
Officers and Directors of Peet’s
Executive
Officers of Peet’s
as
of November 12, 2009
Name,
Employer and Address
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Title,
Present Principal Occupation or Employment
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Patrick
J. O’Dea
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President,
Chief Executive Officer and Director
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Thomas
P. Cawley
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Vice
President, Chief Financial Officer and Secretary
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Kay
L. Bogeajis
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Vice
President, Retail Operations
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P.
Christine Lansing
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Vice
President, General Manager Consumer
Business
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All
individuals listed in the above table are employed by Peet’s. The
address of Peet’s is 1400 Park Avenue, Emeryville, CA 94608.
Directors
of Peet’s
as
of November 12, 2009
Name,
Employer and Address
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Title,
Present Principal Occupation or Employment
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Gerald
Baldwin
1400
Park Avenue
Emeryville,
CA 94608
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Director
of Peet’s
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Hilary
Billings
1400
Park Avenue
Emeryville,
CA 94608
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Independent
Brand Strategy Consultant
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David
Deno
1400
Park Avenue
Emeryville,
CA 94608
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Managing
Director, Obelysk Capital
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Ted
W. Hall
1400
Park Avenue
Emeryville,
CA 94608
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Managing
Director, Mayacamas Associates
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Michael
Linton
1400
Park Avenue
Emeryville,
CA 94608
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Consultant,
advisor and columnist for Forbes.com
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Patrick
J. O’Dea
1400
Park Avenue
Emeryville,
CA 94608
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President,
Chief Executive Officer and Director of Peet’s
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Name,
Employer and Address
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Title,
Present Principal Occupation or Employment
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Elizabeth
Sartain
1400
Park Avenue
Emeryville,
CA 94608
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Human
Resource Advisor and Consultant
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Jean-Michel
Valette
1400
Park Avenue
Emeryville,
CA 94608
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Chairman
of Peet’s Board of Directors
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Exhibit
Index
Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger dated as of November 2, 2009 among Diedrich Coffee,
Inc., Peet’s Coffee & Tea, Inc. and Marty Acquisition Sub, Inc.
(incorporated by reference to Exhibit 2.1 of the Current Report on Form
8-K filed by Peet’s Coffee & Tea, Inc. on November 4,
2009).
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2.2
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Stockholder
Agreement dated as of November 2, 2009 between Peet’s Coffee & Tea,
Inc. and Paul L. Heeschen (incorporated by reference to Exhibit 2.2 of the
Current Report on Form 8-K filed by Peet’s Coffee & Tea, Inc. on
November 4, 2009).
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2.3
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Form
of Stockholder Agreement dated as of November 2, 2009 between Peet’s
Coffee & Tea, Inc. and certain of its directors and officers
(incorporated by reference to Exhibit 2.3 of the Current Report on Form
8-K filed by Peet’s Coffee & Tea, Inc. on November 4,
2009).
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