SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
1
(Name
of Issuer)
Common
Stock, $0.01 Par Value
(Title
of Class of Securities)
|
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
|
(510)
594-2100
|
(415)
693-2000
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notice and
Commissions)
December
7, 2009
(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)
1
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provide in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however,
see
the
Notes
).
CUSIP
No. 253675201
|
13D
|
Page 2 of
5 Pages
|
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
|
8
|
shared voting
power
0
|
9
|
sole dispositive
power
221,559
|
10
|
shared dispositive
power
0
|
11
|
aggregate amount beneficially
owned by each reporting person
221,559
|
12
|
check box if the aggregate amount
in row (11) excludes certain shares
¨
|
13
|
percent of class represented by
amount in row (11)
3.87%(1)
|
14
|
type of reporting
person
CO
|
(1) 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.
This
Amendment No. 1 to that certain statement of Peet’s Coffee & Tea, Inc.
(“Peet’s”) on Schedule 13D, filed on November 12, 2009 (the “Original
Statement”) hereby amends the Original Statement as provided
herein. Capitalized terms used but not defined herein shall have the
meanings set forth in the Original Statement.
Item
3. Source
and Amount of Funds or Other Consideration
Item 3 of
the Original Statement is hereby amended and supplemented as
follows:
The
Merger Agreement was terminated by Diedrich at approximately 5:00 p.m. Pacific
Time on December 7, 2009. Immediately upon the termination of the
Merger Agreement, the Stockholder Agreements automatically terminated in
accordance with their terms. As a result of the termination of the
Stockholder Agreements, Peet’s no longer has voting or dispositive power with
respect to (or any beneficial ownership of) any of the shares of Diedrich Common
Stock or other securities covered by the Stockholder Agreements.
Item
4. Purpose
of Transaction
Item 4 of
the Original Statement is hereby amended and supplemented as
follows:
Items
4(a) and (b) are hereby supplemented as follows:
(a),
(b) The information contained in Item 3 of this
Schedule 13D is incorporated herein by reference.
Notwithstanding
the termination of the Merger Agreement, Peet’s and Marty Acquisition Sub, Inc.,
a Delaware corporation (“Acquisition Sub”) and a wholly-owned subsidiary of
Peet’s, have not terminated the Offer.
Item 4(d)
is amended and restated to read as follows:
(d) 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 Diedrich, 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 officers of Diedrich, 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.
Item
5. Interest
in Securities of the Issuer
Item 5 of
the Original Statement is hereby amended and supplemented as
follows:
(a),
(b) As
a result of its direct holdings, Peet’s is the beneficial owner of and exercises
sole voting and dispositive power over 221,559 shares of Diedrich Common Stock
as of December 7, 2009, immediately following the termination of the Merger
Agreement and the Stockholder Agreements. Such shares constitute approximately
3.87% of the number of issued and outstanding shares of Diedrich Common Stock as
most recently reported by Diedrich.
(c) Neither
Peet’s nor, to the knowledge of Peet’s, any director or executive officer of
Peet’s named in Schedule I to the Original Statement, has effected any
transaction in shares of Diedrich Common Stock during the past 60 days, except
as disclosed in the Original Statement as amended by this Amendment No.
1.
(d) Not
applicable.
(e) As
a result of the termination of the Stockholder Agreements on December 7, 2009,
Peet’s is no longer the beneficial owner of 5% or more of the outstanding shares
of Diedrich’s Common Stock.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is
amended and restated to read as follows:
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.
[
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:
December 8, 2009
|
PEET’S
COFFEE & TEA, INC.
|
|
|
|
|
|
|
|
/s/
Thomas P. Cawley
|
|
|
Name:
|
Thomas
P. Cawley
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
|
|
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