- Amended Statement of Ownership: Solicitation (SC 14D9/A)
January 11 2010 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)
DIEDRICH COFFEE, INC.
(Name of Subject Company)
DIEDRICH COFFEE, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
253675201
(CUSIP Number of Class of Securities)
Sean M. McCarthy
Chief Financial Officer
Diedrich Coffee, Inc.
28 Executive Park, Suite 200
Irvine, California 92614
(949) 260-1600
(Name, address and telephone number of person
authorized to receive notices
and communications on behalf of the person filing statement)
Copies to:
John M. Williams
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive, Suite 1200
Irvine, California 92612
(949) 451-3800
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by Diedrich Coffee, Inc., a Delaware corporation (Diedrich), with the Securities and Exchange Commission (the
SEC) on December 11, 2009, as amended by Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Diedrich with the SEC on December 31, 2009 (as amended or supplemented from time to
time, the Schedule 14D-9). The Schedule 14D-9 relates to the offer by Green Mountain Coffee Roasters, Inc., a Delaware corporation (GMCR), through its wholly owned subsidiary, Pebbles Acquisition Sub, Inc., a
Delaware corporation (Purchaser), to acquire all issued and outstanding shares of Diedrichs common stock, par value $0.01 per share (Common Stock), in exchange for, with respect to each share, the right to
receive $35.00 in cash, without interest, upon the terms and subject to the conditions set forth in GMCRs offer to purchase, dated December 11, 2009 (the Offer to Purchase). The Offer to Purchase is contained in the
Schedule TO filed by GMCR with the SEC on December 11, 2009 (as amended or supplemented from time to time, the Schedule TO), and in the related Letter of Transmittal (the Letter of Transmittal, together with
the Offer to Purchase and any amendments or supplements thereto, collectively constituting the Offer). Any capitalized term used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the
Schedule 14D-9.
Item 4.
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The Solicitation or Recommendation.
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Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraph after the last paragraph in the subheading entitled Background of the Offer:
On January 8, 2010, GMCR issued a press release announcing that in accordance with the terms of the Merger Agreement, Purchaser has
extended the Offer until 12:00 midnight Eastern Time on Friday, February 5, 2010 (one minute after 11:59 p.m., Eastern Time, on February 5, 2010), unless further extended. The Offer was previously scheduled to expire at 12:00 p.m. Eastern
Time on January 11, 2010 (one minute after 11:59 p.m., Eastern Time, on January 11, 2010).
Item 8.
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Additional Information.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following immediately before the subheading entitled Forward-Looking Statements:
Extension of Offer Period
On January 8, 2010, GMCR issued a press release announcing that in accordance with the terms of the Merger Agreement, Purchaser has extended the Offer until 12:00 midnight Eastern Time on Friday,
February 5, 2010 (one minute after 11:59 p.m., Eastern Time, on February 5, 2010), unless further extended. The Offer was previously scheduled to expire at 12:00 p.m. Eastern Time on January 11, 2010 (one minute after 11:59 p.m.,
Eastern Time, on January 11, 2010). In order to reflect the extension of the Offer, all references to January 11, 2010 as the date the Offer expires in the Schedule 14D-9 are hereby replaced, as appropriate, with February 5,
2010.
The full text of the press release issued by GMCR on January 8, 2010 announcing the extension of the Offer
is filed as Exhibit (a)(8) hereto and is incorporated herein by reference.
Item 9 is
supplemented by adding the following exhibit:
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Exhibit
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Description
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(a)(8)
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Press Release issued by GMCR on January 8, 2010.
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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.
Dated: January 8, 2010
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DIEDRICH COFFEE, INC.
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By:
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/s/ SEAN M. MCCARTHY
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Name:
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Sean M. McCarthy
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Title:
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Chief Financial Officer
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