| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Green Mountain Coffee Roasters, Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
393122106
(CUSIP Number)
Luigi Lavazza S.p.A.
Corso Novara, 59
10154 Torino, Italy
Fax: +39-011-239-8635
Attention: Simona Musso, General Counsel
With a copy to:
William A. Groll, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 18, 2014
(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 §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box.o
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.
* 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 provided 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 (“Act”) 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.393122106 | 13D |
| 1 | NAMES OF REPORTING PERSONS Luigi Lavazza S.p.A.
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Italy | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See Item 5.) | |
| 8 | SHARED VOTING POWER 11,668,333 (See Item 5.) | ||
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5.) | ||
| 10 | SHARED DISPOSITIVE POWER 11,668,333 (See Item 5.) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,668,333 (See Item 5.) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES£ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% (See Item 5.) | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 2 |
| CUSIP No.393122106 | 13D |
| 1 | NAMES OF REPORTING PERSONS Alberto Lavazza S.a.p.A.
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Italy | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See Item 5.) | |
| 8 | SHARED VOTING POWER 11,668,333 (See Item 5.) | ||
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5.) | ||
| 10 | SHARED DISPOSITIVE POWER 11,668,333 (See Item 5.) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,668,333 (See Item 5.) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% (See Item 5.) | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 3 |
| CUSIP No.393122106 | 13D |
| 1 | NAMES OF REPORTING PERSONS Emilio Lavazza S.a.p.A.
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Italy | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (See Item 5.) | |
| 8 | SHARED VOTING POWER 11,668,333 (See Item 5.) | ||
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5.) | ||
| 10 | SHARED DISPOSITIVE POWER 11,668,333 (See Item 5.) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,668,333 (See Item 5.) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES£ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% (See Item 5.) | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 4 |
Preamble
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by Luigi Lavazza S.p.A. (“Lavazza”), Alberto Lavazza S.a.p.A. and Emilio Lavazza S.a.p.A. (collectively, the “Reporting Persons”) with the Securities and Exchange Commission on September 10, 2012 (the “Schedule 13D”), relating to shares of common stock, $0.10 par value per share (“Common Stock”), of Green Mountain Coffee Roasters, Inc. (the “Issuer”). Capitalized terms used herein but not defined herein have the meanings ascribed to them in the Schedule 13D.
Items 3-5 of the Schedule 13D are hereby amended and supplemented to add the following:
Item 3. Source and Amount of Funds or Other Consideration
As described herein, on February 18, 2014, Lavazza gave notice to the Issuer of its intent to exercise its preemptive rights under Section 10.3 of the SPA and elects to purchase from the Issuer 1,407,000 shares of Common Stock for a cash purchase price of $74.98 per share, for an aggregate purchase price of $105,496,860. The funds that will be used by Lavazza to make this acquisition will come from working capital of Lavazza.
Item 4. Purpose of Transaction
On February 18, 2014, Lavazza determined to exercise its preemptive rights under Section 10.3 of the SPA in respect of a private sale by the Issuer of its securities to Atlantic Industries (the “Private Sale”). In connection with the exercise of such preemptive rights, Lavazza expects to enter into a new common stock purchase with the Issuer relating to the purchase of 1,407,000 shares of Common Stock at a purchase price of $74.98 per share. The closing of this purchase will be subject to customary closing conditions, including the expiration or other termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder, as well as to the closing of the Private Sale. The acquisition of such shares will maintain, not increase, Lavazza’s percentage ownership of the outstanding Common Stock.
Item 5. Interest in Securities of the Issuer
| (a-b) | As of the date hereof, Lavazza directly holds, and has beneficial ownership of, 11,668,333 shares of Common Stock.As a result of their collective control of Lavazza, the Lavazza Shareholders may be deemed to share beneficial ownership of the shares held by Lavazza. The 11,668,333shares of Common Stock so beneficially owned represent approximately 7.8% of the currently outstanding Common Stock (based on information provided by the Issuer as to the shares outstanding as of January 29, 2014). Subject to the limitations on voting and disposition described in the Schedule 13D, Lavazza and the Lavazza Shareholders may be deemed to share the power to vote and to dispose the shares of Common Stock reported herein. |
| 5 |
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: February 18, 2014
LUIGI LAVAZZA S.p.A.
By:/s/ Antonio Baravalle
Title: Chief Executive Officer
ALBERTO LAVAZZA S.A.P.A.
By:/s/ Alberto Lavazza
Title: Personally Responsible Partner
EMILIO LAVAZZA S.A.P.A.
By:/s/ Giuseppe Lavazza
Title: Personally Responsible Partner
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