UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
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)
September 28, 2010
(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).
| 1 | NAMES OF REPORTING PERSONS Luigi Lavazza S.p.A. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x |
| 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) o |
| 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 8,566,649 (See Item 5.) |
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5.) |
| 10 | SHARED DISPOSITIVE POWER 8,566,649 (See Item 5.) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,566,649 (See Item 5.) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% (See Item 5.) |
| 14 | TYPE OF REPORTING PERSON CO |
| 1 | NAMES OF REPORTING PERSONS Alberto Lavazza S.a.p.A. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x |
| 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) o |
| 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 8,566,649 (See Item 5.) |
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5.) |
| 10 | SHARED DISPOSITIVE POWER 8,566,649 (See Item 5.) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,566,649 (See Item 5.) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% (See Item 5.) |
| 14 | TYPE OF REPORTING PERSON OO |
| 1 | NAMES OF REPORTING PERSONS Emilio Lavazza S.a.p.A. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x |
| 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) o |
| 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 8,566,649 (See Item 5.) |
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5.) |
| 10 | SHARED DISPOSITIVE POWER 8,566,649 (See Item 5.) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,566,649 (See Item 5.) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% (See Item 5.) |
| 14 | TYPE OF REPORTING PERSON OO |
| Item 1. | Security and Issuer |
This statement on Schedule 13D (this “Statement”) relates to shares of common stock, $0.10 par value per share (the “Common Stock”), of Green Mountain Coffee Roasters, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 33 Coffee Lane, Waterbury, VT 05676.
| Item 2. | Identity and Background |
This Schedule 13D is being filed jointly pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the persons listed in paragraphs 1 – 3 below (the “Reporting Persons”). The Reporting Persons have entered into a joint filing agreement relating to the joint filing of this Schedule 13D in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act, a copy of which is attached as Exhibit 1 hereto.
(1) Luigi Lavazza S.p.A. (“Lavazza”), a corporation (Società per Azioni) organized under the laws of Italy. The principal business of Lavazza is the production and sale of coffee and coffee makers. The principal executive offices of Lavazza are located at Corso Novara, 59, 10154 Torino, Italy.
(2) Alberto Lavazza S.a.p.A. (“A. Lavazza SAPA”), a partnership limited by shares (Società in Accomandita per Azioni) organized under the laws of Italy. The principal business of A. Lavazza SAPA is to be a holding company for the business interests of certain members of the Lavazza family. The principal executive offices of A. Lavazza SAPA are located at Corso Novara, 59, 10154 Torino, Italy.
(3) Emilio Lavazza S.a.p.A. (“E. Lavazza SAPA” and, collectively with A. Lavazza SAPA, the “Lavazza Shareholders”), a partnership limited by shares (Società in Accomandita per Azioni) organized under the laws of Italy. The principal business of E. Lavazza SAPA is to be a holding company for the business interests of certain members of the Lavazza family. The principal executive offices of E. Lavazza SAPA are located at Corso Novara, 59, 10154 Torino, Italy.
Each of A. Lavazza SAPA and E. Lavazza SAPA directly holds 49.9% of the beneficial ownership of Finlav S.p.A. (“Finlav”), a corporation (Società per Azioni) organized under the laws of Italy. Finlav is a holding company and directly or indirectly holds 100% of the beneficial ownership of Lavazza and certain other businesses of the Lavazza family. The Lavazza Shareholders therefore share control of Lavazza.
The name, business address, citizenship and present principal occupation or employment of each of the executive officers and directors of Lavazza, Finlav, A. Lavazza SAPA and E. Lavazza SAPA are set forth in Schedule A attached hereto, which is incorporated herein by reference.
None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedules A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
As described herein, pursuant to the Common Stock Purchase Agreement (the “SPA”), dated as of August 10, 2010, by and between the Issuer and Lavazza, on September 28, 2010 the Issuer issued and sold an aggregate of 8,566,649 shares of Common Stock to Lavazza for a cash purchase price of $29.18 per share, for an aggregate purchase price of $250,000,000 (the “Purchase Price”). The funds used by Lavazza to make this acquisition came from working capital of Lavazza.
| Item 4. | Purpose of Transaction |
Lavazza acquired 8,566,649 shares of Common Stock from the Issuer under the SPA. The purpose of Lavazza’s acquisition of shares is for Lavazza to become a minority stockholder as part of what the parties anticipate will be a long-term cooperative and strategic relationship between Lavazza and the Issuer. In that connection, the parties anticipate negotiating and entering into other business arrangements likely to include a distribution agreement relating to the development, manufacture and distribution of Lavazza products in the United States (a “Distribution Agreement”).
The SPA is Exhibit 2 to this Statement and is incorporated herein by reference. The following description of various terms of the SPA is qualified in its entirety by reference to the SPA.
Acquisition or Disposition of Shares of Common Stock. Under the SPA, Lavazza agreed that, for the period from September 28, 2010 (the “Closing Date”) through the five year, six month anniversary of the Closing Date (the “Standstill Period”), Lavazza will not (subject to the next sentence) acquire any additional shares of Common Stock. From and after the one year anniversary of the Closing Date until the termination of the Standstill Period, Lavazza shall be entitled to purchase, from time to time in one or more transactions, in the open market, in privately negotiated transactions or from the Issuer, additional shares of Common Stock as long as, when taken together with all other shares of Common Stock then beneficially owned by Lavazza, such purchase will not result in Lavazza beneficially owning in excess of 15.0% of the aggregate number of shares of Common Stock then outstanding. Under the SPA, the Issuer granted Lavazza certain preemptive rights during the Standstill Period to purchase a pro rata portion of newly issued shares of Common Stock (or securities convertible into or exercisable for Common Stock), with certain types of issuances excluded from the scope of Lavazza’s preemptive rights.
Under the SPA, Lavazza agreed not to sell, pledge or otherwise transfer any of the shares of Common Stock acquired from the Issuer on the Closing Date for a period of one year following such acquisition (such period, the “Restricted Period”). If the parties have not entered into a Distribution Agreement by January 31, 2011, the Restricted Period will end on that date, unless the parties mutually agree that negotiations for a Distribution Agreement are continuing in good faith. After the Restricted Period, until the end of the Standstill Period, if Lavazza owns more than 12.0% of the then outstanding Common Stock, Lavazza further agreed not to sell, pledge or otherwise transfer the shares it then holds in excess of 12.0% without the prior written consent of the Issuer unless any such sale is (i) in the op en market (other than a privately negotiated transaction effected on the open market but in which Lavazza knows the identity of the purchaser unless such purchaser is an “eligible financial institution” as defined in the SPA), (ii) to an eligible financial institution or (iii) pursuant to an effective registration statement filed in accordance with the separate registration rights agreement, dated as of the Closing Date, between the Issuer and Lavazza (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer granted Lavazza certain demand and “piggyback” registration rights in connection with certain potential sales of shares of Common Stock by Lavazza. The Registration Rights Agreement is Exhibit 3 to this Statement and is incorporated herein by reference.
Other Standstill Restrictions, Under the SPA, Lavazza further agreed that, during the Standstill Period, it will not directly or indirectly (i) make any public announcement with respect to, seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transactions or other extraordinary transactions of or involving the Issuer or its securities or assets, (ii) negotiate, have any discussions or act in concert with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, make any investment in any other person that engages, or offers or propose s to engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing, Lavazza shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to any of the foregoing kinds of transactions) or (iii) make any publicly disclosed proposal regarding any of the foregoing. The Issuer agreed that, notwithstanding the foregoing, in the event it engages an investment bank to conduct a process to explore a possible sale of the Issuer that would result in a “change of control” of the Issuer (as defined in the SPA – generally ownership of 35% or more of the outstanding Common Stock or a change in a majority of the board of directors of the Issuer to non-continuing directors) or otherwise would result in a sale of all or substantially all of the Issuer’s assets, the Issuer shall instruct such investment bank to notify Lavazza of such process and to allow Lavazza to participate therein.
Governance Rights. For so long as Lavazza holds at least 50% of its initial investment under the SPA (the “Required Investment Amount”), the Issuer agreed to provide certain information to (generally financial and news information produced by the Issuer that is, or is being made, publicly available). In addition, for so long as Lavazza holds the Required Investment Amount, Lavazza has the right under the SPA to designate a non-voting observer to the board of directors of the Issuer. In addition, at any time after the one-year anniversary of the Closing Date, and subject to certain conditions and limitations, including the execution of the Distribution Agreement and the continued ownership by Lavazza of at least its initial investment under the SPA, Lavazza shall have the right to request that the size of the board of directors of the Issuer be expanded by one to allow Lavazza to propose a nominee to the board of directors of the Issuer in lieu of its non-voting observer, such nominee to be selected from a joint list of candidates compiled by Lavazza and the Issuer following existing board selection and nomination guidelines of the Issuer and to be subject to the veto rights of the Governance and Nominating Committee of the board of directors of the Issuer, acting in good faith, which it may exercise until such time as a muually acceptable candidate from such joint list is found.
Voting. Under the SPA, Lavazza agreed, during the Standstill Period, to vote all shares of Common Stock acquired in the initial investment on the Closing Date, on any matter presented to the stockholders of the Issuer, as directed or recommended by the board of directors of the Issuer, and granted the Secretary of the Issuer, in the capacity as officer of the Issuer, an irrevocable proxy to vote such shares on Lavazza’s behalf. Lavazza further agreed that it would, during the Standstill Period, vote any additional shares of Common Stock it may acquire beyond the initial investment, against any unsolicited, third-party proposal put to a vote of stockholders relating to a transaction proposed by such third party that will or is reasonably likely to result in a change of control of the Issuer. Despite the voting arrangements described herein, the Reporting Persons deny that they are acting as a group, or that they share beneficial ownership of the shares reported herein, with the Issuer or the Secretary of the Issuer (in the capacity of officer of the Issuer acting on behalf of the Issuer).
Lavazza will, from time to time, review its investment in the shares of Common Stock and, as and to the extent permitted by the SPA, may determine to acquire additional shares of Common Stock or to sell shares of Common Stock acquired in the initial investment or otherwise.
Except as described herein, the Reporting Persons have no present plan or proposal that relates to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
| | (a-b) | As of the date hereof, Lavazza directly holds, and has beneficial ownership of, 8,566,649 shares of Common Stock. As a result of their collective control of Lavazza, the Lavazza Shareholders may be deemed to be share beneficial ownership of the shares held by Lavazza. The 8,566,649 shares of Common Stock so beneficially owned represent approximately 6.1% of the currently outstanding Common Stock (based on the 132,832,410 shares the Issuer informed Lavazza were outstanding as of the Closing Date and the 8,566,649 shares of newly issued Common Stock sold to Lavazza on the Closing Date). Subject to the limitations on voting and disposition described in Item 4 above, Lavazza and the Lavazza Shareholders may be deemed to share the power to vote and to dispose the shares of Common Stock reported herein. |
| | Except as specifically set forth in this Statement, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A beneficially owns any additional Common Stock. |
| | (c) | Except as specifically set forth in this Statement, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A has effected any transaction in the Common Stock during the past 60 days. |
| | (d) | To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. |
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
As more fully described in Item 4 above, Lavazza is party to the SPA and the Registration Rights Agreement. Except as described herein, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including, but not limited to, transfers or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement, dated October 7, 2010, by and among the Reporting Persons. |
| Exhibit 2 | Common Stock Purchase Agreement, dated as of August 10, 2010, by and between Green Mountain Coffee Roasters, Inc. and Lavazza S.p.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 11, 2010). |
| Exhibit 3 | Registration Rights Agreement, dated as of September 28, 2010, by and between Green Mountain Coffee Roasters, Inc. and Lavazza S.p.A. |
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: October 7, 2010
| | LUIGI LAVAZZA S.P.A. By: /s/ Gaetano Mele Name: Gaetano Mele Title: Chief Executive Officer
ALBERTO LAVAZZA S.A.P.A. By: /s/ Alberto Lavazza Name: Alberto Lavazza Title: Personally Responsible Partner
EMILIO LAVAZZA S.A.P.A. By: /s/ Giuseppe Lavazza Name: Giuseppe Lavazza Title: Personally Responsible Partner
|
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF LUIGI LAVAZZA S.P.A.
The name and citizenship of each director and executive officer of Luigi Lavazza S.p.A. are set forth below. The business address of each person listed below is c/o Luigi Lavazza S.p.A., Corso Novara, 59, 10154 Torino, Italy. The present principal occupation or employment of each of the listed persons is set forth below.
| Name | Present Principal Occupation | Citizenship |
Members of the Board of Directors |
| Alberto Lavazza | Chairman of the Luigi Lavazza S.p.A. Board of Directors, President of Luigi Lavazza S.p.A. | Italian |
| Giuseppe Lavazza | Deputy Chairman of the Luigi Lavazza S.p.A. Board of Directors, Marketing Director of Luigi Lavazza S.p.A. | Italian |
| Antonella Lavazza | Director of Luigi Lavazza S.p.A. | Italian |
| Francesca Lavazza | Director of Luigi Lavazza S.p.A., Communications Director of Luigi Lavazza S.p.A. | Italian |
| Marco Lavazza | Director of Luigi Lavazza S.p.A., Strategic Development Director of Luigi Lavazza S.p.A. | Italian |
| Tullio Toledo | Director of Luigi Lavazza S.p.A., retired Chief Executive Officer of Luigi Lavazza S.p.A. | Italian |
| Gaetano Mele | Director of Luigi Lavazza S.p.A., Chief Executive Officer of Luigi Lavazza S.p.A. | Italian |
| Alessandro Lorenzi | Director of Luigi Lavazza S.p.A., Executive Vice President of Luigi Lavazza S.p.A. | Italian |
| Executive Officers |
| Alberto Lavazza | President of Luigi Lavazza S.p.A. | Italian |
| Gaetano Mele | Chief Executive Officer of Luigi Lavazza S.p.A. | Italian |
| Alessandro Lorenzi | Executive Vice President of Luigi Lavazza S.p.A. | Italian |
| Paola Bosso | Chief Financial Officer of Luigi Lavazza S.p.A. | Italian |
| Simona Musso | General Counsel of Luigi Lavazza S.p.A. | Italian |
| Enrico Meraldi | Organizational and Personnel Director of Luigi Lavazza S.p.A. | Italian |
EXECUTIVE OFFICERS AND DIRECTORS OF FINLAV S.P.A.
The name and citizenship of each director and executive officer of Finlav S.p.A. are set forth below. The business address of each person listed below is c/o Finlav S.p.A., Corso Novara, 59, 10154 Torino, Italy. The present principal occupation or employment of each of the listed persons is set forth below.
| Name | Present Principal Occupation | Citizenship |
| |
| Alberto Lavazza | Chairman of the Finlav S.p.A. Board of Directors, President of Luigi Lavazza S.p.A. | Italian |
| Giuseppe Lavazza | Director of Finlav S.p.A., Chief Executive Officer of Finlav S.p.A., Marketing Director of Luigi Lavazza S.p.A. | Italian |
| Francesca Lavazza | Director of Finlav S.p.A., Communications Director of Luigi Lavazza S.p.A. | Italian |
| Antonella Lavazza | Director of Finlav S.p.A., Director of Luigi Lavazza S.p.A. | Italian |
EXECUTIVE OFFICERS AND DIRECTORS OF ALBERTO LAVAZZA S.A.P.A.
The name and citizenship of the personally responsible partner of Alberto Lavazza S.a.p.A. are set forth below. There are no other directors or officers of Alberto Lavazza S.a.p.A. The business address of the person listed below is c/o Alberto Lavazza S.a.p.A., Corso Novara, 59, 10154 Torino, Italy. The present principal occupation or employment of the listed person is set forth below.
| Name | Present Principal Occupation | Citizenship |
| |
| Alberto Lavazza | Unlimited Partner of Alberto Lavazza S.a.p.A., President of Luigi Lavazza S.p.A. | Italian |
EXECUTIVE OFFICERS AND DIRECTORS OF EMILIO LAVAZZA S.A.P.A.
The name and citizenship of each of the personally responsible partners of Emilio Lavazza S.a.p.A. are set forth below. There are no other directors or officers of Emilio Lavazza S.a.p.A. The business address of each person listed below is c/o Alberto Lavazza S.a.p.A., Corso Novara, 59, 10154 Torino, Italy. The present principal occupation or employment of each of the listed persons is set forth below.
| Name | Present Principal Occupation | Citizenship |
| |
| Giuseppe Lavazza | Unlimited Partner of Emilio Lavazza S.a.p.A., Marketing Director of Luigi Lavazza S.p.A. | Italian |
| Francesca Lavazza | Unlimited Partner of Emilio Lavazza S.a.p.A., Communications Director of Luigi Lavazza S.p.A. | Italian |
