- Amended Statement of Ownership: Solicitation (SC 14D9/A)
March 15 2010 - 6:08AM
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. 7)
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
President and 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. 7 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, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Diedrich with the SEC on December 31, 2009, January 11, 2010, January 14, 2010, January 28, 2010, February 8, 2010, and March 9, 2010, respectively (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 8.
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Additional Information.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing the final three sentences under the subheading entitled Litigation with the following:
On January 22, 2010, Diedrich and the members of Diedrichs Board filed with the Superior Court of the State of California for the
County of Orange (the Court) a demurrer seeking the dismissal of the causes of action alleged in the Amended Complaint. On January 27, 2010, GMCR and the Purchaser filed with the Court a demurrer seeking the dismissal of the causes of
action alleged in the Amended Complaint. On March 12, 2010, the Court sustained Diedrichs demurrer seeking the dismissal of the plaintiffs claim for equitable assessment of attorneys fees, with thirty days leave to amend, and
overruled Diedrichs demurrer seeking the dismissal of the disclosure claims against Diedrich and the members of Diedrichs Board. Diedrich believes that the allegations of the Amended Complaint are without merit and intends to vigorously
contest the action.
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: March 15, 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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President and Chief Financial Officer
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