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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Keurig Green Mountain, 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)
April 17, 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).
1 |
NAMES OF REPORTING PERSONS
Luigi Lavazza S.p.A.
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2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
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
13,075,333 (See Item 5.) |
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5.) |
10 |
SHARED DISPOSITIVE POWER
13,075,333 (See Item 5.) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,075,333 (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)
8.0% (See Item 5.) |
14 |
TYPE OF REPORTING PERSON
CO |
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1 |
NAMES OF REPORTING PERSONS
Alberto
Lavazza S.a.p.A.
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2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
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
13,075,333 (See Item 5.) |
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5.) |
10 |
SHARED DISPOSITIVE POWER
13,075,333 (See Item 5.) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,075,333 (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)
8.0% (See Item 5.) |
14 |
TYPE OF REPORTING PERSON
OO |
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1 |
NAMES OF REPORTING PERSONS
Emilio
Lavazza S.a.p.A.
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2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
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
13,075,333 (See Item 5.) |
9 |
SOLE DISPOSITIVE POWER
0 (See Item 5.) |
10 |
SHARED DISPOSITIVE POWER
13,075,333 (See Item 5.) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,075,333 (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)
8.0% (See Item 5.) |
14 |
TYPE OF REPORTING PERSON
OO |
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Preamble
This Amendment No.
2 (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 Keurig Green Mountain, Inc. (formerly known as 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 3-7 of the
Schedule 13D are hereby amended and supplemented to add the following:
Item 3. Source and Amount
of Funds or Other Consideration
On April 17, 2014, Lavazza
completed the previously disclosed purchase, pursuant to a Common Stock Purchase Agreement (the “Preemptive Exercise SPA”),
dated as of March 28, 2014, by and between the Issuer and Lavazza, which documented and implemented the exercise by Lavazza of
its preemptive rights under Section 10.3 of the SPA, of 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 used by Lavazza to make this acquisition came from working capital
of Lavazza.
Item 4. Purpose of Transaction
As previously disclosed, on February
18, 2014, Lavazza determined to exercise its preemptive rights to maintain its general percentage ownership of the outstanding
Common Stock in the context of the issuance by the Issuer of 16,684,139 shares of Common Stock as part of the Private Sale on February
27, 2014 to Atlantic Industries, a company incorporated under the Cayman Islands and a wholly owned subsidiary of The Coca-Cola
Company, a Delaware corporation, pursuant to a Common Stock Purchase Agreement dated as of February 5, 2014 by and between the
Issuer and Atlantic Industries.
The purchase of shares by Lavazza was
effected under the terms of the Preemptive Exercise SPA. The parties agreed that the shares of Common Stock purchased by Lavazza
under the Preemptive Exercise SPA are to be deemed “Additional Shares” as such term is defined in the SPA. The Preemptive
Exercise SPA is Exhibit 6 to this Amendment and is incorporated herein by this reference. The foregoing description of the Preemptive
Exercise SPA is qualified in its entirety by reference to the full text of the Preemptive Exercise SPA.
Item 5. Interest in Securities
of the Issuer
| (a-b) | As of the date hereof, Lavazza directly holds, and has beneficial ownership of, 13,075,333
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 13,075,333 shares
of Common Stock so beneficially owned represent approximately 8.0% of the currently outstanding Common Stock (based on information
provided by the Issuer as to the shares outstanding as of March 18, 2014, plus the shares issued to Lavazza in the transaction
described herein). 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. |
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
As more fully described above, Lavazza
is party to the Preemptive Exercise SPA.
Item 7. Material to Be
Filed as Exhibits
Exhibit 6 |
Common Stock Purchase Agreement, dated as of March
28, 2014, by and between Keurig Green
Mountain, 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 March 31, 2014). |
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: April 17, 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
6