sc13da2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
 
KEURIG GREEN MOUNTAIN, INC.
(Name of Issuer)
 
Common Stock, par value $0.10 per share
(Title of Class of Securities)

49271M100
(CUSIP Number)

Bernhard Goepelt
Senior Vice President, General Counsel and Chief Legal Counsel
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

Copy to:
Martha E. McGarry, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000

February 11, 2015
(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
 

 
 
 
 

CUSIP No. 49271M100
1.
NAME OF REPORTING PERSONS
The Coca-Cola Company
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
25,868,016
9.
SOLE DISPOSITIVE POWER
0
 
10.
SHARED DISPOSITIVE POWER
25,868,016
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,868,016
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES               o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
14.
TYPE OF REPORTING PERSON
CO

 
 
- 2 -
 


CUSIP No. 49271M100
1.
NAME OF REPORTING PERSONS
Atlantic Industries
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)      o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
25,868,016
9.
SOLE DISPOSITIVE POWER
0
 
10.
SHARED DISPOSITIVE POWER
25,868,016
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,868,016
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES               o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
14.
TYPE OF REPORTING PERSON
CO

 
 
- 3 -
 

 
Preamble
 
This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D filed by Atlantic Industries, a corporation organized and existing under the laws of the Cayman Islands ("Atlantic") and indirect wholly owned subsidiary of The Coca-Cola Company ("TCCC", and together with Atlantic, the "Reporting Persons"), with the Securities and Exchange Commission on March 10, 2014, as amended (the "Statement"), relating to shares of common stock, $0.10 par value per share ("Common Stock"), of Keurig Green Mountain, Inc. (the "Issuer"). This Amendment No. 2 is being filed jointly by the Reporting Persons. Unless otherwise indicated herein, capitalized terms used herein but not defined herein have the meanings ascribed to them in the Statement.
 
Items 2, 3 and 5 of the Statement are hereby amended and supplemented to add the following:
 
Item 2.
Identity and Background.
 
Certain information with respect to the directors and executive officers of the Reporting Persons is set forth in Schedule A attached hereto, including each director's and executive officer's business address, present principal occupation or employment, citizenship and other information.
 
Item 3.
Source and Amount of Funds or Other Considerations.
 
On February 11, 2015, Credit Suisse Capital LLC ("CS") delivered to the Atlantic an aggregate of 6,378,286 shares of Common Stock pursuant to a previously disclosed letter agreement, dated as of May 12, 2014, between Atlantic and CS (the "Agreement") for a total acquisition cost of $830,371,993.  All such purchases were made using Atlantic's cash on hand.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)−(b)  As of the date hereof, the Reporting Persons beneficially own an aggregate of 25,868,016 shares of Common Stock, all of which are held by Atlantic.  As the ultimate parent company and controlling shareholder of Atlantic, TCCC may be deemed to share with Atlantic voting power and dispositive power with respect to the 25,868,016 shares of Common Stock held by Atlantic.  The aggregate number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons represents approximately 16.0% of the currently outstanding Common Stock of the Issuer (based on the 161,675,100 shares of Common Stock that were issued and outstanding as of January 29, 2015, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 4, 2015).  To the best of the Reporting Persons' knowledge, none of the persons named in Schedule A beneficially owns any Common Stock.
 
(c)  The 6,378,286 shares of Common Stock were acquired by Atlantic on February 11, 2015 pursuant to the Agreement at a price per share equal to $130.3792.  Except for the shares purchased pursuant to the Agreement, 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 transactions in the Common Stock during the past 60 days.
 

 
- 4 -
 

 
SIGNATURE

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.



 
THE COCA-COLA COMPANY
  
         
         
Dated: February 13, 2015
By:
/s/ Kathy N. Waller
  
   
Name:
Kathy N. Waller
  
   
Title:
Executive Vice President and Chief Financial Officer
  
         
         
         
         
         
         
 
ATLANTIC INDUSTRIES
  
         
         
         
Dated: February 13, 2015
By:
/s/ Kathy N. Waller
  
   
Name:
Kathy N. Waller
  
   
Title:
President and Chief Financial Officer
  

 
 
 
 
 
 
SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY AND ATLANTIC INDUSTRIES

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company ("TCCC") and Atlantic Industries ("Atlantic"). Except as indicated below, each such person is a citizen of the United States. None of the directors or executive officers named below beneficially owns any Common Stock of Keurig Green Mountain, Inc. (formerly known as Green Mountain Coffee Roasters, Inc.). Directors of TCCC or Atlantic who are also executive officers of TCCC or Atlantic are indicated by an asterisk. Except as indicated below, the business address of each executive officer of TCCC or Atlantic is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Muhtar Kent*
Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
  
Herbert A. Allen
President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
Ronald W. Allen
Chairman of the Board of Directors, President and Chief Executive Officer of Aaron's, Inc.
Aaron's, Inc.
309 East Paces Ferry Road
Suite 1100
Atlanta, GA 30305
Ana Botín
Chief Executive Officer of Santander UK plc, a leading financial services provider in the United Kingdom and subsidiary of Banco Santander S.A.
Ms. Botín is a citizen of Spain.
Santander UK plc
2 Triton Square
Regent’s Place
London NW1 3AN
United Kingdom
Howard G. Buffett
President of Buffett Farms and President of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on food and water security, conservation and conflict management
Howard G. Buffett Foundation
145 North Merchant Street
Decatur, IL 62523
Richard M. Daley
Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment
Tur Partners LLC
900 N. Michigan Avenue
Suite 1720
Chicago, IL 60611
Barry Diller
Chairman of the Board of Directors and Senior Executive of IAC/InterActiveCorp, a leading media and internet company
IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011
 
 
 
 


Helene D. Gayle
Chairman and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance company
CARE USA
151 Ellis Street, NE
Atlanta, GA 30303
Evan G. Greenberg
Chairman and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance company
ACE Group
1133 Avenue of the Americas
45th Floor
New York, NY 10036
Alexis M. Herman
Chair and Chief Executive Officer of New Ventures, LLC, a corporate consulting company
New Ventures, Inc.
633 Pennsylvania Avenue NW
3rd Floor
Washington, D.C. 20004
Robert A. Kotick
President, Chief Executive Officer and a Director of Activision Blizzard, Inc. an interactive entertainment software company
Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA 90405
Maria Elena Lagomasino
Chief Executive Officer and Managing Partner of WE Family Offices, a multi-family office serving global ultra high net worth families
WE Family Offices
701 Brickell Avenue
Suite 200
Miami, FL 33131
Sam Nunn
Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical warfare
The Sam Nunn School of International Affairs
Georgia Institute of Technology
781 Marietta Street, NW
Atlanta, Georgia 30318
James D. Robinson III
Co-Founder and General Partner of RRE Ventures, an early stage technology-focused venture capital firm; President of JD Robinson, Inc, a strategic advisory firm
RRE Investors, LLC
22nd Floor
126 East 56th Street
New York, NY 10022
Peter V. Ueberroth
Investor and Chairman of the Contrarian Group, Inc., a business management company
The Contrarian Group, Inc.
Suite 111
1071 Camelback Street
Newport Beach, CA 92660


 
 
 
 
 
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Muhtar Kent
Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
  
Ahmet C. Bozer
Executive Vice President of The Coca-Cola Company and President of Coca-Cola International
  
Alexander B. Cummings, Jr.
Executive Vice President and Chief Administrative Officer of The Coca-Cola Company
  
J. Alexander M. Douglas, Jr.
Senior Vice President and Global Chief Customer Officer of The Coca-Cola Company and President of Coca-Cola North America
  
Ceree Eberly
Senior Vice President and Chief People Officer of The Coca-Cola Company
  
Irial Finan
Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain
Mr. Finan is a citizen of Ireland.
  
Bernhard Goepelt
Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company
Mr. Goepelt is a citizen of Germany.
  
Brent Hastie
Vice President of The Coca-Cola Company
  
Nathan Kalumbu
President of the Eurasia and Africa Group of The Coca-Cola Company
Mr. Kalumbu is a citizen of Zimbabwe.
  
James Quincey
President of the Europe Group of The Coca-Cola Company
Mr. Quincey is a citizen of the United Kingdom.
  
Brian Smith
President of the Latin America Group of The Coca-Cola Company
  
Atul Singh
Group President, Asia, Part of the Asia Pacific Group of The Coca-Cola Company
  
Marcos de Quinto
Chief Marketing Officer of The Coca-Cola Company
  
Clyde C. Tuggle
Senior Vice President and Chief Public Affairs and Communications Officer of The Coca-Cola Company
  
Kathy N. Waller
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
  


 
 
 

DIRECTORS OF ATLANTIC INDUSTRIES

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Robert J. Jordan, Jr.
Vice President and General Tax Counsel of The Coca-Cola Company and Vice President and General Tax Counsel of Atlantic Industries
  
Christopher P. Nolan
Treasurer of The Coca-Cola Company and Vice President and Treasurer of Atlantic Industries
  
Larry M. Mark
Vice President and Controller of The Coca-Cola Company and Vice President and Controller of Atlantic Industries
  


EXECUTIVE OFFICERS OF ATLANTIC INDUSTRIES

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Kathy N. Waller
Executive Vice President and Chief Financial Officer of The Coca-Cola Company and President and Chief Financial Officer of Atlantic Industries
  
Bernhard Goepelt
Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company and Vice President and General Counsel of Atlantic Industries
  
Robert J. Jordan, Jr.
Vice President and General Tax Counsel of The Coca-Cola Company and Vice President and General Tax Counsel of Atlantic Industries
  
Christopher P. Nolan
Vice President and Treasurer of The Coca-Cola Company and Vice President and Treasurer of Atlantic Industries
  
Larry M. Mark
Vice President and Controller of The Coca-Cola Company and Vice President and Controller of Atlantic Industries
  
Stephen A. Kremer
Vice President of The Coca-Cola Company and Vice President of Atlantic Industries