UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD) OF ~~THE~~

THE SECURITIES EXCHANGE ACT OF ~~1934~~ 1934

Date of Report (Date of earliest event reported): ~~December 16, 2012~~

January 24, 2013

(January 23, 2013)

CARIBOU COFFEE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Minnesota	000-51535	41-1731219
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3900 Lakebreeze Avenue North Brooklyn Center, MN		55429
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~3900 ~~telephone~~Lakebreeze ~~number,~~Avenue ~~including~~North ~~area code: 763-592-2200~~

~~Not~~Brooklyn ~~Applicable~~Center, MN

(~~Former~~Address ~~Name~~of orprincipal ~~Former~~executive ~~Address,~~offices ifincluding ~~Changed~~Zip ~~Since Last Report~~Code)

(763) 592-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 3.01. Notice ~~Entry~~of ~~into~~Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On January 24, 2013, Caribou Coffee Company, Inc., (the “Company”) notified the NASDAQ Stock Market (“NASDAQ”) of the consummation of the merger of Pine Merger Sub, Inc. (“Purchaser”) with and into the Company (the “Merger”) in accordance with the terms of the Agreement and Plan of Merger, dated as of December 16, 2012, among the Company, JAB Beech Inc. (“Parent”) and Purchaser (the “Merger Agreement”) and the Minnesota Business Corporation Act (the “MBCA”) and requested that NASDAQ file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration (the “Form 25”) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist and deregister the shares of common stock, par value $0.01, of the Company (the “Shares”). Pursuant to Rule 12d2-2 under the Exchange Act, the delisting of Shares from NASDAQ will be effective on February 3, 2013 and the Company’s reporting obligations under Section 12(b) of the Exchange Act will be suspended as of that date. Trading of the Shares on NASDAQ ceased as of the close of trading on January 24, 2013. The Shares will be deregistered under Section 12(b) of the Exchange Act no later than ninety (90) days, or such shorter period as the SEC may determine, after the date of the Form 25. On February 4, 2013, the Company intends to file with the SEC a Certification on Form 15 under the Exchange Act to suspend the Company’s remaining reporting obligations under the Exchange Act, which filing will result in the immediate suspension of such reporting obligations.

On December 16, 2012, Caribou Coffee Company, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with JAB Beech Inc. (“Parent”) and Pine Merger Sub, Inc., a wholly owned subsidiary of Parent (“Purchaser”), pursuant to which Parent and Purchaser, will commence an offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a price of $16.00 per share in cash, without interest (the “Offer Price”).

Completion of the Offer is subject to several conditions, including, among others: (i) that a majority of the Shares outstanding (determined on a fully diluted basis) be validly tendered and not withdrawn prior to the expiration of the Offer; (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); and (iii) certain other customary conditions.

The Merger Agreement also provides that following consummation of the Offer and satisfaction of certain customary conditions, Purchaser will be merged with and into the Company (the “Merger”), with the Company being the surviving corporation. Upon completion of the Merger, each Share outstanding immediately prior to the effective time of the Merger (excluding those Shares that are held by (i) Parent, Purchaser or any other affiliate of Parent that is directly or indirectly wholly owned by the ultimate parent of Parent, the Company or their respective wholly owned subsidiaries and (ii) shareholders of the Company who properly exercised their dissenters’ rights under the Minnesota Business Corporation Act) will have the right to receive the Offer Price. The Offer and the Merger are not subject to any financing conditions.

In the event that Purchaser acquires at least 90% of the outstanding Shares, including through exercise of the Top-Up Option (defined below), the Merger may be effected as a “short-form” merger without a meeting of the Company’s shareholders to approve the adoption of the Merger Agreement. Otherwise, the Company will hold a special shareholders’ meeting to obtain shareholder approval of the Merger. Subject to the terms of the Merger Agreement and applicable law, the Company has granted Purchaser an exclusive, irrevocable option (the “Top-Up Option”), exercisable after completion of the Offer, to purchase from the Company a number of newly-issued Shares equal to up to the lesser of (i) the number of Shares that, when added to the number of Shares owned by Parent and Purchaser at the time of exercise of the Top-Up Option, constitutes one share more than the number of Shares necessary for Purchaser to effect a “short form” merger (after giving effect to the issuance of shares pursuant to the exercise of the Top-Up Option), and (ii) the aggregate number of Shares that the Company is authorized to issue under its Articles of Incorporation but that are not issued and outstanding or reserved for issuance at the time of exercise of the Top-Up Option. Purchaser will pay the Offer Price for each Share acquired upon any exercise of the Top-Up Option in cash or a combination of cash and a promissory note.

Parent and the Company have made customary representations, warranties and covenants in the Merger Agreement, including covenants (i) to promptly effect all registrations, filings and submissions required pursuant to the HSR Act and any other required governmental approvals, the Securities Exchange Act of 1934 and other applicable laws with respect to the Offer and the Merger; and (ii) to use their reasonable best efforts to take all appropriate action to consummate and effectuate the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

Prior to consummation of the Merger, the Company has agreed to (i) conduct its business in all material respects in the ordinary course consistent with past practice and (ii) use reasonable best efforts to maintain and preserve intact its business organization. The Company has also agreed to comply with certain other operating covenants through the consummation of the Merger.

Among other things, the Company has agreed not to solicit, initiate, knowingly facilitate or encourage, induce, assist any inquiries, or engage in discussions concerning, alternative proposals for the acquisition of the Company. However, if the Company receives an unsolicited bona fide written acquisition proposal, the Company can provide information, including non-public information, under a confidentiality agreement, and may engage or participate in discussions or negotiations with the party who made the unsolicited proposal, if and only to the extent, in each such case, that the board of directors have determined in good faith that the failure to take such action would reasonably be expected to violate the directors’ fiduciary duties under applicable law and the acquisition proposal either constitutes, or is reasonably likely to result in, a superior proposal, as defined in the Merger Agreement. Subject to the satisfaction of certain conditions, the Company and its board of directors, as applicable, are permitted to take certain actions which may, as more fully described in the Merger Agreement, include terminating the Merger Agreement or changing the board of directors’ recommendation, following receipt of an unsolicited superior proposal, if the board of directors of the Company has concluded in good faith after consultation with its advisors that failure to do so would reasonably be expected to violate its fiduciary duties.

In addition, the Merger Agreement can be terminated by Parent or the Company under certain circumstances. If the event triggering a termination for a superior proposal occurs on or prior to January 15, 2013, then the Company must pay to Parent a termination fee in the amount of $5,190,000. If such event occurs after January 15, 2013, then the Company must pay to Parent a termination fee in the amount of $10,380,000.

The Company’s Board of Directors has approved the Merger Agreement and unanimously recommends that shareholders of the Company tender their Shares in the Offer and, if necessary, vote to approve the Merger; however, Mr. Tattersfield, the Company’s Chief Executive Officer and its only management director, voluntarily recused himself from the Board’s discussions, deliberations, negotiations and vote due to his status as a non-independent director.

The foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been incorporated herein by reference to provide information regarding its terms. The Merger Agreement is not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (“SEC”) and it is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company. In particular, the representations, warranties and covenants set forth in the Merger Agreement (a) were made solely for purposes of the Merger Agreement and the transactions contemplated therein and solely for the benefit of the contracting parties (except with respect to the rights of specific third parties enumerated in the Merger Agreement), (b) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made to Parent and Purchaser in connection with the Merger Agreement, (c) will not survive consummation of the Merger (except for the covenants that apply or are to be performed after the effective time of the Merger), (d) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (e) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (f) may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement, and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the parties. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in subsequent public disclosure.

On December 17, 2012, the Company and Parent issued a press release to announce the Offer, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 3.02.

Unregistered Sales of Equity Securities.

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~option ~~under~~(the ~~Item~~ “Top-Up Option”) to purchase directly from the Company 64,846,878 newly-issued Shares granted to Purchaser in the Merger Agreement, the Company issued to the Purchaser 64,846,878 Shares (the “Top-Up Shares”) for an aggregate purchase price of $1~~.01~~,037,550,048, ~~regarding~~of which $648,469 was paid in cash (which cash amount represents the par value of each purchased Top-Up ~~Option~~Share) isand ~~incorporated~~the ~~into~~balance ~~this~~of ~~Item 3.02~~which was paid by ~~reference~~delivery of a promissory note. The Top-Up ~~Option~~Shares ~~was~~ were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act ~~and Rule 506 of Regulation D promulgated thereunder~~.

Item 5 3.0203. ~~Departure~~Material ofModification ~~Directors~~to orRights ~~Certain Officers; Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnIn ~~December 16~~connection with the consummation of Merger, ~~2012~~each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares owned by Parent, Purchaser or any other affiliate of Parent that is directly or indirectly wholly owned by the ~~Board~~ultimate parent of ~~Directors~~Parent, ~~approved~~(ii) shares owned by the ~~Caribou~~Company ~~Coffee~~or any direct or indirect wholly-owned subsidiary of the Company, ~~Inc.~~and (iii) shares held by Company ~~Severance~~shareholders ~~Plan~~who properly demand and perfect dissenters’ rights under Minnesota law) was converted into the right to receive $16 per Share, in cash (less any required withholding taxes and without interest) (the “~~Severance Plan~~Merger Consideration”). ~~The~~At ~~Severance~~the ~~Plan~~effective ~~provides~~time ~~cash~~of ~~severance~~the asMerger, ~~well~~the Company’s shareholders immediately prior to the effective time of the Merger ceased to have any rights as ~~outplacement~~shareholders ~~assistance~~in ~~for~~the ~~employees~~Company ~~without~~(other ~~employment~~than ~~contracts~~their ~~who~~rights ~~are~~to receive the Merger Consideration) and accordingly no longer have any interest in the Company’s future earnings and growth.

~~terminated~~Item ~~without cause, upon execution of a release~~5. ~~The amount of severance is based on the employee’s job grade and time of service~~01. ~~The~~Changes ~~Company’s~~in ~~named~~Control ~~executive officers who do not have employment agreements with the Company would be eligible for four weeks~~ of ~~base pay for each completed year of service, up to a maximum of fifty-two weeks of base pay, and a minimum of twenty-six weeks of base pay, upon termination under the basic severance provisions~~Registrant.

~~During~~On ~~the~~January 23, 122013, ~~months~~Purchaser ~~following~~completed aits ~~change~~tender ofoffer ~~control,~~ (the ~~Company’s~~“Offer”) ~~executive~~for ~~officers~~all ~~who~~outstanding doShares ~~not~~of ~~have employment agreements with~~ the Company, ~~are~~at ~~eligible~~a ~~for~~price ~~enhanced~~of ~~severance~~$16 ~~benefits~~per ~~upon their termination without cause or for good reason~~Share, ~~each~~net asto ~~defined in~~ the ~~Severance~~seller ~~Plan.~~in ~~This~~cash ~~mechanism~~(less isany ~~known as a double-trigger arrangement, as no~~required ~~severance~~withholding istaxes ~~paid~~and ~~unless~~without ainterest) ~~change in control occurs and~~ (the ~~employee~~“Offer ~~is terminated within 12 months thereafter. If an employee is eligible to receive this enhanced severance~~Price”), hepursuant ~~or she is not entitled~~ to ~~receive~~ the ~~basic~~terms ~~severance described above. Upon execution~~ of athe ~~release,~~Merger anAgreement. ~~employee~~The ~~would~~Offer ~~receive~~expired ~~separation~~at ~~pay~~12:00 ~~in cash~~midnight, ~~paid~~New inYork ~~installments~~City attime, ~~the Company’s regular pay periods. The amount of severance is based~~ on ~~the~~January 22, ~~executive’s level~~2012. The Company’s ~~named~~was ~~executive officers~~advised ~~who~~by dothe ~~not~~depositary ~~have employment agreements with~~ for the ~~Company~~Offer ~~are~~that, ~~eligible~~as ~~to receive twelve months~~ of ~~base pay under this provision. Mr. Tattersfield,~~ the ~~Company~~expiration ~~Chief~~time ~~Executive~~of ~~Officer, and Mr. Hennessy,~~ the ~~Company’s Chief Financial Officer~~Offer, ~~are~~a ~~ineligible~~total ~~for~~of ~~the Severance Plan~~13,554,419 asShares ~~they~~were ~~have employment agreements with the Company.~~

~~The~~2 ~~foregoing description is qualified in its entirety by reference to the Severance Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.~~

~~Item~~ validly tendered and not withdrawn (including Shares delivered through notices of guaranteed delivery), representing approximately 63.9% of the Shares outstanding on a fully diluted basis.~~01.~~ ~~Financial~~On January 23, ~~Statements~~2013, Purchaser accepted for payment all Shares that were validly tendered and ~~Exhibits~~not withdrawn prior to the expiration time of the Offer (such time of acceptance, the “Acceptance Time”) and has delivered payment for such Shares.

Purchaser acquired all of the remaining outstanding Shares of the Company’s common stock by means of a merger under Minnesota law. As a result of the purchase of shares in the Offer, Purchaser had sufficient voting power to approve the Merger without the affirmative vote of any other Company shareholder. In order to accomplish the Merger as a “short-form” merger, Purchaser exercised the Top-Up Option, which permits Purchaser to purchase additional shares of common stock of the Company directly from the Company for $16 per share (dthe same purchase price paid in the offer). The ~~See~~consummation ~~Exhibit~~of ~~Index~~the Top-Up Option transaction took place on January 24, 2013. Following the Merger, the Company became a wholly-owned subsidiary of Parent, and each share of the Company’s outstanding common stock was cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer.

~~Important~~The ~~Additional~~$216,870,704 ~~Information~~in aggregate cash consideration payable to holders of Shares tendered during the Offer, and all cash payable to holders of Shares for Shares to be converted into the right to receive the Offer Price upon the Merger was be provided through a mix of cash on hand, equity contributions from Parent’s existing shareholders, JAB Forest LLC and affiliates of BDT Capital Partners, LLC, and the issuance of debt to one of Parent’s affiliates.

The ~~tender~~other ~~offer~~information ~~described~~required inby ~~this document has not yet commenced~~Item 5. ~~This announcement is neither an offer to purchase nor~~ 01(a) ~~solicitation~~ of anForm ~~offer~~8-K ~~to sell shares of the Company. At the time the offer~~ is ~~commenced,~~ ancontained ~~affiliate~~in ~~of JAB will file a Tender Offer Statement on Schedule TO with~~ (i) the ~~SEC, and the~~ Company ~~will file a~~ ’s Solicitation/Recommendation ~~Statement~~ on Schedule 14D-9 ~~with~~originally ~~respect~~filed toby the ~~offer.~~Company ~~The~~with ~~Company’s~~the ~~shareholders~~Securities and ~~other investors~~Exchange ~~are~~Commission ~~urged to read~~ (the ~~tender~~“SEC”) ~~offer~~on ~~materials (including an Offer to Purchase~~December 21, a2012 ~~related~~(the ~~Letter~~“Schedule ~~of Transmittal and certain other offer documents~~14D-9”), ~~and the Solicitation/Recommendation Statement because they will contain important information~~ which ~~should be read carefully before any decision~~ is ~~made~~included ~~with~~as ~~respect~~Exhibit ~~to the tender offer~~20.1 ~~The Offer~~ to ~~Purchase~~this report, ~~the related Letter of Transmittal~~ and ~~certain other offer documents, as well as~~ (ii) the ~~Solicitation/Recommendation Statement, will be made available to all shareholders of the Company at no expense to them. The~~ Tender Offer Statement ~~and~~on ~~the~~Schedule ~~Solicitation/Recommendation~~TO ~~Statement~~originally ~~will~~filed beby ~~made~~Purchaser ~~available~~and ~~for~~Parent ~~free~~with at the ~~Commission’s~~SEC ~~web~~on ~~site~~December 21, at2012 ~~www.sec.gov.~~(the ~~Free~~“Schedule ~~copies~~TO”), ofwhich ~~these materials~~is ~~and~~included ~~certain~~as ~~other~~Exhibit ~~offering~~20.2 ~~documents~~to ~~will~~this bereport, ~~made~~and ~~available~~such ~~by the~~ information ~~for~~is incorporated ~~the~~herein ~~offer~~by reference.

InThe ~~addition~~foregoing todescription ~~the~~of ~~Solicitation/Recommendation~~certain ~~Statement,~~provisions of the ~~Company~~Merger ~~files~~Agreement ~~annual,~~is ~~quarterly~~qualified ~~and~~in ~~special~~its ~~reports,~~entirety ~~proxy~~by ~~statements~~reference ~~and~~to ~~other information with~~ the ~~SEC.~~Merger ~~You~~Agreement, ~~may~~a ~~read and~~ copy ~~any~~of ~~reports,~~which ~~statements~~was ~~or other information~~ filed byas ~~the~~Exhibit ~~Company at the SEC public reference room at 100 F Street, N~~2.~~E.,~~1 ~~Washington,~~to ~~D.C. 20549. Please call~~ the ~~Commission~~ atForm 18-~~800-SEC-0330~~K ~~for~~filed ~~further~~by ~~information on~~ the ~~public reference room. The~~ Company’s ~~filings~~ with the ~~Commission~~SEC ~~are~~on ~~also~~December 17, ~~available to the public from commercial document-retrieval services and at the website maintained by the Commission at www~~2013.~~sec.gov.~~

~~Forward-Looking~~The ~~Statements~~information set forth below in Item 5.02 is incorporated by reference into this Item 5.01.

~~This~~Copies Form 8-K contains forward-looking statements that are not historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those described. All statements other than statements of ~~historical fact are statements that could be deemed forward-looking statements. Forward-looking statements in this communication include statements regarding~~ the ~~anticipated~~press ~~benefits~~releases ofissued ~~the~~by ~~transaction;~~Parent statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; and any statements of assumptions underlying any of the foregoing. All forward-looking statements are based largely on ~~current expectations and beliefs concerning future events~~January 23, approvals and transactions that are subject to substantial risks and uncertainties. Factors that may cause or contribute to the actual results or outcomes being different from those contemplated by forward-looking statements include: risks and uncertainties associated with the tender offer2013, ~~including~~announcing ~~uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of the Company~~Purchaser’s ~~shareholders~~acceptance ~~will tender their shares in the offer, the risk that competing offers will be made, and the possibility that various closing conditions~~ for ~~the~~payment ~~transaction~~of ~~may~~Shares ~~not~~validly betendered ~~satisfied~~prior ~~or waived. Other factors that may cause the Company’s actual results~~ to ~~differ materially from those expressed or implied in~~ the ~~forward-looking~~expiration ~~statements~~of ~~are discussed in~~ the ~~Company’s~~Offer ~~filings~~and ~~with the SEC, including in its periodic reports filed~~ on ~~Form 10-K and~~ ~~Form~~January 24, ~~10-Q~~2013 ~~with~~announcing the ~~SEC.~~completion ~~Copies~~ of the ~~Company’s~~Merger ~~filings with the SEC may be obtained at the “Investors” section of the Company’s website at www.cariboucoffee.com. The forward-looking statements made in this communication~~ are ~~made only~~attached as ofExhibits ~~the~~99.1 ~~date~~and of99.2 ~~this~~hereto ~~communication,~~ and ~~the~~are ~~Company~~incorporated ~~undertakes~~by noreference ~~obligation to update them to reflect subsequent events or circumstances~~herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Pursuant to the terms of the Merger Agreement, on January 24, 2013, the directors of Purchaser immediately prior to the effective time of the Merger became the directors of the Company following the Merger.

As of January 24, 2013, Joachim Creus, David Bell and Axel Bhat each assumed the role of director of the Company. Information about the new directors is contained in Annex I to the Schedule 14D-9. At the time Messrs. Creus, Bell and Bhat assumed the role of director it had not yet been determined which committees, if any, of the Board of Directors of the Company on which Messrs. Creus, Bell and Bhat would serve.

The foregoing description of certain provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on December 17, 2012.

The other information required by Item 5.02 of Form 8-K is contained in the Schedule 14D-9, including the Information Statement comprising Annex I thereto, which is included as Exhibit 20.1 to this report, and such information is incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change of Fiscal Year.

On January 24, 2013, pursuant to the Merger, the Company’s Third Amended and Restated Articles of Incorporation were amended and restated (the “Amended Charter”) and the Company’s Amended and Restated Bylaws were amended and restated (the “Amended Bylaws”).

The Amended Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The Amended Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 8.01.

Other Events.

On January 23, 2013, Parent issued a press release announcing that Purchaser accepted for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn prior to expiration of the Offer, and that payment for such Shares would be made promptly, in accordance with the terms of the Offer. On January 24, 2013, Parent issued a press release announcing the completion of the Merger. Copies of these press releases are attached as Exhibit 99.1 and 99.2 hereto and are incorporated by reference herein.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


3.1		Fourth Amended and Restated Articles of Incorporation, dated January 24, 2013

3.2		Second Amended and Restated Bylaws, dated January 24, 2013

20.1		Solicitation/Recommendation Statement on Schedule 14D-9 of Caribou Coffee Company, Inc. (incorporated by reference in its entirety as originally filed with the SEC on December 21, 2012)

20.2		Tender Offer Statement on Schedule TO of Pine Merger Sub, Inc. and JAB Beech Inc. (incorporated by reference in its entirety as originally filed with the SEC on December 21, 2012)

99.1		Press Release issued by JAB Beech Inc. on January 23, 2013 (incorporated by reference to Exhibit a(5)(O) to the Tender Offer Statement on Schedule TO, as amended, filed with the Securities and Exchange Commission by Parent and Purchaser on January 23, 2013)

99.2		Press Release issued by JAB Beech Inc. on January 24, 2013

SIGNATURE

~~Pursuant~~After todue ~~the~~inquiry ~~requirements~~and ofto the ~~Securities~~best ~~Exchange Act~~ of ~~1934,~~my ~~the~~knowledge ~~Registrant~~and ~~has~~belief, ~~duly~~I ~~caused~~certify ~~this~~that ~~report~~the toinformation beset ~~signed~~forth onin ~~its~~this ~~behalf~~statement byis ~~the~~true, ~~undersigned~~complete ~~hereunto~~and ~~duly authorized~~correct.

Date: December 17, 2012


	CARIBOU COFFEE COMPANY, INC.
	(Registrant)

Dated: January 24, 2013	By:	/s/ Dan Lee
	Name:	Dan Lee
	Title:	Senior Vice President, General Counsel and Secretary

~~CARIBOU~~5 ~~COFFEE COMPANY, INC. By: /s/ Dan. E. Lee Dan E. Lee General Counsel and Secretary~~

~~EXHIBIT~~ INDEX TO EXHIBITS

ExhibitNo.		Description
Exhibit Number		Description
2.1		Agreement and Plan of Merger by and between Caribou Coffee Company, Inc., JAB Beech Inc., Pine Merger Sub, Inc. and JAB Holdings BV, dated December 16, 2012.
3.1		Fourth Amended and Restated Articles of Incorporation, dated January 24, 2013
10.1		Caribou Coffee Company, Inc. Severance Plan, dated December 16, 2012.
3.2		Second Amended and Restated Bylaws, dated January 24, 2013
99.1		Press Release dated December 17, 2012.
20.1		Solicitation/Recommendation Statement on Schedule 14D-9 of Caribou Coffee Company, Inc. (incorporated by reference in its entirety as originally filed with the SEC on December 21, 2012)
20.2		Tender Offer Statement on Schedule TO of Pine Merger Sub, Inc. and JAB Beech Inc. (incorporated by reference in its entirety as originally filed with the SEC on December 21, 2012)
99.1		Press Release issued by JAB Beech Inc. on January 23, 2013 (incorporated by reference to Exhibit a(5)(O) to the Tender Offer Statement on Schedule TO, as amended, filed with the Securities and Exchange Commission by Parent and Purchaser on January 23, 2013)
99.2		Press Release issued by JAB Beech Inc. on January 24, 2013

Filing Compare · Caribou Coffee Company, Inc.