SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
[X] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material under Rule 14a-12
GARDEN.COM, INC.
(Name of Registrant as Specified in Its Charter)
Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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GARDEN.COM, INC.
3301 STECK AVENUE
AUSTIN, TEXAS 78757
January 5, 2001
IMPORTANT NOTICE REGARDING
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 15, 2001
Dear Stockholder of Garden.com, Inc.:
You recently received a proxy statement dated December 19, 2000, and proxy
card for the annual meeting of stockholders of Garden.com, Inc., originally
scheduled for January 8, 2001. This notice provides important information
supplementing the proxy statement. We urge you to read and carefully consider
the information presented in this supplement along with the proxy statement.
POSTPONEMENT OF ANNUAL MEETING. The date of the Annual Meeting of
Stockholders of Garden.com, Inc. has been postponed to January 15, 2001. The
meeting will be held on that date at the Company's headquarters located at 3301
Steck Avenue, Austin, Texas 78757, at 11:00 a.m., local time.
SOLICITATION OF OFFERS TO PURCHASE THE COMPANY'S ASSETS. As described
under "Sale of Assets Pursuant to the Plan of Liquidation - Solicitation of
Offers to Purchase the Company's Assets" on page 11 of the proxy statement,
Garden.com has solicited bids from approximately 100 potential buyers of all or
part of its assets. From December 7, 2000 until December 12, 2000 Garden.com
received bids from 46 potential buyers of significant portions of Garden.com's
consumer business assets. Garden.com received 17 offers to purchase its content
assets, which includes Garden.com's rights with respect to certain text,
photographs, graphics and interactive utilities (the "Content Assets").
Garden.com also received 20 offers to purchase Garden.com's rights to its brand,
URL and certain other intangible consumer business assets (the "Brand Assets").
Garden.com is continuing to evaluate bids for its assets other than the Content
Assets and the Brand Assets. From December 7, 2000, until December 22, 2000,
Garden.com conducted preliminary discussions and negotiations with approximately
39 of the potential buyers that had submitted bids for the Content Assets or the
Brand Assets. On December 22, 2000, Garden.com entered into a letter of intent
to sell the Content Assets for a cash payment of $2,000,000, including an
earnest money payment of $500,000 that was paid to Garden.com upon the execution
of the letter of intent. In addition, on December 22, 2000, Garden.com entered
into a letter of intent to sell the Brand Assets for a cash payment of
$2,425,000, including an earnest money payment of $606,250 that was paid to a
third party escrow agent upon the execution of the letter of intent. The
parties with which Garden.com has entered into letters of intent are the two
potential buyers that submitted the highest bids for the specific assets subject
to the respective letters of intent. In each case, Garden.com is entitled to
the earnest money if the potential buyer does not close the relevant transaction
for any reason
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other than the nonfulfillment of any of the conditions set forth in the letters
of intent, which conditions are briefly described below. Each of the letters
of intent also provides:
- for the completion of due diligence by January 4, 2001 in the case of the
letter of intent for the Content Assets and January 5, 2001 in the case of
the letter of intent for the Brand Assets;
- that the respective assets are being purchased "as is, where is"; and
- that neither buyer will assume any liabilities or obligations, except for
liabilities relating to the purchased assets mutually agreed upon by
Garden.com and the other buyer.
Since the execution of the letters of intent, the two potential buyers have
executed non-disclosure agreements to protect the Garden.com confidential
information disclosed to the potential buyers and have been conducting due
diligence on the assets that they propose to purchase. In addition, the legal
representatives of Garden.com and the potential buyers are negotiating
definitive documentation providing for the asset purchases. Garden.com
anticipates that it will enter into a definitive agreement with respect to each
of the proposed asset sales contemplated by the letters of intent either prior
to or shortly after the Annual Meeting and that each of the proposed asset sales
will be completed shortly after the Annual Meeting pursuant to the Plan of
Liquidation more fully described on pages 9 to 16 of the proxy statement.
However, each letter of intent is subject to the satisfaction of a number of
conditions, including satisfactory completion of due diligence by the potential
buyers, the execution of definitive agreements, Garden.com's ability to transfer
the assets to be purchased free and clear of any and all liens, and the receipt
of necessary approvals, if any. Because there are significant conditions
remaining to be satisfied with respect to the proposed asset sales, Garden.com
cannot assure you that either of the proposed asset sales will be consummated
or, if consummated, that the terms of either of the asset sales will be as
presently contemplated.
Even if Garden.com is able to complete both of the pending asset sales as
presently contemplated, Garden.com can make no assurance about the timing or
amount of any distributions to stockholders. Please see the matters described
under "Plan of Liquidation - Risks Related to Liquidation" on pages 12 to 14 of
the proxy statement.
We urge you to read your proxy statement carefully and to return your proxy
voting "FOR" the matters set forth therein. Thank you for your consideration.
Very truly yours,
Jana D. Wilson
Secretary
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