<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------------------
(AMENDMENT NO. 1)
GROUND ROUND RESTAURANTS, INC.
(Name of Subject Company)
GRR MERGER CORP.
GRR HOLDINGS, LLC
(Bidders)
Common Stock par value $.16 2/3 per share
(Title of Class of Securities)
399427 10 3
(Cusip Number of Class of Securities)
-------------------------------
Barbara M. Ginader
GRR Merger Corp.
21 Custom House Street
Boston, MA 02110
(617) 737-3700
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and
Communications on Behalf of Bidders)
----------------------------------
Copy to:
Erica H. Steinberger, Esq.
Latham & Watkins
885 Third Avenue
New York, NY 10022
<PAGE> 2
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed on September 8, 1997 (the "Statement") with
respect to the tender offer by GRR Merger Corp., a New York corporation (the
"Purchaser") and a wholly owned subsidiary of GRR Holdings, LLC, a Delaware
limited liability company ("Parent"), to purchase all outstanding shares of
common stock, par value $.16 2/3 per share (the "Shares"), of Ground Round
Restaurants, Inc., a New York corporation (the "Company"), at a purchase price
of $1.65 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated September 8, 1997 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as the same may be amended or supplemented from time to
time, collectively constitute the "Offer"). The items of the Statement set forth
below are hereby amended and supplemented as follows:
ITEM 10. ADDITIONAL INFORMATION.
(f) The information set forth in the press release dated September 16, 1997,
attached hereto as Exhibit (a)(10), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release dated September 16, 1997.
<PAGE> 3
SIGNATURE
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.
September 16, 1997
GRR HOLDINGS, LLC
By: Boston Ventures Limited Partnership V,
its Managing Member
By: Boston Ventures Company V, L.L.C.,
its General Partner
By: /s/ Barbara M. Ginader
--------------------------------
Name: Barbara M. Ginader
Title: Managing Director
GRR MERGER CORP.
By: /s/ Barbara M. Ginader
--------------------------------
Name: Barbara M. Ginader
Title: President
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
99.a.10 Press Release dated September 16, 1997.
<PAGE> 1
EXHIBIT (a)(10)
PRESS RELEASE
Boston, Mass., September 16, 1997 -- GRR Merger Corp.
announced that the Notification and Report Form required by the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act"),
with regard to its tender offer for all outstanding shares of Ground Round
Restaurants, Inc. (Nasdaq NMS: GRXR), was filed by its "ultimate parent entity"
on September 12, 1997. As a result, the 15 day waiting period applicable to the
tender offer under the HSR Act will expire at 11:59 P.M. on Saturday, September
27, 1997, unless early termination is granted or a request for additional
information is issued.
GRR Merger Corp. also announced that it has now been advised by the
relevant alcoholic beverage authorities in Illinois, Indiana, Kentucky,
Maryland, Minnesota and New Hampshire that no regulatory approvals are required
from such authorities prior to consummation of the tender offer.
