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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. 4)
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)
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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)
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Copy to:
Erica H. Steinberger, Esq.
Latham & Watkins
885 Third Avenue
New York, NY 10022
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This Amendment No. 4 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed on September 8, 1997, as previously
amended (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"). Capitalized terms not
otherwise defined herein have their meanings as set forth in the Offer to
Purchase. The items of the Statement set forth below are hereby amended and
supplemented as follows:
ITEM 10. ADDITIONAL INFORMATION.
(b), (f) On October 6, 1997, the Purchaser issued a press release announcing the
extension of the Offer until 6:00 p.m., New York City time, on October 6, 1997,
unless further extended. The information set forth in the press release,
attached hereto as Exhibit (a)(12), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press Release dated October 6, 1997.
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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.
October 6, 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
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Name: Barbara M. Ginader
Title: Managing Director
GRR MERGER CORP.
By: /s/ Barbara M. Ginader
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Name: Barbara M. Ginader
Title: President
BOSTON VENTURES LIMITED PARTNERSHIP V
By: Boston Ventures Company V, L.L.C.,
its General Partner
By: /s/ Barbara M. Ginader
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Name: Barbara M. Ginader
Title: Managing Director
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EXHIBIT (a)(12)
FOR IMMEDIATE RELEASE:
GRR MERGER CORP. ANNOUNCES EXTENSION OF
TENDER OFFER FOR GROUND ROUND RESTAURANTS, INC.
Boston, Mass., October 6, 1997 -- GRR Merger Corp. announced that
the condition to its tender offer for all outstanding shares of common stock of
Ground Round Restaurants, Inc. (Nasdaq NMS: GRXR), with respect to liquor
license approvals and non-applicability of tied-house statutes has not yet been
satisfied, and that it had extended the offer. The offer will now expire at 6:00
p.m., New York City time, today, October 6, 1997, unless further extended.
According to the preliminary report of the depositary for the offer,
8,396,061 shares, which, together with the 554,900 shares owned by GRR Merger
Corp.'s parent, constitute approximately 80% of the outstanding shares, were
tendered prior to 12 midnight, New York City time, on October 3, 1997, the
initial expiration date of the tender offer. Of the shares tendered,
approximately 11,567 shares were tendered by guaranteed delivery.
GRR Merger Corp. is still seeking to enter into satisfactory
arrangements with the applicable authorities in Massachusetts to allow liquor
licenses held by Ground Round, the transfer of which is subject to approvals by
such authorities, to continue in full force and effect following consummation of
the offer and the merger pending receipt of such approvals, and is awaiting
action by the Massachusetts legislature with respect to pending legislation to
resolve issues existing under the Massachusetts tied-house statute.
