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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. 9)
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. 9 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"). The items of the Statement
set forth below are hereby amended and supplemented as follows:
ITEM 10. ADDITIONAL INFORMATION.
(b),(f) On October 17, 1997, the Purchaser issued a press release announcing
the extension of the Offer until 4:00 p.m., New York City time, on October 17,
1997, unless further extended. The information set forth in the press release,
attached hereto as Exhibit (a)(17), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(17) Press Release dated October 17, 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 17, 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)(17)
FOR IMMEDIATE RELEASE:
GRR MERGER CORP. ANNOUNCES FURTHER EXTENSION OF
TENDER OFFER FOR GROUND ROUND RESTAURANTS, INC.
Boston, Mass., October 17, 1997 -- GRR Merger Corp. announced that
its tender offer for all outstanding shares of common stock of Ground Round
Restaurants, Inc. (Nasdaq NMS: GRXR) has been extended and will now expire at
4:00 p.m., New York City time, today, October 17, 1997, unless further extended.
According to the preliminary report of the depositary for the offer,
8,771,143 shares, which, together with the 554,900 shares owned by GRR Merger
Corp.'s parent, constitute approximately 83% of the outstanding shares, were
tendered prior to 6:00 p.m., New York City time, on October 16, 1997, the
previous expiration date of the tender offer. Of the shares tendered, 11,761
shares were tendered by guaranteed delivery.
GRR Merger Corp. announced that legislation in Massachusetts to
resolve issues which existed under the Massachusetts tied-house statute has been
enacted and is now in effect. In light of such enactment, GRR Merger Corp.
expects to complete today 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.
