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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. 2)
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
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This Amendment No. 2 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As previously set forth in Section 10 of the Offer to Purchase, the
Purchaser plans to obtain the approximately $17.5 million required by it to
purchase all of the Shares pursuant to the Offer and the Merger through capital
contributions from Parent. Parent plans to obtain such funds from committed
capital of Boston Ventures LP V. The amount of such committed capital is
substantially in excess of $17.5 million, and the aggregate net worth of the
limited partners of Boston Venture LP V expected to make capital contributions
pursuant to such capital commitments is substantially in excess of the amount of
such commitments.
In connection with the Purchaser's waiver of the Minimum Condition,
as set forth in Item 10 below, the Lenders have agreed to extend their waiver of
compliance with certain covenants pursuant to the Bank Standstill Agreement to
the earlier of December 31, 1997 or consummation of the Merger, contingent upon
the Purchaser's purchase of Shares pursuant to the Offer and the investment by
Parent in $7.5 million of Subordinated debt of GRI. The parties intend to
execute the New Credit Agreement as soon as possible following consummation of
the Offer, such New Credit Agreement to be effective upon consummation of the
Merger. In that connection, following consummation of the Offer and prior to
consummation of the Merger, Parent will purchase at least $7.5 million of
subordinated debt of GRI in place of providing the equity infusion of at least
$7.5 million originally required as a condition to the closing of the New Credit
Agreement, as provided in the Bank Letter of Intent.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The reference in Section 12 of the Offer to Purchase to the infusion
of at least $7.5 million of additional equity capital following consummation of
the Offer is hereby amended to refer to the purchase of at least $7.5 million of
subordinated debt, as described in Item 4 above.
ITEM 10. ADDITIONAL INFORMATION.
(b), (c), (f) The information set forth in the press release dated September 29,
1997, attached hereto as Exhibit (a)(11), is incorporated herein by reference.
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Notwithstanding anything to the contrary in the Offer, if a
condition to the Offer is not satisfied or waived on or prior to the Expiration
Date, the Purchaser will either extend or terminate the Offer, and, if a
condition is waived, the Purchaser will extend the Offer to the extent required
under applicable law and the rules and regulations of the Commission.
The condition in paragraph (ix) of Section 14 of the Offer to
Purchase, referenced in Section 16 of the Offer to Purchase under "Alcoholic
Beverages Regulation", requiring that Parent and the Purchaser shall have
obtained continuing assurances from the appropriate authority in each of the
Commonwealth of Massachusetts, State of New York and State of Ohio, or otherwise
made satisfactory arrangements with such authorities, that there is no legal
impediment to their obtaining control of the Company under such Commonwealth's
or State's tied-house statute, is intended to require only that such assurances
be continuing on the Expiration Date.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release dated September 29, 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.
September 29, 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
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EXHIBIT (a)(11)
PRESS RELEASE
Boston, Mass., September 29, 1997 -- GRR Merger Corp. announced that
it has waived from 90% to 66 2/3% the minimum condition to its offer to purchase
all outstanding shares of common stock of Ground Round Restaurants, Inc. (Nasdaq
NMS: GRXR), and will now, subject to the other terms and conditions of the
offer, purchase all shares validly tendered and not withdrawn by the expiration
date of the offer if such shares, together with the 554,900 shares owned by its
parent, GRR Holdings LLC, represent at least 66 2/3% of the outstanding shares.
As a result of such waiver, if shares representing, together with the shares
held by GRR Holdings, less than 90% of the outstanding shares are purchased, and
GRR Merger Corp. does not otherwise acquire sufficient shares to consummate the
merger of GRR Merger Corp. into Ground Round without a stockholder vote
pursuant to the "short form" merger provisions of applicable New York law, then
GRR Holdings and GRR Merger Corp. will have the ability to approve the merger
upon a vote of shareholders, after the filing and distribution of a proxy
statement under applicable law, without the affirmative vote of any other
shareholders of Ground Round.
In connection with the above waiver of the minimum condition to 66
2/3%, GRR Merger Corp. announced that Ground Round's lenders had agreed to
extend their waiver of compliance with certain covenants pursuant to their
current standstill agreement under the existing credit agreement with Ground
Round to the earlier of December 31, 1997, or consummation of the merger
contingent upon the
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consummation of the tender offer and the investment by GRR Holdings LLC in $7.5
million of subordinated debt of Ground Round's operating subsidiary, The Ground
Round, Inc..
GRR Merger Corp. also announced that the waiting period applicable
to the tender offer under the Hart-Scott-Rodino Antitrust Improvements Act of
1979 had terminated on September 27th, and that it had received the approvals
required to be obtained prior to consummation of the tender offer from the
relevant alcoholic beverage authorities in Connecticut, Kentucky, and Missouri.
The Purchaser is 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
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awaiting action by the Massachusetts legislature with respect to pending
legislation to resolve issues existing under the Massachusetts tied-house
statute. If such arrangements are completed, and such legislation enacted prior
to the close of business on October 3, 1997, GRR Merger Corp. expects that the
conditions to its tender offer with respect to liquor license approvals and
non-applicability of tied-house statutes will be satisfied at the expiration of
the offer, currently scheduled for 12 midnight, New York City time, on Friday,
October 3rd.
