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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. 7)
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. 7 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 10, 1997, the Purchaser issued a press release announcing
the extension of the Offer until 6:00 p.m., New York City time, on October 14,
1997, unless further extended. The information set forth in the press release,
attached hereto as Exhibit (a)(15), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Press Release dated October 10, 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 10, 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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L&W DRAFT
EXHIBIT (a)(15)
FOR IMMEDIATE RELEASE:
GRR MERGER CORP. ANNOUNCES FURTHER EXTENSION OF
TENDER OFFER FOR GROUND ROUND RESTAURANTS, INC.
Boston, Mass., October 10, 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
6:00 p.m., New York City time, on Tuesday, October 14, 1997, unless further
extended.
According to the preliminary report of the depositary for the offer,
8,687,599 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 9, 1997, the
previous expiration date of the tender offer. Of the shares tendered,
approximately 25,405 shares were tendered by guaranteed delivery.
GRR Merger Corp. 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 awaiting action
by the Massachusetts legislature with respect to pending legislation to resolve
issues existing under the Massachusetts tied-house statute. Yesterday, GRR
Merger Corp. announced that legislation to resolve issues existing under the
Massachusetts tied-house statute had been unanimously approved by the Joint
Committee of Government Regulations and unanimously approved by the Senate and
was awaiting action by the House of Representatives.
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GRR Merger Corp. announced that it has been advised that a vote in the House of
Representatives, originally anticipated yesterday, is now anticipated to occur
at the next scheduled session of the House on Tuesday, October 14, 1997.
