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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. 8)
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. 8 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 15, 1997, the Purchaser issued a press release
announcing the extension of the Offer until 6:00 p.m., New York City time, on
October 16, 1997, unless further extended. The information set forth in the
press release, attached hereto as Exhibit (a)(16), is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(16) Press Release dated October 15, 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 15, 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)(16)
FOR IMMEDIATE RELEASE:
GRR MERGER CORP. ANNOUNCES FURTHER EXTENSION OF
TENDER OFFER FOR GROUND ROUND RESTAURANTS, INC.
Boston, Mass., October 15, 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 Thursday, October 16, 1997, unless further
extended.
According to the preliminary report of the depositary for the
offer, 8,747,675 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 14, 1997, the
previous expiration date of the tender offer. Of the shares tendered, 8,705
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
enactment of legislation in Massachusetts to resolve issues existing under the
Massachusetts tied-house statute. GRR Merger Corp. announced that such
legislation has now been approved by both the Senate and the House of
Representatives and is awaiting the completion of certain administrative
procedures and the governor's signature, which are expected to occur on or
before Thursday, October 16th.
