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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. 3)
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. 3 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. At the request of the Commission, this
Amendment No. 3 is also being filed to add Boston Ventures Limited Partnership
V ("Boston Ventures LP V") as a signatory to the Schedule 14D-1. Boston
Ventures LP V disclaims that it is a "bidder" for purposes of the Offer. Boston
Ventures LP V is not a party to the Merger Agreement. The items of the
Statement set forth below are hereby amended and supplemented as follows:
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
In light of the Purchaser's waiver of the Minimum Condition to the Offer from
90% to 66 2/3% as set forth in Amendment No. 2 to the Statement and the
possibility, by reason thereof, of a delay in consummation of the Merger, it is
now contemplated, and the reference thereto in Section 10 of the Offer to
Purchse is hereby amended to so reflect, that Thomas J. Russo will be elected
Chairman, President and Chief Executive Officer of the Company following
consummation of the Offer.
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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 3, 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
