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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. 10--FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
GRR Merger Corp. 04-3383946
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(2) Check the Appropriate Box if a Member of the Group
(a)
---------------------------------
(b)
---------------------------------
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds
AF
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(5) [ ] Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting Person
8,769,552 (excluding shares tendered by guaranteed delivery)
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(8) [ ]Check if the Aggregate Amount in Row (7) Excludes Certain Shares
- --------------------------------------------------------------------------------
(9) Percent of Class Represented by Amount in Row (7)
78.5% (excluding shares tendered by guaranteed delivery)
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(10) Type of Reporting Person
CO
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- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
GRR Holdings, LLC 04-3383947
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of the Group
(a)
---------------------------------
(b)
---------------------------------
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds
OO
- --------------------------------------------------------------------------------
(5) [ ] Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
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(7) Aggregate Amount Beneficially Owned by Each Reporting Person
9,324,452 (excluding shares tendered by guaranteed delivery)
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(8) [ ]Check if the Aggregate Amount in Row (7) Excludes Certain Shares
- --------------------------------------------------------------------------------
(9) Percent of Class Represented by Amount in Row (7)
83.5% (excluding shares tendered by guaranteed delivery)
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(10) Type of Reporting Person
HC
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This Amendment No. 10 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"). Pursuant to Instruction D to
Schedule 14D-1, this Amendment No. 10 (the "Final Amendment") constitutes the
final amendment to the Statement. The Final Amendment also constitutes the
Statement on Schedule 13D of the Purchaser and Parent. 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 AND OTHER CONSIDERATION.
Pursuant to the Merger Agreement, effective on October 20, 1997,
Messrs. Daniel R. Scoggin, Stephen J. Kiel, Christian R. Guntner, and James R.
Olson resigned as directors of the Company and Martha H.W. Crowninshield,
Barbara M. Ginader, Thomas J. Russo, and Neil A. Wallack were elected to serve
as directors of the Company until their successors are elected and qualified.
The Board of Directors thereafter elected Thomas J. Russo Chairman, Chief
Executive Officer and President of the Company.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 6:00 p.m., New York City time, on Friday, October
17, 1997. Pursuant to the Offer, based upon a preliminary report from the
depositary, the Purchaser accepted for payment 8,769,552 Shares tendered by
physical delivery and 11,761 Shares tendered by guaranteed delivery. As a result
of consummation of the Offer, excluding Shares tendered by guaranteed delivery,
as to which the tendering holders have three NASDAQ National Market trading days
to submit certificates for, or to effect book-entry transfer of, such Shares,
the Purchaser presently owns 8,769,552 Shares, which, together with 554,900
Shares owned by Parent, represent approximately 83.5% of the Shares currently
outstanding.
Pursuant to the Merger Agreement, the Purchaser intends to merge with
and into the Company. In connection with the Merger, each issued and outstanding
Share (other than Shares owned by the Parent, the Purchaser or any other
wholly-owned subsidiary of Parent, Shares with respect to which dissenters'
rights have been demanded and perfected in accordance with applicable New York
law, and any Shares held in the treasury of the Company or by any subsidiary of
the Company) shall be converted into and represent the right to receive $1.65 in
cash.
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The information set forth in the press release issued by Parent on
October 20, 1997, filed as exhibit (a)(18) to the Statement, is incorporated
herein by reference, provided, however, that the number of Shares stated as
tendered and accepted for payment is superseded by a revised number from the
depositary as set forth above.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(18) Press Release dated October 20, 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 20, 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
BOSTON VENTURES LIMITED PARTNERSHIP V
By: Boston Ventures Company V, L.L.C.,
its General Partner
By: /s/ Barbara M. Ginader
---------------------------------------
Name: Barbara M. Ginader
Title: Managing Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
(a)(1) Offer to Purchase. *
(a)(2) Letter of Transmittal. *
(a)(3) Notice of Guaranteed Delivery. *
(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and
Other Nominees. *
(a)(5) Letter to Clients for use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees. *
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. *
(a)(7) Text of Press Release dated September 2, 1997. *
(a)(8) Text of Press Release dated September 8, 1997. *
(a)(9) Summary Advertisement dated September 8, 1997. *
(a)(10) Text of Press Release dated September 16, 1997. *
(a)(11) Text of Press Release dated September 29, 1997. *
(a)(12) Press Release dated October 6, 1997. *
(a)(13) Press Release dated October 7, 1997. *
(a)(14) Press Release dated October 8, 1997. *
(a)(15) Press Release dated October 10, 1997. *
(a)(16) Press Release dated October 15, 1997. *
(a)(17) Press Release dated October 17, 1997. *
(a)(18) Press Release dated October 20, 1997. 7
(b) None.
(c)(1) Agreement and Plan of Merger dated as of August 29, 1997,
among Parent, the Purchaser and the Company. *
(c)(2) Shareholder Agreement dated as of August 29, 1997, among Parent,
the Purchaser, Christian R. Guntner and David T. DiPasquale.. *
(d) None.
(e) Not Applicable.
(f) None.
</TABLE>
*Previously filed.
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EXHIBIT (a)(18)
PRESS RELEASE
Boston, Mass., October 20, 1997 -- GRR Merger Corp., a company
formed by Boston Ventures, announced that, based upon a preliminary report from
the depositary, it had accepted for payment 8,764,552 shares tendered (including
11,671 shares tendered by guaranteed delivery) pursuant to its tender offer for
all outstanding shares of Ground Round Restaurants, Inc. (Nasdaq NMS: GRXR) at a
price of $1.65 net to the seller in cash. The tender offer expired at 6:00 p.m.,
New York City time, on Friday, October 17, 1997.
As a result of consummation of the offer, excluding shares
tendered by guaranteed delivery, as to which the tendering holders have three
NASDAQ National Market trading days to submit certificates for, or to effect
book-entry transfer of, such shares, GRR Merger Corp. presently owns 8,764,552
shares of Ground Round common stock, which, together with 554,900 shares owned
by its parent, represent approximately 83.4% of the shares currently
outstanding.
Pursuant to a merger agreement with Ground Round, GRR Merger
Corp. will be merged into Ground Round and each issued and outstanding share,
(other than shares owned by GRR Merger Corp. or its parent, shares owned by
persons who perfect dissenters' rights and shares held in the treasury of Ground
Round) will be converted into the right to receive $1.65 in cash.
Boston Ventures is a private investment partnership which
focuses its investments in the service sector of the economy with an emphasis on
the communications, media, and leisure time markets.
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Ground Round operates 121 and franchises 41 full-service,
casual dining restaurants in the Northeast, Mid-Atlantic and Midwest regions of
the United States.
