UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
_______________________
GARDEN RIDGE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
36541P104
(CUSIP Number)
_______________________
ROBERT M. HIRSH, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
TEL. NO.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
OCTOBER 24, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP NO. 36541P104 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teribe Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 2,084,776
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,084,776
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,084,776
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71% */
14 TYPE OF REPORTING PERSON
CO
__________________
*/Percentage based on 17,810,766 shares shown as outstanding at
September 6, 1996 on the Issuer's Form 10-Q report for its fiscal
quarter ended July 28, 1996.
Page 2 of 8 Pages
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AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 amends the Statement on Schedule 13D, as
previously amended by Amendments No. 1, No. 2 and No. 3 thereto, relating to
the beneficial ownership by Teribe Limited, a British Virgin Islands
international business company ("Teribe"), of shares of Common Stock, par value
$.01 per share, of Garden Ridge Corporation, a Delaware corporation (the
"Company"). Capitalized terms used herein which are not defined herein have
the meanings given to them in the Schedule 13D, as previously amended.
ITEM 1. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety to read as follows:
Teribe acquired 335,000 Shares in the Company's initial public
offering in May 1995. Teribe obtained the funds for the purchase of such
Shares entirely from its own resources.
On August 31, 1995, Teribe acquired beneficial ownership of an
additional 336,442 Shares following the release of such Shares from a
management agreement and the distribution of such Shares to Teribe by two
entities (the "Direct Holders") in which Teribe has an ownership interest.
Prior to such release and distribution, the 336,442 Shares (as well as certain
other Shares of the Company) were subject to a management agreement with Three
Cities Holding Limited (the "management company"). Pursuant to the management
agreement, the management company had the sole right to vote and dispose of
such Shares. On August 31, 1995, certain Shares subject to the management
agreement (including the 336,442 Shares referred to above) were released from
the management agreement for no consideration and were distributed to the
holders of such Shares. Such distribution included the distribution of the
336,442 Shares to the Direct Holders. Such entities subsequently distributed
such Shares to Teribe for no consideration.
Teribe sold an aggregate of 131,442 Shares on various dates in
September, October and November 1995, reducing its beneficial ownership
following such sales to 540,000 Shares.
In March 1996, and effective as of March 22, 1996, an additional
119,795 Shares that were subject to the management agreement and held by the
Direct Holders were released from the management agreement and distributed to
Teribe for no consideration, increasing the number of Shares beneficially owned
by Teribe to 659,795 Shares.
On June 14, 1996, an additional 157,843 Shares subject to the
management agreement and held by the Direct Holders were released from the
management agreement and distributed to Teribe for no consideration, increasing
the number of Shares beneficially owned by Teribe to 817,638 Shares. As a
result of a 2-for-1 stock split that was effected as of June 14, 1996, Teribe
beneficially owned 1,635,276 Shares as of such date.
On various dates in July and August 1996, Teribe acquired on the
open market an aggregate of 105,000 Shares, thereby increasing its beneficial
ownership following such purchases to 1,740,276 Shares.
Between October 21, 1996 and October 24, 1996, Teribe purchased an
additional 344,500 Shares on the open market, increasing its beneficial
ownership to 2,084,776 Shares as of October 24, 1996.
Page 3 of 8 Pages
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Teribe obtained the funds for the purchase of such Shares, as well as for the
purchase of the Shares it acquired in July and August 1996, entirely from its
own resources.
ITEM 4.PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety to read as follows:
The purpose of the acquisition of the Shares by Teribe in the
initial public offering was for investment. Teribe acquired beneficial
ownership of the Shares distributed in August 1995, March 1996 and June 1996,
and the Shares it acquired from July 1996 through October 24, 1996, for
investment and for possible resale from time to time in open market
transactions or otherwise as market conditions warrant.
Except as described above, Teribe has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted
from a National Securities Exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered National Securities
Association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Page 4 of 8 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as follows:
(b) After giving effect to the transactions described in Item
3, as of October 24, 1996 Teribe beneficially owned 2,084,776 (11.71%) of
the outstanding shares of Common Stock of the Company.
(c) Teribe has sole power to vote, direct the vote of, dispose
of or direct the disposition of any and all Shares held by Teribe.
(d) Except as described in Item 3, neither Teribe, nor to the
best knowledge of Teribe, any of the persons listed in Item 2(a) has
effected any transaction in the Common Stock of the Company within the
past 60 days.
(e) Except as set forth in this Item 5, to the best knowledge
of Teribe, none of the persons named in Item 2(a) beneficially owns any
shares of Common Stock of the Company. On the basis of its control,
through an intermediate holding company, of Teribe, the board of
directors of EQ may be deemed to have the ultimate power to direct the
voting or disposition, as well as the application of dividends from, or
the proceeds of the sale of, the Shares owned by Teribe.
(f) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 1 Power of Attorney dated October 15, 1996
Page 5 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: October 28, 1996
TERIBE LIMITED
By: /s/ H. Whitney Wagner
-------------------------
Name: H. Whitney Wagner
Title: Attorney-in-Fact
Page 6 of 8 Pages
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT SEQUENTIAL NO.
1 Power of Attorney dated October
15, 1996
Page 7 of 8 Pages
EXHIBIT 1
TERIBE LIMITED
POWER OF ATTORNEY
Know all men by these presents, that TERIBE LIMITED, a British
Virgin Islands International Business company, does hereby constitute and
appoint J. William Uhrig and H. Whitney Wagner of Three Cities Research,
Inc. at 135 East 57th Street, New York, New York 10022, its Attorney-In-
Fact, with full power, discretion and authority to take on behalf
of TERIBE LIMITED all actions which said Attorney-In-Fact shall in
his sole discretion determine to be appropriate in connection with
the SEC filings, including without limitation (i) the execution of
all agreements, instruments, certificates or other documents required
relating to the Garden Ridge Corp. In addition, TERIBE LIMITED hereby
gives and grants unto said Attorney-In-Fact full power, discretion and
authority to execute all documents, instruments and certificates upon
such terms which said Attorney-In-Fact may determine to be appropriate,
and to take all actions which said Attorney-In-Fact shall determine to be
desirable in connection with the foregoing to the same extent that TERIBE
LIMITED might do or could do by its duly authorized officers if personally
present, and TERIBE LIMITED does hereby confirm, approve and ratify all
that said Attorney-In-Fact or his delegates shall lawfully do or cause
to be done by virtue hereof. This Power of Attorney will expire December
31, 1996.
This instrument may not be changed orally and shall be governed
by and construed in accordance with the laws of the State of New York,
the United States of America.
Dated: October 15, 1996
TERIBE LIMITED
By: /s/ Kurt Sonderegger
---------------------
Kurt Sonderegger
Page 8 of 8 Pages
