UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1 )*
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GARDEN RIDGE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
36541P104
(CUSIP Number)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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 5 pages
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SCHEDULE 13G
CUSIP NO. 36541P104 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Cities Holding Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5 SOLE VOTING POWER
NUMBER OF 337,342
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
12,734
7 SOLE DISPOSITIVE POWER
337,342
8 SHARED DISPOSITIVE POWER
12,734
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,076
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/1/
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%*
12 TYPE OF REPORTING PERSON/1/
CO
* PERCENTAGE BASED ON 17,830,764 SHARES SHOWN AS OUTSTANDING AT DECEMBER 9,
1996 ON THE ISSUER'S FORM 10-Q REPORT FOR ITS FISCAL QUARTER ENDED OCTOBER
27, 1996.
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/1/ SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
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Garden Ridge Corporation
Item 1(b). Address of Issuer's Principal Executive
Offices:
---------------------------------------
19411 Atrium Place, Suite 170
Houston, Texas 77084
Item 2(a). Name of Person Filing:
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Three Cities Holding Limited ("TCH")
Item 2(b). Address of Principal Business Office or, if
none, Residence:
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c/o Three Cities Research, Inc.
135 East 57th Street
New York, New York 10022
Item 2(c). Citizenship:
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British Virgin Islands
Item 2(d). Title of Class of Securities:
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Common Stock, par value $.01 per share
("Common Stock")
Item 2(e). CUSIP Number:
36541P104
Item 3. If this statement is filed pursuant to
Rules 13d-1(b), or 13d-2(b), check whether
the person filing is a:
------------------------------------------
This statement is not filed pursuant to
Rule 13d-1(b) or 13d-2(b).
Page 3 of 5 pages
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Item 4. Ownership:
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As of December 31, 1996, the percentage of the Common Stock
owned by TCH was less than five percent (see Item 5 below).
Item 5. Ownership of Five Percent or Less of a
Class:
--------------------------------------
[X] This statement is being filed to report the fact that as
of December 31, 1996 and as of the date hereof TCH has ceased
to be the beneficial owner of more than five percent of the
Common Stock.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person:
--------------------------------------
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
-------------------------------------------------------------
Not applicable
Item 8. Identification and Classification of
Members of the Group:
------------------------------------
Not applicable
Item 9. Notice of Dissolution of Group:
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Not applicable
Item 10. Certification:
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Not applicable
Page 4 of 5 pages
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SIGNATURE
After reasonable 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.
Date: February 14, 1997
THREE CITIES HOLDING LIMITED
By: /s/ H. Whitney Wagner
--------------------------------
Name:
Title:
Page 5 of 5 pages
