UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
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GARDEN RIDGE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
36541P104
(CUSIP Number)
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MARK S. BERGMAN, 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)
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JULY 31, 1998
(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 [ ].
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>
SCHEDULE 13D
CUSIP NO. 36541P104 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quilvest American Equity Ltd (formerly 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 2,296,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,296,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.72% */
14 TYPE OF REPORTING PERSON
CO
*/ Percentage based on 18,056,357 shares shown as outstanding at June
5, 1998 on the Issuer's Form 10-Q report for its fiscal quarter ended April 26,
1998.
Page 2 of 7 Pages
<PAGE>
Amendment No. 5 to Schedule 13D
This Amendment No. 5 amends the Statement on Schedule 13D, as
previously amended by Amendments No. 1, No. 2, No. 3 and No. 4 thereto, relating
to the beneficial ownership by Quilvest American Equity Ltd. (formerly known as
Teribe Limited), a British Virgin Islands international business company
("QAE"), of shares of Common Stock, par value $.01 per share (the "Shares"), 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety to read as follows:
QAE acquired 335,000 Shares in the Company's initial public offering in
May 1995. QAE obtained the funds for the purchase of such Shares entirely from
its own resources.
On August 31, 1995, QAE 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 QAE by two entities (the "Direct
Holders") in which QAE 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 QAE for no
consideration.
QAE 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
QAE for no consideration, increasing the number of Shares beneficially owned by
QAE 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 QAE for no consideration, increasing the
number of Shares beneficially owned by QAE to 817,638 Shares. As a result of a
2-for-1 stock split that was effected as of June 14, 1996, QAE beneficially
owned 1,635,276 Shares as of such date.
On various dates in July and August 1996, QAE 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, QAE purchased an
additional 344,500 Shares on the open market.
Page 3 of 7 Pages
<PAGE>
Between July 14, 1998 and July 31, 1998, QAE purchased an additional
186,000 Shares on the open market, increasing its beneficial ownership to
2,296,000 Shares as of July 31, 1998. QAE obtained the funds for the purchase of
such Shares, as well as for the purchase of the Shares it acquired from July
through October 24, 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 QAE in the initial
public offering was for investment. QAE 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 and in July 1998, for
investment and for possible resale from time to time in open market transactions
or otherwise as market conditions warrant.
Except as described above, QAE 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 7 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) After giving effect to the transactions described in Item 3, as of
July 31, 1998 QAE beneficially owned 2,296,000 (12.72%) of the outstanding
shares of Common Stock of the Company.
(b) QAE has sole power to vote, direct the vote of, dispose of or
direct the disposition of any and all Shares held by QAE.
(c) Except as described in Item 3, to the best knowledge of QAE, none
of the persons, other than QAE, listed in Item 2(a) has effected any transaction
in the Common Stock of the Company within the past 60 days. In the last 60 days,
QAE purchased or otherwise acquired Shares on the dates, in the amounts and at
the prices set forth on Exhibit B attached hereto and incorporated by reference
herein. Except where noted, all of such purchases were made on the open market.
(d) Except as set forth in this Item 5, to the best knowledge of QAE,
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 QAE, the board of directors of Quilvest (formerly known as
Enterprise Quilmes, S.A.) 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 QAE.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description of Exhibit
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Exhibit B Transactions in Common Stock
Page 5 of 7 Pages
<PAGE>
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: August 4, 1998
QUILVEST AMERICAN EQUITY LTD.
By: /s/ Kurt Sonderegger
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Name: Kurt Sonderegger
Title: Director
Page 6 of 7 Pages
EXHIBIT B
Transactions in Common Stock of the Company within Last 60 Days
Trade Dates No. Of Shares Cost Per Share Type
- ----------- Purchased/Sold -------------- ----
--------------
7/14/98 20,000 $16.4531 P
7/14/98 20,000 $16.5000 P
7/16/98 20,000 $16.625 P
7/20/98 10,000 $16.00 P
7/21/98 50,000 $12.50 P
7/22/98 20,000 $13.75 P
7/23/98 30,000 $14.50 P
7/31/98 16,000 $14.50 P
Page 7 of 7 Pages
