AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1997.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
JUNE 4, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
GARDEN RIDGE CORPORATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
TEXAS 0-24442 13-3671679
STATE OF INCORPORATION OR COMMISSION FILE NUMBER I.R.S. EMPLOYER
ORGANIZATION IDENTIFICATION NO.
19411 ATRIUM PLACE, SUITE 170
HOUSTON, TEXAS
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
77084-6094
(ZIP CODE)
(281) 579-7901
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
NOT APPLICABLE.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
NOT APPLICABLE.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On June 3, 1997, the Board of Directors of Garden Ridge Corporation (the
"Company"), authorized the issuance of one preferred share purchase right (a
"Right") with respect to each outstanding share of common stock, par value of
one cent ($0.01) (the "Common Shares"), of the Company to the holders of record
of Common Shares on June 17, 1997. Each Right entitles the registered holder to
purchase from the Company one Unit (as such term is defined in the Rights
Agreement, initially being one one-thousandth (1/1000th)) of a Series A Junior
Participating Preferred Share ("Preferred Share") at a price of $50.00 per Unit
of a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated June 4, 1997, between the Company and Chase Mellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to all
Common Share certificates representing outstanding shares and no separate Right
Certificate will be distributed. The Rights will separate from the Common Shares
and a Distribution Date (as defined in the Rights Agreement) will occur upon the
earlier of (i) 10 Business Days following a public announcement that a Person or
group of affiliated or associated Persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding Voting Shares (as defined
in the Rights Agreement) of the Company, or (ii) 10 Business Days following the
commencement or announcement of an intention to commence a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a Person or group of 15% or more of such outstanding Voting Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced by the certificates representing such
Common Shares, (ii) the Rights will be transferred with and only with the Common
Shares, (iii) new Common Share certificates issued after June 17, 1997, upon
transfer or new issuance of the Common Shares will contain a
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notation incorporating the Rights Agreement by reference, and (iv) the surrender
for transfer of any certificates for Common Shares outstanding as of June 17,
1997, even without such notation, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 3, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
If an Acquiring Person were to acquire 15% or more of the Voting Shares of
the Company (20% or more with respect to Teribe Limited, a British Virgin
Islands international business company), each Right then outstanding (other than
Rights beneficially owned by the Acquiring Person which would become null and
void) would become a right to buy that number of Preferred Shares that at the
time of such acquisition would have a market value of two times the Purchase
Price of the Right. If, however, the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an Acquiring
Person, has become such inadvertently, and such Person divests a sufficient
number of Voting Shares by such deadline as the Board of Directors shall set,
then such Person shall not be deemed to be an Acquiring Person for any purposes
of this Agreement.
If the Company is acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price of the Right.
Upon exercise of a Right, the Company will have the option to sell Common
Shares of the Company having a market value equal to the Preferred Shares that
would be purchased upon exercise of a Right, instead of selling Preferred Shares
of the Company.
REGISTRATION AND LISTING OF COMMON SHARES. The offer and sale of the
Preferred Shares or other securities issuable upon exercise of the Rights will
be registered with the Securities and Exchange Commission but such registration
will not be effective until the Rights become exercisable. As described above,
however, the Rights will not be transferable separately from the Common Shares
until the Distribution Date.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of Preferred Shares or
other securities or property issuable upon exercise of the Rights, and the
Purchase Price payable, are subject to customary adjustments from time to time
to prevent dilution.
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The number of outstanding Rights and the number of Preferred Shares or
other securities issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
EXCHANGE OPTION. At any time after the acquisition by a Person or group of
affiliated or associated Persons of beneficial ownership of 15% or more of the
outstanding Voting Shares of the Company and before the acquisition by a Person
or group of 50% or more of the outstanding Voting Shares of the Company, the
Board of Directors may, at its option, issue Common Shares of the Company in
mandatory redemption of, or in exchange for, all or part of the then outstanding
exercisable Rights (other than Rights owned by such Acquiring Person or group
which would become null and void) at an exchange ratio of one Common Share for
each Preferred Share for which each Right is then exercisable, subject to
adjustment.
REDEMPTION OF RIGHTS. At any time prior to the first public announcement
that a Person or group has become the beneficial owner of 15% or more of the
outstanding Voting Shares, the Board of Directors of the Company may redeem all,
but not less than all, of the then outstanding Rights at a price of $0.01 per
Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
NO RIGHTS AS STOCKHOLDER. Until a Right is exercised, the holder thereof,
as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
including amendment to extend the Final Expiration Date, and, provided a
Distribution Date has occurred, to extend the period during which the Rights may
be redeemed, except that after the Distribution Date no such amendment may
materially and adversely affect the interests of holders of the Rights.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A thereto the form
of Right Certificate, is attached as Exhibit 1 to the Form 8-A filed by the
Company on June 10, 1997, and is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement and the exhibits thereto.
Capitalized terms in this description are defined in the Rights Agreement.
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ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Rights Agreement dated as of June 4, 1997 between the Company and
Chase Mellon Shareholder Services, L.L.C., as Rights Agent, which
includes as EXHIBIT A the Form of Right Certificate, as EXHIBIT B
the Form of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, and as EXHIBIT C the
Summary of Rights to Purchase Preferred Stock. (Incorporated by
reference to Form 8-A filed by the Company on June 10, 1997, which
includes as Exhibit 1 the Rights Agreement.)
2 Press release dated June 10, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GARDEN RIDGE CORPORATION
Dated: June 17, 1997
By: /S/ JANE L. ARBUTHNOT
Jane L. Arbuthnot
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Rights Agreement dated as of June 4, 1997 between the Company and
Chase Mellon Shareholder Services, L.L.C., as Rights Agent, which
includes as EXHIBIT A the Form of Right Certificate, as EXHIBIT B
the Form of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, and as EXHIBIT C the
Summary of Rights to Purchase Preferred Stock. (Incorporated by
reference to Form 8-A filed by the Company on June 10, 1997, which
includes as Exhibit 1 the Rights Agreement.)
2 Press release dated June 10, 1997.
[GARDEN RIDGE LETTERHEAD]
FOR IMMEDIATE RELEASE
GARDEN RIDGE CORPORATION
ADOPTS STOCKHOLDER RIGHTS PLAN
HOUSTON, TEXAS -- June 10, 1997 -- Garden Ridge Corporation (NASDAQ: GRDG) today
announced that its Board of Directors has adopted a stockholder rights plan.
The newly adopted stockholder rights plan is designed to protect the
stockholders against efforts to acquire the company for less than its full
value. The plan does not prevent a takeover, nor has it been adopted in response
to any specific effort to acquire control of the company.
"This plan is an important tool to enable stockholders to realize the long-term
value of their investments and to enable the Board of Directors to serve the
interests of all stockholders," said Armand Shapiro, Chairman of the Board.
Under the plan, each stockholder of record at the close of business on June 17,
1997 will receive one Preferred Share Purchase Right ("Right") for each share of
common stock held. The Rights expire on June 3, 2007.
Each Right initially entitles the Stockholder to purchase one one-thousandth of
a Series A Junior Participating Preferred Share for $50. Each Preferred Share
has terms designed to make it essentially equivalent to one thousand common
shares. The rights will become exercisable only in the event a person or group
acquires 15% or more of the Company's common stock or commences a tender or
exchange offer which, if consummated, would result in that person or group
owning 15% or more of the Company's common stock.
If a person or group acquires a 15% or more position in the Company, each Right
(except those held by the acquiring party) will then entitle its holder to
purchase, at the exercise price, Preferred Shares having a value of twice the
exercise price. The effect will be to entitle the holder to buy the Preferred
Shares at 50% of the market price.
Also, if the Company is acquired in a merger or other business combination
transaction, each Right would then entitle its holder to purchase common stock
of the acquiring company having a value of twice the exercise price. The effect
will be to entitle the Garden Ridge Corporation stockholder to buy stock in the
acquiring company at 50% of the market price.
The Company may redeem the Rights at $0.01 per Right at any time on or prior to
the tenth business day following the acquisition of 15% or more of its common
stock by a person or group or commencement of a tender offer for 15% or more of
the Company's common stock.
Details of the Stockholder Rights plan are outlined in a letter that will be
mailed to all stockholders.
Garden Ridge is The Home Decor Marketplace. The Company's product categories
include floral (silk and dried flowers), housewares, seasonal, pictures and
frames, party supplies, pottery, crafts, candles, home accents and baskets. The
Company currently operates 20 megastores in Texas, Florida, Georgia, Kentucky,
Missouri, North Carolina, Oklahoma, South Carolina, Tennessee and Virginia.
For more information contact: Jane Arbuthnot
Chief Financial Officer
281/579-7901, ext.205
