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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
GARDEN RIDGE CORPORATION
(Name of the Issuer)
GR ACQUISITION CORPORATION
GRDG HOLDINGS LLC
THREE CITIES FUND II, L.P.
THREE CITIES OFFSHORE II C.V.
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
36541P104 - COMMON STOCK
(CUSIP Number of Class of Securities)
J. WILLIAM UHRIG
GR ACQUISITION CORPORATION
C/O THREE CITIES RESEARCH, INC.
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 605-3217
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with a copy to:
DAVID W. BERNSTEIN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166-0153
TELEPHONE: (212) 878-8342
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934
b. / / The filing of a registration statement under the Securities
Exchange Act of 1933.
c. /X/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. / /
Calculation of Filing Fee
Transaction Value - $128,554,015 (1) Filing Fee - $25,711
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount previously paid: $25,711 Filing parties: GR Acquisition Corporation
GRDG Holdings LLC
Three Cities Funds II, L.P.
Three Cities Offshore II C.V.
Form or registration no.: 14D-1 Date filed: November 23, 1999.
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1 Transaction Value based upon the tender of the 11,178,610 shares of Garden
Ridge Corporation Common Stock not owned by the Purchaser and the Three
Cities Funds at $11.50 per share.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The issuer of the class of equity security which is the subject of
the Rule 13e-3 transaction is Garden Ridge Corporation, a Delaware corporation
(the "Company"). The address of the Company's principal executive offices is
19411 Atrium Place, Suite 170, Houston, Texas 77084.
(b) The title of the securities which are subject of the Rule 13e-3
transaction is common stock, par value $0.01 per share ("Common Stock"). The
number of shares of Common Stock which were outstanding on November 22, 1999 was
16,176,800. The approximate number of holders of record of the Common Stock on
November 22, 1999 was 145.
(c) The principal market in which the Common Stock is traded is the
Nasdaq National Market. The information in Section 12 ("Price Range of Shares")
of the Offer to Purchase which is Exhibit (d)(2) of this Statement (the "Offer
to Purchase") is incorporated by reference.
(d) Insofar as GR Acquisition Corporation (the "Purchaser"), GRDG
Holdings LLC ("GRDG Holdings"), Three Cities Fund II, L.P. and Three Cities
Offshore II C.V. (the "Three Cities Funds") are aware, the Company has not paid
any dividends during the past two years with respect to its Common Stock. The
Plan and Agreement of Merger dated as of November 22, 1999 (the "Merger
Agreement") among the Purchaser and the Company prohibits the Company from
paying any dividends prior to the merger of the Purchaser and the Company
contemplated by the Merger Agreement (the "Merger").
(e) Not applicable.
(f) In March 1999, the Company repurchased 1,000,000 shares of its
Common Stock for $5.70 per share. During the period beginning July 13, 1999 and
ending August 1, 1999, the Company repurchased 90,000 shares of its Common Stock
on the open market for an average of approximately $6.18 per share. Pursuant to
a tender offer which expired on September 23, 1999, the Company repurchased
1,189,411 shares of Common Stock for $7.00 per share. The information set forth
in Section 12 ("Price Range of Shares") of the Offer to Purchase is incorporated
by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) This Statement is being filed by the Purchaser, GRDG
Holdings and the Three Cities Funds. The information set forth in Section 14
("Certain Information Concerning The Purchaser and the Three Cities Funds") of
the Offer to Purchase and Schedule I to it is incorporated by reference.
(e) and (f) During the last five years, none of the Purchaser, GRDG
Holdings or the Three Cities Funds, or any persons controlling the Purchaser,
GRDG Holdings or the Three Cities Funds, or any of the persons listed on
Schedule I to the Offer to Purchase, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, Federal or state securities laws or finding any violation
of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in Section 1 ("Background of the
Offer; Contacts with the Company"), Section 2 ("Purpose of the Offer and the
Proposed Merger; Plans for the Company") and Section 16 ("The Merger") of the
Offer to Purchase is incorporated by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in Section 2 ("Purpose of the Offer and
the Proposed Merger; Plans for the Company"), Section 7 ("Terms of the Offer"),
Section 8 ("Acceptance for Payment and
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Payment for Shares"), Section 10 ("Withdrawal Rights"), Section 11 ("Conditions
of the Offer") and Section 16 ("The Merger") of the Offer to Purchase are
incorporated by reference.
(b) On November 22, 1999, GRDG Holdings acquired 4,998,190 shares of
Common Stock from thirty-one stockholders of the Company, and issued in exchange
GRDG Holdings Units. If the Purchaser accepts and pays for the Common Stock
which is properly tendered in response to the Offer and not withdrawn, promptly
after that occurs, GRDG Holdings will contribute the 4,998,190 shares of Common
Stock to the Purchaser (of which GRDG Holdings is the sole stockholder).
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(e) The information set forth in Section 2 ("Purpose of the Offer
and the Proposed Merger; Plans for the Company") of the Offer to Purchase is
incorporated by reference.
(f)-(g) The information set forth in Section 4 ("Certain Effects of the
Transaction") of the Offer to Purchase is incorporated by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 15 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated by reference.
(b) The Purchaser, GRDG Holdings and the Three Cities Funds estimate
that the total cost of the purchase of Common Stock as a result of the Offer and
the merger, will be approximately $129,000,000, consisting of payments to
stockholders of approximately of $128,554,015, filing fees of $25,711, legal
fees of $300,000, printing costs of $100,000 and solicitation and other
miscellaneous expenses of $20,274. The Purchaser, GRDG Holdings or the Three
Cities Funds will pay these costs.
(c)-(d) The information set forth in Section 15 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in Section 1 ("Background of the
Offer; Contacts with the Company"), Section 2 ("Purpose of the Offer and the
Proposed Merger; Plans for the Company"), Section 3 ("Certain Federal Income Tax
Consequences"), Section 4 ("Certain Effects of the Transaction") and Section 5
("Fairness of the Transaction") of the Offer to Purchase is incorporated by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in Section 5 ("Fairness of the
Transaction") of the Offer to Purchase is incorporated by reference.
(f) None of the Three Cities Funds, GRDG Holdings and Purchaser nor,
to the best of their knowledge, the Company, has received during the preceding
18 months a firm offer from an unaffiliated person for (A) the merger or
consolidation of the Company into or with such person or of such person into or
with the Company, (B) the sale or other transfer of all or any substantial part
of the assets of the Company, or (C) securities of the Company which would
enable the holder thereof to exercise control of the Company.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in Section 6 ("Reports, Opinions,
Appraisals and Certain Negotiations") of the Offer to Purchase is incorporated
by reference.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth in Section 1 ("Background of the
Offer; Contacts with the Company"), Section 2 ("Purpose of the Offer and the
Proposed Merger; Plans for the Company") and Section 14 ("Certain Information
Concerning The Purchaser, GRDG Holdings and the Funds") of the Offer to Purchase
is incorporated by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in Section 1 ("Background of the Offer;
Contacts with the Company"), Section 2 ("Purpose of the Offer and Proposed
Merger; Plans for the Company") and Section 16 ("The Merger") of the Offer to
Purchase is incorporated by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) The information set forth in Section 16 ("The Merger") of the
Offer to Purchase is incorporated by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in Section 16 ("The Merger") of the Offer
to Purchase is incorporated by reference.
(b) No provision has been made by the Purchaser, GRDG Holdings or the
Three Cities Funds, and insofar as they are aware, no provision has been made by
the Company, in connection with the Offer or the Merger to allow unaffiliated
securityholders to obtain access to the corporate files of the Company or of the
Purchaser, GRDG Holdings or the Three Cities Funds or to obtain counsel or
appraisal services at the expense of the Company or the Purchaser or GRDG
Holdings or the Three Cities Funds.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The financial information contained in the Company's Annual Report
on Form 10-K for the years ended January 31, 1999 and January 31, 1998 (as
amended) and its Quarterly Report on Form 10-Q for the period ended August 1,
1999, and the information set forth in Section 13 ("Certain Information
Concerning the Company") of the Offer to Purchase is incorporated by reference.
(b) The Purchaser, GRDG Holdings and the Three Cities Funds do not
believe pro forma data is material with regard to the Offer or the Merger.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) No officer, employee, class of employees or corporate asset of the
Company has been or is proposed to be employed, availed or utilized by the
Purchaser, GRDG Holdings or the Three Cities Funds in connection with the Offer
or the Merger, except to the extent that, in order to comply with requirements
of the Securities Exchange Act of 1934, officers and employees of the Company
have been required to prepare a filing on Schedule 14D-9 with regard to the
Offer and amendments to that filing, and except to the extent that officers or
employees of the Company may participate in preparation of a proxy statement or
information statement relating to the Merger, if one is required.
(b) The information set forth in Section 19 ("Fees and Expenses") of
the Offer to Purchase is incorporated by reference.
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ITEM 16. ADDITIONAL INFORMATION.
The Purchaser, GRDG Holdings and the Three Cities Funds do not believe
any additional information is necessary to make the statements made above in
light of the circumstances under which they are made, not materially misleading.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Fairness opinion of Robinson-Humphrey Securities, Inc. (1)
(c) Plan and Agreement of Merger, dated November 22, 1999. (2)
(d) (1) Offer to Purchase, dated November 23, 1999. (2)
(2) Letter of Transmittal. (2)
(3) Notice of Guaranteed Delivery. (2)
(4) Summary Advertisement as published on November 23,
1999. (2)
(5) Summary Term Sheet (2)
(e) Description of Appraisal Rights. (2)
(f) None.
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(1) Incorporated by reference to the Schedule 14D-9 to be filed by the
Company.
(2) Incorporated by reference to the Schedule 14D-1 filed by the Purchaser,
GRDG Holdings, and the Three Cities Funds on November 23, 1999.
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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.
Date: November 23, 1999 GR ACQUISITION CORPORATION
By: /s/ J. William Uhrig
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Name: J. William Uhrig
Title: President
GRDG HOLDINGS LLC
By: /s/ J. William Uhrig
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Name: J. William Uhrig
Title: President
THREE CITIES FUND II, L.P.
By: TCR Associates, L.P.
its general partner
By: Three Cities Research, Inc.
its general partner
By: /s/ Willem de Vogel
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Name: Willem de Vogel
Title: President
THREE CITIES OFFSHORE II C.V.
By: TCR Offshore Associates, L.P.
its general partner
By: Three Cities Associates N.V.
its general partner
By: /s/ J. William Uhrig
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Name: J. William Uhrig
Title: President
