<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
--------------------------
GARDEN RIDGE CORPORATION
(Name of Issuer)
--------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
--------------------------
36541P104
(Cusip Number)
--------------------------
DAVID W. BERNSTEIN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
--------------------------
NOVEMBER 22, 1999
(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 13 Pages
<PAGE> 2
<TABLE>
<CAPTION>
- --------------------------------- -------------------------------------------------- -------------------------------
<S> <C> <C>
CUSIP No. 36541P104 13D Page 2 of 13 Pages
----------
- --------------------------------- -------------------------------------------------- -------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GRDG HOLDINGS LLC
- ------------ -------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[X]
(b)[ ]
- ------------ -------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------ -------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
OO (share exchange)
- ------------ -------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------ -------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------- ------- ----------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
UNITS
- ------------------------- ------- ----------------------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,921,461
- ------------------------- ------- ----------------------------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING
- ------------------------- ------- ----------------------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
4,921,461
- ------------ -------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,921,461
- ------------ -------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%
- ------------ -------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO (limited liability company)
- ------------ -------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
- --------------------------------- -------------------------------------------------- -------------------------------
<S> <C> <C>
CUSIP No. 36541P104 13D Page 3 of 13 Pages
----------
- --------------------------------- -------------------------------------------------- -------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THREE CITIES FUND II, L.P.
- ------------ -------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[X]
(b)[ ]
- ------------ -------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------ -------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
Not Applicable
- ------------ -------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------ -------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------- ------- ----------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
UNITS
- ------------------------- ------- ----------------------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,921,461
- ------------------------- ------- ----------------------------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING
- ------------------------- ------- ----------------------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
4,921,461
- ------------ -------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,921,461
- ------------ -------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%
- ------------ -------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------ -------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
- --------------------------------- -------------------------------------------------- -------------------------------
<S> <C> <C>
CUSIP No. 36541P104 13D Page 4 of 13 Pages
----------
- --------------------------------- -------------------------------------------------- -------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THREE CITIES OFFSHORE II C.V.
- ------------ -------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[X]
(b)[ ]
- ------------ -------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------ -------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
Not Applicable
- ------------ -------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------ -------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NETHERLANDS ANTILLES
- ------------------------- ------- ----------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
0
UNITS
- ------------------------- ------- ----------------------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,921,461
- ------------------------- ------- ----------------------------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING
- ------------------------- ------- ----------------------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
4,921,461
- ------------ -------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,921,461
- ------------ -------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%
- ------------ -------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ------------ -------------------------------------------------------------------------------------------------------
</TABLE>
4
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the shares of common stock,
$.01 par value per share, of Garden Ridge Corporation, a Delaware corporation
(the "Company"). The Company's principal executive offices are located at 19411
Atrium Place, Suite 170, Houston, Texas, 77084.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The persons (the "Reporting Persons") filing this Statement
are GRDG Holdings LLC, a Delaware limited liability company ("GRDG Holdings"),
Three Cities Fund II, L.P., a Delaware limited partnership ("Fund II") and
Three Cities Offshore II C.V., a Netherlands Antilles partnership ("Offshore
II" and together with Fund II the "Three Cities Funds").
GRDG Holdings is a Delaware limited liability company formed to
acquire shares of common stock of the Issuer. The principal business address of
GRDG Holdings and the location of its principal office is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York, 10022.
Fund II is a Delaware limited partnership formed to invest in
securities selected by its investment committee. The principal business address
of Fund II and the location of its principal office is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022. The sole general
partner of Fund II is TCR Associates II, L.P., a Delaware limited partnership
("TCR Associates"). The principal business of TCR Associates is serving as the
sole general partner of Fund II. The principal business address of TCR
Associates and the location of its principal office is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022. The sole general
partner of TCR Associates is Three Cities Research, Inc., a Delaware
corporation ("Research"). Research is also the advisor to the Three Cities
Funds. The principal business address of Research and the location of its
principal office is 650 Madison Avenue, New York, NY 10022. The name, residence
or business address and present principal occupation or employment of each
executive officer and director of Research is as follows:
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Business Address or Employment
- ---- ---------------- -------------
<S> <C> <C>
Williem F.P. de Vogel c/o Three Cities Research, Inc. President and a Director of Research
650 Madison Avenue
New York, NY 10022
Thomas G. Weld c/o Three Cities Research, Inc. Treasurer and a Director of Research
650 Madison Avenue
New York, NY 10022
J. William Uhrig c/o Three Cities Research, Inc. Secretary and a Director of Research
650 Madison Avenue
New York, NY 10022
</TABLE>
Offshore II is a Netherlands Antilles partnership formed to invest in
securities selected by its investment committee. The principal business address
of Offshore II and the location of its principal office is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022. The sole general
partner of Offshore II is TCR Offshore Associates, L.P., a Netherlands Antilles
limited partnership ("TCR Offshore"). The principal business of TCR Offshore is
serving as the general partner of Offshore II. The principal business address
of TCR Offshore and the location of its principal office is c/o Three Cities
5
<PAGE> 6
Research, Inc., 650 Madison Avenue, New York, New York 10022. The sole general
partner of TCR Offshore is Three Cities Associates, N.V., a Netherlands
Antilles corporation ("TCA N.V."). The principal business of TCA N.V. is
serving as the general partner of TCR Offshore. The principal business address
of TCA N.V. and the location of its principal office is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022. The sole officer,
director and stockholder of TCA N.V. is Mr. J. William Uhrig. The name,
residence or business address and present principal occupation or employment of
Mr. Uhrig is as follows:
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Business Address or Employment
- ---- ---------------- -------------
<S> <C> <C>
J. William Uhrig c/o Three Cities Research, Inc. Secretary and a Director of Research
650 Madison Avenue
New York, NY 10022
</TABLE>
(d)-(e) During the last five years, none of the entities listed in
this Item 2 has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Each entity named in this Item 2 is a citizen of the United States
of America, except that Offshore II is a Netherlands Antilles partnership.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
GRDG Holdings acquired the 4,998,190 shares of the Issuer's common
stock from thirty-one shareholders in exchange for 48.9% of the interests in
GRDG Holdings.
ITEM 4. PURPOSE OF THE TRANSACTION.
On November 22, 1999, GR Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of GRDG Holdings ("Acquisition")
entered into a Plan and Agreement of Merger (the "Merger Agreement") with the
Company pursuant to which Acquisition agreed to commence a tender offer (the
"Offer") for all of the outstanding shares of the Company's common stock (the
"Shares"). The Offer consideration will be $11.50 per Share in cash.
Prior to its approval of the Merger Agreement, the Company's Board of
Directors approved the acquisition of more than 15% of the Company's shares by
GRDG Holdings and Acquisition. In connection with its approval of the Merger
Agreement, the Board of Directors amended the Amended and Restated Rights
Agreement between the Company and Chase Mellon Shareholder Services, L.L.C.,
dated as of July 14, 1999, so that the acquisition of shares by GRDG Holdings
or Acquisition would not cause rights to be distributed to stockholders. GRDG
Holdings then acquired 4,921,461 Shares from thirty-six shareholders in
exchange for 48.5% of the interests in GRDG Holdings. The purpose of the Offer
is to enable Acquisition to acquire all the outstanding stock of the Company.
If the Shares purchased through the Offer total at least 51% of the
outstanding Shares that neither Acquisition nor GRDG Holdings owned on November
22, 1999, and the other conditions set forth in the Merger Agreement are
satisfied or waived, Acquisition is required by the Merger Agreement to take
all steps
6
<PAGE> 7
in its power to effect a merger with the Company (the "Merger") in which the
stockholder of Acquisition will own all of the stock of the corporation
surviving the Merger (essentially, the Company), and the other stockholders of
the Company will receive the same amount of cash per share as is paid for
Shares tendered in response to the Offer, unless particular stockholders elect
to exercise statutory rights to demand appraisal of their Shares.
The Company may not, and may not authorize or permit its or any of its
subsidiaries' officers, directors, employees, agents or representatives
(including any investment banker, attorney or accountant retained by it or any
of its subsidiaries), directly or indirectly to initiate, solicit, encourage or
otherwise facilitate any inquiry or the making of any proposal or offer with
respect to a merger, reorganization, share exchange, consolidation or similar
transaction involving the Company, or any purchase of or tender for all or any
significant portion of the Company's equity securities or any significant
portion of the assets of the Company and its subsidiaries on a consolidated
basis. However, this will not prevent the Company from, in response to an
acquisition proposal which the Company receives despite complying with the
provisions described in the previous sentence and which the Company's Board
determines, in good faith after consultation with its independent financial
advisor, would result (if consummated in accordance with its terms) in a
transaction which (i) would result in the Company's stockholders receiving cash
consideration which is greater than the Offer Price and (ii) would be more
favorable to the Company's stockholders than the Offer and the Merger,
furnishing non-public information (after receipt of an appropriate
confidentiality agreement) to the person, entity or group which makes the
acquisition proposal and entering into discussions and negotiations with that
potential acquiror.
If the Company receives an acquisition proposal, or the Company learns
that someone other than Acquisition is contemplating soliciting tenders of
Shares or otherwise proposes to acquire the Company or its Shares if the
Company's stockholders do not tender their Shares to Acquisition in response to
the Offer or do not approve the Merger, the Company has agreed promptly to
notify Acquisition of that fact and to provide Acquisition with all information
in the Company's possession which Acquisition reasonably requests regarding the
acquisition proposal, solicitation of tenders or other proposed transaction,
and the Company will promptly, from time to time, provide Acquisition with any
additional information the Company obtains regarding the acquisition proposal,
the solicitation of tenders or the other proposed transaction.
The Company may terminate the Merger Agreement if the Company receives
a proposal for a cash acquisition of the Company, or somebody commences an all
cash tender offer for all of the outstanding Shares, which (x) would result in
the Company's stockholders receiving consideration which is greater than the
Offer Price, (y) is not subject to the outcome of due diligence or any other
investigation, is not subject to a financing contingency and is from a proposed
acquiror which the Board reasonably determines in good faith after consultation
with its independent financial advisor has the financial resources necessary to
carry out the transaction, and (z) the Board determines in good faith after
consultation with its independent financial advisor to be more favorable to the
Company's stockholders that the Offer and the Merger. However, the Company may
only cancel the Merger Agreement if, after the Company has given Acquisition at
least 5 business days' prior notice that the Merger Agreement will terminate if
Acquisition does not increase the Offer Price to an amount at least as great as
the cash consideration, and the fair value of the non-cash consideration, the
Company's stockholders would receive under the proposal or tender offer by the
other person, (A) Acquisition does not increase the Offer Price to an amount at
least as great as the cash or cash value per share the Company's stockholders
would receive as a result of the proposal or tender offer by the other person,
and (B) the Company has (1) paid Acquisition $3,850,000 and (2) reimbursed
Acquisition (or agreed in writing to reimburse Acquisition) for all the
expenses related to the transactions which are the subject of the Merger
Agreement which Acquisition or its affiliates (including Research, GRDG
Holdings and the Three Cities Funds) incurred in connection with the Merger
Agreement and the transactions contemplated by it, up to a maximum of
$1,285,000 of expenses. If the Company notifies Acquisition that the Merger
Agreement will terminate unless Acquisition increases the Offer Price, the
Company will not be able to revoke that notice without Acquisition's consent.
7
<PAGE> 8
The members of the Board of Directors of Acquisition will constitute
the Board of Directors of the Company after the Merger.
The purchase of the Shares tendered in response to the Offer will
reduce the number of Shares that might otherwise trade publicly and probably
will significantly reduce the number of holders of Shares, which could
adversely affect the liquidity and market value of the remaining Shares held by
the public. Depending upon the number of Shares purchased pursuant to the
Offer, the Shares may no longer meet the standards of the National Association
of Securities Dealers, Inc. (the "NASD") for continued inclusion in the Nasdaq
National Market (the top tier market of the Nasdaq Stock Market), which require
that an issuer have at least 200,000 publicly held shares with a market value
of $1 million held by at least 400 stockholders (or 300 stockholders holding
round lots) and have net tangible assets of at least $1 million, $2 million or
$4 million depending on profitability levels during the issuer's four most
recent fiscal years. If these standards are not met, the Shares might
nevertheless continue to be included in the NASD's Nasdaq National Market with
quotations published in the Nasdaq "additional list" or in one of the "local
lists." However, if the number of holders of Shares falls below 300 or the
number of publicly held Shares falls below 100,000, or if there are not at
least two market makers for Shares, the Shares would no longer qualify for
Nasdaq Stock Market reporting, and the Nasdaq Stock Market would cease to
provide any quotations. Shares held directly or indirectly by an officer or
director of the Company, or by a beneficial owner of more than 10% of the
Shares, ordinarily will not be considered as being publicly held for this
purpose. According to the Company, as of November 22, 1999, there were
approximately 145 holders of record of Shares and approximately 4,000
beneficial owners and 16,176,800 Shares were outstanding, of which GRDG
Holdings owns 4,998,190 Shares. If, as a result of the purchase of Shares
pursuant to the Offer or otherwise, the Shares no longer meet the NASD
requirements for continued inclusion on the Nasdaq National Market or in any
other tier of the Nasdaq Stock Market, the market for the Shares could be
adversely affected.
If the Shares no longer meet the requirements for inclusion in any
tier of the Nasdaq Stock Market, quotations might or might not still be
available from other sources. The extent of the public market, and availability
of quotations, for the Shares would depend upon the number of holders of Shares
after the purchase of the Shares tendered in response to the Offer, whether
securities firms are interested in maintaining a market in the Shares, the
possible termination of registration under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), as described below, and other factors.
The Shares are currently registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). That registration may be terminated
upon application of the Company to the Securities and Exchange Commission if
the Shares are not listed on a national securities exchange or quoted on the
Nasdaq Stock Market and there are fewer than 300 record holders of the Shares.
If at least 51% of the Shares which neither Acquisition nor GRDG Holdings owned
on November 22, 1999, are properly tendered in response to the Offer and not
withdrawn, Acquisition intends to seek to cause the Company to terminate
quotation of the Shares on the Nasdaq Stock Market and to apply to terminate
the registration of the Shares under the Exchange Act as soon as practicable.
As a result, Acquisition may be able to give the required stockholder approval
of the Merger (if stockholder approval is required) without the Company's
sending a proxy statement or an information statement to its stockholders. Even
if less than 51% of the outstanding Shares which neither Acquisition nor GRDG
Holdings owned on November 22, 1999 are properly tendered and not withdrawn, if
Acquisition purchases the Shares which are properly tendered and not withdrawn
(which Acquisition would have the right, but not the obligation, to do), the
Shares may no longer be eligible for inclusion on the Nasdaq Stock Market and
the Company may be able to terminate the registration of the Shares under the
Exchange Act. If that is the case, Acquisition will seek to cause the Company
to terminate the registration of the Shares under the Exchange Act as soon as
practicable after they are no longer quoted on the Nasdaq Stock Market.
8
<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the close of business on November 22, 1999, the
Reporting Persons own 4,998,190 shares of common stock of the Company. As the
controlling members of GRDG Holdings, the Three Cities Funds may be deemed to
be beneficial owners of those Shares pursuant to the definition of "beneficial
owner" set forth in Rule 13d-3 under the Securities exchange Act of 1934, as
amended.
(c) On November 22, 1999, GRDG Holdings acquired 4,921,461 Shares in
exchange for 48.5% of the interests in GRDG Holdings
(d) To the best knowledge of the Reporting Persons, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares owned by GRDG
Holdings.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described under Items 4 and 5, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the Reporting Persons and any other persons with respect to any securities
of the Issuer, including but not limited to transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. However, it is anticipated that before the tender offer
expires, the Three Cities Funds will transfer two-thirds of the interests they
hold in GRDG Holdings to Three Cities Fund III L.P., a newly-formed private
investment fund advised by Research.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Plan and Agreement of Merger, dated November 22, 1999.(1)
Exhibit B -- Joint Filing Agreement dated November 29, 1999.
(1) Incorporated by reference to the Schedule 14 D-1 filed by the Reporting
Persons and GR Acquisition Corp. on November 23, 1999.
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EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the Common Stock, par value $0.01 per Share, of Garden Ridge
Corporation and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filings. In evidence thereof, the undersigned, being
duly authorized, have executed this Joint Filing Agreement this 1st day of
December 1999.
GRDG HOLDINGS LLC
By: /s/ J. William Uhrig
----------------------------
Name: J. William Uhrig
Title: President
THREE CITIES FUND II, L.P.
By: TCR Associates II, L.P.,
its General Partner
By: Three Cities Research, Inc.
its General Partner
By: /s/ Willem de Vogel
----------------------------
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
----------------------------
Name: J. William Uhrig
Title: President
11
<PAGE> 11
SIGNATURES
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.
Dated: December 1, 1999
GRDG HOLDINGS LLC
By: /s/ J. William Uhrig
----------------------------
Name: J. William Uhrig
Title: President
THREE CITIES FUND II, L.P.
By: TCR Associates II, L.P.,
its General Partner
By: Three Cities Research, Inc.
its General Partner
By: /s/ Willem de Vogel
----------------------------
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
----------------------------
Name: J. William Uhrig
Title: President
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<PAGE> 12
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David W. Bernstein, his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, to sign in any and all capacities any and all amendments to
this Statement on Schedule 13D and to file the same with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do all such other acts and execute all such other
documents as they, or any of them, may deem necessary or desirable in
connection with the foregoing, as fully as the undersigned might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
GRDG HOLDINGS LLC
By: /s/ J. William Uhrig
----------------------------
Name: J. William Uhrig
Title: President
THREE CITIES FUND II, L.P.
By: TCR Associates II, L.P.,
its General Partner
By: Three Cities Research, Inc.
its General Partner
By: /s/ Willem de Vogel
----------------------------
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
----------------------------
Name: J. William Uhrig
Title: President
Dated: December 1, 1999
13
