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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
Date of Report (Date of earliest event reported)
November 22, 1999
GARDEN RIDGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24442 13-3671679
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
19411 Atrium Place, Suite 170
Houston, Texas 77084
(Address of principal executive offices)
Registrant's telephone number, including area code (281) 579-7901
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ITEM 5. OTHER EVENTS
On November 22, 1999, the Registrant issued a press release stating
that it had entered into a Plan and Agreement of Merger with GR Acquisition
Corporation.
ITEM 7. EXHIBITS
Exhibit 99. Press release dated November 22, 1999.
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 thereunto duly authorized.
GARDEN RIDGE CORPORATION
Dated: November 23, 1999 By: /s/ Jane L. Arbuthnot
------------------------------
Jane L. Arbuthnot
Chief Financial Officer
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EXHIBIT 99.A
[GARDEN RIDGE LOGO]
For Immediate Release
GR ACQUISITION CORPORATION TO ACQUIRE
GARDEN RIDGE CORPORATION
IN A CASH TENDER OFFER FOR $11.50 PER SHARE
Houston - November 22, 1999 - GR Acquisition Corporation and Garden Ridge
Corporation (NASDAQ: GRDG) today jointly announced that they have executed a
definitive merger agreement under which GR Acquisition Corporation will commence
a cash tender offer to acquire all of the outstanding shares of Garden Ridge,
other than those owned by GR Acquisition or its affiliates, for $11.50 per
share. The tender offer is scheduled to expire at midnight, New York City time,
on December 22, 1999.
GR Acquisition is wholly owned by GRDG Holdings LLC. GRDG Holdings is majority
owned by two investment funds advised by Three Cities Research, Inc.
If at least 51% of the Garden Ridge shares which neither GR Acquisition or GRDG
Holdings owns are tendered in response to the tender offer, GR Acquisition will
be merged into Garden Ridge in a cash merger in which shareholders will receive
$11.50 per share, and GRDG Holdings will become the sole stockholder of Garden
Ridge. GRDG Holdings currently owns approximately 30.9% of the outstanding
Garden Ridge shares.
The merger agreement has been unanimously approved by the Board of Directors of
each company.
The cash tender offer of $11.50 for each Garden Ridge share represents a total
value for Garden Ridge of approximately $185 million. The tender offer is not
conditioned upon financing.
Paul T. Davies, Garden Ridge President and CEO, stated "Our Board of Directors
believes this transaction to be in the best interest of our stockholders and
that this move significantly improves our ability to position the Company at the
forefront of retailers."
The Three Cities funds are principally engaged in investing in securities
selected by its investment committee.
Garden Ridge Corporation is The Home Decor Marketplace. Its product categories
include floral (silk and dried flowers), housewares, seasonal, pictures and
frames, candles, party supplies, pottery, crafts, home accents and baskets.
Garden Ridge currently operates 33 megastores in Texas, Florida, Georgia,
Illinois, Kentucky, Missouri, North Carolina, Ohio, Oklahoma, South Carolina,
Tennessee and Virginia.
THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS, AS THAT TERM IS
DEFINED IN THE PRIVATE SECURITIES REFORM ACT OF 1995, INCLUDING WITHOUT
LIMITATION, STATEMENTS CONCERNING EACH COMPANY'S EXPECTATIONS, BELIEFS,
INTENTIONS OR STRATEGIES REGARDING THE FUTURE. BECAUSE SUCH STATEMENTS DEAL WITH
FUTURE EVENTS, THEY ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES AND ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM EACH COMPANY'S CURRENT EXPECTATIONS. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION
AVAILABLE TO EACH COMPANY AT THE DATE HEREOF, AND EACH COMPANY ASSUMES NO
OBLIGATIONS TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. FURTHER RISKS ARE
DETAILED IN GARDEN RIDGE'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THOSE SET FORTH IN GARDEN RIDGE'S MOST RECENT FORM 10-K AND QUARTERLY
REPORTS ON FORM 10-Q.
For more information contact: Jane Arbuthnot, CFO
(281) 579-7901, ext. 205
