GARDEN RIDGE CORP
SC 13G/A, 1999-01-29
RETAIL STORES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)

                            Garden Ridge Corporation
                      -----------------------------------
                                (Name of issuer)

                                  Common Stock
                      -----------------------------------
                         (Title of class of securities)

                                    36541P104
                      -----------------------------------
                                 (CUSIP number)

                                 January 1, 1999
                      -----------------------------------
             (Date of Event which requires filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this
                               schedule is filed:

                               | | Rule 13d-1 (b)
                               |X| Rule 13d-1 (c)
                               | | Rule 13d-1 (d)



<PAGE>






- -----------------------------                --------------------------------
      CUSIP No. 36541P104            13G                Page 2 of 8 Pages
- -----------------------------                --------------------------------



- -------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Deutsche Bank A.G.
- -------- -----------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) |_|
                                                                       (b) |_|
- -------- -----------------------------------------------------------------------
3        SEC USE ONLY

- -------- -----------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

         Federal Republic of Germany
- ---------------------------- ------ --------------------------------------------
NUMBER OF SHARES             5      SOLE VOTING POWER
                                    0
                             ------ --------------------------------------------
BENEFICIALLY OWNED BY               SHARED VOTING POWER
                             6      29,105
                             ------ --------------------------------------------
EACH REPORTING                      SOLE DISPOSITIVE POWER
                             7      0
                             ------ --------------------------------------------
PERSON WITH                         SHARED DISPOSITIVE POWER
                             8      29,105
- -------- -----------------------------------------------------------------------
 9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         29,105
- -------- -----------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES                                                |_|
- -------- -----------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         0.2%
- -------- -----------------------------------------------------------------------
12       TYPE OF REPORTING PERSON

         HC, BK, CO
- -------- -----------------------------------------------------------------------


<PAGE>




- -----------------------------              ---------------------------
      CUSIP No. 36541P104          13G            Page 3 of 8 Pages
- -----------------------------              ---------------------------



- -------- -----------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Morgan Grenfell Asset Management Limited
- -------- -----------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) |_|
                                                              (b) |_|
- -------- -----------------------------------------------------------------------
   3     SEC USE ONLY

- -------- -----------------------------------------------------------------------
   4     CITIZENSHIP OR PLACE OF ORGANIZATION

         England and Wales
 ----------------------------- ------ ------------------------------------------
 NUMBER OF SHARES                5    SOLE VOTING POWER
                                      0
                               ------ ------------------------------------------
 BENEFICIALLY OWNED BY                SHARED VOTING POWER
                                 6    0
                               ------ ------------------------------------------
 EACH REPORTING                       SOLE DISPOSITIVE POWER
                                 7    0
                               ------ ------------------------------------------
 PERSON WITH                          SHARED DISPOSITIVE POWER
                                 8    0
- -------- -----------------------------------------------------------------------
   9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         0
- -------- -----------------------------------------------------------------------
  10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES                                       |_|
- -------- -----------------------------------------------------------------------
  11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         0.0%
- -------- -----------------------------------------------------------------------
  12     TYPE OF REPORTING PERSON

         HC, IA
- -------- -----------------------------------------------------------------------


<PAGE>


Item 1(a).        Name of Issuer:

                  Garden Ridge Corporation (the "Issuer")

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  The address of the  Issuer's  principal  executive  offices is
19411 Atrium Place, Suite 170, Houston, Texas 77084.

Item 2(a).        Name of Person Filing:

                  This statement is filed on behalf of Deutsche Bank AG ("DBAG")
and Morgan Grenfell Asset  Management  Limited ("MGAM" and,  together with DBAG,
the "Reporting Persons").

Item 2(b).        Address of Principal Business Office or, if none, Residence:

                  The principal  place of business of DBAG is  Taunusanlage  12,
D-60325, Frankfurt am Main, Federal Republic of Germany.

                  The principal place of business of MGAM is 20 Finsbury Circus,
London, EC2M 1NB, England.

Item 2(c).        Citizenship:

                  The citizenship of each of the Reporting Persons is set forth
on the applicable cover page.

Item 2(d).        Title of Class of Securities:

                  The title of the  securities  is  common  stock  (the  "Common
Stock").

Item 2(e).        CUSIP Number:

                  The  CUSIP  number  of the  Common  Stock is set forth on each
cover page.

Item 3.          If this statement is filed pursuant to Rules 13d-1(b), or
                 13d-2(b) or (c), check whether the person filing is a:

                 (a) |_| Broker or dealer registered under section 15 of the
                         Act;

                 (b) |_| Bank as defined in section 3(a)(6) of the Act;

                 (c) |_| Insurance Company as defined in section 3(a)(19) of the
                         Act;

                 (d) |_| Investment  Company  registered  under section 8 of the
                         Investment Company Act of 1940;

                 (e) |_| An  investment  adviser in  accordance  with Rule
                         13d-1(b)(1)(ii)(E);

                 (f) |_| An  employee  benefit  plan,  or  endowment  fund  in
                         accordance with Rule 13d-1 (b)(1)(ii)(F);

                 (g) |_| A  parent  holding   company  or  control  person  in
                         accordance with Rule 13d-1 (b)(1)(ii)(G);

                 (h) |_| A savings association as defined in section 3(b) of the
                         Federal Deposit Insurance Act;

                 (i) |_| A  church  plan  that  is  excluded  from  the
                         definition of an  investment  company under section
                         3(c)(14) of the Investment Company Act of 1940;

                 (j) |_| Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).

                  If this statement is filed pursuant to Rule 13d-1 (c), check
                  this box.   |X|

Item 4.          Ownership.

                 (a)      Amount beneficially owned:

                          Each of the Reporting  Persons owns the amount of the
                  Common Stock as set forth on the applicable cover page.

                  (b)     Percent of class:

                          Each of the Reporting  Persons owns the percentage of
                  the Common Stock as set forth on the applicable cover page.

                  (c)     Number of shares as to which such person has:

                          (i)    sole power to vote or to direct the vote:

                                 Each of the  Reporting  Persons has the sole
                           power to vote or direct the vote of the Common  Stock
                           as set forth on the applicable cover page.

                           (ii)  shared power to vote or to direct the vote:

                                 Each of the Reporting Persons has the shared
                           power to vote or direct the vote of the Common  Stock
                           as set forth on the applicable cover page.

                           (iii) sole  power  to  dispose  or  to  direct  the
                           disposition of:

                                 Each of the  Reporting  Persons has the sole
                           power to  dispose or direct  the  disposition  of the
                           Common  Stock as set  forth on the  applicable  cover
                           page.

                           (iv)  shared  power  to  dispose  or  to  direct  the
                           disposition of:

                                 Each of the Reporting Persons has the shared
                           power to  dispose or direct  the  disposition  of the
                           Common  Stock as set  forth on the  applicable  cover
                           page.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Investment  management  clients of the Reporting  Persons have
the ultimate  right to any dividends from Common Stock and the proceeds from the
sale of Common Stock.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on by the Parent Holding
                 Company.

                 Common   Stock  as  to  which  DBAG  has  shared   voting  and
disposition  power  is held  by  Deutsche  Securities  Inc.,  a U.S.  registered
broker-dealer.  Common Stock held by a U.S. registered investment adviser is not
subject  to the  control  of the  Reporting  Persons  and are  being  separately
reported by such investment adviser.

Item 8.          Identification and Classification of Members of the Group.

                 Not applicable.

Item 9.          Notice of Dissolution of Group.

                 Not applicable.

Item 10.         Certification.

                 By signing  below I certify  that, to the best of my knowledge
and belief, the securities  referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing  the control of
the  issuer  of the  securities  and  were  not  acquired  and are  not  held in
connection  with or as a participant in any  transaction  having that purpose or
effect.



<PAGE>


                                    SIGNATURE

                 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:  January 28, 1999



                                       DEUTSCHE BANK AG



                                       By: /s/  Dieter Eisele
                                          --------------------------------
                                          Name:   Dr. Dieter Eisele
                                          Title:  Group Head of Compliance



                                       By: /s/ Rainer Grimberg
                                          --------------------------------
                                          Name:   Dr. Rainer Grimberg
                                          Title:  Vice President





<PAGE>




                                                                  Exhibit 1


               Consent of Morgan Grenfell Asset Management Limited


                 The  undersigned  agrees that the Schedule  13G/A  executed by
Deutsche  Bank AG to which this  statement is attached as an exhibit is filed on
behalf of Deutsche Bank AG and Morgan Grenfell Asset Management Limited pursuant
to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934.

Dated:  January 29, 1999



                                       MORGAN GRENFELL ASSET
                                         MANAGEMENT LIMITED



                                       By: /s/ William Slattery
                                          --------------------------------
                                          Name:   William Slattery
                                          Title:  Head of Business Risk






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