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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13E-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
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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 $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
36541P104
(CUSIP Number of Class of Securities)
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J. WILLIAM UHRIG
PRESIDENT
GR ACQUISITION CORPORATION
C/O THREE CITIES RESEARCH, INC.
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 838-9660
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
Copy to:
DAVID W. BERNSTEIN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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CALCULATION OF FILING FEE
Transaction Value *: $129,359,636 Amount of Filing Fee: $25,872
* For purposes of calculating the fee only. This amount assumes the purchase
of 11,248,664 shares of common stock, par value $.01 per share (together
with the associated preferred stock purchase rights, the "Shares") of
Garden Ridge Corporation at a price per share of $11.50 in cash. The number
of Shares of outstanding as of December 3, 1999 which are not owned by the
Bidders, is 11,248,664. The amount of the filing fee, calculated in
accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
aggregate of the cash offered by the Bidders.
[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: $25,872 Filing Parties: GR Acquisition Corporation
GRDG Holdings LLC
Three Cities Fund II, L.P.
Three Cities Offshore II, C.V.
Form or registration no.: 14D-1 Date filed: November 23, 1999
14D-1 December 8, 1999
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This amends and supplements the Statement on Schedule 13E-3 (the
"Schedule 13E-3") filed with the Securities and Exchange Commission (the
"Commission") by GR Acquisition Corp., a Delaware corporation (the "Purchaser"),
GRDG Holdings LLC, a Delaware limited liability company ("GRDG Holdings"), Three
Cities Fund II, L.P., a Delaware limited partnership and Three Cities Offshore
II C.V., a Netherlands Antilles partnership (the "Three Cities Funds") relating
to the tender offer of the Purchaser (the "Offer") to purchase all of the
outstanding shares of common stock, par value $.01 per share (the "Shares") of
Garden Ridge Corporation, a Delaware corporation, which are not owned by the
Purchaser and its stockholders, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 23, 1999 (the "Offer to
Purchase") and in the related Letter of Transmittal.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Purchaser, GRDG Holdings and the Three Cities Funds estimate that
the total cost of the purchase of the Shares as a result of the Offer and the
merger, will be approximately $805,782 greater than was reported on the Schedule
13E-3 as originally filed. The total cost of the purchase will be approximately
$129,805,782, consisting of payments to stockholders of approximately
$129,359,636, filing fees of $25,872, 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.
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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.
Dated: December 8, 1999
GR ACQUISITION CORPORATION
By: /s/ J. William Uhrig
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J. William Uhrig
President
GRDG HOLDINGS LLC
By: /s/ J. William Uhrig
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J. William Uhrig
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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Willem de Vogel
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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J. William Uhrig
President
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