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As filed with the Securities and Exchange Commission on November 23, 1999.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GARDEN RIDGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TEXAS 13-3671679
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
19411 ATRIUM PLACE, SUITE 170
HOUSTON, TEXAS 77084-6094
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE REGISTERED WHICH EACH CLASS IS TO BE
REGISTERED
NONE N/A
Securities To Be Registered Pursuant To Section 12(g) Of The Act: PREFERRED
STOCK PURCHASE RIGHTS (Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. On June 3,
1997, the Board of Directors of Garden Ridge Corporation (the "Company"),
authorized the issuance of one preferred share purchase right (a "Right") with
respect to each outstanding share of common stock, par value of one cent ($0.01)
(the "Common Shares"), of the Company to the holders of record of Common Shares
on June 17, 1997. Each Right entitles the registered holder to purchase from the
Company one Unit (as such term is defined in the Rights Agreement, initially
being one one-thousandth (1/1000th)) of a Series A Junior Participating
Preferred Share ("Preferred Share") at a price of $50.00 per Unit of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement dated June 4, 1997, which was
amended and restated on July 14, 1999 (as amended and restated, the "Rights
Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights Agent").
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to
all Common Share certificates representing outstanding shares and no separate
Right Certificate will be distributed. The Rights will separate from the Common
Shares and a Distribution Date (as defined in the Rights Agreement) will occur
upon the earlier of (i) 10 Business Days following a public announcement that a
Person or group of affiliated or associated Persons (an "Acquiring Person") has
acquired beneficial ownership of 25% or more of the outstanding Voting Shares
(as defined in the Rights Agreement) of the Company, or (ii) 10 Business Days
following the commencement or announcement of an intention to commence a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a Person or group of 25% or more of such outstanding Voting Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced by the certificates representing such
Common Shares, (ii) the Rights will be transferred with and only with the Common
Shares, (iii) new Common Share certificates issued after June 17, 1997, upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iv) the surrender for
transfer of any certificates for Common Shares outstanding as of June 17, 1997,
even without such notation, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 3, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
If an Acquiring Person were to acquire 25% or more of the Voting Shares
of the Company, each Right then outstanding (other than Rights beneficially
owned by the Acquiring Person which would become null and void) would become a
right to buy that number of Preferred Shares that at the time of such
acquisition would have a market value of two times the Purchase Price of the
Right. If, however, the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an Acquiring Person, has become such
inadvertently, and
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such Person divests a sufficient number of Voting Shares by such deadline as the
Board of Directors shall set, then such Person shall not be deemed to be an
Acquiring Person for any purposes of the Rights Agreement.
If the Company is acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price of the Right.
Upon exercise of a Right, the Company will have the option to sell
Common Shares of the Company having a market value equal to the Preferred Shares
that would be purchased upon exercise of a Right, instead of selling Preferred
Shares of the Company.
REGISTRATION AND LISTING OF COMMON SHARES. The offer and sale of the
Preferred Shares or other securities issuable upon exercise of the Rights will
be registered with the Securities and Exchange Commission but such registration
will not be effective until the Rights become exercisable. As described above,
however, the Rights will not be transferable separately from the Common Shares
until the Distribution Date.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of Preferred Shares or
other securities or property issuable upon exercise of the Rights, and the
Purchase Price payable, are subject to customary adjustments from time to time
to prevent dilution.
The number of outstanding Rights and the number of Preferred Shares or
other securities issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
EXCHANGE OPTION. At any time after the acquisition by a Person or group
of affiliated or associated Persons of beneficial ownership of 25% or more of
the outstanding Voting Shares of the Company and before the acquisition by a
Person or group of 50% or more of the outstanding Voting Shares of the Company,
the Board of Directors may, at its option, issue Common Shares of the Company in
mandatory redemption of, or in exchange for, all or part of the then outstanding
exercisable Rights (other than Rights owned by such Acquiring Person or group
which would become null and void) at an exchange ratio of one Common Share for
each Preferred Share for which each Right is then exercisable, subject to
adjustment.
REDEMPTION OF RIGHTS. At any time prior to the first public
announcement that a Person or group has become the beneficial owner of 25% or
more of the outstanding Voting Shares, the Board of Directors of the Company may
redeem all, but not less than all, of the then outstanding Rights at a price of
$0.01 per Right (the "Redemption Price"). The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish. Immediately upon the action
of the Board of Directors ordering redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
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NO RIGHTS AS STOCKHOLDER. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the
Board of Directors of the Company without the consent of the holders of the
Rights, including amendment to extend the Final Expiration Date, and, provided a
Distribution Date has occurred, to extend the period during which the Rights may
be redeemed, except that after the Distribution Date no such amendment may
materially and adversely affect the interests of holders of the Rights.
On November 22, 1999, the Company and GR Acquisition Corporation, a
wholly-owned subsidiary of GRDG Holdings, LLC ("Purchaser"), entered into a
Plan and Agreement of Merger (the "Merger Agreement"). The Merger Agreement
provides, among other things, for the tender offer by Purchaser for the Common
Shares (the "Offer"), and the subsequent merger of the Purchaser with and into
the Company (the "Merger"). To facilitate the transactions contemplated by the
Merger Agreement, the Company entered into an Amendment to Rights Agreement
effective upon execution of the Merger Agreement (the "Amendment"). Among other
things, the Amendment (i) provides that GRDG Holdings, LLC, Purchaser, Three
Cities Fund III, L.P. and their respective Affiliates will not become an
"Acquiring Person," and that no "Distribution Date," "Section 12(a)(ii) Event,"
"Section 14 Event," "Stock Acquisition Date" or "Triggering Event" (as such
terms are defined in the Rights Agreement) will occur as a result of: (A) the
approval, execution or delivery of the Merger Agreement, (B) the acquisition of
shares of Common Stock pursuant to the Offer or (C) the consummation of the
Merger. The Amendment is attached hereto as Exhibit 2 and is incorporated herein
by reference.
The foregoing descriptions of the Rights do not purport to be complete
and are qualified in their entirety by reference to the Exhibits hereto.
Capitalized terms in this description are defined in the Rights Agreement.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1* Amended and Restated Rights Agreement dated as of July 14,
1999 between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes as EXHIBIT
A the Form of Right Certificate, as EXHIBIT B the Certificate
of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock, and as EXHIBIT C the Summary
of Rights to Purchase Preferred Stock.
2 Amendment to Rights Agreement dated November 22, 1999.
* Previously Filed
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GARDEN RIDGE CORPORATION
Dated: November 23, 1999 By: /s/ Jane L. Arbuthnot
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Jane L. Arbuthnot
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
1* Amended and Restated Rights Agreement dated as of July 14,
1999 between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes as EXHIBIT
A the Form of Right Certificate, as EXHIBIT B the Certificate
of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock, and as EXHIBIT C the Summary
of Rights to Purchase Preferred Stock.
2 Amendment to Rights Agreement dated November 22, 1999.
</TABLE>
* Previously Filed
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EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
This amendment to Rights Agreement (this "Amendment") is entered into
by Garden Ridge Corporation, a Delaware corporation ("Garden Ridge"), and Chase
Mellon Shareholder Services, L.L.C. (the "Rights Agent") effective as of
November 22, 1999.
WHEREAS, Garden Ridge and the Rights Agent desire to amend that certain
Rights Agreement dated as of June 4, 1997, as amended (the "Agreement"), as
provided therein pursuant to Section 29 of the Agreement, which authorizes
Garden Ridge to supplement or amend the Agreement without the approval of any
holders of Rights Certificates (as defined in the Agreement).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. All capitalized terms used herein shall have the meaning set forth
in the Agreement.
2. The definition of "Acquiring Person" in Section 1 of the Agreement
is hereby amended and restated in its entirety to read as follows:
"Acquiring Person" shall mean:
(i) any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 25% or more
of the Voting Shares of the Company then outstanding, but shall not
include (A) the Company, (B) any Subsidiary of the Company, (C) any
employee benefit plan of the Company or of any Subsidiary of the
Company or (D) any trustee of or fiduciary with respect to any such
plan when acting in such capacity. Notwithstanding anything in this
Agreement to the contrary, so long as that certain Plan and Agreement
of Merger dated as of November 22, 1999 by and between the Company and
GR Acquisition Corporation (the "Merger Agreement"), has not been
terminated pursuant to the terms thereof, neither GRDG Holdings, LLC,
GR Acquisition Corporation, Three Cities Fund III, L.P. nor any of
their respective Affiliates shall be deemed to be an Acquiring Person
solely by reason of the execution, delivery and performance of the
Merger Agreement, including the Offer (as such term is defined in the
Merger Agreement) or the announcement, making or consummation of the
Offer,
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the consummation of the Merger (as defined in the Merger Agreement) or
any other transactions contemplated by the Merger Agreement. If any of
these exceptions to the definition of an Acquiring Person apply, then
the Person to whom the exception pertains shall not be an Acquiring
Person for any purpose under this Agreement, including, without
limitation, with respect to the definitions of Distribution Date,
Section 12(a)(ii) Event, Section 14 Event, Stock Acquisition Date and
Triggering Event.
(ii) notwithstanding any provision of the Agreement to the
contrary, (A) no Distribution Date, Section 12(a)(ii) Event, Section 14
Event, Stock Acquisition Date or Triggering Event shall be deemed to
have occurred, (B) neither GRDG Holdings, LLC, GR Acquisition
Corporation, Three Cities Fund III, L.P. nor any of their respective
Affiliates shall be deemed to have become an Acquiring Person, and (C)
no holder of Rights shall be entitled to exercise such Rights under, or
be entitled to any other rights pursuant to, this Agreement solely by
reason of (A) the approval, execution or delivery of the Merger
Agreement, (B) the acquisition of Common Shares pursuant to the Offer,
or (C) the consummation of the Merger.
(iii) notwithstanding the foregoing parts of this definition,
no Person shall become an "Acquiring Person" as the result of an
acquisition of Voting Shares by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 25% or more of the Voting
Shares of the Company then outstanding; provided, however, that, if a
Person shall become the Beneficial Owner of 25% or more of the Voting
Shares of the Company then outstanding by reason of share purchases by
the Company and shall after such share purchases by the Company and at
a time when such Person is the Beneficial Owner of 25% or more of the
Voting Shares of the Company then outstanding, become the Beneficial
Owner of any additional Voting Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person."
(iv) notwithstanding the foregoing parts of this definition,
if the Board of Directors of the Company determines in good faith that
a Person who would otherwise be an "Acquiring Person," as defined
pursuant to parts (i) and (ii) of this definition has become such
inadvertently, and such Person divests a sufficient number of Voting
Shares so that such Person would no longer be an "Acquiring Person," by
such deadline as the Board of Directors shall set, then such Person
shall not be deemed to be an "Acquiring Person" for any purposes of
this Agreement.
3. A new Section 26 shall be added (and the numbering of subsequent
sections altered accordingly) as follows:
Section 26. Termination. Upon the acquisition of shares of
Common Shares pursuant to the Offer (as defined in the Merger
Agreement), and without any further action and without any notice, the
right to exercise the Rights will terminate and the holders of Rights
will have no further rights under this Agreement.
2
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4. Except as specifically provided herein, the Agreement shall continue
in full force and effect in accordance with its terms without amendment or
modification.
3
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IN WITNESS WHEREOF, the undersigned parties hereby execute and agree to
be bound by this Amendment, effective as of the date first written above.
GARDEN RIDGE CORPORATION
By: /s/ Jane Arbuthnot
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Name: Jane Arbuthnot
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Title: Chief Financial Officer
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Countersigned:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Cindy Bennett
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Name: Cindy Bennett
---------------------------------
Title: Relationship Manager
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