<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
DECEMBER 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> 2
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 15,146,411
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
15,146,411
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,146,411
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.6%
14. TYPE OF REPORTING PERSON
OO (limited liability company)
2
<PAGE> 3
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 0
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,146,411
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.6%
14. TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
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
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
0
UNITS
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,146,411
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.6%
14. TYPE OF REPORTING PERSON
PN
4
<PAGE> 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GARDEN HOLDINGS INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|X|
(b)|_|
3. SEC USE ONLY
4. SOURCES OF FUNDS
BK , OO
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 0
EACH 9. SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,224,950
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GR ACQUISITION CORPORATION
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
10,224,950
UNITS
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
10,224,950
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,224,950
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
14. TYPE OF REPORTING PERSON
CO
6
<PAGE> 7
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Garden Holdings Inc., a Delaware corporation ("Garden Holdings")
and GR Acquisition Corporation, a Delaware corporation ("Acquisition") are added
to the persons (the "Reporting Persons") filing this Statement.
Garden Holdings is a Delaware corporation formed to invest in the common
stock of the Issuer. The principal business address of Garden Holdings and the
location of its principal office is c/o Three Cities Research, Inc., 650 Madison
Avenue, New York, New York 10022. The name, residence or business address and
present principal occupation or employment of each executive officer and
director of Garden Holdings 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
Jeanette Welsh c/o Three Cities Research, Inc. Associate at Research
650 Madison Avenue
New York, NY 10022
</TABLE>
Acquisition is a Delaware corporation formed to conduct the transactions
set forth in Item 4 of this Statement. The principal business address of
Acquisition and the location of its principal office is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022. The name,
residence or business address and present principal occupation or employment of
each executive officer and director of Acquisition 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
Jeanette Welsh c/o Three Cities Research, Inc. Associate at Research
650 Madison Avenue
New York, NY 10022
</TABLE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
GR Acquisition will pay $117,586,925 for 10,224,950 shares which were
tendered in response to a tender offer which expired on December 22, 1999. Of
this, $60,000,000 will be provided by equity investments by investors in GRDG
Holdings, LLC, $25,000,000 will be proceeds of subordinated borrowings from
Allied Capital Corporation, and the remainder will be borrowed from banks for
which Bankers Trust Company is the Agent.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) A total of 10,224,950 shares of the Issuer's common stock were
tendered in response to a tender offer by Acquisition, which expired at midnight
on December 22, 1999. Acquisition has accepted the tendered shares. These shares
are beneficially owned by all the Reporting Persons. That increased the number
of Shares beneficially owned by GRDG Holdings to 15,146,411 shares, equal to
approximately 93.6% of the outstanding common stock.
7
<PAGE> 8
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 23, 1999
GRDG HOLDINGS LLC
By: /s/ JEANETTE WELSH
---------------------------------
Name: Jeanette Welsh
Title: Treasurer
THREE CITIES FUND II, L.P.
By: TCR Associates II, L.P.,
its General Partner
By: Three Cities Research, Inc.
its General Partner
By: *
---------------------------------
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/ JEANETTE WELSH
---------------------------------
Name: Jeanette Welsh
Title: Attorney in Fact
GARDEN HOLDINGS, INC.
By: /s/ JEANETTE WELSH
---------------------------------
Name: Jeanette Welsh
Title: Treasurer
GR ACQUISITION CORPORATION
By: /s/ JEANETTE WELSH
---------------------------------
Name: Jeanette Welsh
Title: Treasurer
*By: /s/ DAVID W. BERNSTEIN
---------------------------------
Name: David W. Bernstein
Title: Attorney in Fact
8
