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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
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GARDEN RIDGE CORPORATION
(Name of Issuer)
GARDEN RIDGE CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value 36541P104
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Jane L. Arbuthnot
Garden Ridge Corporation
19411 Atrium Place, Suite 170
Houston, Texas 77084
(281) 579-7901
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copy to:
David F. Taylor
Locke Liddell & Sapp LLP
600 Travis, Suite 3400
Houston, Texas 77002
(713) 226-1200
August 26, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated August 26, 1999, relating to
the tender offer by Garden Ridge Corporation, a Delaware corporation (the
"Company"), to purchase up to 3,000,000 shares of its common stock, $.01 par
value per share (the "Shares"), at a price of $7.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 26, 1999, and the related Letter of Transmittal (which
are herein collectively referred to as the "Offer"). Copies of such documents
have been previously filed as Exhibits (9)(a)(1) and (9)(a)(2), respectively, to
the Statement. The Statement is hereby amended and supplemented to incorporate
the information included herein and in the exhibits referred to below.
ITEM 8. ADDITIONAL INFORMATION.
The Offer expired at 5:00 p.m., Eastern Daylight Savings Time, on
September 23, 1999. On September 24, 1999, the Company issued a press release
announcing the preliminary results of the Offer, a copy of which is attached
hereto as Exhibit (9)(a)(9) and is incorporated herein by this reference. On
October 5, 1999, the Company issued a press release announcing the final
results of the Offer, a copy of which is attached hereto as Exhibit (9)(a)(10)
and is incorporated herein by this reference.
The number of Shares properly tendered and not withdrawn pursuant to the
Offer was 1,189,411 shares. Accordingly, the Company purchased all such Shares
at a price of $7.00 per Share. The Shares purchased pursuant to the Offer
represented approximately 7% of the outstanding shares of Common Stock
immediately prior to the Offer. Following the purchase of shares tendered in the
Offer, the Company had 15,911,125 shares of Common Stock outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
ITEM DESCRIPTION
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(9)(a)(9) Press Release issued by the Company dated September 24, 1999.
(9)(a)(10) Press Release issued by the Company dated October 5, 1999.
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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 Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.
GARDEN RIDGE CORPORATION
By: /S/ PAUL T. DAVIES
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Paul T. Davies
Chief Executive Officer
Dated: October 6, 1999
FOR IMMEDIATE RELEASE EXHIBIT 9.A.9
GARDEN RIDGE CORPORATION ANNOUNCES
PRELIMINARY RESULTS OF SELF-TENDER OFFER
HOUSTON, TEXAS -- SEPTEMBER 24, 1999 -- Garden Ridge Corporation (NASDAQ: GRDG)
announced today the preliminary results of its self-tender offer which expired
yesterday, Thursday, September 23, 1999, at 5:00 p.m., Eastern Daylight Savings
Time. The Company commenced its offer to purchase up to 3,000,000 shares of its
Common Stock at a price of $7.00 per share on Thursday, August 26, 1999.
Based upon a preliminary count by the Depositary, the Company expects to
purchase 1,230,272 shares of its Common Stock at $7.00 per share. Assuming the
Company's purchases are as expected, following the purchase of shares tendered
in the offer, the Company will have 15,870,264 shares of Common Stock
outstanding.
The determination of the actual number of shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure. Payment for shares accepted for payment will
occur as soon as practicable after determination of the final number of shares
properly tendered.
This press release is for information purposes only and is not intended to serve
as a solicitation to buy securities. Any solicitation to buy securities is made
only pursuant to the Offer to Purchase, as amended, and the Letter of
Transmittal dated August 26, 1999.
Garden Ridge is The Home Decor Marketplace. The Company's product categories
include floral (silk and dried flowers), housewares, seasonal, pictures and
frames, candles, party supplies, pottery, crafts, home accents and baskets. The
Company currently operates 32 megastores in Texas, Florida, Georgia, Illinois,
Kentucky, Missouri, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee
and Virginia.
For more information contact: Jane Arbuthnot, CFO
(281) 579-7901, ext. 205
FOR IMMEDIATE RELEASE EXHIBIT 9.A.10
GARDEN RIDGE CORPORATION ANNOUNCES FINAL RESULTS OF
SELF-TENDER OFFER
HOUSTON, TEXAS, OCTOBER 5, 1999--Garden Ridge Corporation (NASDAQ:GRDG)
announced today the final results of its self-tender offer which expired
Thursday, September 23, 1999, at 5:00 p.m., Eastern Daylight Savings Time. The
Company commenced its offer to purchase up to 3,000,000 shares of its Common
Stock at a price of $7.00 per share on Thursday, August 26, 1999.
Based upon a final count by the Depositary, the Company accepted for purchase
1,189,411 shares of Common Stock at $7.00 per share. Payment was made on
September 28, 1999 for all shares accepted for purchase. The shares of Common
Stock purchased represent approximately 7% of the outstanding Common Stock
immediately prior to the offer. Following the purchase of shares tendered in the
offer, the Company had 15,911,125 shares of Common Stock outstanding.
This press release is for information purposes only and is not intended to serve
as a solicitation to buy securities. Any solicitation to buy securities is made
only pursuant to the Offer to Purchase, as amended, and the Letter of
Transmittal dated August 26, 1999.
Garden Ridge is The Home Decor Marketplace. The Company's product categories
include floral (silk and dried flowers), housewares, seasonal, pictures and
frames, candles, party supplies, pottery, crafts, home accents and baskets. The
Company currently operates 33 megastores in Texas, Florida, Georgia, Illinois,
Kentucky, Missouri, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee
and Virginia.
For more information contact: Jane Arbuthnot, CFO
Arbuthnot, CFO (281) 579-7901, ext. 205
