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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. 2)
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GARDEN RIDGE CORPORATION
(Name of the Issuer)
GR ACQUISITION CORPORATION
GARDEN HOLDINGS INC.
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
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This is a final amendment to 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 offer by 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 were not already owned by the
Purchaser or 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, as the Schedule 13E-3 was
previously amended by Amendment No. 1, which was filed with the Securities and
Exchange Committee on December 8, 1999.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by the Purchaser, GRDG Holdings, Garden
Holdings Inc. ("Garden Holdings") and the Three Cities Funds.
Garden Holdings is a Delaware corporation organized in order to become the
immediate shareholder of the Purchaser. Garden Holdings is 97.8% owned by GRDG
Holdings and owns all the outstanding shares of the Purchaser. The principal
executive offices of Garden Holdings are located at the offices of Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The Purchaser accepted and purchased 10,167,800 shares of Garden Ridge common
stock which were properly tendered in response to the tender offer, and not
withdrawn before the tender offer which expired at 12:00 midnight on December
22, 1999. This increased the total number of shares owned by the Purchaser, GRDG
Holdings, Garden Holdings and the Three Cities Funds to 15,089,261 shares, equal
to 93.2% of the outstanding Garden Ridge common stock.
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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: January 5, 2000
GR ACQUISITION CORPORATION
By: /s/ J. William Uhrig
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J. William Uhrig
President
GARDEN HOLDINGS INC.
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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