<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
(Amendment No. 2)
GARDEN RIDGE CORPORATION
(Name of Subject Company)
GR ACQUISITION CORPORATION
GARDEN HOLDINGS INC.
GRDG HOLDINGS LLC
THREE CITIES FUND II, L.P.
THREE CITIES OFFSHORE II C.V.
(Bidders)
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)
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 Bidder)
Copy to:
DAVID W. BERNSTEIN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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.
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
<PAGE> 2
CUSIP No. 36541P104 SCHEDULE 14D-1 Page 2 of 8 Pages
1. Name Of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
GR ACQUISITION CORPORATION
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Sources of Funds
AF - Affiliate
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
15,089,261
8. Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
93.2%
10. Type of Reporting Person
CO
2
<PAGE> 3
CUSIP No. 36541P104 SCHEDULE 14D-1 Page 3 of 8 Pages
1. Name Of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
GARDEN HOLDINGS INC.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Sources of Funds
OO - Member Contributions
BK - Bank
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
15,089,261
8. Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
93.2%
3
<PAGE> 4
CUSIP No. 36541P104 SCHEDULE 14D-1 Page 4 of 8 Pages
1. Name Of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
GRDG HOLDINGS LLC
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Sources of Funds
OO - Member Contributions
BK - Bank
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
15,089,261
8. Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
93.2%
10. Type of Reporting Person
HC
4
<PAGE> 5
CUSIP No. 36541P104 SCHEDULE 14D-1 Page 5 of 8 Pages
1. Name Of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
THREE CITIES FUND II, L.P.
2. Check the Appropriate Box if a Member of a Group
(a)
(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(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
15,089,261
8. Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
93.2%
10. Type of Reporting Person
PN
5
<PAGE> 6
CUSIP No. 36541P104 SCHEDULE 14D-1 Page 6 of 8 Pages
1. Name Of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
THREE CITIES OFFSHORE II C.V.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Sources of Funds
AF - Affiliate
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
NETHERLANDS ANTILLES
7. Aggregate Amount Beneficially Owned by Each Reporting Person
15,089,261
8. Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
93.2%
10. Type of Reporting Person
PN
6
<PAGE> 7
This is a final amendment to the Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1") filed with the Commission by the Purchaser and the
Bidders 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 were not
already 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. Unless the
context otherwise requires, defined terms used in this Amendment have the
meanings ascribed to them in the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
The Purchaser accepted and processed 10,167,800 Shares which were
properly tendered in response to the tender offer, and not withdrawn, before the
tender offer expired on December 27, 1999, at 12:00 midnight. This increased the
total number of Shares owned by the Purchaser or its affiliates to 15,089,261
Shares (93.2% of the outstanding Shares).
7
<PAGE> 8
SIGNATURES
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
---------------------
J. William Uhrig
President
GRDG HOLDINGS LLC
By: /s/ J. William Uhrig
---------------------
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
--------------------
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
---------------------
J. William Uhrig
President
8
