SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
Rule 13e-3
Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 2)
RESTORATION HARDWARE, INC.
Restoration Hardware, Inc.
Home Holdings, LLC
Home Merger Sub, Inc.
Catterton
Partners VI, L.P.
Catterton Partners VI Offshore, L.P.
Gary G. Friedman
Glenn J. Krevlin
Glenhill Capital LP
Glenhill Capital
Overseas Master Fund, LP
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(Name of Person(s) Filing Statement)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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760981100
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(CUSIP Number of Class of Securities)
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Chris Newman
Chief Financial Officer
Restoration Hardware, Inc.
15 Koch
Road, Suite J
Corte Madera, California 94925
Telephone: (415) 924-1005
With copies to:
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Gavin B. Grover
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
Telephone: (415) 268-7000
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Steven Shoemate
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Telephone:
(212) 351-4000
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Alan J. Bogdanow
Vinson & Elkins LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Dallas,
Texas 75201
Telephone: (214) 220-7700
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Clifford E. Neimeth
Greenberg Traurig, LLP
MetLife Building, 200 Park
Avenue, New York, NY 10166
Telephone:
(212) 801-9200
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
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This statement is filed in connection with (check the appropriate box):
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x
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-(c) under the Securities Exchange Act of 1934.
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b.
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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¨
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
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Check the following box if the filing is a final amendment reporting the results of the
transaction:
þ
Calculation of
Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$177,072,003
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$6,959
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* For purposes of calculating the amount of the filing fee only.
** The filing fee was determined by adding (x) the product of (A) the number of shares of Common Stock that are proposed to be acquired in the merger and (B) the
merger consideration of $4.50 in cash per share of Common Stock, plus (y) $652,000 expected to be paid to holders of restricted stock units that will vest in connection with the merger, plus (z) $1,060,820
expected to be paid to holders of
options to purchase Common Stock with an exercise price of less than $4.50 per share in exchange for the cancellation of such options ((x), (y) and (z) together, the Total Consideration). The payment of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, was calculated by multiplying the Total Consideration by 0.0000393.
x
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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:
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$6,959
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Form or Registration No.:
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Schedule 14A Preliminary Proxy Statement
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Filing Parties:
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Restoration Hardware, Inc.
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Date Filed:
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February 19, 2008
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Introduction
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Schedule 13E-3) is being filed by (1) Restoration Hardware, Inc., a Delaware corporation (the Company), the issuer of the common
stock, par value $0.0001 per share (the Common Stock), that is subject to the Rule 13e-3 transaction, (2) Home Holdings, LLC, a Delaware limited liability company (Parent), (3) Home Merger Sub, Inc., a Delaware
corporation and a direct subsidiary of Parent (Merger Sub), (4) Catterton Partners VI, L.P., a Delaware limited partnership, and Catterton Partners VI Offshore, L.P., a Cayman Islands exempted limited partnership (collectively, the
Catterton Funds) and (5) Gary G. Friedman, the Companys President and Chief Executive Officer and the chairman of the Companys board of directors, Glenhill Capital LP, a Delaware limited partnership, Glenhill Capital
Overseas Master Fund, LP, a Cayman Islands limited partnership, and Glenn J. Krevlin, a member of the board of directors of the Company who also has sole voting and investment power with regard to shares beneficially owned by Glenhill Capital LP and
Glenhill Capital Overseas Master Fund, LP (collectively, the Affiliate Participants and, together with the Company, Parent, Merger Sub and the Catterton Funds, the Filing Parties and each a Filing Party). This
Schedule 13E-3 relates to the Agreement and Plan of Merger, dated as of November 8, 2007 (the Original Merger Agreement), by and among the Company, Parent, and Merger Sub, as amended by the First Amendment thereto, dated as of
January 24, 2008 (the Amendment and, taken together with the Original Merger Agreement, the Amended Merger Agreement). Pursuant to the terms of the Amended Merger Agreement, Merger Sub will merge with and into the
Company and the Company will become a direct wholly owned subsidiary of Parent (the Merger) and upon completion of the Merger, each outstanding share of Common Stock (other than shares held in treasury, shares owned by subsidiaries of
the Company, shares owned by Parent or Merger Sub, and shares held by stockholders who perfect appraisal rights in accordance with Delaware law), will be converted into the right to receive $4.50 in cash, without interest and less any applicable
withholding taxes. In connection with the Merger, the Affiliate Participants and Micro Cap Partners, L.P., a Delaware limited partnership (Micro Cap Partners), Palo Alto Small Cap Master Fund, L.P., a Delaware limited partnership
(Palo Alto Fund), and Reservoir Master Fund, L.P., a Delaware limited partnership (Reservoir and, together with Micro Cap Partners, Palo Alto Fund and the Affiliate Participants, the Rollover Participants), are
expected to exchange shares of Common Stock held by them for equity interests in Parent, and Vardon Capital Management, LLC, a Delaware limited liability company (Vardon Capital and, together with the Rollover Participants, the
Participants), has agreed to make an investment in Parent in exchange for an equity interest in Parent.
Concurrently with the
filing of this Schedule 13E-3, the Company is filing with the Securities and Exchange Commission a definitive proxy statement (the Proxy Statement) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the
Exchange Act), relating to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to adopt the Amended Merger Agreement. The stockholder vote required for the
adoption of the Amended Merger Agreement is as follows: (i) under Delaware law, the Amended Merger Agreement must be adopted by holders, as of the record date of the special meeting, of a majority of the outstanding shares of the Common Stock,
(ii) under the Companys amended and restated certificate of incorporation, the Merger must be approved by holders, as of the record date of the special meeting, of at least 66 2/3% of the outstanding shares of Common Stock and
(iii) under the terms of the Amended Merger Agreement, the Amended Merger Agreement must be approved by holders of a majority of the number of shares of the Companys Common Stock present in person or by proxy and voting at the special
meeting and which are held by holders that are not Participants and have not submitted an Acquisition Proposal (as defined in the Amended Merger Agreement) at any time after November 8, 2007.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the
information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each
item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.
All information contained in this Schedule 13E-3 concerning any of the Filing Parties has been provided by such Filing Parties and no
Filing Party, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Party.
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The filing of this Schedule 13E-3 shall not be construed as an admission by any Filing Party or by
any affiliate of a Filing Party, that the Company is controlled by any other Filing Party, or that any other Filing Party is an affiliate of the Company within the meaning of Rule 13e-3 under Section 13(e) of the
Exchange Act.
Item 1.
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Summary Term Sheet
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Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
Item 2.
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Subject Company Information
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Regulation M-A
Item 1002
(a) The information set forth in the Proxy Statement under the caption IDENTITY AND BACKGROUND OF FILING
PERSONS is incorporated herein by reference.
(b)-(d) The information set forth in the Proxy Statement under the caption
MARKET PRICE OF OUR COMMON STOCK is incorporated herein by reference.
(e)-(f) Not applicable.
Item 3.
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Identity and Background of Filing Person
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Regulation M-A Item 1003
(a)-(c) The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
IDENTITY AND BACKGROUND OF FILING PERSONS
ANNEX IInformation Relating to Parent, Merger Sub, the Catterton Funds and the Affiliate Participants.
Item 4.
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Terms of the Transaction
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Regulation M-A
Item 1004
(a)(1) Not applicable.
(a)(2) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRequired Vote
SPECIAL FACTORSBackground of the Merger
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SPECIAL FACTORSFairness of the Merger; Recommendations of the Independent Committee and Our
Board of Directors
SPECIAL FACTORSPurposes and Reasons of the Affiliate Participants
SPECIAL FACTORSPurposes and Reasons of Parent, Merger Sub and the Catterton Funds
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSRollover Agreements/Investment Agreement
SPECIAL
FACTORSMaterial United States Federal Income Tax Consequences of the Merger
THE AMENDED MERGER AGREEMENTConditions
to the Merger
(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL
FACTORSCertain Effects of the Merger
SPECIAL FACTORSRollover Agreements/Investment Agreement
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSAppraisal Rights
APPRAISAL RIGHTS
ANNEX HSection 262 of the Delaware General Corporation Law
(e) The information set forth in the Proxy Statement under the caption PROVISIONS FOR UNAFFILIATED STOCKHOLDERS is incorporated herein
by reference.
(f) Not applicable.
Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
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Regulation M-A Item 1005
(a) The information set forth in the Proxy Statement under the caption
SPECIAL FACTORSRelated Party Transactions is incorporated herein by reference.
(b) The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRollover Agreements/Investment Agreement
SPECIAL
FACTORSFinancing
SPECIAL FACTORSVoting Agreements
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSRelated Party Transactions
THE AMENDED MERGER AGREEMENT
ANNEX A Agreement and Plan of Merger, dated as
of November 8, 2007, among Parent, Merger Sub and the Company
ANNEX B First Amendment to the Agreement and Plan of
Merger, dated as of January 24, 2008, among Parent, Merger Sub and the Company
ANNEX E Form of Stockholder Voting
Agreement with Vardon Capital
ANNEX F Form of Stockholder Voting Agreement with Participants (other than Vardon
Capital) and Glenn Krevlin
ANNEX G Form of Amendment to Stockholder Voting Agreement with Participants and Glenn
Krevlin
(c) The information set forth in the Proxy Statement under the caption SPECIAL FACTORSBackground of the
Merger is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSRollover Agreements/Investment Agreement
SPECIAL
FACTORSFinancing
SPECIAL FACTORSVoting Agreements
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSRelated Party Transactions
THE AMENDED MERGER AGREEMENT
Item 6.
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Purposes of the Transaction and Plans or Proposals
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Regulation M-A Item 1006
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(b) The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL
FACTORSCertain Effects of the Merger
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the
Merger
THE AMENDED MERGER AGREEMENTTreatment of Stock, Stock Options and Restricted Stock Units
THE AMENDED MERGER AGREEMENTExchange and Payment Procedures
ANNEX A Agreement and Plan of Merger, dated as of November 8, 2007, among Parent, Merger Sub and the Company
ANNEX B First Amendment to the Agreement and Plan of Merger, dated as of January 24, 2008, among Parent, Merger Sub and the
Company
(c)(1)-(8) The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL
FACTORSBackground of the Merger
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSPlans for the Company After the Merger
SPECIAL FACTORSFinancing
SPECIAL FACTORSVoting Agreements
SPECIAL FACTORSRollover Agreements/Investment Agreement
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
THE AMENDED MERGER AGREEMENT
ANNEX A Agreement and Plan of Merger, dated as of November 8, 2007, among Parent, Merger Sub and the Company
ANNEX B First Amendment to the Agreement and Plan of Merger, dated as of January 24, 2008, among Parent, Merger Sub and the Company
Item 7.
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Purposes, Alternatives, Reasons and Effects
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Regulation M-A Item 1013
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(a)-(c) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSPurposes and Reasons of the Affiliate Participants
SPECIAL
FACTORSPurposes and Reasons of Parent, Merger Sub and the Catterton Funds
SPECIAL FACTORSFairness of the Merger;
Recommendations of the Independent Committee and Our Board of Directors
SPECIAL FACTORSPosition of the Participants
Regarding the Fairness of the Merger
SPECIAL FACTORSPosition of Parent, Merger Sub and the Catterton Funds Regarding the
Fairness of the Merger
SPECIAL FACTORSConduct of the Companys Business if the Merger is Not Completed
SPECIAL FACTORSPlans for the Company After the Merger
(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the
Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Independent Committee and Our Board of
Directors
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSPlans for the Company After the Merger
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSMaterial United States Federal Income Tax Consequences of the Merger
SPECIAL
FACTORSFees and Expenses
THE AMENDED MERGER AGREEMENT
APPRAISAL RIGHTS
ANNEX A Agreement and Plan of Merger, dated as of November 8, 2007, among Parent, Merger Sub and the Company
ANNEX B First Amendment to the Agreement and Plan of Merger, dated as of January 24, 2008, among Parent, Merger Sub and the Company
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Item 8.
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Fairness of the Transaction
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Regulation M-A
Item 1014
(a)-(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL
FACTORSFairness of the Merger; Recommendations of the Independent Committee and Our Board of Directors
SPECIAL
FACTORSPurposes and Reasons of the Affiliate Participants
SPECIAL FACTORSPurposes and Reasons of Parent, Merger
Sub and the Catterton Funds
SPECIAL FACTORSPosition of the Affiliate Participants Regarding the Fairness of the
Merger
SPECIAL FACTORSPosition of Parent, Merger Sub and the Catterton Funds Regarding the Fairness of the Merger
(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRequired Vote
THE AMENDED MERGER AGREEMENTConditions to the Merger
(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Independent Committee and Our Board of Directors
(e) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Independent Committee and Our Board of Directors
(f) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
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Item 9.
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Reports, Opinions, Appraisals and Certain Negotiations
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Regulation M-A Item 1015
(a)-(c) The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSOpinion of UBS Securities LLC
ANNEX COpinion of UBS Securities LLC
Item 10.
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Source and Amounts of Funds or Other Consideration
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Regulation M-A Item 1007
(a)-(b) The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing
SPECIAL FACTORSGuarantees
SPECIAL FACTORSRollover Agreements/Investment Agreement
THE AMENDED MERGER AGREEMENTConsent under Existing Credit Facility; Financing
THE AMENDED MERGER AGREEMENTRollover Agreements/Investment Agreement
THE AMENDED MERGER AGREEMENTEquity Commitments
(c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSConduct of the Companys Business if the Merger is Not Completed
SPECIAL FACTORSFees and Expenses
THE AMENDED MERGER AGREEMENTTermination
THE AMENDED MERGER AGREEMENTTermination Fees and Expenses
(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing
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THE AMENDED MERGER AGREEMENTConsent under Existing Credit Facility; Financing
Item 11.
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Interest in Securities of the Subject Company
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Regulation M-A Item 1008
(a) The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSRelated Party Transactions
THE AMENDED MERGER AGREEMENT
ANNEX A Agreement and Plan of Merger, dated as
of November 8, 2007, among Parent, Merger Sub and the Company
ANNEX B First Amendment to the Agreement and Plan of
Merger, dated as of January 24, 2008, among Parent, Merger Sub and the Company
Item 12.
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The Solicitation or Recommendation
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Regulation M-A
Item 1012
(d) The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL
MEETINGRequired Vote
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Independent Committee and Our Board of Directors
SPECIAL FACTORSVoting Agreements
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(e) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Independent Committee and Our Board of Directors
Item 13.
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Financial Statements
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Regulation M-A Item 1010
(a) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSFinancial Projections
INFORMATION ABOUT THE COMPANYSelected Historical Financial Data
INFORMATION ABOUT
THE COMPANYRatio of Earnings to Fixed Charges
INFORMATION ABOUT THE COMPANYNet Book Value Per Share of the Company
Common Stock
(b) Not applicable.
Item 14.
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Persons/Assets, Retained, Employed, Compensated or Used
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Regulation M-A Item 1009
(a) The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGSolicitation of Proxies
SPECIAL FACTORSFees and
Expenses
(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGSolicitation of
Proxies
Item 15.
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Additional Information
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Regulation M-A
Item 1011
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(b) The information contained in the Proxy Statement, including all annexes thereto, is incorporated
herein by reference.
Regulation M-A Item 1016
(a)(1) Definitive Proxy Statement filed with the Securities and Exchange Commission on May 9, 2008.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Definitive Proxy Statement.
(b)(1) Letter Agreement between Restoration Hardware, Inc., The Michaels Furniture Company, Inc., Bank of America, N.A., The CIT Group/Business
Credit, Inc. and Wells Fargo Retail Finance, LLC dated as of November7, 2007. *
(b)(2) Letter Agreement dated as of January 24, 2008
between Restoration Hardware, Inc., The Michaels Furniture Company, Inc., Bank of America, N.A., The CIT Group/Business Credit, Inc. and Wells Fargo Retail Finance, LLC. *
(b)(3) Subordinated Unsecured PIK Promissory Note dated January 24, 2008 from Restoration Hardware, Inc. to Catterton Partners VI, L.P. *
(b)(4) Subordinated Unsecured PIK Promissory Note dated January 24, 2008 from Restoration Hardware, Inc. to Catterton Partners VI
Offshore, L.P. *
(b)(5) Fee Letter dated January 24, 2008 from Catterton Management Company LLC to Restoration Hardware, Inc. *
(b)(6) Letter Agreement dated January 24, 2008, between Home Holdings, LLC, Catterton Partners VI, L.P. and Restoration Hardware,
Inc. *
(b)(7) Letter Agreement dated January 24, 2008, between Home Holdings, LLC, Catterton Partners VI Offshore, L.P. and
Restoration Hardware, Inc. *
(b)(8) Subordination Agreement dated January 24, 2008, between Bank of American, N.A., Catterton
Partners VI Offshore, L.P., Restoration Hardware, Inc. and The Michaels Furniture Company, Inc. *
(b)(9) Subordination Agreement dated
January 24, 2008, between Bank of American, N.A., Catterton Partners VI Offshore, L.P., Restoration Hardware, Inc. and The Michaels Furniture Company, Inc. *
(c)(1) Opinion of UBS Securities LLC, attached as Annex C to the Proxy Statement.
(c)(2) Presentation materials, dated October 2007, prepared by UBS Securities LLC for the Independent Committee of the Board of Directors of Restoration Hardware, Inc. *
(c)(3) Presentation materials, dated November 7, 2007, prepared by UBS Securities LLC for the Independent Committee of the Board of Directors
of Restoration Hardware, Inc. *
(c)(4) Presentation materials, dated January 22, 2008, prepared by UBS Securities LLC for the
Independent Committee of the Board of Directors of Restoration Hardware, Inc. *
(d)(1) Agreement and Plan of Merger, dated as of
November 8, 2007, among Home Holdings, LLC, Home Merger Sub, Inc. and Restoration Hardware, Inc., attached as Annex A to the Proxy Statement.
(d)(2) First Amendment to the Agreement and Plan of Merger, dated as of January 24, 2008, among Home Holdings, LLC, Home Merger Sub, Inc. and Restoration Hardware, Inc., attached as Annex B to the Proxy Statement.
(d)(3) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Gary G. Friedman. *
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(d)(4) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Glenhill
Capital LP. *
(d)(5) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Glenhill Capital Overseas
Master Fund, LP. *
(d)(6) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Micro Cap Partners, L.P.
*
(d)(7) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Palo Alto Small Cap Master Fund, L.P. *
(d)(8) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Reservoir Master Fund, L.P. *
(d)(9) Investment Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Vardon Capital Management, LLC. *
(d)(10) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Gary G. Friedman. *
(d)(11) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Glenhill Capital LP. *
(d)(12) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Glenhill Capital Overseas Master Fund, LP. *
(d)(13) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Micro Cap Partners, L.P. *
(d)(14) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Palo Alto Small Cap Master Fund, L.P. *
(d)(15) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Reservoir Master Fund, L.P. *
(d)(16) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Vardon Capital Management, LLC. *
(d)(17) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Gary G. Friedman, dated as of November 8, 2007. *
(d)(18) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital LP, dated as of November 8, 2007. *
(d)(19) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital Overseas Master Fund, LP, dated as of
November 8, 2007. *
(d)(20) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital Concentrated
Long Master Fund LLC, dated as of November 8, 2007. *
(d)(21) Stockholder Voting Agreement entered into by Restoration Hardware, Inc.
and Glenn J. Krevlin, dated as of November 8, 2007. *
(d)(22) Stockholder Voting Agreement entered into by Restoration Hardware, Inc.
and Micro Cap Partners, L.P., dated as of November 8, 2007. *
(d)(23) Stockholder Voting Agreement entered into by Restoration
Hardware, Inc. and Palo Alto Small Cap Master Fund, L.P., dated as of November 8, 2007. *
(d)(24) Stockholder Voting Agreement
entered into by Restoration Hardware, Inc. and UBTI Free, L.P., dated as of November 8, 2007. *
(d)(25) Stockholder Voting Agreement
entered into by Restoration Hardware, Inc. and Reservoir Master Fund, L.P., dated as of November 8, 2007. *
12
(d)(26) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Vardon Capital
Management, LLC, dated as of November 8, 2007. *
(d)(27) Amendment to Stockholder Voting Agreement entered into by Restoration
Hardware, Inc. and Gary G. Friedman, dated as of January 24, 2008. *
(d)(28) Amendment to Stockholder Voting Agreement entered into
by Restoration Hardware, Inc. and Glenhill Capital LP, dated as of January 24, 2008. *
(d)(29) Amendment to Stockholder Voting
Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital Overseas Master Fund, LP, dated as of January 24, 2008. *
(d)(30) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital Concentrated Long Master Fund LLC, dated as of January 24, 2008. *
(d)(31) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenn J. Krevlin, dated as of January 24, 2008. *
(d)(32) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Micro Cap Partners, L.P., dated as of
January 24, 2008. *
(d)(33) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Palo Alto Small
Cap Master Fund, L.P., dated as of January 24, 2008. *
(d)(34) Amendment to Stockholder Voting Agreement entered into by Restoration
Hardware, Inc. and UBTI Free, L.P., dated as of January 24, 2008. *
(d)(35) Amendment to Stockholder Voting Agreement entered into by
Restoration Hardware, Inc. and Reservoir Master Fund, L.P., dated as of January 24, 2008. *
(d)(36) Amendment to Stockholder Voting
Agreement entered into by Restoration Hardware, Inc. and Vardon Capital Management, LLC, dated as of January 24, 2008. *
(f) Section 262 of the Delaware General Corporation Law, attached as Annex H to the Proxy Statement.
(g) None.
*
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Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on February 19, 2008
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13
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
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Dated: May 9, 2008
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RESTORATION HARDWARE, INC.
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By:
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/s/ Gary Friedman
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Name:
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Gary Friedman
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Title:
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Chairman, President and Chief Executive Officer
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
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Dated: May 9, 2008
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HOME HOLDINGS, LLC
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By:
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/s/ J. Michael Chu
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Name:
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J. Michael Chu
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Title:
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President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
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Dated: May 9, 2008
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HOME MERGER SUB, INC.
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By:
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/s/ J. Michael Chu
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Name:
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J. Michael Chu
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Title:
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President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
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Dated: May 9, 2008
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CATTERTON PARTNERS VI, L.P.
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By:
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Catterton Managing Partner VI, L.L.C.,
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Its General Partner
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By:
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CP6 Management, L.L.C.,
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Its Managing Member
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By:
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/s/ J. Michael Chu
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Name:
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J. Michael Chu
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Title:
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Authorized Agent
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
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Dated: May 9, 2008
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CATTERTON PARTNERS VI OFFSHORE, L.P.
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By:
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Catterton Managing Partner VI, L.L.C.,
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Its General Partner
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By:
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CP6 Management, L.L.C.,
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Its Managing Member
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By:
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/s/ J. Michael Chu
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Name:
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J. Michael Chu
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Title:
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Authorized Agent
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: May 9, 2008
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/s/ Gary G. Friedman
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Gary G. Friedman
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: May 9, 2008
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/s/ Glenn J. Krevlin
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Glenn J. Krevlin
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
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Dated: May 9, 2008
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GLENHILL CAPITAL OVERSEAS MASTER FUND, LP
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By:
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Glenhill Capital Overseas GP, LTD.,
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Its General Partner
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By:
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Glenhill Capital Management, LLC,
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Its Sole Shareholder
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By:
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Glenhill Advisors, LLC,
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Its Managing Member
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By:
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/s/ Glenn J. Krevlin
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Name:
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Glenn J. Krevlin
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Title:
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Managing Member
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
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Dated: May 9, 2008
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GLENHILL CAPITAL LP
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By:
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Glenhill Capital Management, LLC,
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Its Sole Shareholder
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By:
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Glenhill Advisors, LLC,
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Its Managing Member
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By:
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/s/ Glenn J. Krevlin
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Name:
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Glenn J. Krevlin
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Title:
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Managing Member
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EXHIBIT INDEX
(a)(1) Definitive Proxy Statement filed with the Securities and Exchange Commission on May 9, 2008.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Definitive Proxy Statement.
(b)(1) Letter Agreement between Restoration Hardware, Inc., The Michaels Furniture Company, Inc., Bank of America, N.A., The CIT Group/Business Credit, Inc. and Wells Fargo Retail Finance, LLC dated as of November 8, 2007. *
(b)(2) Letter Agreement dated as of January 24, 2008 between Restoration Hardware, Inc., The Michaels Furniture Company, Inc., Bank
of America, N.A., The CIT Group/Business Credit, Inc. and Wells Fargo Retail Finance, LLC. *
(b)(3) Subordinated Unsecured PIK Promissory
Note dated January 24, 2008 from Restoration Hardware, Inc. to Catterton Partners VI, L.P. *
(b)(4) Subordinated Unsecured PIK
Promissory Note dated January 24, 2008 from Restoration Hardware, Inc. to Catterton Partners VI Offshore, L.P. *
(b)(5) Fee Letter
dated January 24, 2008 from Catterton Management Company LLC to Restoration Hardware, Inc. *
(b)(6) Letter Agreement dated
January 24, 2008, between Home Holdings, LLC, Catterton Partners VI, L.P. and Restoration Hardware, Inc. *
(b)(7) Letter Agreement
dated January 24, 2008, between Home Holdings, LLC, Catterton Partners VI Offshore, L.P. and Restoration Hardware, Inc. *
(b)(8)
Subordination Agreement dated January 24, 2008, between Bank of American, N.A., Catterton Partners VI Offshore, L.P., Restoration Hardware, Inc. and The Michaels Furniture Company, Inc. *
(b)(9) Subordination Agreement dated January 24, 2008, between Bank of American, N.A., Catterton Partners VI Offshore, L.P., Restoration Hardware,
Inc. and The Michaels Furniture Company, Inc. *
(c)(1) Opinion of UBS Securities LLC, attached as Annex C to the Proxy Statement.
(c)(2) Presentation materials, dated October 2007, prepared by UBS Securities LLC for the Independent Committee of the Board of
Directors of Restoration Hardware, Inc. *
(c)(3) Presentation materials, dated November 7, 2007, prepared by UBS Securities LLC
for the Independent Committee of the Board of Directors of Restoration Hardware, Inc. *
(c)(4) Presentation materials, dated
January 22, 2008, prepared by UBS Securities LLC for the Independent Committee of the Board of Directors of Restoration Hardware, Inc. *
(d)(1) Agreement and Plan of Merger, dated as of November 8, 2007, among Home Holdings, LLC, Home Merger Sub, Inc. and Restoration Hardware, Inc., attached as Annex A to the Proxy Statement.
(d)(2) First Amendment to the Agreement and Plan of Merger, dated as of January 24, 2008, among Home Holdings, LLC, Home Merger Sub, Inc. and
Restoration Hardware, Inc., attached as Annex B to the Proxy Statement.
(d)(3) Rollover Agreement, dated November 8, 2007, by
and between Home Holdings, LLC and Gary G. Friedman. *
(d)(4) Rollover Agreement, dated November 8, 2007, by and between Home
Holdings, LLC and Glenhill Capital LP. *
(d)(5) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and
Glenhill Capital Overseas Master Fund, LP. *
(d)(6) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Micro Cap
Partners, L.P. *
(d)(7) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Palo Alto Small Cap Master
Fund, L.P. *
(d)(8) Rollover Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Reservoir Master Fund,
L.P. *
(d)(9) Investment Agreement, dated November 8, 2007, by and between Home Holdings, LLC and Vardon Capital Management,
LLC. *
(d)(10) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Gary G. Friedman. *
(d)(11) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Glenhill Capital LP. *
(d)(12) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Glenhill Capital Overseas Master Fund, LP. *
(d)(13) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Micro Cap Partners, L.P. *
(d)(14) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Palo Alto Small Cap Master Fund, L.P. *
(d)(15) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Reservoir Master Fund, L.P. *
(d)(16) Letter Agreement, dated January 24, 2008, by and between Home Holdings, LLC and Vardon Capital Management, LLC. *
(d)(17) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Gary G. Friedman, dated as of November 8, 2007. *
(d)(18) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital LP, dated as of November 8, 2007. *
(d)(19) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital Overseas Master Fund, LP, dated as of
November 8, 2007. *
(d)(20) Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill Capital Concentrated
Long Master Fund LLC, dated as of November 8, 2007. *
(d)(21) Stockholder Voting Agreement entered into by Restoration Hardware, Inc.
and Glenn J. Krevlin, dated as of November 8, 2007. *
(d)(22) Stockholder Voting Agreement entered into by Restoration Hardware, Inc.
and Micro Cap Partners, L.P., dated as of November 8, 2007. *
(d)(23) Stockholder Voting Agreement entered into by Restoration
Hardware, Inc. and Palo Alto Small Cap Master Fund, L.P., dated as of November 8, 2007. *
(d)(24) Stockholder Voting Agreement
entered into by Restoration Hardware, Inc. and UBTI Free, L.P., dated as of November 8, 2007. *
(d)(25) Stockholder Voting Agreement
entered into by Restoration Hardware, Inc. and Reservoir Master Fund, L.P., dated as of November 8, 2007. *
(d)(26) Stockholder
Voting Agreement entered into by Restoration Hardware, Inc. and Vardon Capital Management, LLC, dated as of November 8, 2007. *
(d)(27) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Gary G. Friedman, dated as of January 24, 2008. *
(d)(28) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenhill
Capital LP, dated as of January 24, 2008. *
(d)(29) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware,
Inc. and Glenhill Capital Overseas Master Fund, LP, dated as of January 24, 2008. *
(d)(30) Amendment to Stockholder Voting Agreement
entered into by Restoration Hardware, Inc. and Glenhill Capital Concentrated Long Master Fund LLC, dated as of January 24, 2008. *
(d)(31) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Glenn J. Krevlin, dated as of January 24, 2008. *
(d)(32) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Micro Cap Partners, L.P., dated as of January 24, 2008. *
(d)(33) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and Palo Alto Small Cap Master Fund, L.P., dated as of
January 24, 2008. *
(d)(34) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and UBTI Free, L.P.,
dated as of January 24, 2008. *
(d)(35) Amendment to Stockholder Voting Agreement entered into by Restoration Hardware, Inc. and
Reservoir Master Fund, L.P., dated as of January 24, 2008. *
(d)(36) Amendment to Stockholder Voting Agreement entered into by
Restoration Hardware, Inc. and Vardon Capital Management, LLC, dated as of January 24, 2008. *
(f) Section 262 of the
Delaware General Corporation Law, attached as Annex H to the Proxy Statement.
(g) None.
*
|
Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on February 19, 2008.
|
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