-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OuwVRYSOHvvr6Huw9KR9/Szn7GGKCuJg1c6H8ZOivFI17LFREFQsTGUw+zMlQ+2k Bwmc2/Ff0tjIlR2x61guWA== 0000930413-08-000518.txt : 20080125 0000930413-08-000518.hdr.sgml : 20080125 20080125164824 ACCESSION NUMBER: 0000930413-08-000518 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20080125 DATE AS OF CHANGE: 20080125 GROUP MEMBERS: GLENHILL CAPITAL LP GROUP MEMBERS: GLENHILL CAPITAL OVERSEAS MASTER FUND, LP GROUP MEMBERS: GLENHILL CONCENTRATED LONG MASTER FUND, LLC GROUP MEMBERS: GLENN J. KREVLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESTORATION HARDWARE INC CENTRAL INDEX KEY: 0000863821 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 680140361 STATE OF INCORPORATION: CA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54313 FILM NUMBER: 08551486 BUSINESS ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE J CITY: CORTE MADERA STATE: CA ZIP: 94925 BUSINESS PHONE: 415-924-1005 MAIL ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE J CITY: CORTE MADERA STATE: CA ZIP: 94925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENHILL ADVISORS LLC CENTRAL INDEX KEY: 0001137521 IRS NUMBER: 134153005 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 598 MADISON AVE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-432-0600 MAIL ADDRESS: STREET 1: 598 MADISON AVE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: KREVLIN ADVISORS LLC DATE OF NAME CHANGE: 20010402 SC 13D/A 1 c52132_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)*

Restoration Hardware, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

760981100

(CUSIP Number)

Glenn J. Krevlin

Glenhill Advisors, LLC

598 Madison Avenue, 12^thFloor

New York, New York 10022

(646) 432-0600

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

-with a copy to-

Clifford E. Neimeth, Esq.

Greenberg Traurig, LLP

The MetLife Building

200 Park Avenue

New York, NY 10166

(212) 801-9200

January 24, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 760981100

1
	NAME OF REPORTING PERSONS

	Glenn J. Krevlin

2
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) o
	(b) x

3
	SEC USE ONLY


4
	SOURCE OF FUNDS (See Instructions)

	WC
5
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o


6
	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			4,991,471
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			4,991,471
		10	SHARED DISPOSITIVE POWER

			-0-
11
	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,991,471
12
	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o


13
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12.9%
14
	TYPE OF REPORTING PERSON (See Instructions)

	IN, HC

SCHEDULE 13D

CUSIP No. 760981100

1
	NAME OF REPORTING PERSONS

	Glenhill Advisors, LLC

2
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) o
	(b) x

3
	SEC USE ONLY


4
	SOURCE OF FUNDS (See Instructions)

	WC
5
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o


6
	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			4,991,471
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			4,991,471
		10	SHARED DISPOSITIVE POWER

			-0-
11
	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,991,471
12
	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o


13
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12.9%
14
	TYPE OF REPORTING PERSON (See Instructions)

	HC

SCHEDULE 13D

CUSIP No. 760981100

1
	NAME OF REPORTING PERSONS

	Glenhill Capital LP

2
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) o
	(b) x

3
	SEC USE ONLY


4
	SOURCE OF FUNDS (See Instructions)

	WC
5
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o


6
	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			2,244,179
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			2,244,179
		10	SHARED DISPOSITIVE POWER

			-0-
11
	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,244,179
12
	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o


13
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.8%
14
	TYPE OF REPORTING PERSON (See Instructions)

	PN

SCHEDULE 13D

CUSIP No. 760981100

1
	NAME OF REPORTING PERSONS

	Glenhill Capital Overseas Master Fund, LP

2
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) o
	(b) x

3
	SEC USE ONLY


4
	SOURCE OF FUNDS (See Instructions)

	WC
5
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o


6
	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			1,388,354
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			1,388,354
		10	SHARED DISPOSITIVE POWER

			-0-
11
	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,388,354
12
	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o


13
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.6%
14
	TYPE OF REPORTING PERSON (See Instructions)

	PN

SCHEDULE 13D

CUSIP No. 760981100

1
	NAME OF REPORTING PERSONS

	Glenhill Concentrated Long Master Fund, LLC

2
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) o
	(b) x

3
	SEC USE ONLY


4
	SOURCE OF FUNDS (See Instructions)

	WC
5
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o


6
	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			1,298,100
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			1,298,100
		10	SHARED DISPOSITIVE POWER

			-0-
11
	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,298,100
12
	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o


13
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.3%
14
	TYPE OF REPORTING PERSON (See Instructions)

	OO

This Amendment No. 6 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of Glenn J. Krevlin, a citizen of the United States (“Krevlin”), Glenhill Advisors, LLC, a Delaware limited liability company (“Glenhill Advisors”), Glenhill Capital LP, a Delaware limited partnership (“Glenhill Capital”), Glenhill Capital Overseas Master Fund, LP, a Cayman Islands limited partnership (“Glenhill Overseas”), and Glenhill Concentrated Long Master Fund, LLC, a Delaware limited liability company (“Glenhill Concentrated” and, collectively with Krevlin, Glenhill Advisors, Glenhill Capital and Glenhill Overseas, the “Reporting Persons”), initially filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2001 (as amended by Amendments No. 1, 2, 3, 4 and 5 heretofore filed with the SEC, the “Schedule 13D”), with respect to the Common Stock, par value $0.0001 (the “Common Stock”), of Restoration Hardware, Inc., a Delaware corporation (the “Issuer”).

Items 4, 6 and 7 of the Schedule 13D are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following:

On January 24, 2008, the Issuer announced that it entered into an amendment to the Merger Agreement dated as of November 8, 2007, among the Issuer, Parent and Merger Sub. Under the terms of the First Amendment, dated as of January 24, 2008, to the Merger Agreement, by and among the Issuer, Parent and Merger Sub (the “Amended Merger Agreement”), all outstanding shares of Common Stock of the Issuer, other than those exchanged by certain stockholders participating with Catterton Partners, an affiliate of Parent and Merger Sub, in the transaction, will be acquired for a price per share equal to $4.50 in cash. The Amended Merger Agreement also amends certain other provisions of the Merger Agreement, including extending the outside termination date therefor from April 30, 2008 to June 30, 2008.

On January 24, 2008, in connection with the transactions contemplated by the Amended Merger Agreement, each of Krevlin, Glenhill Capital, Glenhill Overseas and Glenhill Concentrated executed an Amendment, dated as of January 24, 2008, to the Stockholder Voting Agreement with the Issuer (each, an “Amended Stockholder Voting Agreement”), and each of Glenhill Capital and Glenhill Overseas executed an Equity Rollover Consent dated January 24, 2008, with Parent (each, an “Equity Rollover Consent”).

A copy of each of the Amended Stockholder Voting Agreements between the Issuer and each of Krevlin, Glenhill Capital, Glenhill Overseas and Glenhill Concentrated, and a copy of each of the Equity Rollover Consents between Parent and each of Glenhill Capital and Glenhill Overseas is filed herewith as Exhibits 1, 2, 3, 4, 5 and 6, respectively, and is incorporated in this Item 4 in its entirety.

Except as expressly set forth above, the Reporting Persons have no present plans, proposals, commitments, arrangements or understandings with respect to any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

On January 24, 2008, in connection with the transactions contemplated by the Amended Merger Agreement, each of Krevlin, Glenhill Capital, Glenhill Overseas and Glenhill Concentrated executed an Amended Stockholder Voting Agreement with the Issuer, and each of Glenhill Capital and Glenhill Overseas executed an Equity Rollover Consent with Parent.

Item 7. Materials to be Filed as Exhibits.

	Exhibit 1		Amended Stockholder Voting Agreement dated as of January
			24, 2008, by and between the Issuer and Krevlin.

	Exhibit 2		Amended Stockholder Voting Agreement dated as of January
			24, 2008, by and between the Issuer and Glenhill Capital.

	Exhibit 3		Amended Stockholder Voting Agreement dated as of January
			24, 2008, by and between the Issuer and Glenhill Overseas.

	Exhibit 4		Amended Stockholder Voting Agreement dated as of January
			24, 2008, by and between the Issuer and Glenhill
			Concentrated.

	Exhibit 5		Equity Rollover Consent dated January 24, 2008, by and
			between Parent and Glenhill Capital.

	Exhibit 6		Equity Rollover Consent dated January 24, 2008, by and
			between Parent and Glenhill Overseas.

SIGNATURE

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: January 25, 2008

/s/ Glenn J. Krevlin
GLENN J. KREVLIN

GLENHILL ADVISORS, LLC

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member

GLENHILL CAPITAL LP

By: Glenhill Capital Management, LLC, its General Partner

By: Glenhill Advisors, LLC, its Managing Member

	By:	/s/ Glenn J. Krevlin
		Name: Glenn J. Krevlin
		Title: Managing Member

GLENHILL CAPITAL OVERSEAS MASTER FUND, LP

By: Glenhill Capital Overseas GP, Ltd., its General Partner

By: Glenhill Capital Management, LLC, its Sole Shareholder

By: Glenhill Advisors, LLC, its Managing Member

	By:	/s/ Glenn J. Krevlin
		Name: Glenn J. Krevlin
		Title: Managing Member

GLENHILL CONCENTRATED LONG MASTER FUND, LLC

By: Glenhill Capital Management, LLC, its Managing Member

By: Glenhill Advisors, LLC, its Managing Member

	By:	/s/ Glenn J. Krevlin
		Name: Glenn J. Krevlin
		Title: Managing Member

EX-99.1 2 c52132_ex99-1.htm

Exhibit 1

AMENDMENT TO
STOCKHOLDER VOTING AGREEMENT

THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).

RECITALS

WHEREAS, the Company and the Stockholder are parties to that certain Stockholder Voting Agreement dated as of November 8, 2007 (the “Voting Agreement”), which was executed and delivered concurrently with the execution of the Merger Agreement dated as of November 8, 2007 (the “Merger Agreement”), by and among the Company, Home Holdings, LLC, a Delaware limited liability company (the “Parent”), and Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”).

WHEREAS, concurrent with the execution and delivery hereof, the Company, Parent and Merger Sub are entering into a First Amendment to the Merger Agreement pursuant to which, among other things, the Merger Consideration (as defined in the Merger Agreement) is being reduced to $4.50 in cash per share of Company Common Stock.

WHEREAS, Section 10 of the Voting Agreement provides that the Voting Agreement may be amended in a writing signed by the parties thereto.

WHEREAS, the first recital in the Voting Agreement makes reference to the Merger Agreement as it may be amended from time to time so long as no amendment reduces the Merger Consideration.

WHEREAS, the undersigned parties intend that the Voting Agreement shall remain applicable in all respects in accordance with its original terms to the Merger Agreement as amended including the revised Merger Consideration of $4.50 per share except that the final deadline expiration date of the Voting Agreement shall be extended from June 30, 2008 to August 31, 2008 consistent with the original structure of the Voting Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

AMENDMENT

1. Amendment of Voting Agreement. Subject to the terms of this Amendment, the parties intend that the Voting Agreement shall remain applicable in all respects in accordance with its original terms to the Merger Agreement as amended including the revised Merger Consideration of $4.50 (except that the final expiration deadline of the Voting Agreement is to be extended to August 31, 2008) and accordingly the two references to “June 30,2008” in Section 6 of the Voting Agreement are hereby changed to read “August 31, 2008” and the first recital of the

Voting Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, concurrent with the execution and delivery of this amended Voting Agreement dated as of January 24, 2008, the Company, Home Holdings, LLC, a Delaware limited liability company (the “Parent”), and Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”), are entering into a First Amendment to Merger Agreement of even date herewith (such Merger Agreement, as amended, and as it may be hereafter amended from time to time pursuant to the terms thereof other than an amendment that reduces the Merger Consideration below $4.50 in cash per share of Company Common Stock or imposes additional material conditions to the Parent’s obligation to consummate the Merger, the “Merger Agreement”) (capitalized and other defined terms used but not expressly defined herein have the respective meanings assigned thereto in the Merger Agreement);”

2. Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement.

3. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect. The Stockholder hereby agrees and confirms that its obligations under the Agreement, as amended by this Amendment, shall remain in full force and effective following execution of this Amendment by the parties hereto.

4. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

5. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without reference to its principles of conflicts of law.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

7. Entire Agreement. This Amendment, together with the Agreement and the documents expressly referred to herein and therein, contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

RESTORATION HARDWARE, INC.

By: /s/ Chris Newman
Name: Chris Newman
Title: Chief Financial Officer

[Signature Page to the Amendment to the Stockholder Voting Agreement]

/s/ Glenn J. Krevlin
Glenn J. Krevlin

[Signature Page to the Amendment to the Stockholder Voting Agreement]

EX-99.2 3 c52132_ex99-2.htm

Exhibit 2

AMENDMENT TO
STOCKHOLDER VOTING AGREEMENT

RECITALS

WHEREAS, Section 10 of the Voting Agreement provides that the Voting Agreement may be amended in a writing signed by the parties thereto.

WHEREAS, the first recital in the Voting Agreement makes reference to the Merger Agreement as it may be amended from time to time so long as no amendment reduces the Merger Consideration.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

AMENDMENT

Voting Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, concurrent with the execution and delivery of this amended Voting Agreement dated as of January 24, 2008, the Company, Home Holdings, LLC, a Delaware limited liability company (the “Parent”), and Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”), are entering into a First Amendment to Merger Agreement of even date herewith (such Merger Agreement, as amended, and as it may be hereafter amended from time to time pursuant to the terms thereof other than an amendment that reduces the Merger Consideration below $4.50 in cash per share of Company Common Stock or imposes additional material conditions to the Parent’s obligation to consummate the Merger, the “Merger Agreement”) (capitalized and other defined terms used but not expressly defined herein have the respective meanings assigned thereto in the Merger Agreement);”

2. Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement.

4. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

5. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without reference to its principles of conflicts of law.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

RESTORATION HARDWARE, INC.

By: /s/ Chris Newman
Name: Chris Newman
Title: Chief Financial Officer

[Signature Page to the Amendment to the Stockholder Voting Agreement]

GLENHILL CAPITAL LP

By:	Glenhill Capital Management, LLC.,
	Its General Partner

By:	Glenhill Advisors, LLC
	Its Manager

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member

[Signature Page to the Amendment to the Stockholder Voting Agreement]

EX-99.3 4 c52132_ex99-3.htm

Exhibit 3

AMENDMENT TO
STOCKHOLDER VOTING AGREEMENT

RECITALS

WHEREAS, Section 10 of the Voting Agreement provides that the Voting Agreement may be amended in a writing signed by the parties thereto.

WHEREAS, the first recital in the Voting Agreement makes reference to the Merger Agreement as it may be amended from time to time so long as no amendment reduces the Merger Consideration.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

AMENDMENT

Voting Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, concurrent with the execution and delivery of this amended Voting Agreement dated as of January 24, 2008, the Company, Home Holdings, LLC, a Delaware limited liability company (the “Parent”), and Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”), are entering into a First Amendment to Merger Agreement of even date herewith (such Merger Agreement, as amended, and as it may be hereafter amended from time to time pursuant to the terms thereof other than an amendment that reduces the Merger Consideration below $4.50 in cash per share of Company Common Stock or imposes additional material conditions to the Parent’s obligation to consummate the Merger, the “Merger Agreement”) (capitalized and other defined terms used but not expressly defined herein have the respective meanings assigned thereto in the Merger Agreement);”

2. Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement.

4. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

5. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without reference to its principles of conflicts of law.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

RESTORATION HARDWARE, INC.

By: /s/ Chris Newman
Name: Chris Newman
Title: Chief Financial Officer

[Signature Page to the Amendment to the Stockholder Voting Agreement]

GLENHILL CAPITAL OVERSEAS MASTER
FUND, LP

By:	Glenhill Capital Overseas GP, LTD.,
	Its General Partner

By:	Glenhill Capital Management, LLC.,
	Its Sole Shareholder

By:	Glenhill Advisors, LLC
	Its Manager

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member

[Signature Page to the Amendment to the Stockholder Voting Agreement]

EX-99.4 5 c52132_ex99-4.htm

Exhibit 4

AMENDMENT TO
STOCKHOLDER VOTING AGREEMENT

RECITALS

WHEREAS, Section 10 of the Voting Agreement provides that the Voting Agreement may be amended in a writing signed by the parties thereto.

WHEREAS, the first recital in the Voting Agreement makes reference to the Merger Agreement as it may be amended from time to time so long as no amendment reduces the Merger Consideration.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

AMENDMENT

Voting Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, concurrent with the execution and delivery of this amended Voting Agreement dated as of January 24, 2008, the Company, Home Holdings, LLC, a Delaware limited liability company (the “Parent”), and Home Merger Sub, Inc., a Delaware corporation (“Merger Sub”), are entering into a First Amendment to Merger Agreement of even date herewith (such Merger Agreement, as amended, and as it may be hereafter amended from time to time pursuant to the terms thereof other than an amendment that reduces the Merger Consideration below $4.50 in cash per share of Company Common Stock or imposes additional material conditions to the Parent’s obligation to consummate the Merger, the “Merger Agreement”) (capitalized and other defined terms used but not expressly defined herein have the respective meanings assigned thereto in the Merger Agreement);”

2. Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement.

4. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

5. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without reference to its principles of conflicts of law.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

RESTORATION HARDWARE, INC.

By: /s/ Chris Newman
Name: Chris Newman
Title: Chief Financial Officer

[Signature Page to the Amendment to the Stockholder Voting Agreement]

GLENHILL CONCENTRATED LONG MASTER
FUND LLC

By:	Glenhill Capital Management, LLC.,
	Its Managing Member

By:	Glenhill Advisors, LLC
	Its Managing Manager

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member

[Signature Page to the Amendment to the Stockholder Voting Agreement]

EX-99.5 6 c52132_ex99-5.htm

Exhibit 5

January 24, 2008

To:	Home Holdings, LLC

Re:	Equity Rollover

Ladies and Gentlemen,

Reference is made to (i) the Agreement and Plan of Merger, dated November 8, 2007 (the “Merger Agreement”), between Home Holdings, LLC (“Parent”), Home Merger Sub, Inc., a Delaware corporation, and Restoration Hardware, Inc., a Delaware corporation (the “Company”) and (ii) the letter agreement (the “Letter Agreement”), dated November 8, 2007, between Parent and the undersigned. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Merger Agreement, as amended by the Amendment.

The undersigned hereby (i) consents and agrees to the amendment to the Merger Agreement (the “Amendment”), in the form attached as Exhibit A hereto; (ii) agrees and acknowledges that its obligations under the Letter Agreement shall remain in full force and effect following execution of the Amendment by the parties thereto; (iii) agrees and acknowledges that the capitalized terms used but not defined in the Letter Agreement (including the term “Merger Consideration”) shall have the meanings set forth in the Merger Agreement, as amended by the Amendment; (iv) acknowledges that in connection with the execution of the Amendment an affiliate of Parent will lend to the Company $25 million in exchange for a Junior PIK Promissory Note in the form attached as Exhibit B (the “Note”), which Note may be exchanged for equity of the Company upon completion of the Merger; and (v) waives any right under the Letter Agreement that the undersigned may have to co-invest in connection with the Company’s issuance of the Note or the equity issued upon exchange of the Note for equity of the Company upon completion of the Merger.

[Remainder of page intentionally left blank.]

Very truly yours,

GLENHILL CAPITAL LP

By:	GLENHILL CAPITAL MANAGEMENT, LLC,
	Its General Partner

By:	GLENHILL ADVISORS, LLC,
	Its Managing Member

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member

[Signature page to Rollover Agreement Consent]

Agreed and Acknowledged by:

Home Holdings, LLC

By: /s/ J. Michael Chu
Name: J. Michael Chu
Title: President

Consented to by (solely for purposes of providing its consent to the amendment of the Letter Agreement):

Restoration Hardware, Inc.

By: /s/ Chris Newman
Name: Chris Newman
Title: Chief Financial Officer

[Signature page to Rollover Agreement Consent]

EX-99.6 7 c52132_ex99-6.htm

Exhibit 6

January 24, 2008

To:	Home Holdings, LLC

Re:	Equity Rollover

Ladies and Gentlemen,

[Remainder of page intentionally left blank.]

Very truly yours,

GLENHILL CAPITAL OVERSEAS MASTER
FUND, LP

By:	GLENHILL CAPITAL OVERSEAS GP, LTD.,
	Its General Partner

By:	GLENHILL CAPITAL MANAGEMENT, LLC,
	Its Sole Shareholder

By:	GLENHILL ADVISORS, LLC,
	Its Managing Member

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member

[Signature page to Rollover Agreement Consent]

Agreed and Acknowledged by:

Home Holdings, LLC

By: /s/ J. Michael Chu
Name: J. Michael Chu
Title: President

Consented to by (solely for purposes of providing
its consent to the amendment of the Letter Agreement):

Restoration Hardware, Inc.

By: /s/ Chris Newman
Name: Chris Newman
Title: Chief Financial Officer

[Signature page to Rollover Agreement Consent]

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