Sec Form 13D Filing - KREVLIN ADVISORS LLC filing for RESTORATION HARDWARE INC (RSTO) - 2008-01-25

          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.

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