UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF of1934 ~~Earliest Event Reported): January 28, 2014~~

~~Arden~~Date ~~Group~~of report (Date of earliest event reported): February 19, ~~Inc.~~2014

~~(Exact~~ARDEN ~~Name~~GROUP, ofINC. ~~Registrant as Specified in its Charter)~~

~~Delaware~~(Exact name of registrant as specified in its charter)

(State or Other Jurisdiction of Incorporation)

Delaware	File Number 0-9904	95-3163136
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2020 S. Central Avenue, Compton, CA		90220
(Address of principal executive offices)		(Zip Code)

0-9904	95-3163136
(Commission File Number)	(IRS Employer Identification No.)
2020 S. Central Avenue
Compton, California	90220
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 638-2842

(310) 638-2842

(Registrant’s Telephone Number, Including Area Code)

No Change

(Former name or former address, if changed since last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~7.01. Regulation FD Disclosure.~~Note

AsOn ~~previously disclosed~~February 19, on2014 ~~December~~(the ~~20,~~“Closing ~~2013~~Date”), Arden Group, Inc. (the “~~Registrant” or the “~~Company”) ~~entered~~completed ~~into~~its anmerger ~~Agreement and Plan of Merger~~ (the “Merger ~~Agreement~~”) with GRCY ~~Holdings~~Acquisition, Inc. (“~~Parent~~Merger Sub”), ~~and~~an indirect wholly-owned subsidiary of GRCY ~~Acquisition~~Holdings, Inc. (“~~Merger Sub~~Parent”), ~~providing~~pursuant ~~for~~to the ~~merger,~~Agreement ~~upon the terms~~ and ~~subject~~Plan toof ~~the~~Merger, ~~conditions~~dated ~~set~~December ~~forth~~20, in2013, ~~the~~by ~~Merger~~and ~~Agreement~~among Parent, of Merger Sub ~~with~~ and ~~into Registrant with Registrant continuing as~~ the ~~surviving~~Company ~~corporation and a wholly-owned subsidiary of Parent~~ (the “Merger Agreement”). ~~Subject~~As toa ~~the~~result ~~terms and conditions~~ of the Merger ~~Agreement~~, the ~~merger~~Company ~~consideration~~is ~~will~~now ~~consist~~an ofindirect ~~cash~~wholly-owned insubsidiary ~~an amount~~ of ~~$126~~Parent.50 ~~per~~Parent ~~share~~is ofcontrolled ~~Registrant’s~~by ~~Class~~investment Aentities ~~Common~~affiliated ~~Stock,~~with ~~par~~TPG ~~value $0.25 per share~~Capital, ~~without interest~~L.P. ~~A portion of the merger consideration is expected to be financed through a term loan~~ (~~the~~ “~~Debt Financing~~TPG”). ~~For more information about the Merger and the Merger Agreement, please see our Current Report on Form 8-K, filed December 27, 2013.~~

InItem 1.01 ~~connection~~Entry ~~with~~into ~~the proposed Debt Financing, Registrant intends to make~~ a ~~presentation~~Material toDefinitive lenders and prospective lenders (the “Lender Presentation”). A copy of certain of the materials to be used in the Lender Presentation, attached as Exhibit 99.1 to this Current Report on Form 8-K, is being furnished hereby to the Securities and Exchange Commission (“SEC”).Agreement

~~The information contained in the attached Exhibit 99.~~1 constitutes only a portion of the presentation materials being utilized in the Lender Presentation and is summary information that should be considered in the context of the Registrant’s filings with the SEC and other public announcements that Registrant may make by press release or otherwise from time to time. Senior ~~Such~~Secured ~~information~~Credit ~~speaks~~Facilities, asSecurity ofAgreement ~~the date of this Current Report. While Registrant may elect to update the attached materials in the future to reflect events~~ and ~~circumstances occurring or existing after the date of this Current Report, Registrant specifically disclaims any obligation to do so, except as may be required by law.~~Guaranty

InOverview. ~~accordance~~On ~~with~~the ~~General~~Closing ~~Instruction~~Date, ~~B.2~~in ofconnection ~~Form~~with ~~8-K~~the Merger, the ~~information~~Company ~~set forth herein~~ and inGRCY ~~Exhibit~~Intermediate 99II, Inc.1, ~~attached~~a ~~hereto~~Delaware iscorporation ~~deemed to be~~ (“~~furnished~~Holdings”), ~~and~~entered ~~shall~~into ~~not~~a becredit ~~deemed~~agreement toand berelated ~~“filed”~~security ~~for~~and ~~purposes~~other ofagreements ~~Section~~for 18(i) ofa ~~the~~$150 ~~Securities~~million ~~Exchange~~senior ~~Act~~secured ofterm ~~1934,~~loan asfacility ~~amended~~ (the “~~Exchange~~Term ~~Act~~Loan Facility”), orand ~~otherwise~~(ii) ~~subject~~a to$30 ~~the~~million ~~liabilities~~senior ofsecured ~~that~~revolving ~~section,~~loan ~~nor~~facility ~~shall~~(the ~~any~~“Revolving ofFacility”, ~~such~~and, ~~information~~together bewith ~~deemed~~the ~~incorporated~~Term byLoan ~~reference~~Facility, ~~in filings under~~ the ~~Securities~~“Senior ~~Act~~Credit ofFacilities”) ~~1933,~~with ascertain ~~amended~~lenders, orBank ~~the~~of ~~Exchange Act~~Montreal, ~~regardless~~as ofadministrative ~~any~~agent ~~general~~and ~~incorporation~~collateral ~~language~~agent, inand ~~such~~BMO ~~filing.~~Capital ~~The~~Markets ~~information~~as ~~set~~lead ~~forth~~arranger inand ~~this~~lead ~~Item 7~~bookrunner.01 ofIn ~~this~~addition ~~Current~~to ~~Report~~borrowings onupon ~~Form~~prior ~~8-K~~notice, ~~and~~ the ~~Exhibit~~Revolving ~~99.1~~Facility ~~attached~~includes ~~hereto~~borrowing ~~shall~~capacity ~~not~~of beup ~~deemed~~to an$15.0 ~~admission~~million asin to the ~~materiality~~form of ~~any~~letters of ~~such~~credit ~~information~~and or$7.5 ~~that~~million ~~the~~in ~~dissemination~~borrowings ofon ~~any~~same-day ofnotice, ~~such~~referred ~~information~~to isas ~~required~~swingline ~~by Regulation FD~~loans.

~~Forward-Looking~~The ~~Statements:~~credit agreement governing the Senior Credit Facilities provides that, subject to certain conditions, the Company may request additional tranches of term loans and/or increase commitments under the Revolving Facility and/or the Term Loan Facility. Availability of such additional tranches of term loans and/or increased commitments is subject to, among other conditions, the absence of any event of default under the credit agreement governing the Senior Credit Facilities and the receipt of commitments by existing or additional financial institutions.

~~Certain~~Interest ~~information~~Rate inand Fees. Borrowings under the ~~presentation~~Senior ~~materials~~Credit ~~attached~~Facilities ~~hereto~~bear asinterest ~~Exhibit~~at ~~99.1~~a ~~are~~rate ~~“forward-looking~~per ~~statements”~~annum ~~and~~equal ~~contain~~to ~~unaudited~~an ~~financial~~applicable ~~information~~margin ~~and~~plus, ~~data~~at ~~that~~the ~~are~~Company’s ~~subject~~option, toeither ~~adjustments.~~(i) ~~These~~a ~~statements~~base ~~are~~rate ~~based~~determined onby reference to the ~~Company’s~~highest ~~opinions,~~of ~~expectations,~~(1) ~~beliefs,~~the ~~plans,~~prime ~~objectives,~~rate ~~assumptions~~of ~~and~~Bank ~~projections~~of ~~regarding~~Montreal, ~~future~~(2) ~~events~~the orfederal ~~future~~funds ~~results~~effective rate plus 0.50% and ~~therefore~~(3) ~~are,~~a orLIBOR ~~may~~rate bedetermined ~~deemed~~by reference to ~~be,~~the ~~“forward-looking~~costs ~~statements~~of funds for U.”S. ~~These~~dollar ~~forward-looking~~deposits ~~statements~~for ~~can~~an ~~generally~~interest beperiod ~~identified~~of one month adjusted for certain additional costs, plus 1.00% or (ii) a LIBOR rate determined by reference to the ~~use~~costs of ~~forward-looking~~funds ~~terminology,~~for ~~including~~U.S. ~~the~~dollar ~~terms~~deposits ~~“believes,”~~for ~~“estimates,”~~the ~~“anticipates,”~~interest ~~“expects,”~~period ~~“seeks,”~~relevant ~~“projects,”~~to ~~“intends,”~~such ~~“plans,”~~borrowing ~~“may,”~~adjusted ~~“will”~~for orcertain ~~“should”~~additional orcosts, which, in ~~each~~the case of the Term Loan Facility only, ~~their~~shall ~~negative~~be orno ~~other~~less ~~variations~~than or1.00%. ~~comparable~~The ~~terminology~~applicable margin for borrowings under the Term Loan Facility is 4.25% ~~Such~~for ~~forward~~LIBOR borrowings and 3.25% for base rate borrowings. The initial applicable margin for borrowings under the Revolving Facility is 3.75% for LIBOR borrowings and 2.75% for base rate borrowings. The applicable margin for borrowings under the Revolving Facility will be subject to two 0.25% step-~~looking~~downs ~~statements~~based ~~reflect~~on the Company’s ~~current~~senior ~~expectations~~secured orfirst ~~beliefs~~lien ~~concerning~~net ~~current~~leverage ~~and~~ratio ~~future~~at ~~events~~the ~~and~~end ~~actual~~of ~~events~~each ~~may~~fiscal ~~differ~~quarter, ~~materially~~commencing ~~from~~with ~~historical~~the ~~results~~first orfull ~~current~~fiscal ~~expectations~~quarter ending after the Closing Date.

-In 2addition to paying interest on outstanding principal under the Senior Credit Facilities, the Company will pay customary agency fees and a commitment fee in respect of the unutilized commitments under the Revolving Facility, which will initially be 0.50% per annum. The commitment fee will be subject to a step-down equal to 0.375% per annum based on the Company’s senior secured first lien net leverage ratio at the end of each fiscal quarter, commencing with the first full fiscal quarter ending after the Closing Date.

~~Any~~Mandatory ~~such~~Prepayments. ~~forward-looking~~The ~~statements~~credit ~~relating~~agreement togoverning the ~~Merger~~Senior ~~are~~Credit ~~subject~~Facilities torequires ~~various~~certain ~~risks~~mandatory ~~and~~prepayments ~~uncertainties,~~of ~~including~~outstanding ~~uncertainties~~loans asunder to the ~~timing~~Term ofLoan Facility based on the ~~Merger~~Company’s annual excess cash flow, the ~~possibility~~net ~~that~~cash ~~various~~proceeds ~~closing~~of ~~conditions~~certain ~~for~~asset ~~the~~sales ~~Merger~~and ~~may~~casualty ~~not~~and becondemnation ~~satisfied~~events or(subject ~~waived~~to reinvestment rights), and the ~~possibility~~net ~~that~~cash ~~Parent~~proceeds ~~and~~of ~~Merger~~any ~~Sub~~incurrence ~~will~~or beissuance ~~unable~~of todebt ~~obtain~~not ~~sufficient~~permitted ~~funds~~under the Senior Credit Facilities, in each case subject to ~~close~~customary ~~the~~exceptions ~~Merger~~and thresholds.

~~Any~~Voluntary ~~such~~Prepayments. ~~forward-looking~~Voluntary ~~statements~~prepayments ~~relating to our business are subject to various risks and uncertainties, including the strength~~ of the ~~economy,~~Term ~~changes~~Loan Facility in ~~the~~connection ~~overall~~with ~~level~~repricing oftransactions ~~consumer~~on ~~spending, labor costs~~ or ~~our~~prior ~~ability~~ to ~~compete~~six ~~with~~months ~~other~~following ~~supermarkets,~~ the ~~parties’~~Closing ~~ability~~Date towill ~~consummate~~be ~~the~~subject ~~proposed~~to ~~transaction~~a oncall ~~the~~premium ~~contemplated timeline, availability~~ of ~~suitable~~1.0%. ~~store~~Otherwise, ~~locations~~all atoutstanding ~~appropriate~~loans ~~terms~~under ~~and~~the ~~other~~Senior ~~factors~~Credit ~~which~~Facilities ~~are~~may ~~set~~be ~~forth~~voluntarily inprepaid ~~the~~at ~~Company’s~~any ~~most~~time ~~recent~~without ~~Form~~premium ~~10-K~~or ~~filed~~penalty ~~with~~other ~~the~~than ~~SEC~~customary on“breakage” ~~March~~costs ~~11, 2013 and in all filings~~ with ~~the~~respect ~~SEC made by the Company subsequent~~ to ~~the~~LIBOR ~~filing of that Form 10-K~~loans.

~~The~~Amortization ~~Company~~and ~~does~~Final ~~not~~Maturity. ~~undertake~~The toTerm ~~publicly~~Loan ~~update~~Facility orrequires ~~revise~~scheduled ~~its~~quarterly ~~forward-looking statements~~payments, ~~whether~~each asequal ato ~~result~~0.25% of ~~new~~the ~~information,~~original ~~future~~principal ~~events~~amount orof ~~otherwise.~~the ~~Although~~loans under the ~~Company~~Term ~~bases~~Loan ~~these~~Facility ~~forward-looking~~made ~~statements~~ on ~~assumptions~~the ~~that~~Closing ~~it believes are reasonable when made~~Date, with the ~~Company~~balance ~~cautions~~due ~~you~~and ~~that~~payable ~~forward-looking~~on ~~statements~~the ~~are~~sixth ~~not~~anniversary ~~guarantees~~ of ~~future~~the ~~performance~~Closing ~~and~~Date. ~~that~~There ~~the~~is ~~Company’s~~no ~~actual~~scheduled ~~results~~amortization of ~~operations, financial condition and liquidity, and~~ the ~~development~~principal amounts of the ~~industry~~loans inoutstanding ~~which~~under the ~~Company~~Revolving ~~operates~~Facility. ~~may~~Any ~~differ~~principal ~~materially~~amount ~~from~~outstanding ~~those~~under ~~made in or suggested by~~ the ~~forward-looking~~Revolving ~~statements~~Facility ~~contained~~is indue ~~this Form 8-K~~ and ~~Exhibit~~payable ~~99.1~~on ~~attached~~the ~~hereto.~~fifth ~~Comparisons~~anniversary of ~~results~~the ~~for~~Closing ~~current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data~~Date.

~~Item~~Guarantees 9and Security.~~01.~~ ~~Financial~~The ~~Statements~~obligations of the Company under the Senior Credit Facilities are unconditionally guaranteed by the Company’s immediate parent and ~~Exhibits~~certain existing direct or indirect wholly-owned material domestic subsidiaries, and are required to be guaranteed by certain future direct or indirect wholly-owned material domestic subsidiaries. All obligations under the Senior Credit Facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Company’s immediate parent and its subsidiary guarantors, including:

• a first-priority pledge of all of the capital stock of the Company directly held by its immediate parent and a first-priority pledge of all of the capital stock, subject to certain exceptions, directly held by the Company and its subsidiary guarantors (dwhich pledge, in the case of the capital stock of any material foreign subsidiary, is limited to 65% of the stock of any first-tier material foreign subsidiary); ~~Exhibits.~~and

~~99.1 Selected~~• ~~Financial~~a ~~Information~~first-priority ~~Provided~~security tointerest ~~Prospective~~in ~~Debt~~substantially ~~Financing~~all ~~Sources~~of the tangible and intangible assets of the Company’s immediate parent, the Company and the subsidiary guarantors.

-Certain 3Covenants -and Events of Default. The Senior Credit Facilities contain a number of negative covenants that, among other things and subject to certain exceptions, restrict the Company’s ability and the ability of each of the Company’s subsidiaries to:

~~SIGNATURES~~• incur additional indebtedness;

~~Pursuant~~• topay ~~the~~dividends ~~requirements~~on ofits ~~the~~capital ~~Securities~~stock ~~Exchange~~or ~~Act of 1934~~redeem, ~~the~~repurchase ~~registrant~~or ~~has~~retire ~~duly~~its ~~caused~~capital ~~this~~stock ~~report~~or ~~to be signed on~~ its ~~behalf~~other byindebtedness; ~~the undersigned hereunto duly authorized.~~

		ARDEN GROUP, INC.
		(Registrant)
Date: January 28, 2014	By:	/s/ LAURA J. NEUMANN
	Name:	Laura J. Neumann
	Title:	Chief Financial Officer

• make investments, loans and acquisitions;

-• 4create -restrictions on (i) the payment of dividends or other amounts to the Company from its restricted subsidiaries that are not guarantors and (ii) the ability of the Company, its immediate parent and its subsidiary guarantors to incur liens on property for the benefit of the lenders;

~~EXHIBIT~~• ~~INDEX~~engage in transactions with its affiliates;

Exhibit Number		Description
99.1		Selected Financial Information Provided to Prospective Debt Financing Sources

• sell assets, including capital stock of its subsidiaries;

-• 5materially -alter the business it conducts;

• consolidate or merge;

• incur liens; and

• prepay or amend any junior lien, unsecured (including the Notes, as defined below) or subordinated debt.

The Company’s immediate parent is not generally subject to the negative covenants under the Senior Credit Facilities, but is subject to a passive holding company covenant that will limit its ability to engage in certain activities.

In addition, the credit agreement governing the Senior Credit Facilities requires the Company to comply with a maximum total net leverage ratio financial maintenance covenant. The breach of this covenant is subject to certain equity cure rights. The credit agreement governing the Senior Credit Facilities also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default (including upon a change of control).

2. Purchase Agreement and the Senior Notes due 2022

On the Closing Date, in connection with the Merger, Merger Sub, as the initial issuer, the Company, Holdings, and certain of the Company’s subsidiaries entered into a note purchase agreement (the “Purchase Agreement”) with the holders specified therein, pursuant to which (i) the Company’s 10.50% senior notes due 2022 were issued in an aggregate principal amount of $75 million (the “Notes”), and (ii) the Company’s immediate parent and its subsidiaries, subject to certain exceptions, guaranteed the Notes on a senior unsecured basis. The Notes bear interest at a rate of 10.50% per annum, and interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, beginning June 30, 2014. The Notes mature on February 19, 2022.

The Company may redeem the Notes, in whole or in part, at any time on and after a date set forth in the Purchase Agreement at redemption prices as set forth in the Purchase Agreement, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to such date set forth in the Purchase Agreement, the Company may redeem the Notes, in whole or in part, at its option and on one or more occasions, at a redemption price equal to 100% of the principal amount plus an “applicable premium” as set forth in the Purchase Agreement and accrued and unpaid interest, if any, to the redemption date.

The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness that is not expressly subordinated in right of payment thereto. The Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (i) the Company’s existing and future secured indebtedness, including the Senior Credit Facilities described above, to the extent of the value of the collateral securing such indebtedness and (ii) all existing and future liabilities of the Company’s non-guarantor subsidiaries.

Upon certain change of control events, each holder may require the Company to purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. To the extent not used to pay, prepay, purchase or redeem secured indebtedness (including the Senior Credit Facilities), the Purchase Agreement requires certain mandatory offers to repurchase the Notes at par with the net cash proceeds of certain asset sales and casualty and condemnation events (subject to reinvestment rights), subject to customary exceptions and thresholds.

The Purchase Agreement contains certain customary representations and warranties and provisions relating to events of default. The Purchase Agreement also contains certain customary affirmative and negative covenants substantially similar to, with certain exceptions, those under the Senior Credit Facilities, except the Notes are not subject to a financial maintenance covenant.

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, the Company terminated the commitments under its unsecured revolving credit agreement, dated as of November 1, 2011, among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, and repaid all obligations thereunder in full, except certain letters of credit backstopped under the Revolving Facility.

On the Closing Date, Arden-Mayfair, Inc. (formerly known as Arden Farms Co.), a Delaware corporation (“Arden-Mayfair”), a direct wholly-owned subsidiary of the Company, provided notice of redemption to the holders of their 7% Subordinated Income Debentures due September 1, 2014 (the “Debentures”) to pay and discharge all of the Debentures outstanding on March 21, 2014 at a redemption price equal to the principal amount of the Debentures to be redeemed plus accrued and unpaid interest. Upon (i) providing notice of redemption to holders of the Debentures and (ii) deposit with the trustee of the entire amount sufficient to pay upon redemption all Debentures not theretofore cancelled or delivered for cancellation (including principal and interest due or to become due to the applicable redemption date), and all other sums payable under the Debentures by Arden-Mayfair, the indenture, dated September 1, 1964, between Arden-Mayfair and U.S. Bank National Association (as successor-in-interest to Security Pacific National Bank and Security First National Bank), as trustee, pursuant to which the Debentures were issued, will be discharged and be of no further force and effect (except with respect to certain provisions that by the terms of such indenture expressly survive the termination of such indenture).

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, each share of Class A Common Stock, par value $0.25 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (other than shares held by (i) Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent, (ii) the Company or (iii) stockholders who have properly exercised and perfected appraisal rights under Delaware law) was cancelled and automatically converted into the right to receive $126.50 per share in cash, without interest and less any applicable withholding taxes. Following the Merger, on the Closing Date, the Company notified NASDAQ Stock Market LLC (“NASDAQ”) of its intent to remove the Common Stock from listing on NASDAQ and requested that NASDAQ file with the Securities and Exchange Commission an application on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of the Common Stock on NASDAQ was suspended before the opening of trading on February 19, 2014. The Company will file with the Securities and Exchange Commission a certification on Form 15 under the Exchange Act, requesting the deregistration of the Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Common Stock.

Item 3.03 Material Modification to Rights of Security Holders.

Effective as of the closing of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by (i) Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent, (ii) the Company or (iii) stockholders who have properly exercised and perfected appraisal rights under Delaware law) was cancelled and automatically converted into the right to receive $126.50 in cash, without interest and less any applicable withholding taxes.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Merger on the Closing Date, a change of control of the Company occurred. Upon the effectiveness of the Merger, the Company became a wholly-owned indirect subsidiary of Parent. The disclosure under Item 3.01 is incorporated herein by reference. The total amount of the consideration payable in connection with the change of control transaction was approximately $388 million. The funds used to consummate the Merger and pay related fees and expenses were from equity contributions by affiliates of TPG and certain co-investors, proceeds received in connection with debt financing provided by third party lenders as described in Item 1.01 above, and available cash from the Company’s balance sheet.

Item 8.01 Other Events.

The descriptions of the Merger and the transactions related to the Merger Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 27, 2013, and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ARDEN GROUP, INC.

	By:	/s/ Laura Neumann
	Name:	Laura Neumann
	Title:	Chief Financial Officer

	Date: February 25, 2014

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