-----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, HOIxpiwEmsmibGXSjZwF2pZvUs/kwQIs/IS0FU/Q2hhnK3lEM+aaGWLEaSTh4SDn uGJfz3R1zIFEI2sPyt+Ekg== 0000902664-05-001992.txt : 20051012 0000902664-05-001992.hdr.sgml : 20051012 20051011192926 ACCESSION NUMBER: 0000902664-05-001992 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051012 DATE AS OF CHANGE: 20051011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOODYS FAMILY CLOTHING INC /TN CENTRAL INDEX KEY: 0000879123 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 620793974 STATE OF INCORPORATION: TN FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42079 FILM NUMBER: 051133707 BUSINESS ADDRESS: STREET 1: 400 GOODYS LN STREET 2: P O BOX 22000 CITY: KNOXVILLE STATE: TN ZIP: 37922 BUSINESS PHONE: 8659662000 MAIL ADDRESS: STREET 1: P O BOX 22000 STREET 2: 400 GOODYS LANE CITY: KNOXVILLE STATE: TN ZIP: 379332000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 IRS NUMBER: 731728931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da.txt GOODY'S FAMILY CLOTHING, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D/A* (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) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Goody's Family Clothing, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 382588101 - -------------------------------------------------------------------------------- (CUSIP Number) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 11, 2005 - -------------------------------------------------------------------------------- (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 of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [X] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - -------------------------- * 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). - ------------------------------ -------------------- CUSIP NO. 382588101 SCHEDULE 13D/A PAGE 2 OF 6 PAGES - ------------------------------ -------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Prentice Capital Management, LP - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- --------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,080,100 (see Item 5) OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,080,100 (see Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,080,100 (see Item 5) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.28% (see Item 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ -------------------- CUSIP NO. 382588101 SCHEDULE 13D/A PAGE 3 OF 6 PAGES - ------------------------------ -------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Zimmerman - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- --------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,080,100 (see Item 5) OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,080,100 (see Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,080,100 (see Item 5) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.28% (see Item 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ -------------------- CUSIP NO. 382588101 SCHEDULE 13D/A PAGE 4 OF 6 PAGES - ------------------------------ -------------------- The Schedule 13D filed on October 6, 2005 by Prentice Capital Management, LP, a Delaware limited partnership, and Michael Zimmerman (together, the "Reporting Persons") relating to the shares of Common Stock, no par value (the "Shares"), of Goody's Family Clothing, Inc., a Delaware corporation (the "Issuer"), and amended by Amendment No. 1 filed on October 6, 2005 is hereby amended as set forth below by this Amendment No. 2 to the Schedule 13D. The principal executive office of the Issuer is located at 400 Goody's Lane, Knoxville, TN 37922. Item 4 Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the last paragraph thereof and replacing it with the following: On October 11, 2005, the Reporting Persons, jointly with GMM, sent a letter to the Issuer modifying their October 6, 2005 acquisition proposal by modifying the purchase price to $8.50 per share, with the possibility of a higher price upon completion of due diligence, which amount takes into account the Issuer's obligation to pay a termination fee and expenses under the Agreement and Plan of Merger by and among GFC Enterprises, Inc. and GFC Holding Corp. The proposal contemplates entering into definitive agreements with the Issuer (and its principal stockholder) that would have substantially the same covenants, representations, warranties and conditions as contained in the definitive agreements contained in the Agreement and Plan of Merger. A copy of the letter is filed as Exhibit E and incorporated herein by reference. Except as set forth herein, neither of the Reporting Persons have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, and, alone or with others, pursuing discussions with the Issuer, other stockholders and third parties with respect to the proposed acquisition of the Issuer and their investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. Item 7. Material to be Filed as Exhibits. 1. Exhibit A - Joint Acquisition Statement, dated October 6, 2005 (previously filed) 2. Exhibit B - Letter to Issuer, dated September 29, 2005 (previously filed) 3. Exhibit C - Transactions in the Shares by the Reporting Persons during the past 60 days (previously filed) 4. Exhibit D - Letter to Issuer, dated October 6, 2005 (previously filed) 5. Exhibit E - Letter to Issuer, dated October 11, 2005 - ------------------------------ -------------------- CUSIP NO. 382588101 SCHEDULE 13D/A PAGE 5 OF 6 PAGES - ------------------------------ -------------------- SIGNATURES 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: October 11, 2005 PRENTICE CAPITAL MANAGEMENT, LP By: /s/ Charles Phillips ---------------------------- Name: Charles Phillips Title: Chief Operating Officer MICHAEL ZIMMERMAN /s/ Michael Zimmerman -------------------------------- Michael Zimmerman - ------------------------------ -------------------- CUSIP NO. 382588101 SCHEDULE 13D/A PAGE 6 OF 6 PAGES - ------------------------------ -------------------- EXHIBIT INDEX ------------- 1. Exhibit A - Joint Acquisition Statement, dated October 6, 2005 (previously filed) 2. Exhibit B - Letter to Issuer, dated September 29, 2005 (previously filed) 3. Exhibit C - Transactions in the Shares by the Reporting Persons during the past 60 days (previously filed) 4. Exhibit D - Letter to Issuer, dated October 6, 2005 (previously filed) 5. Exhibit E - Letter to Issuer, dated October 11, 2005 EX-99 2 exhibit_e.txt EXHIBIT E GMM CAPITAL LLC PRENTICE CAPITAL MANAGEMENT, LP October 11, 2005 CONFIDENTIAL - ------------ Board of Directors Goody's Family Clothing, Inc. 400 Goody's Lane P.O. Box 22000 Knoxville, TN 37933-2000 Attn: Robert M. Goodfriend Chairman and Chief Executive Officer Re: GOODY'S FAMILY CLOTHING, INC. Dear Mr. Goodfriend: We are writing to submit this proposal for an acquisition of 100% of the capital stock of Goody's Family Clothing, Inc. (the "Company") by GMM Capital LLC and Prentice Capital Management, LP. at an all cash price of $8.50 per share, with the possibility of a higher price upon completion of due diligence, payable to the Company's stockholders, which amount takes into account the Company's obligation to pay a termination fee and expenses under the Agreement and Plan of Merger, dated as of October 7, 2005 (the "Sun Agreement"), by and among the Company, GFC Enterprises, Inc. and GFC Holding Corp. We believe that our proposal is clearly superior to the $8.00 per share that is being offered by Sun Capital under the Sun Agreement. Our proposal represents a premium of 6.25% over the price being offered by Sun Capital. We are prepared to effectuate our proposed transaction through the prompt commencement of a cash tender offer followed by a cash merger, once a binding definitive agreement has been finalized and executed. We have reviewed the Sun Agreement and related agreements that were publicly filed and our intention would be to enter into definitive agreements with the Company (and its principal stockholder) that would have substantially the same covenants, representations, warranties and conditions as are contained in such agreements. We believe that such agreements could be entered into immediately following the completion of our confirmatory due diligence. As we indicated in our letter dated October 7, 2005, we have already fully reviewed the publicly available information with respect to the Company, and believe we would be able to complete any remaining confirmatory due diligence promptly following our receipt of the due diligence information provided to Sun Capital. We would like to receive access to this information (as well as the schedules to the Sun Agreement) as soon as possible and are prepared to immediately enter into a confidentiality agreement with the Company on terms not less favorable to the Company than the terms of the Confidentiality Agreement entered into with Sun Capital. The principal focus of our diligence would be to validate inventory and real estate valuations, and any material that the Company has in this regard would facilitate and accelerate our review. Our definitive agreement, once signed, would not be subject to any further due diligence. As we have previously indicated, our transaction proposal is not subject to any financing condition. GMM and Prentice are prepared to enter into a commitment to provide the full amount of funding necessary to pay the purchase price for the acquisition, as well as the fees and expenses associated therewith. In addition, we do not anticipate any difficulty in obtaining antitrust approval in connection with the transaction. We are prepared to devote our full effort and resources to pursue this transaction on an expedited basis. We understand that, after Sun Capital has been informed of our proposal, which we intend to make public, the Company's Board of Directors can authorize management to enter into discussions with us and, subject to our signing a confidentiality agreement, make due diligence information available to us, and we would respectfully request that the Company's Board make that determination as soon as possible. We very much look forward to hearing from you at the earliest opportunity. Again, Isaac Dabah of GMM can be reached at (212) 688-8288 and Michael Zimmerman of Prentice Capital can be reached at (212) 756-8040. Very truly yours, GMM CAPITAL LLC By: /s/ Isaac Dabah ------------------------------ Name: Isaac Dabah Title: Director PRENTICE CAPITAL MANAGEMENT, L.P. By: /s/ Michael Zimmerman ------------------------------ Name: Michael Zimmerman Title: Chief Executive Officer cc: Steven H. Tishman Rothschild, Inc. Martin Nussbaum, Esq. Dechert LLP -----END PRIVACY-ENHANCED MESSAGE-----