-----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, Vr4KdP4tpRT2vv15JVvbV84zgTw6au0cuUuZ24P1CJiCrPQZBoj0XAgC0oZq15Ja GMpPVfxgzmjjOzrFyEShYg== 0000922423-05-001641.txt : 20051014 0000922423-05-001641.hdr.sgml : 20051014 20051014134101 ACCESSION NUMBER: 0000922423-05-001641 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051014 DATE AS OF CHANGE: 20051014 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: 051138342 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: GLENHILL CAPITAL LP CENTRAL INDEX KEY: 0001137373 IRS NUMBER: 134149785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 598 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-432-0600 MAIL ADDRESS: STREET 1: 598 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 kl01023_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Goody's Family Clothing, Inc. ----------------------------- (Name of Issuer) Common Stock, no par value -------------------------- (Title of Class of Securities) 382588101 --------- (CUSIP Number) Glenn J. Krevlin 598 Madison Avenue 12th Floor New York, New York 10022 ------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 14, 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 which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| Introduction. This amends and supplements the Schedule 13D dated October 6, 2005 (the "Schedule") filed with the Securities and Exchange Commission by Glenhill Capital LP, GJK Capital Management, LLC, Krevlin Advisors, LLC, Glenhill Capital Overseas Master Fund, L.P., Glenhill Capital Overseas GP, Ltd. and Glenn Krevlin with respect to the common stock, no par value, of Goody's Family Clothing, Inc., a Tennessee corporation ("Goody's"). I. Item 4 of the Schedule, "Purpose of Transaction," is amended and supplemented by adding the following: On October 14, 2005, Glenhill Capital LP and Glenhill Capital Overseas Master Fund, L.P. are sending a letter to the members of the Board of Directors of Goody's, a copy of which is attached hereto as Exhibit 99.3. II. Item 7 of the Schedule, "Material to be Filed as Exhibits," is amended by adding the following exhibit: 99.3 Letter dated October 14, 2005 from Glenhill Capital LP and Glenhill Capital Overseas Master Fund, L.P. to the members of the Board of Directors of Goody's. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: October 14, 2005 GLENHILL CAPITAL LP By: GJK Capital Management, LLC, its general partner By: Krevlin Advisors, LLC, its Managing Member By: /s/ Glenn J. Krevlin -------------------- Name: Glenn J. Krevlin Title: Managing Member GJK CAPITAL MANAGEMENT, LLC By: /s/ Glenn J. Krevlin -------------------- Name: Glenn J. Krevlin Title: Managing Member KREVLIN ADVISORS, LLC By: /s/ Glenn J. Krevlin -------------------- Name: Glenn J. Krevlin Title: Managing Member GLENHILL CAPITAL OVERSEAS MASTER FUND, L.P. By: Glenhill Capital Overseas GP, Ltd., its general partner By: /s/ Glenn J. Krevlin -------------------- Name: Glenn J. Krevlin Title: Director GLENHILL CAPITAL OVERSEAS GP, LTD. By: /s/ Glenn J. Krevlin -------------------- Name: Glenn J. Krevlin Title: Director /s/ Glenn J. Krevlin Glenn J. Krevlin EX-99 2 kl01023_ex99-3.txt EXHIBIT 99.3 LETTER EXHIBIT 99.3 October 14, 2005 To the Members of the Board of Directors: As you know, we are substantial holders of the Company's common stock. We were surprised and disturbed by management's announcement earlier this week that they have precipitously entered into a definitive agreement for the sale of the Company at a price of $8.00 per share -- despite the legitimate concerns and objections expressed by major public shareholders like ourselves, and despite the existence of apparently superior alternatives. (In fact, one credible purchaser has already renewed its previous proposal to acquire the Company, at a significantly higher price that takes account of the "break-up" payments purportedly due from the Company under the terms of the pending transaction.) The Company's cursory press release, and public filings with the SEC, have done nothing to explain the Board's conduct or address shareholder concerns. On the contrary, the Company's brief comments raise more questions than they answer. How is management's belatedly disclosed rejection of at least two alternative proposals, for example, justified by the Chief Executive Officer's statement that "those proposals were received prior to the proposing parties having had an opportunity to review the agreement we are announcing today"? When and how should the alternative purchasers have had that opportunity? How does any of that explain the Board's apparent rejection, out-of-hand, of credible alternatives? More broadly, what process, if any, did the Board follow to fulfill its duty to seek the highest price for the Company and maximize value for all shareholders? And what is the Board doing now to respond to the superior proposals that may still be available despite the Board's apparent neglect of such alternatives in the past? We believe shareholders have a right to know, in detail, how this transaction came about, why the Board turned its back on superior alternatives, and what conflicts of interest may exist, directly or indirectly, on the part of officers, directors or stockholders. In our letter of October 7, we called on each of you, as fiduciaries for the public shareholders, to fully and fairly address these important matters. We repeat that demand and request that the Board meet with us now for that purpose. In the absence of any satisfactory response, we will have no choice but to pursue our legal rights and remedies in court, which we are prepared to do immediately if that is necessary to protect the interests of the public shareholders. We look forward as a matter of urgency to your prompt response. Very truly yours, -----END PRIVACY-ENHANCED MESSAGE-----