X0202 3 2005-10-27 0 0000879123 GOODYS FAMILY CLOTHING INC /TN GDYS 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2080100 D Common Stock 0 I See remarks below (1). By virtue of that certain Support Agreement, dated as of October 27, 2005, by and among GF Goods Inc. ("Parent"), GF Acquisition Corp. ("GF Acquisition"), Robert M. Goodfriend, Wendy S. Goodfriend, Jeffrey A. Goodfriend, The Stacey Alyssa Goodfriend Subchapter S Trust, The Jeffrey Alan Goodfriend Subchapter S Trust and the Goodfriend Foundation (each a "Principal Shareholder" and collectively referred to herein as the "Principal Shareholders"), each of Prentice Capital Management and Michael Zimmerman(collectively, the "Reporting Persons"), may, subject to the Support Agreement, be deemed a beneficial owner pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 14,520,370 shares (the "Shares") of Common Stock of Goody's Family Clothing, Inc. ("Goody's") which are owned by the Principal Shareholders as of October 27, 2005. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons hereby states that /s/ Prentice Capital Management, LP, by Charles Phillips, Chief Operating Officer 2005-11-04 /s/ Michael Zimmerman 2005-11-04