X0202 4 2006-01-27 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, no par value per share 2006-01-27 2006-01-27 4 P 0 33000000 9.60 A 33000000 D Pursuant to the Acquisition Agreement and Agreement and Plan of Merger, dated October 27, 2005, by and among Goody's Family Clothing, Inc. (the "Company"), GF Acquisition Corp. and Goody's Holdings, Inc., GF Acquisition Corp. merged with and into the Company on January 27, 2006 via a short-form merger. In the merger, all outstanding shares of the Company were cancelled and converted into the right to receive the merger consideration of $9.60 per share, and each outstanding share of GF Acquisition Corp. was converted into 330,000 shares of common stock of the Company. As a result, Goody's Holdings, Inc., which owned 100% of GF Acquisition Corp., now owns all 33,000,000 of the outstanding shares of common stock of the Company. Following the consummation of the merger, the surviving corporation has terminated the registration of its shares under the Securities Exchange Act of 1934 and such shares were delisted from the NASDAQ National Market. Goody's Holdings, Inc., is owned in equal parts by GMM Capital LLC and PGDYS LLC. GMM Trust is the managing member of GMM Capital LLC, and Prentice Capital Management, LP is the managing member of PGDYS LLC. Prentice Capital Management, LP is deemed to be the indirect beneficial owner of the securities held by Goody's Holdings, Inc. Michael Zimmerman, as the Managing Member of Prentice Management GP, LLC the general partner of Prentice Capital Management, LP may also be deemed to be the indirect beneficial owner of such securities. The Reporting Persons disclaim beneficial ownership of any and all such amounts in excess of such actual pecuniary interest. /s/ Prentice Capital Management, L.P., by Charles Phillips, Chief Operating Officer 2006-01-30 /s/ Michael Zimmerman 2006-01-30