| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GOODYS FAMILY CLOTHING INC /TN [ GDYS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, no par value per share | 01/27/2006 | 01/27/2006 | P | 33,000,000 | A | $9.6(1) | 33,000,000(1) | D(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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 | 01/30/2006 | |
| /s/ Michael Zimmerman | 01/30/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||