UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------
FOX & HOUND RESTAURANT GROUP
(Name of Subject Company)
------------------------
F&H ACQUISITION CORP.
NPSP ACQUISITION CORP.
NEWCASTLE PARTNERS, L.P.
STEEL PARTNERS II, L.P.
(Names of Filing Persons--Offeror)
------------------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
-------------------------
351321104
(Cusip Number of Class of Securities)
------------------------
MARK E. SCHWARZ
MANAGING MEMBER
NEWCASTLE PARTNERS, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
(214) 661-7474
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- --------------------------------------------------------------------------------
$149,850,105 $541
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* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 9,193,258 (the maximum number of
shares of common stock of subject company estimated to be acquired by
Offeror) by $16.30 (the purchase price per share offered by Offeror).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory
No. 5 for fiscal year 2006, equals $107.00 per million dollars of
transaction value.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $15,248 Filing Party: Newcastle Partners, L.P.
Form or Registration No.: SC TO-T Date Filed: January 6, 2006
Amount Previously Paid: $245 Filing Party: Newcastle Partners, L.P.
Form or Registration No.: SC TO-T Date Filed: January 13, 2006
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|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
ITEMS 1 THROUGH 9, AND ITEM 11.
This Amendment No. 2 to Tender Offer Statement on Schedule TO amends
and supplements the statement originally filed on January 6, 2006, as amended,
by F&H Acquisition Corp., a Delaware corporation ("Parent"), NPSP Acquisition
Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of
Parent, Newcastle Partners, L.P., a Texas limited partnership, and Steel
Partners II, L.P., a Delaware limited partnership. This Schedule TO relates to
the offer by the Purchaser to purchase all outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Fox & Hound Restaurant Group, a
Delaware corporation (the "Company"), at $15.75 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 6, 2006, as amended (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1 through
9 and 11 of this Schedule TO.
The price per Share to be paid pursuant to the Offer has been increased
from $15.75 per Share to $16.30 per Share, net to the seller in cash, without
interest. The full text of the press release issued by Parent on January 26,
2006, announcing the increase in the offer price is filed herewith as Exhibit
(a)(5)(ix). All references in the Offer to Purchase, Letter of Transmittal, the
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees, and the Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, to the offer price of $15.75 per
Share are hereby amended and restated to refer to $16.30 per Share.
The Expiration Date of the Offer has been extended to 12:00 Midnight,
New York City time, on Wednesday, February 8, 2006. The full text of the press
release issued by Parent on January 26, 2006, announcing the extension of the
Expiration Date of the Offer is filed herewith as Exhibit (a)(5)(ix). All
references in the Offer to Purchase, Letter of Transmittal, the Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, to the Expiration Date as 12:00 Midnight, New York City
time, on Monday, February 6, 2006, are hereby amended and restated to refer to
the Expiration Date as 12:00 Midnight, New York City time, on Wednesday,
February 8, 2006.
The Offer to Purchase is further amended as follows:
The phrase "$145.0 million" in response to the question "Do you have
the financial resources to pay for the shares" in the Summary Term Sheet is
hereby deleted and replaced with the phrase "$150.2 million".
All references to and descriptions of the Liquor Condition in the Offer
to Purchase, the Letter of Transmittal and the Letter to Clients for use by
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees are
hereby deleted pursuant to Parent and the Purchaser's decision to eliminate the
Liquor Condition.
The following is hereby inserted at the end of the response to the
question "What does the Board of Directors of Fox & Hound Restaurant Group think
of the offer" in the Summary Term Sheet:
"On January 20, 2006, Fox & Hound filed an amendment to its
solicitation/recommendation statement with the Securities and Exchange
Commission on Schedule 14D-9 with respect to the Schedule TO filed by LLCP, as
amended, announcing (a) that Fox & Hound's Board of Directors (i) determined
that the Amended and Restated Agreement and Plan of Merger, dated January 17,
2006 (the "Amended Merger Agreement"), and the transactions contemplated
thereby, including the revised tender offer (the "Revised LLCP Offer") and the
Merger, are fair to and in the best interests of the Company and its
stockholders, (ii) authorized and approved the Amended Merger Agreement, the
Revised LLCP Offer, the Merger and the other transactions contemplated by the
Amended Merger Agreement, (iii) recommended that the Company's stockholders
accept the Revised LLCP Offer and tender their shares of Company common stock to
F&H Finance Corp. pursuant to the Revised LLCP Offer and (iv) recommended that,
if necessary, the Company's stockholders adopt the Amended Merger Agreement and
approve the Merger and (b) that to the best of the Company's knowledge, each
executive officer, director, affiliate and subsidiary of the Company currently
intends, subject to compliance with applicable law, including Section 16(b) of
the Exchange Act, to tender all shares of common stock of the Company held of
record or beneficially owned by such person or entity to LLCP in the Revised
LLCP Offer (other than shares of common stock of the Company that such person or
entity has the right to purchase by exercising stock options).
On January 20, 2006, Fox & Hound filed a solicitation/recommendation
statement with the Securities and Exchange Commission on Schedule 14D-9 with
respect to the Schedule TO, as amended, filed by us and our affiliates
announcing (a) that Fox & Hound's Board of Directors recommended that the
stockholders of the Company reject our Offer and not tender their shares of
Company common stock to us pursuant to our Offer and (b) that in light of (i)
LLCP's competing all cash tender offer of $16.00 per share and (ii) the Board's
recommendation, after due and reasonable inquiry, to the best of the Company's
knowledge, the executive officers and directors of the Company currently intend
not to tender shares of Company common stock held of record or beneficially
owned by such persons to us in the Offer.
On January 26, 2006, Fox & Hound filed an amendment to its
solicitation/recommendation statement with the Securities and Exchange
Commission on Schedule 14D-9 with respect to the Schedule TO filed by LLCP, as
amended, indicating that the Board considered a number of factors including the
following in reaching its recommendation with respect to the Revised LLCP Offer:
(i) market price of Fox & Hound common stock, (ii) the current and historical
financial condition and results of operations of Fox & Hound, (iii) the
proposals contemplated by the Amended Merger Agreement constituted the best
acquisition proposal received by Fox & Hound at that time, (iv) alternative
strategic alternatives to increase stockholder value other than a sale of Fox &
Hound, (v) presentations from financial advisors, (vi) conditions to
consummation of the Revised LLCP Offer and (vii) and termination fee and expense
reimbursement provisions of the Amended Merger Agreement.
On January 26, 2006, Fox & Hound filed an amendment to its
solicitation/recommendation statement with the Securities and Exchange
Commission on Schedule 14D-9 with respect to the Schedule TO, as amended, filed
by us and our affiliates. This amendment indicates that in reaching its
recommendation with respect to our Offer, Fox & Hound's Board of Directors
considered a number of factors, including the following: (i) the Fox & Hound
Board of Directors considered LLCP's competing offer of $16.00 per share and
determined that $16.00 was more favorable than the $15.75 per share offer by
Parent and (ii) the Fox & Hound Board of Directors considered that the best
acquisition proposal received by Fox & Hound, specifically with respect to (a)
the purchase price to be paid per share of Fox & Hound common stock and (b) the
conditions required to be satisfied or waived in order to consummate the
transaction, was the Revised LLCP Offer, not our Offer."
The sentence "The offer currently is scheduled to expire at 12:00
Midnight, New York City time, on Monday, February 6, 2006" in the response to
the question "How long do I have to decide whether to tender in the offer" in
the Summary Term Sheet is hereby deleted and replaced with the sentence "We have
extended the offer and the offer is currently scheduled to expire at 12:00
Midnight, New York City time, on Wednesday, February 8, 2006."
The following condition has been deleted from the response to the
question "What are the most significant conditions to the offer" in the Summary
Term Sheet:
"(iii) the obtaining of all consents, approvals or authorizations
required by all state, city or local liquor licensing boards, agencies or other
similar entities..."
The second sentence in the response to the question "Will the offer be
followed by a merger if all the Fox & Hound shares are not tendered in the
offer" in the Summary Term Sheet is hereby amended and restated to read as
follows:
"Upon consummation of that merger, F&H Acquisition Corp. will own all
of the shares and all remaining stockholders (other than us, F&H Acquisition
Corp., the Sponsors and stockholders properly exercising their appraisal rights)
will receive the price per share paid in the offer."
The following Questions and Answers are hereby inserted at the end of
the Summary Term Sheet.
"IF I ALREADY TENDERED MY SHARES IN THE ORIGINAL OFFER, DO I HAVE TO DO
ANYTHING NEW?
No. You do not have to take any action regarding any shares
previously validly tendered and not withdrawn. If the offer is completed, these
shares will be accepted for payment and you will receive the increased offer
price of $16.30 per share in cash without brokerage fees, commissions or, except
in certain circumstances, transfer taxes.
HAS THE EXPIRATION DATE OF THE OFFER BEEN CHANGED?
Yes. The expiration date of the offer has been extended to
12:00 Midnight, New York City time, on Wednesday, February 8, 2006. The offer
was previously set to expire at 12:00 Midnight, New York City time, on Monday,
February 6, 2006."
The following sentence is hereby added to the end of the first
paragraph of Section 2 ("Acceptance for Payment and Payment"):
"We do not presently intend to seek to assert the conditions listed in
Section 14 after the Expiration Date of the Offer."
The heading of Section 5 of the Offer to Purchase is hereby amended and
restated in its entirety to read as follows:
"5. Material Tax Considerations."
The first two sentences of Section 5 of the Offer to Purchase are
hereby amended and restated in their entirety to read as follows:
"The U.S. federal income tax discussion set forth below is based upon
present law. Due to the individual nature of material tax consequences, you are
urged to consult your tax advisors as to the specific tax consequences to you of
the Offer, including the effects of applicable state, local and other tax laws."
The phrase "$145.0 million" in the first sentence of Section 10
("Source and Amount of Funds") is hereby deleted and replaced with the phrase
"$150.2 million".
The phrase "$145.0 million" in the second sentence of Section 10
("Source and Amount of Funds") is hereby deleted and replaced with the phrase
"$150.2 million."
The following is hereby inserted at the end of Section 11 ("Background
of the Offer"):
"On January 13, 2006, Parent issued a press release announcing that it
has increased its tender offer price to $15.75 per share.
On January 16, 2006, the Special Committee of the Company's Board met
and recommended that the Board determine that Parent's offer to enter into a
merger agreement providing for an offer price of $15.75 per share could
reasonably be expected to result in an offer superior to the $15.50 per share
tender offer pursuant to the LLCP Agreement and Plan of Merger. On January 16,
2006, pursuant to Section 4.8 of the LLCP Agreement and Plan of Merger, the
Company delivered a Notice of Receipt of Company Takeover Proposal (as defined
in the LLCP Agreement and Plan of Merger) to LLCP informing LLCP that the
Company had received an offer from Parent to enter into a tender offer/merger
agreement at a price of $15.75 per share and that the Board had determined that
this proposal could reasonably be expected to result in an offer superior to the
LLCP Agreement and Plan of Merger.
On January 17, 2006, at 9:30 a.m. (Eastern Standard Time), LLCP
submitted a new proposal to the Company raising its offer price to $16.00 per
share. LLCP also submitted a revised definitive merger agreement (the "Proposed
Amended LLCP Merger Agreement") in which (i) the cap for reimbursable expenses
was raised from $1 million to $2 million and (ii) the termination fee and
expense reimbursement obligations under the Proposed Amended LLCP Merger
Agreement would also be triggered in the event that a person acquired beneficial
ownership of or entered into an agreement or agreement in principle to acquire
beneficial ownership of 50% or more of the outstanding shares of Company common
stock. LLCP also informed the Company that it had obtained early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. LLCP's offer pursuant to the Proposed Amended LLCP Merger Agreement was
submitted on a confidential basis and provided the offer would expire upon the
earlier to occur of (i) 2:00 p.m. (Eastern Standard Time) on January 17, 2006,
or (ii) the adjournment of a meeting of the Board which had previously been
scheduled for 11:00 a.m. (Eastern Standard Time) that morning. After the Special
Committee reviewed and considered LLCP's $16.00 per share offer pursuant to the
Proposed Amended LLCP Merger Agreement, counsel for the Special Committee
informed LLCP that the Special Committee would recommend approval by the Board
of the Proposed Amended LLCP Merger Agreement, provided that the expense
reimbursement cap remained at $1 million. LLCP indicated that it was unwilling
to offer $16.00 per share without an increase in the expense reimbursement cap
to $2 million.
At approximately 11:00 a.m. (Eastern Standard Time) on January 17,
2006, LLCP informed counsel to the Special Committee that in order to provide
greater certainty of closing to the Company, it would eliminate the prior
closing condition regarding receipt of third party consents and approvals and
regulatory consents and approvals relating to state and local liquor license
matters. LLCP further indicated that in connection with this waiver it would
require that the minimum condition be amended to provide as a closing condition
that a majority of shares of Company common stock on a fully-diluted basis be
tendered and not withdrawn, and that the expense reimbursement cap be increased
to $2 million as proposed by LLCP. LLCP provided the Company with a new version
of the Proposed Amended LLCP Merger Agreement reflecting these changes.
On January 17, 2006, the Board unanimously authorized the execution and
delivery by the Company of the Proposed Amended LLCP Merger Agreement. The
Company, F&H Finance Corp., Fox Acquisition Company, and LLCP executed and
delivered the Amended LLCP Merger Agreement on the afternoon of January 17,
2006. The Company issued a press release announcing the execution of the Amended
LLCP Merger Agreement on the afternoon of January 17, 2006, and F&H Finance
Corp., Fox Acquisition Company and LLCP issued a press release announcing the
execution of the Amended LLCP Merger Agreement on the morning of January 18,
2006.
On January 20, 2006, Fox & Hound filed an amendment to its
solicitation/recommendation statement with the Securities and Exchange
Commission on Schedule 14D-9 with respect to the Schedule TO filed by LLCP
announcing (a) that Fox & Hound's Board of Directors (i) determined that the
Amended and Restated Agreement and Plan of Merger, dated January 17, 2006 (the
"Amended Merger Agreement"), and the transactions contemplated thereby,
including the revised tender offer (the "Revised LLCP Offer") and the Merger,
are fair to and in the best interests of the Company and its stockholders, (ii)
authorized and approved the Amended Merger Agreement, the Revised LLCP Offer,
the Merger and the other transactions contemplated by the Amended Merger
Agreement, (iii) recommended that the Company's stockholders accept the Revised
LLCP Offer and tender their shares of Company common stock to F&H Finance Corp.
pursuant to the Revised LLCP Offer and (iv) recommended that, if necessary, the
Company's stockholders adopt the Amended Merger Agreement and approve the Merger
and (b) that to the best of the Company's knowledge, each executive officer,
director, affiliate and subsidiary of the Company currently intends, subject to
compliance with applicable law, including Section 16(b) of the Exchange Act, to
tender all shares of common stock of the Company held of record or beneficially
owned by such person or entity to LLCP in the Revised LLCP Offer (other than
shares of common stock of the Company that such person or entity has the right
to purchase by exercising stock options).
On January 20, 2006, Fox & Hound filed a solicitation/recommendation
statement with the Securities and Exchange Commission on Schedule 14D-9 with
respect to the Schedule TO, as amended, filed by Parent and its affiliates
announcing (a) that Fox & Hound's Board of Directors recommended that the
stockholders of the Company reject the Purchaser's Offer and not tender their
shares of Company common stock to the Purchaser pursuant to its Offer and (b)
that in light of (i) LLCP's competing all cash tender offer of $16.00 per share
and (ii) the Board's recommendation, after due and reasonable inquiry, to the
best of the Company's knowledge, the executive officers and directors of the
Company currently intend not to tender shares of Company common stock held of
record or beneficially owned by such persons to the Purchaser in the Offer.
On January 26, 2006, Fox & Hound filed an amendment to its
solicitation/recommendation statement with the Securities and Exchange
Commission on Schedule 14D-9 with respect to the Schedule TO filed by LLCP, as
amended, indicating that the Board considered a number of factors including the
following in reaching its recommendation with respect to the Revised LLCP Offer:
(i) market price of Fox & Hound common stock, (ii) the current and historical
financial condition and results of operations of Fox & Hound, (iii) the
proposals contemplated by the Amended Merger Agreement constituted the best
acquisition proposal received by Fox & Hound at that time, (iv) alternative
strategic alternatives to increase stockholder value other than a sale of Fox &
Hound, (v) presentations from financial advisors, (vi) conditions to
consummation of the Revised LLCP Offer and (vii) and termination fee and expense
reimbursement provisions of the Amended Merger Agreement.
On January 26, 2006, Fox & Hound filed an amendment to its
solicitation/recommendation statement with the Securities and Exchange
Commission on Schedule 14D-9 with respect to the Schedule TO, as amended, filed
by us and our affiliates. This amendment indicates that in reaching its
recommendation with respect to our Offer, Fox & Hound's Board of Directors
considered a number of factors, including the following: (i) the Fox & Hound
Board of Directors considered LLCP's competing offer of $16.00 per share and
determined that $16.00 was more favorable than the $15.75 per share offer by
Parent and (ii) the Fox & Hound Board of Directors considered that the best
acquisition proposal received by Fox & Hound, specifically with respect to (a)
the purchase price to be paid per share of Fox & Hound common stock and (b) the
conditions required to be satisfied or waived in order to consummate the
transaction, was the Revised LLCP Offer, not our Offer."
The parenthetical phrase "(including any action or omission by Parent
or the Purchaser)" contained in subparagraph (ix) of Section 14 is hereby
deleted.
The final paragraph of Section 14 ("Conditions of the Offer") is hereby
amended and restated in its entirety to read as follows:
"The foregoing conditions are for the sole benefit of Parent, the
Purchaser and their affiliates and may be asserted by us or Parent in our
reasonable discretion regardless of the circumstances (excluding any affirmative
action or omission by Parent or us) giving rise to any such conditions or may be
waived by us in our reasonable discretion in whole or in part at any time or
from time to time before the Expiration Date (provided that all conditions to
the Offer must be satisfied or waived prior to expiration of the Offer). We
expressly reserve the right to waive any of the conditions to the Offer and to
make any change in the terms of or conditions to the Offer. If a condition of
the Offer is triggered, and the Purchaser nevertheless decides to proceed with
the Offer, such decision shall constitute a waiver of such condition with
respect to the events triggering such condition. Our failure at any time to
exercise our rights under any of the foregoing conditions shall not be deemed a
waiver of any such right. The waiver of any such right with respect to
particular facts and circumstances shall not be deemed a waiver with respect to
any other facts and circumstances. Each such right shall be deemed an ongoing
right which may be asserted at any time or from time to time, except that any
such right may not be asserted after the Expiration Date. The offer by an
affiliate of LLCP to acquire the Company, as such offer has been publicly
disclosed through the date hereof, has not triggered any of the conditions of
the Offer. Any determination made by us concerning the events described in this
Section 14 shall be final and binding upon all parties, subject to the tendering
stockholder's right to bring any dispute with respect thereto before a court of
competent jurisdiction."
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
On January 26, 2006, Parent and Purchaser announced that they have
extended the Expiration Date of the Offer, as those terms are defined in the
Offer to Purchase, to 12:00 Midnight, New York City time, on Wednesday, February
8, 2006. As of the close of business on January 25, 2006, 2,050 shares of Fox &
Hound common stock have been tendered in and not withdrawn from the Offer. The
press release issued by Parent announcing the extension of the Offer is attached
hereto as Exhibit (a)(5)(ix).
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase dated January 6, 2006.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(vii) Form of summary advertisement, dated January 6, 2006.*
(a)(5)(i) Text of press release issued by Parent, dated December 12, 2005.*
(a)(5)(ii) Text of press release issued by Parent, dated December 19, 2005*
(a)(5)(iii) Text of disclosure made by Parent on Schedule TO, dated December
20, 2005*
(a)(5)(iv) Text of news articles published in The Dallas Morning News and
filed on Schedule TO on December 21, 2005.*
(a)(5)(v) Text of press release issued by Parent, dated December 22, 2005.*
(a)(5)(vi) Text of press release issued by Parent, dated December 28, 2005.*
(a)(5)(vii) Text of press release issued by Parent, dated January 6, 2006.*
(a)(5)(viii) Text of press release issued by Parent, dated January 13, 2006.*
(a)(5)(ix) Text of press release issued by Parent, dated January 26, 2006.
(c) Not applicable.
(d) Joint Filing Agreement by and among Newcastle Partners, L.P.,
Newcastle Capital Management, L.P., Newcastle Capital Group,
L.L.C., Mark E. Schwarz, Steel Partners II, L.P., Steel Partners,
L.L.C., Warren G. Lichtenstein, F&H Acquisition Corp. and NPSP
Acquisition Corp., dated December 22, 2005.*
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed
SIGNATURE
After due 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: January 26, 2006
NEWCASTLE PARTNERS, L.P.
By: Newcastle Capital Management, L.P.
its General Partner
By: Newcastle Capital Group, L.L.C.
its General Partner
By: /s/ Mark E. Schwarz
----------------------------------
Name: Mark E. Schwarz
Title: Managing Member
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
F&H ACQUISITION CORP.
By: /s/ Mark E. Schwarz
----------------------------------
Name: Mark E. Schwarz
Title: President and Chief Executive Officer
NPSP ACQUISITION CORP.
By: /s/ Mark E. Schwarz
----------------------------------
Name: Mark E. Schwarz
Title: President and Chief Executive Officer
EXHIBIT INDEX
(a)(1)(i) Offer to Purchase dated January 6, 2006.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(vii) Form of summary advertisement, dated January 6, 2006.*
(a)(5)(i) Text of press release issued by Parent, dated December 12, 2005.*
(a)(5)(ii) Text of press release issued by Parent, dated December 19, 2005*
(a)(5)(iii) Text of disclosure made by Parent on Schedule TO, dated December
20, 2005*
(a)(5)(iv) Text of news articles published in The Dallas Morning News and
filed on Schedule TO on December 21, 2005.*
(a)(5)(v) Text of press release issued by Parent, dated December 22, 2005.*
(a)(5)(vi) Text of press release issued by Parent, dated December 28, 2005.*
(a)(5)(vii) Text of press release issued by Parent, dated January 6, 2006.*
(a)(5)(viii) Text of press release issued by Parent, dated January 13, 2006.*
(a)(5)(ix) Text of press release issued by Parent, dated January 26, 2006.
(c) Not applicable.
(d) Joint Filing Agreement by and among Newcastle Partners, L.P.,
Newcastle Capital Management, L.P., Newcastle Capital Group,
L.L.C., Mark E. Schwarz, Steel Partners II, L.P., Steel Partners,
L.L.C., Warren G. Lichtenstein, F&H Acquisition Corp. and NPSP
Acquisition Corp., dated December 22, 2005.*
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed
Fox & Hound Restaurant Inactive
Filed: 27 Jan 06, 12:00am