SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
(RULE 14d-1)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GOODY'S FAMILY CLOTHING, INC.
(Name of Subject Company (Issuer))
GFC ENTERPRISES, INC.
GFC HOLDING CORP.
SUN GFC, LLC
SUN CAPITAL PARTNERS IV, LP
SUN CAPITAL ADVISORS IV, LP
SUN CAPITAL PARTNERS IV, LLC
(Names of Filing Persons (Offerors))
| Common Stock, no par value per share | 382588101 | |
| (Title of Class of Securities) | (CUSIP Number of Class of Securities) |
Marc J. Leder
Rodger R. Krouse
c/o Sun Capital Partners IV, LP
5200 Town Center Circle
Suite 470
Boca Raton, FL 33486
Telephone: (561) 394-0550
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
James S. Rowe, Esq.
Carol Anne Huff, Esq.
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF FILING FEE
| Transaction Valuation (1) | Amount of Filing Fee (2) | |
|---|---|---|
| $292,829,456 | $34,466.03 | |
| Amount Previously Paid: | $34,466.03 | Filing party: GFC Enterprises, Inc., et al. | ||||
| Form or Registration No.: | Schedule TO | Date Filed: | October 21, 2005 | |||
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: ý.
This Amendment No. 1 is the final amendment to the Tender Offer Statement on Schedule TO (this "Schedule TO") filed by GFC Enterprises, Inc., a Tennessee corporation ("Purchaser"), GFC Holding Corp., a Delaware corporation ("Parent"), Sun GFC, LLC, a Delaware limited liability company, Sun Capital Partners IV, LP, a Delaware limited partnership, Sun Capital Advisors IV, LP, a Delaware limited partnership, and Sun Capital Partners, LLC, a Delaware limited liability company. This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, no par value per share ("Share"), of Goody's Family Clothing, Inc., a Tennessee corporation ("Goody's"), at a purchase price of $8.00 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 21, 2005 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) (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 the applicable items of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Offer to Purchase.
On October 26, 2005, Parent and Purchaser terminated the Merger Agreement pursuant to Section 8.03(c) thereof and have therefore terminated the Offer. Purchaser has instructed the Depositary for the Offer to return all tendered Shares, if any, to tendering holders.
Item 12. Exhibits.
| (a)(1)(i) | Offer to Purchase, dated October 21, 2005.* | |
| (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) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
| (a)(1)(vii) | Summary Advertisement as published on October 21, 2005 in The Wall Street Journal.* | |
| (a)(5)(i) | Joint Press Release issued by Goody's and Sun Capital Partners, Inc. on October 10, 2005 (filed as Exhibit 99.1 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (b) | None. | |
| (d)(1) | Acquisition Agreement and Agreement and Plan of Merger dated as of October 7, 2005 by and among Goody's, Purchaser and GFC Holding Corp. (filed as Exhibit 2.1 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(2) | Commitment Letter dated as of October 7, 2005 by Sun Capital Partners IV, LP to GFC Holding Corp. (filed as Exhibit 10.110 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(3) | Support Agreement dated as of October 7, 2005 among GFC Holding Corp., Purchaser and each of the persons listed on Schedule A attached thereto (filed as Exhibit 10.109 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(4) | Stock Option Agreement dated as of October 7, 2005 among Goody's, GFC Holding Corp. and Purchaser (filed as Exhibit 10.108 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(5) | Confidentiality Agreement dated as of June 20, 2005 between Sun Capital Partners Group IV, LP and Goody's.* | |
| (d)(6) | Exclusivity Letter dated as of August 19, 2005 between Sun Capital Partners Group IV, Inc. and Goody's.* | |
| (d)(7) | Amendment No. 1 to Exclusivity Letter dated September 16, 2005 between Sun Capital Partners Group IV, Inc., Goody's and Robert M. Goodfriend.* | |
| (d)(8) | Amendment No. 2 to Exclusivity Letter dated October 3, 2005 between Sun Capital Partners Group IV, Inc., Goody's and Robert M. Goodfriend.* | |
| (d)(9) | Amendment No. 3 to Exclusivity Letter dated October 7, 2005 between Sun Capital Partners Group IV, Inc., Goody's and Robert M. Goodfriend.* | |
| (g) | None. | |
| (h) | None. |
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After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: October 27, 2005 | GFC ENTERPRISES, INC. | ||
By: | /s/ RODGER KROUSE | ||
| Name: | Rodger R. Krouse | ||
| Title: | Vice President | ||
GFC HOLDING CORP. | |||
By: | /s/ RODGER KROUSE | ||
| Name: | Rodger R. Krouse | ||
| Title: | Vice President | ||
SUN GFC, LLC | |||
By: | /s/ RODGER KROUSE | ||
| Name: | Rodger R. Krouse | ||
| Title: | Vice President | ||
SUN CAPITAL PARTNERS IV, LP | |||
By: | Sun Capital Advisors IV, LP | ||
| Its: | General Partner | ||
By: | By: Sun Capital Partners, LLC | ||
| Its: | General Partner | ||
By: | /s/ RODGER KROUSE | ||
| Name: | Rodger R. Krouse | ||
| Title: | Co-CEO | ||
SUN CAPITAL ADVISORS IV, LP | |||
By: | By: Sun Capital Partners, LLC | ||
| Its: | General Partner | ||
By: | /s/ RODGER KROUSE | ||
| Name: | Rodger R. Krouse | ||
| Title: | Co-CEO | ||
SUN CAPITAL PARTNERS, LLC | |||
By: | /s/ RODGER KROUSE | ||
| Name: | Rodger R. Krouse | ||
| Title: | Co-CEO | ||
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| (a)(1)(i) | Offer to Purchase, dated October 21, 2005.* | |
| (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) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
| (a)(1)(vii) | Summary Advertisement as published on October 21, 2005 in The Wall Street Journal.* | |
| (a)(5)(i) | Joint Press Release issued by Goody's and Sun Capital Partners, Inc. on October 10, 2005 (filed as Exhibit 99.1 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (b) | None. | |
| (d)(1) | Acquisition Agreement and Agreement and Plan of Merger dated as of October 7, 2005 by and among Goody's, Purchaser and GFC Holding Corp. (filed as Exhibit 2.1 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(2) | Commitment Letter dated as of October 7, 2005 by Sun Capital Partners IV, LP to GFC Holding Corp. (filed as Exhibit 10.110 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(3) | Support Agreement dated as of October 7, 2005 among GFC Holding Corp., Purchaser and each of the persons listed on Schedule A attached thereto (filed as Exhibit 10.109 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(4) | Stock Option Agreement dated as of October 7, 2005 among Goody's, GFC Holding Corp. and Purchaser (filed as Exhibit 10.108 to Goody's Current Report on Form 8-K filed on October 11, 2005 and incorporated herein by reference). | |
| (d)(5) | Confidentiality Agreement dated as of June 20, 2005 between Sun Capital Partners Group IV, LP and Goody's.* | |
| (d)(6) | Exclusivity Letter dated as of August 19, 2005 between Sun Capital Partners Group IV, Inc. and Goody's.* | |
| (d)(7) | Amendment No. 1 to Exclusivity Letter dated September 16, 2005 between Sun Capital Partners Group IV, Inc., Goody's and Robert M. Goodfriend.* | |
| (d)(8) | Amendment No. 2 to Exclusivity Letter dated October 3, 2005 between Sun Capital Partners Group IV, Inc., Goody's and Robert M. Goodfriend.* | |
| (d)(9) | Amendment No. 3 to Exclusivity Letter dated October 7, 2005 between Sun Capital Partners Group IV, Inc., Goody's and Robert M. Goodfriend.* | |
| (g) | None. | |
| (h) | None. |
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