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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(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 (Title of Class of Securities) | 382588101 (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 | |
- (1)
- Estimated solely for purposes of calculating the amount of the filing fee. This amount assumes the purchase of all outstanding shares of common stock, no par value per share ("Shares"), and all Shares issuable upon exercise of options vested on the Effective Date (as defined in the Offer to Purchase), at a purchase price of $8.00 per Share. As of October 7, 2005, there were 33,128,681 Shares outstanding and options to purchase 3,475,001 Shares outstanding.
- (2)
- The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for fiscal year 2005 issued by the Securities and Exchange Commission on December 9, 2004, equals 0.011770% of the transaction value.
- o
- 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.
| Amount Previously Paid: Not applicable. | Filing party: Not applicable. | |
| Form or Registration No.: Not applicable. | Date Filed: Not applicable. |
- o
- 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:
- ý
- Third-party tender offer subject to Rule 14d-1.
- o
- Issuer tender offer subject to Rule 13e-4.
- o
- Going-private transaction subject to Rule 13e-3.
- o
- 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: o.
This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by GFC Enterprises, Inc., a Tennessee corporation ("Purchaser"), GFC Holding Corp., a Delaware corporation, 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, 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 are attached 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 Items 1 through 9 and 11 of this Schedule TO. The exhibits identified in Item 12 and attached hereto are incorporated herein by reference with respect to Items 5 and 11 of this Schedule TO.
Item 10. Financial Statements.
Not applicable.
| (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. |
- *
- Included in mailing to shareholders
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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 21, 2005 | GFC ENTERPRISES, INC. | |||
By: | /s/ RODGER R. KROUSE | |||
| Name: Rodger R. Krouse Title: Vice President | ||||
GFC HOLDING CORP. | ||||
By: | /s/ RODGER R. KROUSE | |||
| Name: Rodger R. Krouse Title: Vice President | ||||
SUN GFC, LLC | ||||
By: | /s/ RODGER R. KROUSE | |||
| Name: Rodger R. Krouse Title: Vice President | ||||
SUN CAPITAL PARTNERS IV, LP | ||||
By: Sun Capital Advisors IV, LP Its: General Partner | ||||
By: Sun Capital Partners, LLC Its: General Partner | ||||
By: | /s/ RODGER R. KROUSE | |||
| Name: Rodger R. Krouse Title: Co-CEO | ||||
SUN CAPITAL ADVISORS IV, LP | ||||
By: Sun Capital Partners, LLC Its: General Partner | ||||
By: | /s/ RODGER R. KROUSE | |||
| Name: Rodger R. Krouse Title: Co-CEO | ||||
SUN CAPITAL PARTNERS, LLC | ||||
By: | /s/ RODGER R. KROUSE | |||
| Name: Rodger R. Krouse Title: Co-CEO | ||||
| | | |
|---|---|---|
| (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. |
EXHIBIT INDEX