UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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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)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
-------------------------
351321104
(Cusip Number of Class of Securities)
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MARK E. SCHWARZ
MANAGING MEMBER
NEWCASTLE PARTNERS, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
(214) 661-7474
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(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**
- --------------------------------------------------------------------------------
$142,495,499 $15,248
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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 $15.50 (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.
|_| 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.
|_| 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 Tender Offer Statement on Schedule TO is filed 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 $15.50 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 (the "Offer to Purchase"), and in the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1)(i) and (a)(1)(ii), respectively (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.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
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.
(b) Not applicable.
(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.
____________
* 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 6, 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.
(b) Not applicable.
(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.
____________
* Previously filed
Newcastle Partners L P
Filed: 6 Jan 06, 12:00am