Exhibit (a)(1)(xii)
AMENDED AND RESTATED OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
FOX & HOUND RESTAURANT GROUP
AT
$16.30 NET PER SHARE
BY
NPSP ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
F&H ACQUISITION CORP.
February 3, 2006
To Our Clients:
Enclosed for your consideration are the Amended and Restated Offer to
Purchase dated February 3, 2006 and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by NPSP Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of F&H
Acquisition Corp. (the "Parent"), a Delaware corporation, to purchase for cash
all outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of Fox & Hound Restaurant Group, a Delaware corporation (the
"Company"). We are the holder of record of Shares held for your account. A
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Shares held by us for
your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is directed to the following:
1. The tender price is $16.30 per Share, net to you in cash.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Thursday, February 16, 2006, unless extended (as extended, the
"Expiration Date").
3. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn before the Expiration Date a number
of shares, which, together with the shares then owned by Parent and its
subsidiaries (including the Purchaser), represents at least a majority
of the total number of shares outstanding on a fully diluted basis and
(ii) expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
4. The Company's board of directors has unanimously approved the Offer, the
Merger (as defined below), and the Merger Agreement (as defined below)
and determined that the terms of each are fair to, and in the best
interests of, the Company's stockholders. Accordingly, the Company's
board of directors recommends that the shareholders accept the Offer and
tender their Shares pursuant to the Offer.
5. The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of January 30, 2006 (the "Merger Agreement"), by and among
Parent, the Purchaser and the Company, and for limited purposes,
Newcastle Partners, L.P., a Texas limited partnership, and Steel
Partners II, L.P., a Delaware limited partnership, pursuant to which,
following the consummation of the Offer and the satisfaction or waiver
of certain conditions, the Purchaser will be merged with and into the
Company, with the Company surviving the Merger as a wholly owned
subsidiary of F&H Acquisition (the "Merger").
6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form below. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the instruction form. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf by the Expiration Date.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by American Stock Transfer & Trust Company (the
"Depositary") of (i) certificates representing the Shares tendered or timely
confirmation of the book-entry transfer of such Shares into the account
maintained by the Depositary at The Depository Trust Company (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase), in connection with a
book-entry delivery, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering stockholders
at the same time depending upon when certificates for or confirmations of
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility are actually received by the Depositary.
2
INSTRUCTION FORM WITH RESPECT TO
AMENDED AND RESTATED OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
FOX & HOUND RESTAURANT GROUP
BY
NPSP ACQUISITION CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Amended and Restated Offer to Purchase dated February 3, 2006, and the related
Letter of Transmittal, in connection with the offer by NPSP Acquisition Corp. to
purchase all outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of Fox & Hound Restaurant Group.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Tendered: SIGN HERE
___________________________Shares*
_______________________________
Signature(s)
Dated___________________________, 20__
_______________________________
Name(s)
_______________________________
Address(es)
_______________________________
(Zip Code)
- ----------
* Unless otherwise indicated, it will be assumed that all Shares held for the
undersigned's account are to be tendered.
Newcastle Partners L P
Filed: 3 Feb 06, 12:00am