-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+3RyoUDcEnUGgWdKgg5Ry5QaNtQdQ/BL/qh3ukNF11TY9Q41DdMF8zg0W1CAdWn 6JaO6VLurAOpfy9zCtElyQ== 0000922423-05-001607.txt : 20051007 0000922423-05-001607.hdr.sgml : 20051007 20051007100443 ACCESSION NUMBER: 0000922423-05-001607 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051007 DATE AS OF CHANGE: 20051007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOODYS FAMILY CLOTHING INC /TN CENTRAL INDEX KEY: 0000879123 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 620793974 STATE OF INCORPORATION: TN FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42079 FILM NUMBER: 051128492 BUSINESS ADDRESS: STREET 1: 400 GOODYS LN STREET 2: P O BOX 22000 CITY: KNOXVILLE STATE: TN ZIP: 37922 BUSINESS PHONE: 8659662000 MAIL ADDRESS: STREET 1: P O BOX 22000 STREET 2: 400 GOODYS LANE CITY: KNOXVILLE STATE: TN ZIP: 379332000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENHILL CAPITAL LP CENTRAL INDEX KEY: 0001137373 IRS NUMBER: 134149785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 598 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-432-0600 MAIL ADDRESS: STREET 1: 598 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 kl01019_sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d- 1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Goody's Family Clothing, Inc. ----------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 382588101 --------- (CUSIP Number) Glenn J. Krevlin 598 Madison Avenue 12th Floor New York, N.Y. 10022 (646) 432-0600 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 6, 2005 --------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: |_|. SCHEDULE 13D CUSIP No. 382588101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenhill Capital LP 13-4149785 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,637,284 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,637,284 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,637,284 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ 2 SCHEDULE 13D CUSIP No. 382588101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GJK Capital Management, LLC 13-4146739 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,637,284 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,637,284 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,637,284 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ 3 SCHEDULE 13D CUSIP No. 382588101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Krevlin Advisors, LLC 13-4153005 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,637,284 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,637,284 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,637,284 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ 4 SCHEDULE 13D CUSIP No. 382588101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenhill Capital Overseas Master Fund, L.P. 98-0426132 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 701,023 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 701,023 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 701,023 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.12% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ 5 SCHEDULE 13D CUSIP No. 382588101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenhill Capital Overseas GP, Ltd. 98-0426124 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 701,023 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 701,023 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 701,023 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.12% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ 6 SCHEDULE 13D CUSIP No. 382588101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenn J. Krevlin ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x[ (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 2,338,307 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 2,338,307 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,338,307 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.06% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN, HC ______________________________________________________________________________ 7 This Statement on Schedule 13D (this "Statement") relates to the common stock, no par value per share (the "Common Stock"), of Goody's Family Clothing, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 400 Goody's Lane, Knoxville, Tennessee 37922. Item 2. Identity and Background. (a) - (c) This Statement is being filed by Glenhill Capital LP, GJK Capital Management, LLC, Krevlin Advisors, LLC, Glenhill Capital Overseas Master Fund, L.P., Glenhill Capital Overseas GP, Ltd. and Glenn J. Krevlin (each, a "Reporting Person" and, collectively, the "Reporting Persons"). As of the date of this filing, the Reporting Persons are the beneficial owners of, in the aggregate, 2,338,307 shares of Common Stock, representing approximately 7.06% of the shares of Common Stock presently outstanding. Glenhill Capital LP ("Glenhill Capital") is a Delaware limited partnership formed to engage in the investment and trading of a variety of securities and financial instruments. The address of the principal business and principal offices of Glenhill Capital is 598 Madison Avenue, 12th Floor, New York, New York 10022. The general partner of Glenhill Capital is GJK Capital Management, LLC ("GJK Capital"), a Delaware limited liability company engaged in the business of investment management. The address of the principal business and principal offices of GJK Capital is 598 Madison Avenue, 12th Floor, New York, New York 10022. Krevlin Advisors, LLC, a Delaware limited liability company ("Krevlin Advisors"), is the Managing Member of GJK Capital. Krevlin Advisors is engaged in the business of investment management. The address of the principal business and principal offices of Krevlin Advisors is 598 Madison Avenue, 12th Floor, New York, New York 10022. Glenn J. Krevlin is the Managing Member of Krevlin Advisors. The business address of Mr. Krevlin is 598 Madison Avenue, 12th Floor, New York, New York 10022. Glenhill Capital Overseas Master Fund, L.P. ("Glenhill Master") is a Cayman Islands exempted limited partnership formed for the purpose of investing and trading in a variety of securities and financial instruments. The address of the principal business and principal offices of Glenhill Master is 598 Madison Avenue, 12th Floor, New York, New York 10022. The general partner of Glenhill Master is Glenhill Capital Overseas GP, Ltd. ("Glenhill Capital Overseas"), a Cayman Islands exempted company formed for the purpose of being the general partner of Glenhill Master. The address of the principal business and principal offices of Glenhill Capital Overseas is 598 Madison Avenue, 12th Floor, New York, New York 10022. Mr. Krevlin is the sole director of Glenhill Capital Overseas. (d) - (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors or (b) a party to a 8 civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) The natural person identified in Item 2 is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. All purchases of Common Stock by the Reporting Persons were made in open market transactions described in the attached Schedule I. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The amount of the funds expended for such purchases was $13,534,681.66 by Glenhill Capital and $5,795,040.96 by Glenhill Master, in each case excluding commissions and other execution related costs. Item 4. Purpose of Transaction. Each of the Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this Statement relates in order to obtain a significant equity position in the Company, the Common Stock of which, in the opinion of the Reporting Persons, is undervalued. Each of the Reporting Persons may acquire additional shares of the Common Stock or sell or otherwise dispose of any or all of the shares of Common Stock beneficially owned by it. The Reporting Persons may also take any other action with respect to the Company or its Common Stock in any manner permitted by law. Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals with respect to the Company which relate to or would result in any of the matters listed in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, may, in the future, formulate plans or proposals which relate to or would result in one or more of (i) the acquisition of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (iii) a sale or transfer of a material amounts of assets of the Company; (iv) a change in the present board of directors or management of the Company, including a plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (v) a material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's charter or bylaws; (viii) causing a class of securities of the Company to be delisted from a national securities exchange; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of the foregoing. On October 7, 2005, Glenhill Capital and Glenhill Master are sending a letter to the members of the Company's Board of Directors expressing, among other things, their deep concern with the Company's announcement that it had agreed in principle to be acquired for a price of $8.00 per 9 share. A copy of such letter is attached hereto as Exhibit 99.2 and incorporated by reference herein. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Glenhill Capital beneficially owns an aggregate of 1,637,284 shares of Common Stock, representing approximately 4.95% of the shares of Common Stock presently outstanding based upon the 33,107,881 shares of Common Stock reported by the Company to be issued and outstanding as of August 12, 2005 in its Form 10-Q filed with the SEC on August 24, 2005 (the "Issued and Outstanding Shares"). As of the date hereof, GJK Capital beneficially owns an aggregate of 1,637,284 shares of Common Stock, representing approximately 4.95% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares. As of the date hereof, Krevlin Advisors beneficially owns an aggregate of 1,637,284 shares of Common Stock, representing approximately 4.95% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares. As of the date hereof, Glenhill Master beneficially owns an aggregate of 701,023 shares of Common Stock, representing approximately 2.11% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares. As of the date hereof, Glenhill Capital Overseas beneficially owns an aggregate of 701,023 share of the Common Stock, representing approximately 2.11% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares. As of the date hereof, Glenn J. Krevlin beneficially owns an aggregate of 2,338,307 shares of Common Stock, representing approximately 7.06% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares. (b) Each of the Reporting Persons has sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by it. (c) Except as set forth above or in the attached Schedule I, no person identified in Item 2 hereof has effected any transaction in shares of such Common Stock during the 60 days preceding the date hereof. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. None Item 7. Material to be Filed as Exhibits. 99.1 Agreement of Joint Filing among Glenhill Capital LP, GJK Capital Management, LLC, Krevlin Advisors, LLC, Glenhill Capital Overseas Master Fund, L.P., Glenhill Capital Overseas GP, Ltd. and Glenn J. Krevlin dated October 7, 2005. 99.2 Letter dated October 7, 2005 from Glenhill Capital LP and Glenhill Capital Overseas Master Fund, L.P. to the members of the Board of Directors of the Company. 10 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: October 7, 2005 GLENHILL CAPITAL LP By: GJK Capital Management, LLC, its general partner By: Krevlin Advisors, LLC, its Managing Member By: /s/ Glenn J, Krevlin ----------------------------- Name: Glenn J, Krevlin Title: Managing Member GJK CAPITAL MANAGEMENT, LLC By: /s/ Glenn J. Krevlin -------------------------------- Name: Glenn J. Krevlin Title: Managing Member KREVLIN ADVISORS, LLC By: /s/ Glenn J. Krevlin ------------------------------- Name: Glenn J. Krevlin Title: Managing Member GLENHILL CAPITAL OVERSEAS MASTER FUND, L.P. By: Glenhill Capital Overseas GP, Ltd., its general partner By: /s/ Glenn J. Krevlin ------------------------------- Name: Glenn J. Krevlin Title: Director GLENHILL CAPITAL OVERSEAS GP, LTD. By: /s/ Glenn J. Krevlin -------------------------------- Name: Glenn J. Krevlin Title: Director /s/ Glenn J. Krevlin ----------------------------------- Glenn J. Krevlin 11 SCHEDULE I This schedule sets forth information with respect to each purchase of Common Stock which was effected by a Reporting Person during the past 60 days. All transactions were effectuated in the open market through a broker. Shares purchased by Glenhill Capital LP - ---------- Number of Date Shares Price Per Share Cost(1) - ---- --------- --------------- ----------- 10/5/2005 17,655 $7.2544 $128,076.43 10/5/2005 33,260 $7.30 $242,798.00 10/5/2005 8,263 $7.26 $59,989.38 10/6/2005 1,190,545 $8.3037 $9,885,928.52 10/6/2005 272,028 $8.3219 $2,263,789.81 10/6/2005 63,018 $8.279 $521,726.02 10/6/2005 35,010 $8.20 $287,082.00 10/6/2005 17,505 $8.30 $145,291.50 - ---------- 1 Excludes commissions and other execution-related costs. Shares purchased by Glenhill Overseas Master Fund, L.P. - ---------- Number of Date Shares Price Per Share Cost(2) - ---- --------- --------------- ----------- 10/5/2005 7,558 $7.2544 $54,828.76 10/5/2005 14,240 $7.30 $103,952.00 10/5/2005 3,537 $7.26 $25,678.62 10/6/2005 509,749 $8.3037 $4,232,802.77 10/6/2005 116,472 $8.3219 $969,268.34 10/6/2005 26,982 $8.279 $223,383.98 10/6/2005 14,990 $8.20 $122,918.00 10/6/2005 7,495 $8.30 $62,208.50 2 Excludes commissions and other execution-related costs. 12 EX-99 2 kl01019_ex99-1.txt EXHIBIT 99.1 AGREEMENT OF JOINT FILING EXHIBIT 99.1 Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: October 7, 2005 GLENHILL CAPITAL LP By: GJK Capital Management, LLC, its general partner By: Krevlin Advisors, LLC, its Managing Member By: /s/ Glenn J. Krevlin ---------------------------- Name: Glenn J. Krevlin Title: Managing Member GJK CAPITAL MANAGEMENT, LLC By: /s/ Glenn J. Krevlin ------------------------------------- Name: Glenn J. Krevlin Title: Managing Member KREVLIN ADVISORS, LLC By: /s/ Glenn J. Krevlin ------------------------------------- Name: Glenn J. Krevlin Title: Managing Member GLENHILL CAPITAL OVERSEAS MASTER FUND, L.P. By: Glenhill Capital Overseas GP, Ltd., its general partner By: /s/ Glenn J. Krevlin ------------------------------------- Name: Glenn J. Krevlin Title: Director GLENHILL CAPITAL OVERSEAS GP, LTD. By: /s/ Glenn J. Krevlin ------------------------------------- Name: Glenn J. Krevlin Title: Director /s/ Glenn J. Krevlin ---------------------------------------- Glenn J. Krevlin EX-99 3 kl01019_ex99-2.txt EXHIBIT 99.2 LETTER Exhibit 99.2 October 7, 2005 To the Members of the Board of Directors: As substantial holders of the Company's common stock, we are deeply concerned by the announcement yesterday that the Company has agreed in principle to be acquired for a price of $8.00 per share. Based among other things on more than 20 years of active investment experience in the industry, we believe the proposed transaction undervalues the Company and would pay the public stockholders significantly less than the price that might be achieved by a thorough and orderly process seeking to explore all strategic alternatives and, if appropriate, sell the Company to the highest bidder. Our concerns are deepened by the disclosure in a third party's public filing that, only a week ago, the Company had received a proposal from a stockholder group to acquire the Company for a price of $8.25 to $9.00 per share in cash. That apparently superior proposal, which the Company itself has not disclosed, was evidently rejected immediately in favor of the agreement in principle, at a lower price, announced yesterday. Under the circumstances, and in the absence of any meaningful disclosure by the Company regarding the terms and background of the proposed transaction, we call upon the Board to promptly disclose, at a minimum: o When, how, and by whom the proposed transaction was formulated, presented and negotiated. October 7, 2005 Page 2 o The process, if any, pursued by the Board to explore alternative transactions. o The basis for the Board's determination to endorse a price of $8.00 per share and for its immediate rejection of the apparently superior proposal, including the judgment of the independent directors and the advice of outside financial advisors. o Any direct or indirect interest in the proposed transaction on the part of any officers, directors or stockholders of the Company or their affiliates. We believe it is imperative that the Board respond immediately to these pressing concerns, and take prompt action to implement a credible and responsible process to maximize shareholder value. In particular, we hope and expect that all members of the Board, and especially the independent directors, recognize that their fiducuary duty requires them to explore all alternatives before approving any definitive binding documentation with respect to the proposed transaction. Very truly yours, -----END PRIVACY-ENHANCED MESSAGE-----