-----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, PYZR/1YIONNWMzAdWARefBrU7lJrjdaBInaAq3g259TTtxkev6mrgqOL9Vb+PSw2 m7AUc6Z7NDdNLzNY000a7Q== 0000950172-05-003257.txt : 20051011 0000950172-05-003257.hdr.sgml : 20051010 20051011172437 ACCESSION NUMBER: 0000950172-05-003257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 GROUP MEMBERS: GMM TRUST 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42079 FILM NUMBER: 051133464 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: GMM Capital LLC CENTRAL INDEX KEY: 0001315159 IRS NUMBER: 726232404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: SUITE 2805 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-688-8288 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: SUITE 2805 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 nyc531729.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 GOODY'S FAMILY CLOTHING, INC. _________________________________________________________________________ (Name of Issuer) COMMON STOCK, NO PAR VALUE PER SHARE _________________________________________________________________________ (Title of Class of Securities) 382588101 _________________________________________________________________________ (CUSIP Number) Isaac Dabah GMM Capital, LLC c/o IID LLC 689 Fifth Avenue, 14th Floor New York, NY 10022 (212) 688-8288 _________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Thomas W. Greenberg, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). - ------- ------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) GMM Capital, LLC I.R.S. Identification No.: 72-6232404 - ------- ------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------- ------------------------------------------------------------------------ 3. SEC USE ONLY - ------- ------------------------------------------------------------------------ 4. Source of Funds (See Instructions) OO - ------- ------------------------------------------------------------------------ 5. Check 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 0 Shares ------- ----------------------------------------- Beneficially 8. Shared Voting Power Owned by Each 0 Reporting ------- ----------------------------------------- Person with 9. Sole Dispositive Power 0 ------- ----------------------------------------- 10. Shared Dispositive Power 0 - ------------------------------ ------- ----------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------- ------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]* - ------- ------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 0% - ------- ------------------------------------------------------------------------ 14. Type of Reporting Person (See Instructions) OO - ------- ------------------------------------------------------------------------ * By virtue of the communications with Goody's Family Closing, Inc. by representatives of Prentice Capital Management, LP, a Delaware limited partnership ("Prentice") and GMM Capital, LLC as more fully described in Item 4, GMM Capital may be deemed to be a member of a "group" with Prentice and Michael Zimmerman for purposes of Section 13(d) of the Securities Exchange Act of 1934 and may be deemed to beneficially own the 2,080,100 shares of Common Stock owned by Prentice as described in Item 5. See Item 2 and Item 5 for more information. The Reporting Persons expressly disclaim beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under the Reporting Persons' management and control. In addition, the above amounts do not include 26,039 shares of Common Stock owned by Sterling Macro Fund. See Item 5. - ------- ------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) GMM Trust I.R.S. Identification No.: 72-6232404 - ------- ------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------- ------------------------------------------------------------------------ 3. SEC USE ONLY - ------- ------------------------------------------------------------------------ 4. Source of Funds (See Instructions) OO - ------- ------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------- ------------------------------------------------------------------------ 6. Citizenship or Place of Organization New Jersey - ------------------------------ ------- ----------------------------------------- 7. Sole Voting Power Number of 0 Shares ------- ----------------------------------------- Beneficially 8. Shared Voting Power Owned by Each 0 Reporting ------- ----------------------------------------- Person with 9. Sole Dispositive Power 0 ------- ----------------------------------------- 10. Shared Dispositive Power 0 - ------------------------------ ------- ----------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------- ------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]* - ------- ------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 0% - ------- ------------------------------------------------------------------------ 14. Type of Reporting Person (See Instructions) OO - ------- ------------------------------------------------------------------------ * By virtue of the communications with Goody's Family Closing, Inc. by representatives of Prentice Capital Management, LP, a Delaware limited partnership ("Prentice") and GMM Capital, LLC as more fully described in Item 4, GMM Capital may be deemed to be a member of a "group" with Prentice and Michael Zimmerman for purposes of Section 13(d) of the Securities Exchange Act of 1934 and may be deemed to beneficially own the 2,080,100 shares of Common Stock owned by Prentice as described in Item 5. See Item 2 and Item 5 for more information. The Reporting Persons expressly disclaim beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under the Reporting Persons' management and control. In addition, the above amounts do not include 26,039 shares of Common Stock owned by Sterling Macro Fund. See Item 5. This Amendment No. 1 to Schedule 13D (this "Amendment") relates to the Common Stock, no par value per share ("Common Stock"), of Goody's Family Clothing, Inc., a Tennessee corporation (the "Company"). This Amendment amends the initial statement on Schedule 13D, filed on October 6, 2005 (the "Initial Statement") jointly on behalf of GMM Capital, LLC ("GMM Capital"), a Delaware limited liability company and GMM Trust, a trust formed under the laws of the State of New Jersey ("GMM Trust", and together with GMM Capital, the "Reporting Persons"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Initial Statement. The Initial Statement is hereby amended as follows: Item 4. Purpose of Transaction. Item 4 is hereby amended by inserting the following paragraphs prior to the last paragraph thereof: On October 6, 2005, GMM Capital, jointly with Prentice, sent a letter to the Company modifying their September 29, 2005 acquisition proposal by increasing the estimated purchase price range to between $8.50 and $9.00 per share. Additionally, the letter indicates the parties' ability to complete due diligence quickly, and their willingness to consummate the transaction by tender offer and merger. A copy of the letter is filed as Exhibit 3 and incorporated herein by reference. On October 7, 2005, the Company entered into an Agreement and Plan of Merger with GFC Enterprises, Inc. and GFC Holding Corp (the "Sun Agreement"). On October 11, 2005, GMM Capital, jointly with Prentice, sent a letter to the Company modifying their October 7, 2005 acquisition proposal by indicating their willingness to purchase 100% of the capital stock of the Company at an all cash price of $8.50 per share, with the possibility of a higher price upon completion of due diligence, payable to the Company's stockholders, which amount takes into account the Company's obligation to pay a termination fee and expenses under the Sun Agreement. The proposal contemplates the entering into of definitive agreements with the Company (and its principal stockholder) that would have substantially the same covenants, representations, warranties and conditions as contained in the agreements with GFC Enterprises, Inc. and GFC Holding Corp. A copy of the letter is filed as Exhibit 4 and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. 1. Letter to the Company, dated September 29, 2005 (incorporated by reference to Exhibit B to the Statement on Schedule 13D, filed with the SEC on October 6, 2005 by Prentice and Michael Zimmerman). 2. Joint Filing Agreement, dated as of October 6, 2005, by and between the Reporting Persons. 3. Letter to the Company, dated October 6, 2005 (incorporated by reference to Exhibit D to Amendment No. 1 to the Statement on Schedule 13D, filed with the SEC on October 7, 2005 by Prentice and Michael Zimmerman). 4. Letter to the Company, dated October 11, 2005. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct. GMM CAPITAL LLC By: /s/ Isaac Dabah -------------------------- Name: Isaac Dabah Title: Executive Director GMM TRUST By: /s/ Isaac Dabah -------------------------- Name: Isaac Dabah Dated: October 11, 2005 EXHIBIT INDEX 1. Letter to the Company, dated September 29, 2005 (incorporated by reference to Exhibit B to the Statement on Schedule 13D, filed with the SEC on October 6, 2005 by Prentice and Michael Zimmerman). 2. Joint Filing Agreement, dated as of October 6, 2005, by and between the Reporting Persons. 3. Letter to the Company, dated October 6, 2005 (incorporated by reference to Exhibit D to Amendment No. 1 to the Statement on Schedule 13D, filed with the SEC on October 7, 2005 by Prentice and Michael Zimmerman). 4. Letter to the Company, dated October 11, 2005. EX-99 2 gmmex4.txt EXHIBIT 4 Exhibit 4 GMM Capital LLC Prentice Capital Management, LP October 11, 2005 CONFIDENTIAL Board of Directors Goody's Family Clothing, Inc. 400 Goody's Lane P.O. Box 22000 Knoxville, TN 37933-2000 Attn: Robert M. Goodfriend Chairman and Chief Executive Officer Re: Goody's Family Clothing, Inc. ----------------------------- Dear Mr. Goodfriend: We are writing to submit this proposal for an acquisition of 100% of the capital stock of Goody's Family Clothing, Inc. (the "Company") by GMM Capital LLC and Prentice Capital Management, LP. at an all cash price of $8.50 per share, with the possibility of a higher price upon completion of due diligence, payable to the Company's stockholders, which amount takes into account the Company's obligation to pay a termination fee and expenses under the Agreement and Plan of Merger, dated as of October 7, 2005 (the "Sun Agreement"), by and among the Company, GFC Enterprises, Inc. and GFC Holding Corp. We believe that our proposal is clearly superior to the $8.00 per share that is being offered by Sun Capital under the Sun Agreement. Our proposal represents a premium of 6.25% over the price being offered by Sun Capital. We are prepared to effectuate our proposed transaction through the prompt commencement of a cash tender offer followed by a cash merger, once a binding definitive agreement has been finalized and executed. We have reviewed the Sun Agreement and related agreements that were publicly filed and our intention would be to enter into definitive agreements with the Company (and its principal stockholder) that would have substantially the same covenants, representations, warranties and conditions as are contained in such agreements. We believe that such agreements could be entered into immediately following the completion of our confirmatory due diligence. As we indicated in our letter dated October 7, 2005, we have already fully reviewed the publicly available information with respect to the Company, and believe we would be able to complete any remaining confirmatory due diligence promptly following our receipt of the due diligence information provided to Sun Capital. We would like to receive access to this information (as well as the schedules to the Sun Agreement) as soon as possible and are prepared to immediately enter into a confidentiality agreement with the Company on terms not less favorable to the Company than the terms of the Confidentiality Agreement entered into with Sun Capital. The principal focus of our diligence would be to validate inventory and real estate valuations, and any material that the Company has in this regard would facilitate and accelerate our review. Our definitive agreement, once signed, would not be subject to any further due diligence. As we have previously indicated, our transaction proposal is not subject to any financing condition. GMM and Prentice are prepared to enter into a commitment to provide the full amount of funding necessary to pay the purchase price for the acquisition, as well as the fees and expenses associated therewith. In addition, we do not anticipate any difficulty in obtaining antitrust approval in connection with the transaction. We are prepared to devote our full effort and resources to pursue this transaction on an expedited basis. We understand that, after Sun Capital has been informed of our proposal, which we intend to make public, the Company's Board of Directors can authorize management to enter into discussions with us and, subject to our signing a confidentiality agreement, make due diligence information available to us, and we would respectfully request that the Company's Board make that determination as soon as possible. We very much look forward to hearing from you at the earliest opportunity. Again, Isaac Dabah of GMM can be reached at (212) 688-8288 and Michael Zimmerman of Prentice Capital can be reached at (212) 756-8040. Very truly yours, GMM CAPITAL LLC By: /s/ Isaac Dabah ---------------------------- Name: Isaac Dabah Title: Director PRENTICE CAPITAL MANAGEMENT, L.P. By: /s/ Michael Zimmerman ------------------------------ Name: Michael Zimmerman Title: Chief Executive Officer cc: Steven H. Tishman Rothschild, Inc. Martin Nussbaum, Esq. Dechert LLP -----END PRIVACY-ENHANCED MESSAGE-----