SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GFC Enterprises, Inc. (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/07/2005	3. Issuer Name and Ticker or Trading Symbol GOODYS FAMILY CLOTHING INC /TN [ GDYS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value per share	0	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GFC Enterprises, Inc. (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GFC Holding Corp. (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun GFC, LLC (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUN CAPITAL PARTNERS IV LP (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun Capital Advisors IV, LP (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sun Capital Partners IV, LLC (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KROUSE RODGER R (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEDER MARC J (Last) (First) (Middle) C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") each own 50% of the membership interests in Sun Capital Partners, LLC ("Sun Partners IV LLC"), which in turn is the general partner of Sun Capital Advisors IV, LP ("Sun Advisors IV"), which in turn is the general partner of Sun Capital Partners IV, LP ("Sun Partners IV LP"). Sun Partners IV LP owns all of the membership interests in Sun GFC, LLC ("Sun GFC"). Sun GFC owns 100% of the issued and outstanding common stock of GFC Holding Corp. ("Holding Corp."). Holding Corp. owns 100% of the issued and outstanding common stock of GFC Enterprises, Inc. ("Enterprises").

2. As a result, Leder, Krouse, Sun Partners IV LLC, Sun Advisors IV, Sun Partners IV LP, Sun GFC, Holding Corp. and Enterprises may be deemed to have direct (in the case of Enterprises) or indirect (in the case of each of the other entities) beneficial ownership of 13,755,370 outstanding common shares of Goody's Family Clothing, Inc. (the "Company") and options to acquire 765,000 common shares of the Company, pursuant to the Support Agreement (the "Support Agreement") dated October 7, 2005 by and among Holding Corp., Enterprises and each of the persons listed on Schedule A thereto. None of Leder, Krouse, Sun Partners IV LLC, Sun Advisors IV, Sun Partners IV LP, Sun GFC, Holding Corp. nor Enterprises have a pecuniary interest in any shares of the Company.

3. Pursuant to the Support Agreement, Michael H. Kalb, Jason A. Leach and any other individual designated by Enterprises hold an irrevocable proxy to vote all of the Principal Shareholder Shares (as defined in the Support Agreement) or to grant a consent or approval in respect of such Principal Shareholder Shares at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought against any Acquisition Proposal (as defined in the Support Agreement) and any Frustrating Transaction (as defined in the Support Agreement).

	SUN CAPITAL PARTNERS IV, LLC By: /s/ Rodger R. Krouse Name: Rodger R. Krouse Its: Co-CEO c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	SUN CAPITAL ADVISORS IV, LLC By: Sun Capital Partners IV, LLC Its: General Partner By: /s/ Rodger R. Krouse Name: Rodger R. Krouse Its: Co-CEO c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	SUN CAPITAL PARTNERS IV, LP By: Sun Capital Advisors IV, LP Its: General Partner	10/17/2005
	By: Sun Capital Partners IV, LLC Its: General Partner By: /s/ Rodger R. Krouse Name: Rodger R. Krouse Its: Co-CEO c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	SUN GFC, LLC By: /s/ Rodger R. Krouse Name: Rodger R. Krouse Its: Vice President c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	GFC HOLDING CORP. By: /s/ Rodger R. Krouse Name: Rodger R. Krouse Its: Vice President c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	GFC ENTERPRISES, INC. By: /s/ Rodger R. Krouse Name: Rodger R. Krouse Its: Vice President c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	/s/ RODGER R. KROUSE c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	/s/ MARC J. LEDER c/o Sun Capital Partners, Inc. 5200 Town Center Circle, Suite 470 Boca Raton, FL 33486	10/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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