-----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, C6LkTgdRCP34xb7uUeOWpcxPgDd6lbzwOUz2GBsMH3pEJvqe/6G7rZQstkcRy0lZ aNcfO9kLl7fOGJSs4M9WCw== 0001341004-06-000227.txt : 20060127 0001341004-06-000227.hdr.sgml : 20060127 20060127130922 ACCESSION NUMBER: 0001341004-06-000227 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 GROUP MEMBERS: GMM TRUST GROUP MEMBERS: GOODYS HOLDINGS INC 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: 06556467 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 nyc1079244.txt AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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 Persons 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 January 27, 2006 - ------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) (Continued on the following pages) (Page 1 of 6) CUSIP No. 382588101 Page 2 of 6 - ------------------------------------------------------------------------------- 1 Name Of Reporting Person/I.R.S. Identification No. Of Above Person (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 Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) Not Applicable - ------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization: Delaware - -------------------------------------------------------------------------------- Number Of 7 Sole Voting Power Shares ------------------------------------------------------------------ Beneficially 8 Shared Voting Power 33,000,000 (1) Owned By ------------------------------------------------------------------ Each 9 Sole Dispositive Power Reporting ------------------------------------------------------------------ Person With 10 Shared Dispositive Power 33,000,000 (1) - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 33,000,000 (1) - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): - -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 100.00% - -------------------------------------------------------------------------------- 14 Type Of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- (1) Represents the shares of Common Stock of the Issuer owned by Goody's Holdings, Inc. Pursuant to the Acquisition Agreement and Agreement and Plan of Merger, dated October 27, 2005, by and among Goody's Family Clothing, Inc. (the "Company"), GF Acquisition Corp. and Goody's Holdings, Inc. (formerly GF Goods Inc.), GF Acquisition Corp. merged with and into the Company on January 27, 2006 via a short-form merger. In the merger, all outstanding shares of the Company were cancelled and converted into the right to receive the merger consideration of $9.60 per share, and each outstanding share of GF Acquisition Corp. was converted into 330,000 shares of common stock, no par value per share, of the Company. As a result, Goody's Holdings, Inc., which owned 100% of GF Acquisition Corp., now owns all 33,000,000 of the outstanding shares of common stock of the Company. Following the consummation of the merger, the surviving corporation has terminated the registration of its shares under the Securities Exchange Act of 1934 and such shares were delisted from the NASDAQ National Market. Goody's Holdings, Inc., is owned in equal parts by GMM Capital LLC and PGDYS LLC. GMM Trust is the managing member of GMM Capital LLC, and Prentice Capital Management, LP is the managing member of PGDYS LLC. CUSIP No. 382588101 Page 3 of 6 - -------------------------------------------------------------------------------- 1 Name Of Reporting Person/I.R.S. Identification No. Of Above Person (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 Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) Not Applicable - ------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization: New Jersey - ------------------------------------------------------------------------------- Number Of 7 Sole Voting Power Shares ------------------------------------------------------------------ Beneficially 8 Shared Voting Power 33,000,000 (1) Owned By ------------------------------------------------------------------ Each 9 Sole Dispositive Power Reporting ------------------------------------------------------------------ Person With 10 Shared Dispositive Power 33,000,000 (1) - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 33,000,000 (1) - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): - -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 100.00% - -------------------------------------------------------------------------------- 14 Type Of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- (1) Represents the shares of Common Stock of the Issuer owned by Goody's Holdings, Inc. Pursuant to the Acquisition Agreement and Agreement and Plan of Merger, dated October 27, 2005, by and among Goody's Family Clothing, Inc. (the "Company"), GF Acquisition Corp. and Goody's Holdings, Inc. (formerly GF Goods Inc.), GF Acquisition Corp. merged with and into the Company on January 27, 2006 via a short-form merger. In the merger, all outstanding shares of the Company were cancelled and converted into the right to receive the merger consideration of $9.60 per share, and all outstanding shares of GF Acquisition Corp. were converted into 330,000 shares of common stock, no par value per share, of the Company. As a result, Goody's Holdings, Inc., which owned 100% of GF Acquisition Corp., now owns all of the outstanding shares of common stock of the Company. Following the consummation of the merger, the surviving corporation has terminated the registration of its shares under the Securities Exchange Act of 1934 and such shares were delisted from the NASDAQ National Market. Goody's Holdings, Inc., is owned in equal parts by GMM Capital LLC and PGDYS LLC. GMM Trust is the managing member of GMM Capital LLC, and Prentice Capital Management, LP is the managing member of PGDYS LLC. CUSIP No. 382588101 Page 4 of 6 - -------------------------------------------------------------------------------- 1 Name Of Reporting Person/I.R.S. Identification No. Of Above Person (Entities Only) Goody's Holding, Inc. I.R.S. Identification No.: 65-1262832 - -------------------------------------------------------------------------------- 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): AF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) Not Applicable - -------------------------------------------------------------------------------- 6 Citizenship Or Place Of Organization: Delaware - -------------------------------------------------------------------------------- Number Of 7 Sole Voting Power Shares ------------------------------------------------------------------ Beneficially 8 Shared Voting Power 33,000,000 (1) Owned By ------------------------------------------------------------------ Each 9 Sole Dispositive Power Reporting ------------------------------------------------------------------ Person With 10 Shared Dispositive Power 33,000,000 (1) - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 33,000,000 (1) - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): - -------------------------------------------------------------------------------- 13 Percent Of Class Represented By Amount In Row (11) 100.00% - -------------------------------------------------------------------------------- 14 Type Of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- (1) Represents the shares of Common Stock of the Issuer owned by Goody's Holdings, Inc. Pursuant to the Acquisition Agreement and Agreement and Plan of Merger, dated October 27, 2005, by and among Goody's Family Clothing, Inc. (the "Company"), GF Acquisition Corp. and Goody's Holdings, Inc. (formerly GF Goods Inc.), GF Acquisition Corp. merged with and into the Company on January 27, 2006 via a short-form merger. In the merger, all outstanding shares of the Company were cancelled and converted into the right to receive the merger consideration of $9.60 per share, and each outstanding share of GF Acquisition Corp. was converted into 330,000 shares of common stock, no par value per share, of the Company. As a result, Goody's Holdings, Inc., which owned 100% of GF Acquisition Corp., now owns all 33,000,000 of the outstanding shares of common stock of the Company. Following the consummation of the merger, the surviving corporation has terminated the registration of its shares under the Securities Exchange Act of 1934 and such shares were delisted from the NASDAQ National Market. Goody's Holdings, Inc., is owned in equal parts by GMM Capital LLC and PGDYS LLC. GMM Trust is the managing member of GMM Capital LLC, and Prentice Capital Management, LP is the managing member of PGDYS LLC. This Amendment No. 5 to the 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"), as amended by Amendment No. 1 to Schedule 13D, filed on October 12, 2005 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D, filed on October 24, 2005 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D, filed on October 31, 2005 ("Amendment No. 3") and Amendment No. 4 to Schedule 13D, filed on December 27, 2005 ("Amendment No. 4") in conjunction with Amendment No. 5 to Schedule TO, filed on December 27, 2005 ("Amended Schedule TO"), 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"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 or Amendment No. 4 as applicable. As a result of transactions described in Item 5 below, GF Acquisition Corp., a Tennessee corporation ("GF Acquisition"), and Goody's Holdings, Inc. (formerly GF Goods Inc.), a Delaware corporation ("Parent"), have been added as reporting persons hereunder (GMM Capital, GMM Trust, GF Acquisition and Parent, each a "Reporting Person" and, collectively, the "Reporting Persons"). The Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 are hereby amended as follows: Item 5. Interest in Securities of Issuer. - ------------------------------------------ Item 5 of the Schedule 13D is hereby amended and supplemented to add to the end thereof the following: Pursuant to the Acquisition Agreement and Agreement and Plan of Merger, dated October 27, 2005, by and among the Company, GF Acquisition and Parent, GF Acquisition merged with and into the Company on January 27, 2006 via a short-form merger. In the merger, all outstanding shares of the Company were cancelled and converted into the right to receive the merger consideration of $9.60 per share, and each outstanding share of GF Acquisition was converted into 330,000 shares of common stock, no par value per share, of the Company. As a result, Parent, which owned 100% of GF Acquisition Corp., now owns all of the 33,000,000 outstanding shares of common stock of the Company. Following the consummation of the merger, the surviving corporation has terminated the registration of its shares under the Securities Exchange Act of 1934 and such shares were delisted from the NASDAQ National Market. Parent is owned in equal parts by GMM Capital LLC and PGDYS LLC. GMM Trust is the managing member of GMM Capital LLC, and Prentice Capital Management, LP is the managing member of PGDYS LLC. Signatures After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement 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 Title: Trustee GOODY'S HOLDINGS, INC. By: /s/ Isaac Dabah ------------------- Name: Isaac Dabah Title: President and Chief Executive Officer Dated: January 27, 2006 -----END PRIVACY-ENHANCED MESSAGE-----