SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 6

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOX & HOUND RESTAURANT GROUP

(Name of subject company (Issuer))

F&H FINANCE CORP.

FOX ACQUISITION COMPANY

LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P.

LEVINE LEICHTMAN CAPITAL PARTNERS III—AMICUS FUND, L.P.

(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share	351321104
(Title of classes of securities)	(CUSIP number of common stock)

Lauren B. Leichtman

Levine Leichtman Capital Partners, Inc.

335 North Maple Drive, Suite 240

Beverly Hills, California 90210

(310) 275-5335

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

Copies to:

Richard J. Welch, Esq.

Bingham McCutchen LLP

355 S. Grand Ave., Suite 4400

Los Angeles, California 90071

(213) 680-6400

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$171,386,456	$18,339

(1) Estimated for purposes of calculating the filing fee only. The calculation of the filing fee is described on the cover page to Amendment No. 2 to Schedule TO filed on January 18, 2006.

(2) The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $107 for each $1,000,000 of value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $17,736	Amount Previously Paid: $603
Form of Registration No.: Schedule TO	Form of Registration No.: Schedule TO
Filing Party: Fox Acquisition Company	Filing Party: Fox Acquisition Company
Date Filed: January 6, 2006	Date Filed: January 18, 2006

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third party tender offer subject to Rule 14d-1

¨ issuer tender offer subject to Rule 13e-4

¨ going private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

This Amendment No. 6 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2006, amends and supplements the Tender Offer Statement on Schedule TO (the “Initial Statement”) filed with the SEC on January 6, 2006, as amended and supplemented by Amendment No. 1 to the Initial Statement filed with the SEC on January 17, 2006, Amendment No. 2 to the Initial Statement filed with the SEC on January 18, 2006, Amendment No. 3 to the Initial Statement filed with the SEC on January 20, 2006, Amendment No. 4 to the Initial Statement filed with the SEC on January 25, 2006 and Amendment No. 5 to the Initial Statement filed with the SEC on February 1, 2006 (the “Amendments,” together with the Initial Statement, the “Amended Statement”), and relates to the offer by F&H Finance Corp., a Delaware corporation (“Offeror”) and a wholly-owned subsidiary of Fox Acquisition Company, a Delaware corporation (“FAC”), which is a wholly-owned subsidiary of Levine Leichtman Capital Partners III, L.P., a California limited partnership (“LLCP”), and Levine Leichtman Capital Partners III—Amicus, L.P., a California limited partnership (“LLCP—Amicus”), to purchase all outstanding shares of Common Stock, par value $0.01 per share (the “Shares”), of Fox & Hound Restaurant Group, a Delaware corporation (the “Company”), for $16.00 per Share, net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 6, 2006 (as amended and supplemented, the “Initial Offer to Purchase”), and the related original (blue) Letter of Transmittal, as amended and supplemented by the Supplement to the Offer to Purchase, dated January 20, 2006 (the “Supplement” and, together with the Initial Offer to Purchase, the “Offer to Purchase”), and related revised (yellow) Letter of Transmittal (which, together with the Offer to Purchase, and any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase.

The information in the Offer to Purchase and the related revised (yellow) Letter of Transmittal, as amended or supplemented prior to the date hereof, is incorporated in this Amendment by reference to all of the applicable items in the Amended Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 1 through 9 and 11

Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference certain information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“In light of Fox & Hound’s announcement on January 30, 2006 that its Board of Directors had determined that the previously announced offer by affiliates of Newcastle Partners, LP and Steel Partners II, LP to enter into a negotiated tender offer/merger to acquire Fox & Hound for $16.30 per share in cash was a superior offer to the $16.00 per share Offer Price of Purchaser and Offeror, and Purchaser’s subsequent notification to Fox & Hound that it did not intend to increase its Offer Price, on February 1, 2006, Fox & Hound, Purchaser, Offeror and LLCP agreed to enter into the termination agreement attached hereto as Exhibit (d)(3), which is incorporated herein by reference, and to terminate the Merger Agreement (and thereby terminate the Offer).

In accordance with the terms of the Merger Agreement, Fox & Hound is paying Levine Leichtman Capital Partners, Inc. a $5.0 million termination fee and a $2.0 million expense reimbursement fee.

On February 2, 2006, Offeror, Purchaser and LLCP issued the press release attached hereto as Exhibit (a)(i)(xvi), which is incorporated herein by reference, announcing the termination of the Offer and the termination of the Merger Agreement.

As of February 1, 2006, 43,013 Shares had been tendered into the Offer and not withdrawn. All Shares tendered into the Offer and not previously withdrawn will be returned to the tendering stockholders, without expense to the tendering stockholders.”

Item 12.	Exhibits.
(a)(1)(xvi)	Press Release issued February 2, 2006
(d)(3)	Termination Agreement, dated February 1, 2006, among Fox & Hound, Offeror, Purchaser and LLCP

After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

F&H FINANCE CORP.
By:	/s/ Stephen J. Hogan
Name:	Stephen J. Hogan
Title:	Vice President
FOX ACQUISITION COMPANY
By:	/s/ Stephen J. Hogan
Name:	Stephen J. Hogan
Title:	Vice President
LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P.
By:	Levine Leichtman Capital Partners, Inc.
By:	/s/ Stephen J. Hogan
Name:	Stephen J. Hogan
Title:	Chief Financial Officer
LEVINE LEICHTMAN CAPITAL PARTNERS III—AMICUS FUND, L.P.
By:	Levine Leichtman Capital Partners, Inc.
By:	/s/ Stephen J. Hogan
Name:	Stephen J. Hogan
Title:	Chief Financial Officer

Dated February 2, 2006

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(xvi)	Press Release issued February 2, 2006
(d)(3)	Termination Agreement, dated February 1, 2006, among Fox & Hound, Offeror, Purchaser and LLCP

EX-99.(A)(1)(XVI)

Exhibit (a)(1)(xvi)

February 2, 2006

LEVINE LEICHTMAN TERMINATES

ITS OFFER TO PURCHASE

FOX & HOUND RESTAURANT GROUP

Levine Leichtman Capital Partners III, L.P. (“LLCP”), through F&H Finance Corp. (“F&H Finance”), its indirect wholly-owned subsidiary, announced today that it is terminating its offer to purchase all of the outstanding shares of Fox & Hound Restaurant Group (NASDAQ: FOXX) (“Fox & Hound”). In addition, LLCP and F&H Finance have terminated their merger agreement with Fox & Hound. The termination of the offer and the merger agreement occurred in connection with Fox & Hound’s entering into a merger agreement with Newcastle Partners, L.P. and Steel Partners II, L.P. and certain of their affiliates for the acquisition of all of the Company’s outstanding stock. In accordance with the terms of the LLCP merger agreement, Fox & Hound is paying Levine Leichtman Capital Partners, Inc. a $5.0 million termination fee and a $2.0 million expense reimbursement.

All shares previously tendered into LLCP’s tender offer will be returned to tendering shareholders, without expense to the tendering shareholders.

Levine Leichtman Capital Partners, Inc. (“Levine Leichtman”) is a Los Angeles, California private equity firm that was founded in 1984 by Arthur E. Levine and Lauren B. Leichtman. Levine Leichtman manages in excess of $1.1 billion of institutional investment capital through private equity partnerships. Levine Leichtman has a highly differentiated, multi-fund investment strategy focused on companies with revenues between $50 million and $500 million. Levine Leichtman is currently making new investments through Levine Leichtman Capital Partners III, L.P. and Levine Leichtman Capital Partners Deep Value Fund, L.P. Successful investments by Levine Leichtman include Jon Douglas Real Estate Services Group, Inc., Consumer Portfolio Services, Inc., the Quizno’s Corporation and CiCi’s Pizza, Inc.

For further information, contact:

Levine Leichtman: Stephen J. Hogan, (310) 275-5335

D.F. King & Co., Inc.: Edward McCarthy, (212) 493-6952

EX-99.(D)(3)

Exhibit (d)(3)

TERMINATION AGREEMENT

This Termination Agreement (this “Termination Agreement”) is entered into as of, and effective as of, February 1, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the “Company”), Fox Acquisition Company, a Delaware corporation (“Purchaser”), F&H Finance Corp., a Delaware corporation (“Merger Sub”), and Levine Leichtman Capital Partners III, L.P., a California limited partnership (“LLCP”), in connection with the Amended and Restated Agreement and Plan of Merger, dated as of January 17, 2006 (the “Merger Agreement”), by and among the Company, Purchaser, Merger Sub and, solely with respect to Section 8.15 of the Merger Agreement, LLCP. Capitalized terms used herein but not defined herein shall have the meaning given them in the Merger Agreement.

WHEREAS, the parties entered into a Merger Agreement on December 29, 2005 (the “Initial Merger Agreement”);

WHEREAS, in compliance with the terms of the Initial Merger Agreement, Purchaser and Merger Sub commenced a tender offer for all of the outstanding shares of the Company on January 6, 2006;

WHEREAS, the parties amended, restated and superceded the Initial Merger Agreement on January 17, 2006 by entering into the Merger Agreement;

WHEREAS, on January 26, 2006, affiliates of Newcastle Partners, L.P., a Texas limited partnership, and Steel Partners II, L.P., a Delaware limited partnership (collectively, the “Newcastle/Steel Entities”), announced a revised proposal to acquire all of the outstanding shares of the Company at a price of $16.30 per share (the “Newcastle/Steel Proposal”); and

WHEREAS, the Company has announced that it has determined that the Newcastle/Steel Proposal is a Company Superior Offer and has entered into an escrow agreement with the Newcastle/Steel Entities pursuant to which an executed agreement and plan of merger with the Newcastle/Steel Entities has been deposited into escrow;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Termination Agreement and intending to be legally bound hereby, the undersigned hereto agree as follows:

1. Each of the undersigned hereby agrees and consents to the termination of the Merger Agreement, effective as of the date hereof, on the terms and conditions set forth in this Termination Agreement; provided, however, that Section 7.2, Section 7.3 and Section 8.1 of the Merger Agreement shall survive the termination of the Merger Agreement.

2. Each of the undersigned hereby agrees that, in connection with the termination of the Merger Agreement hereunder, the Company shall pay to Levine Leichtman Capital Partners, Inc. (“LLCPI”), as the designee of Purchaser, the Company Termination Fee in immediately available funds wired to the account of LLCPI as soon as practicable but no later than Thursday, February 2, 2006.

3. Each of the undersigned hereby agrees that, in connection with the termination of the Merger Agreement hereunder, the Company shall pay to Levine Leichtman Capital Partners, Inc., as the designee of Purchaser, the Termination Expenses in immediately available funds wired to the account of LLCPI as soon as practicable but no later than Thursday, February 2, 2006. LLCPI provided the Company with reasonable documentation of $2,000,000 of Termination Expenses on January 31, 2006.

4. Each of the undersigned acknowledges that the agreements contained in Sections 2 and 3 are an integral part of the transactions contemplated by this Termination Agreement. In the event that the Company shall fail to pay the Company Termination Fee or any Termination Expenses when due, the Company shall reimburse Purchaser for all reasonable costs and expenses actually incurred or accrued by such other party (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of Sections 2 and 3. Notwithstanding anything to the contrary in this Termination Agreement, Purchaser’s (or its designee’s) right to receive payment of the Company Termination Fee and Termination Expenses pursuant to Sections 2 and 3 shall be the exclusive remedy of Purchaser, Merger Sub and LLCP for the loss suffered as a result of the failure of the Merger and the other transactions to be consummated, and upon payment of the Company Termination Fee and Termination Expenses in accordance with Sections 2 and 3, the Company shall have no further liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated thereby (except with respect to the second sentence of this Section 4 and with respect to Section 8.1 of the Merger Agreement).

5. This Termination Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with the internal laws of, the State of Delaware, without regard to the conflicts of law principles thereof.

IN WITNESS WHEREOF, each of the parties hereto have caused this Termination Agreement to be signed and delivered by their respective duly authorized officers as of the date first above written.

FOX & HOUND RESTAURANT GROUP
By:	/s/ Steven M. Johnson
	Name: Steven M. Johnson
	Title: Chief Executive Officer
FOX ACQUISITION COMPANY
By:	/s/ Stephen J. Hogan
	Name: Stephen J. Hogan
	Title: Vice President
F&H FINANCE CORP.
By:	/s/ Stephen J. Hogan
	Name: Stephen J. Hogan
	Title: Vice President
LEVINE LEICHTMAN CAPITAL PARTNERS, INC.
On behalf of LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P.
By:	/s/ Stephen J. Hogan
	Name: Stephen J. Hogan
	Title: Chief Financial Officer

[SIGNATURE PAGE TO TERMINATION AGREEMENT]