GF Acquisition Corp. Completes Merger With Goody's Family Clothing, Inc.
28 January 2006 - 4:16AM
PR Newswire (US)
NEW YORK and KNOXVILLE, Tenn., Jan. 27 /PRNewswire-FirstCall/ --
Goody's Holdings, Inc. and Goody's Family Clothing, Inc.
(NASDAQ:GDYS) announced today that, in accordance with the terms of
the Acquisition Agreement and Agreement and Plan of Merger, dated
as of October 27, 2005, among Goody's, Goody's Holdings, Inc. and
GF Acquisition Corp., a short-form merger of GF Acquisition with
and into Goody's, with Goody's continuing as the surviving
corporation in the merger, was completed on January 27, 2006. As a
result of the merger, each remaining outstanding share of Goody's
common stock (other than shares held by GF Acquisition Corp. and
its affiliates) was converted into the right to receive $9.60 per
share, in cash, without interest. The Company has requested that
NASDAQ delist Goody's Family Clothing, Inc. as of the close of
business today. Goody's also announced that, in connection with the
consummation of the merger, Samuel J. Furrow, Irwin L. Lowenstein
and Robert F Koppel, the remaining independent directors, have
resigned their positions as directors of the Company. As previously
reported, Isaac Dabah, a principal of GMM Capital and a director of
Goody's, will serve as the chairman of the board. The other
continuing members of the board of directors are Michael Zimmerman,
Itzhak Weinstock and Gina Milanese. Goody's, headquartered in
Knoxville, Tennessee, is a retailer of moderately priced family
apparel, and with the temporary closure of one store due to
hurricane damage, currently operates 381 stores in the 21 states of
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North
Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas,
Virginia and West Virginia. Goody's Holdings, Inc. and its wholly
owned subsidiary, GF Acquisition Corp., were formed for the purpose
of entering into a business combination transaction with Goody's
and have not carried on any activities other than in connection
with the tender offer. Goody's Holdings, Inc. is a privately held
company owned by GMM Capital LLC and PGDYS LLC. Prentice Capital
Management, LP is the managing member of PGDYS LLC. This press
release contains certain forward-looking statements which are based
upon current expectations and these statements involve material
risks and uncertainties. Readers are cautioned that any such
forward-looking statement is not a guarantee of future results and
involves risks and uncertainties, and that actual results and
outcomes may differ materially from those projected in the
forward-looking statements. Goody's does not undertake to publicly
update or revise its forward-looking statements even if future
changes make it clear that any projected results or outcomes
expressed or implied therein will not be realized. First Call
Analyst: FCMN Contact: DATASOURCE: Goody's Family Clothing, Inc.
CONTACT: Edward R. Carlin, Chief Financial Officer of Goody's
Family Clothing, Inc., +1-865-966-2000, or Edward McCarthy of D.F.
King & Co., +1-212-493-6952
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