October 21, 2005
Exhibit (a)(5)(A)
October 21, 2005
Dear Shareholder:
On October 7, 2005, Xxxxx’s Family Clothing, Inc.
entered into a Merger Agreement with GFC Holding Corp. and GFC
Enterprises, Inc. (collectively, the “Purchaser”),
each of which is an affiliate of Sun Capital Partners IV, LP, to
purchase all of the issued and outstanding common stock of
Goody’s for $8.00 net per share in cash. GFC
Enterprises has commenced a Tender Offer for all of Xxxxx’s
outstanding shares today. Following the Tender Offer, GFC
Enterprises will merge into Goody’s, and all shares not
purchased in the Tender Offer (other than shares owned by
Purchasers or their respective affiliates) will be converted
into the right to receive $8.00 per share in cash.
Also, on October 7, 2005, GFC Holding and GFC Enterprises
entered into a Support Agreement with holders of approximately
41.5% of the outstanding shares (or approximately 39.7% of the
shares on a fully diluted basis) under which the shareholders
agreed, among other things, to tender their shares to GFC
Enterprises in the Tender Offer.
The Board of Directors of Goody’s, based on the
recommendation of a Special Committee consisting of its
independent directors, unanimously (i) declared the
advisability of the Merger Agreement and the transactions
contemplated thereby and approved and adopted the Merger
Agreement and the transactions contemplated thereby, including
the Tender Offer and the Merger, (ii) determined that the
Agreement and the transactions contemplated thereby, including
the Tender Offer and the Merger, are fair to and in the best
interests of the shareholders of the Company,
(iii) determined that the consideration to be paid in the
Tender Offer and the Merger is fair to and in the best interests
of the shareholders of the Company and (iv) subject to the
Company’s rights under the Merger Agreement, resolved to
recommend that the shareholders of the Company accept the Tender
Offer and tender their Shares and approve and adopt the Merger
Agreement and the Merger and the other transactions contemplated
thereby.
In arriving at its recommendation, the Board of Directors of
Xxxxx’s gave careful consideration to a number of factors,
including the material factors set forth in Goody’s
Solicitation/ Recommendation Statement on Schedule 14D-9,
which is enclosed with this letter.
After the Merger Agreement was executed, the Company received
two competing acquisition proposals from third party bidders.
One proposal was received on October 11, 2005 and is for a
cash price of at least $8.50 per share and a second
proposal, received on October 14, 2005, is for a cash price
of $8.85 per share. The terms of each of the proposals made
them subject to due diligence. As provided for in the Merger
Agreement, the Company has begun a discussion and due diligence
period with each of these competing bidders which must be
completed no later than ten business days from receipt of the
respective proposal. In the event that, following the completion
of the applicable due diligence period, the Company determines
that one or both of such proposals is a Superior Proposal (as
defined in the Merger Agreement), the Company may terminate the
Merger Agreement after first providing Purchasers with a four
business day notice period during which time Purchasers may
present a competing offer. On the evening of October 20,
2005, the bidder that had submitted a proposal on
October 11, 2005 submitted an all cash offer of
$8.75 per share. The offer is not subject to due diligence
or a financing contingency but requires the Board to make a
prompt decision that it is a Superior Proposal. Neither the
Board nor the Company’s advisors have yet had the
opportunity to review and evaluate this offer.
Also enclosed is a copy of GFC Enterprises’s offer to
purchase and related materials, including a letter of
transmittal for use in tendering shares. Those documents set
forth the terms and conditions of the Tender Offer.
We urge you to read the entire Solicitation/ Recommendation
Statement on Schedule 14D-9 and the other enclosed
materials and consider them carefully before deciding whether to
tender your shares.
| Sincerely, | |
 |
|
| Xxxxxx X. Xxxxxxxxxx | |
| Chairman and Chief Executive Officer |
