Prentice Capital Management, LP – ‘SC 13D/A’ on 10/11/05 re: Goodys Family Clothing Inc/TN – EX-99

On:  Tuesday, 10/11/05, at 7:29pm ET   ·   As of:  10/12/05   ·   Accession #:  902664-5-1992   ·   File #:  5-42079

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Goody's Family Clothing, Inc.                          6     24K 
 2: EX-99       Miscellaneous Exhibit -- exhibit_e                     2     11K 

EX-99   —   Miscellaneous Exhibit — exhibit_e

EX-99
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 GMM CAPITAL LLC
 PRENTICE CAPITAL MANAGEMENT, LP

October 11, 2005                                                                

CONFIDENTIAL                                                                    
------------                                                                    
Board of Directors                                                              
Goody's Family Clothing, Inc.                                                   
400 Goody's Lane                                                                
P.O. Box 22000                                                                  
Knoxville, TN 37933-2000                                                        
Attn: Robert M. Goodfriend                                                      
Chairman and Chief Executive Officer                                

 Re: GOODY'S FAMILY CLOTHING, INC.

Dear Mr. Goodfriend:                                                            

      We are writing to submit this proposal for an acquisition of 100% of
the capital stock of Goody's Family Clothing, Inc. (the "Company") by GMM       
Capital LLC and Prentice Capital Management, LP. at an all cash price of $8.50  
per share, with the possibility of a higher price upon completion of due        
diligence, payable to the Company's stockholders, which amount takes into       
account the Company's obligation to pay a termination fee and expenses under the
Agreement and Plan of Merger, dated as of October 7, 2005 (the "Sun Agreement"),
by and among the Company, GFC Enterprises, Inc. and GFC Holding Corp. We believe
that our proposal is clearly superior to the $8.00 per share that is being      
offered by Sun Capital under the Sun Agreement. Our proposal represents a       
premium of 6.25% over the price being offered by Sun Capital.                   

    We are prepared to effectuate our proposed transaction through the
prompt commencement of a cash tender offer followed by a cash merger, once a    
binding definitive agreement has been finalized and executed. We have reviewed  
the Sun Agreement and related agreements that were publicly filed and our       
intention would be to enter into definitive agreements with the Company (and its
principal stockholder) that would have substantially the same covenants,        
representations, warranties and conditions as are contained in such agreements. 
We believe that such agreements could be entered into immediately following the 
completion of our confirmatory due diligence.                                   

      As we indicated in our letter dated October 7, 2005, we have already
fully reviewed the publicly available information with respect to the Company,  
and believe we would be able to complete any remaining confirmatory due         
diligence promptly following our receipt of the due diligence information       
provided to Sun Capital. We would like to receive access to this information (as
well as the schedules to the Sun Agreement) as soon as possible and are prepared
to immediately enter into a confidentiality agreement                           

EX-99
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with the Company on terms not less favorable to the Company than the terms of   
the Confidentiality Agreement entered into with Sun Capital. The principal focus
of our diligence would be to validate inventory and real estate valuations, and 
any material that the Company has in this regard would facilitate and accelerate
our review. Our definitive agreement, once signed, would not be subject to any  
further due diligence.                                                          

  As we have previously indicated, our transaction proposal is not
subject to any financing condition. GMM and Prentice are prepared to enter into 
a commitment to provide the full amount of funding necessary to pay the purchase
price for the acquisition, as well as the fees and expenses associated          
therewith. In addition, we do not anticipate any difficulty in obtaining        
antitrust approval in connection with the transaction.                          

        We are prepared to devote our full effort and resources to pursue this
transaction on an expedited basis. We understand that, after Sun Capital has    
been informed of our proposal, which we intend to make public, the Company's    
Board of Directors can authorize management to enter into discussions with us   
and, subject to our signing a confidentiality agreement, make due diligence     
information available to us, and we would respectfully request that the         
Company's Board make that determination as soon as possible. We very much look  
forward to hearing from you at the earliest opportunity. Again, Isaac Dabah of  
GMM can be reached at (212) 688-8288 and Michael Zimmerman of Prentice Capital  
can be reached at (212) 756-8040.                                               

                         Very truly yours,

                       GMM CAPITAL LLC

                            By:  /s/ Isaac Dabah
                                                ------------------------------
                                    Name:  Isaac Dabah
                                 Title: Director

                                         PRENTICE CAPITAL MANAGEMENT, L.P.

                                  By:  /s/ Michael Zimmerman
                                                ------------------------------
                                          Name:  Michael Zimmerman
                                                Title: Chief Executive Officer

cc:      Steven H. Tishman                                                      
Rothschild, Inc.                                              

Martin Nussbaum, Esq.                                         
Dechert LLP                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed as of:		10/12/05							8-K,  SC 13G
Filed on:		10/11/05		1					8-K,  SC 13D/A,  SC 13G,  SC TO-C,  SC14D9C
		10/7/05		1					3,  8-K,  SC 13D,  SC 13D/A
									List all Filings