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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Goody's Family Clothing, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
382588 10 1
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(CUSIP Number)
Martin Nussbaum, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 14, 1996
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(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 Rule 13d-1(b) (3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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SCHEDULE 13D
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CUSIP No. 382588 10 1
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Goodfriend
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 9,342,205
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,250
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,342,205
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,250
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,353,455
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58%
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14 TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to the Schedule 13D originally filed by
Robert M. Goodfriend with the Securities and Exchange Commission (the "SEC") on
November 25, 1994, as previously amended by Amendment No. 1 filed with the SEC
on January 9, 1995, relates to Mr. Goodfriend's beneficial ownership of shares
of the common stock, no par value per share, of Goody's Family Clothing, Inc.
This Amendment No. 2 restates, amends and supplements the original Schedule
13D, as amended by Amendment No. 1.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement
relates is the common stock, no par value per share (the "Common Stock"), of
Goody's Family Clothing, Inc., a Tennessee corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 400 Goody's Lane,
Knoxville, Tennessee 37922.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Robert M. Goodfriend (the
"Reporting Person"). The Reporting Person's principal occupation is as the
Chairman of the Board and Chief Executive Officer of Goody's Family Clothing,
Inc. (the "Issuer"). The Issuer is principally engaged in the retail sale of
apparel for men, women and children. The Reporting Person's business address is
the principal executive offices of the Issuer: 400 Goody's Lane, Knoxville,
Tennessee 37922.
Other than as set forth below, during the last five years,
the Reporting Person has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has the Reporting
Person been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
On September 29, 1995, the SEC entered an Order Instituting
Public Proceedings Pursuant to Section 21C of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Making Findings and Imposing Relief, and
Cease-and-Desist Order against the Issuer and the Reporting Person, Release No.
36308, File No. 3-8852 (the "Order"). In anticipation of the Order, the Issuer
and the Reporting Person each submitted an Offer of Settlement without
admitting or denying the findings set forth therein, and consented to the entry
of the Order by the SEC. Pursuant to the Order, the SEC found that during the
years of 1992 and 1993; (i) the Issuer violated Sections 13(a) and 13(b)(2)(A)
and (B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13 and 13b2-1
promulgated thereunder and (ii) the Reporting Person violated Rule 13b2-1 and
caused the Issuer's violation of the above-referenced Sections. In addition,
the SEC entered an order that each of the Issuer and the Reporting Person
cease-and-desist from committing or causing any violation, and from committing
or causing any future violation, of Sections 13(a) and 13(b)(2)(A) and (B) of
the Exchange Act and Rules 12b-20, 13a-1, 13a-13 and 13b2-1 promulgated
thereunder.
The Reporting Person is a citizen of the United States.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired the Common Stock beneficially
owned by him in December 1981 and January 1982 from his father, the founder of
the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
On October 14, 1996, the Reporting Person sold an aggregate
of 396,150 shares of Common Stock in the open market for a sales price of
$13.00 per share.
While the Reporting Person does not anticipate significantly
reducing his percentage ownership position in the Company, from time to time,
in accordance with applicable law, the Reporting Person may dispose of
additional shares of Common Stock in the open market as he may deem appropriate
to satisfy his personal financial objectives.
Except as described herein, other than in his capacity as the
Chairman of the Board and Chief Executive Officer of the Issuer, the Reporting
Person does not have any plans or proposals which relate to or would result in
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount
of the assets of the Issuer or any of its subsidiaries, (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Issuer's board of directors, (e) any material change in the
present capitalization or dividend policy of the Issuer, (f) any other material
change in the Issuer's business or corporate structure, (g) changes in the
Issuer's charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person, (h)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act,
or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, the Reporting Person beneficially owns
9,353,455 shares of Common Stock, which represents approximately 58% of the
outstanding shares of Common Stock. (According to the Company and its transfer
agent, as of October 11, 1996 there were 16,136,012 shares of Common Stock
outstanding. Accordingly, in computing the percentage of Common Stock
beneficially owned by the Reporting Person, such number, as adjusted where
appropriate for exercisable options, was used.) Such 9,353,455 shares include
11,250 shares of Common Stock owned by the Reporting Person's spouse ("Mrs.
Goodfriend"). Such 9,353,455 shares do not include 417,270 shares of Common
Stock held in trust for the benefit of the Reporting Person's children. The
Reporting Person has no voting or investment power with respect to these
417,270 shares of Common Stock and disclaims beneficial ownership of them. The
Reporting Person has sole voting and dispositive power with respect to the
9,342,205 shares of Common Stock owned directly by him and shares voting and
dispositive power with Mrs. Goodfriend with respect to the 11,250 shares of
Common Stock she owns directly.
Mrs. Goodfriend's address is the same as the Reporting
Person's. In addition, during the last five years, Mrs. Goodfriend also has not
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has she been a party to a civil
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proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Furthermore, Mrs. Goodfriend also is a citizen of the
United States.
Other than as set forth herein, the Reporting Person has not
made any purchases or sales of securities of the Company during the sixty days
preceding the date of this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On January 5, 1995, the Reporting Person and Mrs. Goodfriend
entered into a Settlement Agreement (the "Settlement Agreement") with the
Issuer and the Issuer's then current directors providing for, among other
things, (i) the adoption by the then current Board of Directors of the Issuer
of an amendment to the Issuer's Bylaws which, among other things, requires that
until the 2000 Annual Meeting of Shareholders, (A) a majority of the members of
the Board of Directors be independent (as defined therein), (B) the Board of
Directors maintain standing Audit and Compensation Committees comprised
entirely of independent directors, (C) the independent directors approve any
related party transactions and (D) certain restrictions shall apply to
purchases and sales of the Issuer's capital stock by the Reporting Person, (ii)
the resignation of the members of the Issuer's then current Board of Directors
other than the Reporting Person and (iii) the appointment by the Reporting
Person, as the sole director, of a new slate of directors. The new Board of
Directors of the Issuer subsequently appointed the Reporting Person the
Chairman of the Board and Chief Executive Officer of the Issuer. In addition,
on January 5, 1995, the Chancery Court of Knox County, Tennessee (the
"Tennessee Court") approved the terms of the Settlement Agreement and dismissed
the complaint filed by the Reporting Person on November 22, 1994 in Tennessee
Court with prejudice (although, pursuant to the Settlement Agreement and the
Tennessee Court's order dismissing the complaint, Mrs. Goodfriend shall be
permitted to restate her individual complaint requesting that the Tennessee
Court determine the requisite vote to remove a director of the Issuer under
Tennessee law). A copy of the Settlement Agreement was attached to Amendment
No. 1 as Exhibit 6 and is incorporated herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Letter dated November 22, 1994 from Robert M. Goodfriend to Goody's
Family Clothing, Inc. calling a Special Meeting of the shareholders
for the purpose of removing all of the members of the Board of
Directors other than himself. (previously filed with original
Schedule 13D)
2. Letter dated November 22, 1994 from Robert M. Goodfriend to the
members of the Board of Directors of Goody's Family Clothing, Inc.
(previously filed with original Schedule 13D)
3. Complaint for Declaratory and Injunctive Relief in the matter of
Robert M. Goodfriend and Wendy Goodfriend vs. Goody's Family
Clothing, Inc., filed in the Chancery Court for Knox County,
Tennessee on November 22, 1994. (previously filed with original
Schedule 13D)
4. Motion for Restraining Order and Temporary Injunction in the matter
of Robert M. Goodfriend and Wendy Goodfriend vs. Goody's Family
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Clothing, Inc., filed in the Chancery Court for Knox County,
Tennessee on November 22, 1994. (previously filed with original
Schedule 13D)
5. Order of the Chancery Court Knox County, Tennessee in the matter of
Robert M. Goodfriend and Wendy Goodfriend vs. Goody's Family
Clothing, Inc., dated November 22, 1994. (previously filed with
original Schedule 13D)
6. Settlement Agreement dated January 5, 1995, by and among Goody's
Family Clothing, Inc., Robert M. Goodfriend, Wendy Goodfriend,
John H. Weitnauer, Jr., E. Douglas Grindstaff, Roger L. Jenkins,
Henry J. Nasella, George I. Rubin, Phillip G. Satre, and G. William
Speer. (previously filed with Amendment No. 1)
7. Press release of Goody's Family Clothing, Inc. dated January 5, 1995.
(previously filed with Amendment No. 1)
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 14, 1996 /s/ Robert M. Goodfriend
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Robert M. Goodfriend
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