<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Goody's Family Clothing, Inc.
-----------------------------
(Name of Issuer)
Common Stock, no par value per share
------------------------------------
(Title of Class of Securities)
382588 10 1
-----------
(CUSIP Number)
Martin Nussbaum, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
---------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 18, 1996
-------------------------------------------------------
(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: [ ]
<PAGE>
SCHEDULE 13D
CUSIP No. 382588 10 1
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Goodfriend
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,358,355
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
11,250
9 SOLE DISPOSITIVE POWER
9,358,355
10 SHARED DISPOSITIVE POWER
11,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,369,605
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56%
14 TYPE OF REPORTING PERSON
IN
2
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AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 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, Amendment No. 2 filed with the SEC on October 17, 1996,
Amendment No. 3 filed with the SEC on December 9, 1996 and Amendment No. 4
filed with the SEC on December 16, 1996 (collectively, the "Schedule 13D"),
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. 5 amends and supplements the Schedule 13D. Unless otherwise indicated, all
capitalized terms used herein but not otherwise defined shall have the
respective meanings set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 of the Schedule 13D is hereby amended to include the
following information:
On December 18, 1996, in recognition of the
Reporting Person's services to the Company and as incentive
compensation to the Reporting Person, the Compensation
Committee of the Board of Directors of the Company
unanimously approved the grant to the Reporting Person under
the Company's 1993 Stock Option Plan of stock options
immediately exercisable to purchase an aggregate of 320,000
shares of Common Stock over a five-year term at an exercise
price of $17.44 per share (the closing sales price of the
Common Stock on The Nasdaq National Market on December 17,
1996). Such grant was subsequently unanimously approved by
the Board of Directors of the Company (with the Reporting
Person abstaining) on December 18, 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5 of the Schedule 13D is hereby amended to include the
following information:
As of the date hereof, the Reporting Person
beneficially owns 9,369,605 shares of Common Stock, which
represents approximately 56% of the outstanding shares of
Common Stock. (According to the Company and its transfer
agent, as of March 10, 1997 there were 16,367,082 shares of
Common Stock outstanding. Accordingly, in computing the
percentage of Common Stock beneficially owned by the
Reporting Person, such number, as adjusted for exercisable
options held by the Reporting Person, was used.) Such
9,369,605 shares include 11,250 shares of Common Stock owned
by the Reporting Person's spouse ("Mrs. Goodfriend"). Such
9,369,605 shares include 320,000 shares of Common Stock
issuable upon exercise of stock options granted under the
Company's 1993 Stock Option Plan which are currently
exercisable. Such 9,369,605 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 9,358,355 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.
3
<PAGE>
Other than as set forth herein, the Reporting
Person has not made any purchases or sales of securities of
the Company during the sixty (60) days preceding the date of
this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
--------------------------------------------------------
WITH RESPECT TO SECURITIES OF THE ISSUER.
----------------------------------------
Item 6 of the Schedule 13D is hereby amended to include the
following information:
On December 18, 1996, in recognition of the
Reporting Person's services to the Company and as incentive
compensation to the Reporting Person, the Compensation
Committee of the Board of Directors of the Company
unanimously approved the grant to the Reporting Person under
the Company's 1993 Stock Option Plan of stock options
immediately exercisable to purchase an aggregate of 320,000
shares of Common Stock over a five-year term at an exercise
price of $17.44 per share (the closing sales price of the
Common Stock on The Nasdaq National Market on December 17,
1996). Such grant was subsequently unanimously approved by
the Board of Directors of the Company (with the Reporting
Person abstaining) on December 18, 1996. These stock options
are subject to early termination in the event of termination
of the Reporting Person's employment by the Company. A copy
of the Award Agreement is attached hereto as an exhibit and
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
8. Non-Qualified Stock Option Award Pursuant to
Goody's Family Clothing, Inc. 1993 Stock Option Plan
4
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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: March 11, 1997 /s/ Robert M. Goodfriend
------------------------
Robert M. Goodfriend
5
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EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
8. Non-Qualified Stock Option Award Pursuant to
Goody's Family Clothing, Inc. 1993 Stock Option Plan
6
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NON-QUALIFIED STOCK OPTION AWARD
PURSUANT TO GOODY'S FAMILY CLOTHING, INC.
1993 STOCK OPTION PLAN
THIS AWARD is made as of the Grant Date by GOODY'S FAMILY CLOTHING,
INC. (the "Company") to ROBERT M. GOODFRIEND (the "Optionee").
Upon and subject to the Terms and Conditions attached hereto and
incorporated herein by reference, the Company hereby awards as of the Grant
Date to Optionee a non-qualified stock option (the "Option"), as described
below, to purchase the Option Shares.
A. Grant Date: December 18, 1996.
B. Type of Option: Non-Qualified Stock Option.
C. Plan (under which Option is granted): Goody's Family
Clothing, Inc. 1993 Stock Option Plan.
D. Option Shares: All or any part of 320,000 shares of the
Company's common stock, no par value per share (the "Common Stock"), subject
to adjustment as provided in the attached Terms and Conditions.
E. Exercise Price: $17.44 per share, subject to adjustment as
provided in the attached Terms and Conditions.
F. Option Period: The Option may be exercised during the Option
Period which commences on the Grant Date and ends on the earlier of (a) the
fifth (5th) anniversary of the Grant Date; or (b) thirty (30) days after the
Optionee ceases to be an employee of the Company or any subsidiary and/or a
director of the Company for any reason other than death or disability or the
first (1st) anniversary of the Optionee's death or disability; provided that
the Option may be exercised as to no more than the vested Option Shares,
determined pursuant to the Vesting Schedule. Note that other restrictions to
exercising the Option described in the attached Terms and Conditions may
apply.
G. Vesting Schedule: The Option Shares are immediately vested
in their entirety.
IN WITNESS WHEREOF, the Company has executed and sealed this Award as
of the Grant Date set forth above.
ROBERT M. GOODFRIEND GOODY'S FAMILY CLOTHING, INC.
By: /s/Robert M. Goodfriend By: /s/Harry M. Call
----------------------- ----------------
Title: Chief Executive Officer Title: President
<PAGE>
TERMS AND CONDITIONS
TO THE
NON-QUALIFIED STOCK OPTION AWARD
PURSUANT TO GOODY'S FAMILY CLOTHING, INC.
1993 STOCK OPTION PLAN
1. Exercise of Option. Subject to the provisions provided
herein or in the Award made pursuant to the Goody's Family Clothing, Inc. 1993
Stock Option Plan:
(a) the Option may be exercised with respect to all or any
portion of the vested Option Shares at any time during the Option
Period by the delivery to the Company, at its principal place of
business, of (i) a written notice of exercise in substantially the
form attached hereto as Exhibit 1, which shall be actually delivered
to the Company no earlier than thirty (30) days and no later than ten
(10) days prior to the date upon which Optionee desires to exercise
all or any portion of the Option;
(b) payment to the Company of the Exercise Price multiplied
by the number of shares being purchased (the "Purchase Price") as
provided in Section 2; and
(c) payment of any tax withholding liability as provided in
Section 3.
Upon acceptance of such notice and receipt of payment in full of the Purchase
Price and any tax withholding liability, the Company shall cause to be issued
a certificate representing the Option Shares purchased.
2. Purchase Price. Payment of the Purchase Price for all
Option Shares purchased pursuant to the exercise of an Option shall be made
in cash or certified check or, alternatively, as follows:
(a) by delivery to the Company of a number of shares of
Common Stock which have been owned by the Optionee for at least six
(6) months prior to the date of the Option's exercise having a fair
market value, as determined under the Plan, on the date of exercise
either equal to the Purchase Price or in combination with cash or a
certified check to equal the Purchase Price; or
(b) by receipt of the Purchase Price in cash from a broker,
dealer or other "creditor" as defined by Regulation T issued by the
Board of Governors of the Federal Reserve System following delivery
by the Optionee to the Committee (as defined in the Plan) of
instructions in a form acceptable to the Committee regarding delivery
to such broker, dealer or other creditor of that number of Option
Shares with respect to which the Option is exercised.
3. Withholding. The Optionee must pay to the Company the full
amount of the federal, state and local tax withholding obligation arising from
the exercise of the Option.
(a) The tax withholding liability may be paid in cash or by
certified check, or, alternatively, as follows:
<PAGE>
(i) by the Optionee making a written election (a
"Withholding Election") on or prior to the date on which the amount
of tax required to be withheld is determined (the "Tax Date") to
reduce the number of Option Shares to be issued upon exercise by the
whole number of shares of Common Stock having a fair market value, as
determined under the Plan, equal to the amount of withholding tax; or
(ii) by the Optionee making a Withholding Election
and delivering to the Company before the Tax Date a whole number of
shares of Common Stock that the Optionee has owned for at least six
(6) months having a fair market value equal to the amount of
withholding tax.
(b) A Withholding Election must be made substantially in the
form attached as Exhibit 2 and may be made only if:
(i) the Optionee delivers to the Company a
completed written Withholding Election no later than on the Tax Date;
(ii) the Withholding Election is irrevocable and,
where applicable, satisfies the requirements of the exemption
provided under Rule 16b-3 of the Securities Exchange Act of 1934; and
(iii) the Optionee delivers to the Company the
Withholding Election on a date determined by the Committee (i.e., at
least six (6) months prior to the Tax Date or prior to the Tax Date
and in any ten-day period beginning on the third day following the
release of the Company's quarterly or annual summary statement of
sales and earnings), if the Optionee is considered by the Committee
to be subject to Section 16 of the Securities Exchange Act of 1934.
The Committee may give no effect to any Withholding
Election.
4. Rights as Shareholder. Until the stock certificates reflecting the
Option Shares accruing to the Optionee upon exercise of the Option are issued
to the Optionee, the Optionee shall have no rights as a shareholder with
respect to such Option Shares. The Company shall make no adjustment for any
dividends or distributions or other rights on or with respect to Option Shares
for which the record date is prior to the issuance of that stock certificate,
except as the Plan or this Award otherwise provides.
<PAGE>
5. Restriction on Transfer of Option and of Option Shares. The Option
evidenced hereby is nontransferable other than by will or the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionee
only by the Optionee (or in the event of his disability, by his personal
representative) and after his death, only by his legatee or the executor of
his estate.
6. Changes in Capitalization.
(a) Except as provided in Subsection (b) below, if the
number of shares of Common Stock shall be increased or decreased by a
stock split or the payment of a stock dividend, a subdivision or
combination involving the Common Stock, a reclassification or a
merger or consolidation involving the Common Stock, an appropriate
adjustment shall be made by the Committee, in a manner determined in
its sole discretion, in the number and kind of Option Shares and in
the Exercise Price. Any adjustment may provide for the elimination of
any fractional share that would otherwise become subject to the
Option.
(b) In the event of a Sale of the Company (as defined in the
Plan) in which the purchaser of the Company does not agree to the
assumption of the Option, provisions shall be made to cause the
Option to become exercisable prior to the Sale of the Company and to
terminate upon the consummation of the Sale of the Company.
(c) The existence of the Plan and this Award shall not
affect in any way the right or power of the Company to make or
authorize any adjustment, reclassification, reorganization or other
change in its capital or business structure, or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of
its business or assets.
7. Special Limitation on Exercise. No purported exercise of the
Option shall be effective without the approval of the Committee, which may be
withheld to the extent that the exercise, either individually or in the
aggregate together with the exercise of other previously exercised stock
options and/or offers and sales pursuant to any prior or contemplated offering
of securities, would, in the sole and absolute judgment of the Committee,
require the filing of a registration statement with the United States
Securities and Exchange Commission or with the securities commission of any
state. If a registration statement is not in effect under the Securities Act
of 1933 or any applicable state securities law with respect to shares of
Common Stock purchasable or otherwise deliverable under the Option, the
Optionee (a) shall deliver to the Company, prior to the exercise of the Option
or as a condition to the delivery of Common Stock pursuant to the exercise of
an Option exercise, such information, representations and warranties as the
Company may reasonably request in order for the Company to be able to satisfy
itself that the Option Shares are being acquired in accordance with the terms
of an applicable exemption from the securities registration requirements of
applicable federal and state securities laws and (b) shall agree that the
shares of Common Stock so acquired will not be disposed of except pursuant to
an effective registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities law.
<PAGE>
8. Legend on Stock Certificates. Certificates evidencing the Option
Shares, to the extent appropriate at the time, shall have noted conspicuously
on the certificates a legend intended to give all persons full notice of the
existence of the conditions, restrictions, rights and obligations set forth in
this Award and in the Plan.
9. Governing Laws. This Award and the Terms and Conditions shall be
construed, administered and enforced according to the laws of the State of
Tennessee.
10. Successors. This Award and the Terms and Conditions shall be
binding upon and inure to the benefit of the heirs, legal representatives,
successors and permitted assigns of the Optionee and the Company.
11. Notice. Except as otherwise specified herein, all notices and
other communications under this Award shall be in writing and shall be deemed
to have been given if personally delivered or if sent by registered or
certified United States mail, return receipt requested, postage prepaid,
addressed to the proposed recipient at the last known address of the
recipient. Any party may designate any other address to which notices shall be
sent by giving notice of the address to the other parties in the same manner
as provided herein.
12. Severability. In the event that any one or more of the provisions
or portion thereof contained in the Award and these Terms and Conditions shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
the same shall not invalidate or otherwise affect any other provisions of the
Award and these Terms and Conditions, and the Award and these Terms and
Conditions shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.
13. Entire Agreement. Subject to the terms and conditions of the
Plan, the Award and the Terms and Conditions express the entire understanding
of the parties with respect to the Option.
14. Violation. Any transfer, pledge, sale, assignment, or
hypothecation of the Option or any portion thereof shall be a violation of the
terms of the Award or these Terms and Conditions and shall be void and without
effect.
15. Headings and Capitalized Terms. Section headings used herein
are for convenience of reference only and shall not be considered in
construing the Award or these Terms and Conditions.
16. Specific Performance. In the event of any actual or threatened
default in, or breach of, any of the terms, conditions and provisions of the
Award and these Terms and Conditions, the party or parties who are thereby
aggrieved shall have the right to specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.
17. No Right to Continued Employment. Neither the establishment
of the Plan nor the award of Option Shares hereunder shall be construed as
giving the Optionee the right to continued
<PAGE>
employment with the Company or any subsidiary or, where applicable, to be
retained as a member of the Board of Directors of the Company.
<PAGE>
NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
GOODY'S FAMILY CLOTHING, INC.
Name:
Address:
Goody's Family Clothing, Inc.
400 Goody's Lane
P. O. Box 22000
Knoxville, Tennessee 37933-2000
Attn: Assistant Corporate Secretary
Re: Exercise of Non-Qualified Stock Option
Dear :
Subject to acceptance hereof by Goody's Family Clothing, Inc. (the
"Company") pursuant to the provisions of the Goody's Family Clothing, Inc.
1993 Stock Option Plan (the "Plan") I hereby give notice of my election to
exercise options granted to me to purchase ______ shares of Common Stock of
the Company under the Non-Qualified Stock Option Award (the "Award") dated as
of _______________. The purchase shall take place as of ____________ (the
"Exercise Date").
On or before the Exercise Date, I will pay the applicable purchase
price as follows:
[ ] by delivery of cash or a certified check for
$________ for the full purchase price payable to the
order of Goody's Family Clothing, Inc.
[ ] by delivery of cash or a certified check for
$___________ representing a portion of the purchase
price with the balance to consist of shares of
Common Stock that I have owned for at least six
months and that are represented by a stock
certificate I will surrender to the Company with
my endorsement. If the number of shares of Common
Stock represented by such stock certificate exceed
the number to be applied against the purchase price,
I understand that a new stock certificate will be
issued to me reflecting the excess number of
shares.
[ ] by delivery of a stock certificate representing
shares of Common Stock that I have owned for at
least six months which I will surrender to the
Company with my
Page 1 of 4
<PAGE>
endorsement as payment of the purchase price. If the
number of shares of Common Stock represented by such
certificate exceed the number to be applied against
the purchase price, I understand that a new
certificate will be issued to me reflecting the
excess number of shares.
[ ] by delivery of the purchase price by ______________,
a broker, dealer or other "creditor" as defined by
Regulation T issued by the Board of Governors of the
Federal Reserve System. I hereby authorize the
Company to issue a stock certificate for the number
of shares indicated above in the name of said broker,
dealer or other creditor or its nominee pursuant to
instructions received by the Company and to deliver
said stock certificate directly to that broker,
dealer or other creditor (or to such other party
specified in the instructions received by the
Company from the broker, dealer or other creditor)
upon receipt of the purchase price.
The required federal, state and local income tax withholding
obligations, if any, on the exercise of the Award shall also be paid on or
before the Exercise Date in the manner provided in the Withholding Election
previously tendered or to be tendered to the Company no later than the
Exercise Date.
As soon as the stock certificate is registered in my name, please
deliver it to me at the above address.
If the Common Stock being acquired is not registered for issuance to
and resale by the Optionee pursuant to an effective registration statement on
Form S-8 (or successor form) filed under the Securities Act of 1933, as
amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree
with the Company as follows:
The shares of the Common Stock being acquired by me will be
acquired for my own account without the participation of any other
person, with the intent of holding the Common Stock for investment
and without the intent of participating, directly or indirectly, in a
distribution of the Common Stock and not with a view to, or for
resale in connection with, any distribution of the Common Stock, nor
am I aware of the existence of any distribution of the Common Stock;
I am not acquiring the Common Stock based upon any
representation, oral or written, by any person with respect to the
future value of, or income from, the Common Stock but rather upon an
independent examination and judgment as to the prospects of the
Company;
The Common Stock was not offered to me by means of publicly
disseminated advertisements or sales literature, nor am I aware of
any offers made to other persons by such means;
Page 2 of 4
<PAGE>
I am able to bear the economic risks of the investment in
the Common Stock, including the risk of a complete loss of my
investment therein;
I understand and agree that the Common Stock will be issued
and sold to me without registration under any state law relating to
the registration of securities for sale, and will be issued and sold
in reliance on the exemptions from registration under the 1933 Act,
provided by Sections 3(b) and/or 4(2) thereof and the rules and
regulations promulgated thereunder;
The Common Stock cannot be offered for sale, sold or
transferred by me other than pursuant to: (A) an effective
registration under the 1933 Act or in a transaction otherwise in
compliance with the 1933 Act; and (B) evidence satisfactory to the
Company of compliance with the applicable securities laws of other
jurisdictions. The Company shall be entitled to rely upon an opinion
of counsel satisfactory to it with respect to compliance with the
above laws;
The Company will be under no obligation to register the
Common Stock or to comply with any exemption available for sale of
the Common Stock without registration or filing, and the information
or conditions necessary to permit routine sales of securities of the
Company under Rule 144 under the 1933 Act are not now available and
no assurance has been given that it or they will become available.
The Company is under no obligation to act in any manner so as to make
Rule 144 available with respect to the Common Stock;
I have and have had complete access to and the opportunity
to review and make copies of all material documents related to the
business of the Company, including, but not limited to, contracts,
financial statements, tax returns, leases, deeds and other books and
records. I have examined such of these documents as I wished and am
familiar with the business and affairs of the Company. I realize that
the purchase of the Common Stock is a speculative investment and that
any possible profit therefrom is uncertain;
I have had the opportunity to ask questions of and receive
answers from the Company and any person acting on its behalf and to
obtain all material information reasonably available with respect to
the Company and its affairs. I have received all information and data
with respect to the Company which I have requested and which I have
deemed relevant in connection with the evaluation of the merits and
risks of my investment in the Company;
I have such knowledge and experience in financial and
business matters that I am capable of evaluating the merits and risks
of the purchase of the Common Stock hereunder and I am able to bear
the economic risk of such purchase; and
The agreements, representations, warranties and covenants
made by me herein extend to and apply to all of the Common Stock of
the Company issued to me pursuant to this Award. Acceptance by me of
the certificate representing such Common Stock shall constitute a
confirmation by me that all such agreements, representations,
warranties and covenants made herein shall be true and correct at
that time.
Page 3 of 4
<PAGE>
I understand that the certificates representing the shares being
purchased by me in accordance with this notice shall bear a legend referring
to the foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates
being acquired by me in accordance with this notice.
Very truly yours,
AGREED TO AND ACCEPTED:
GOODY'S FAMILY CLOTHING, INC.
By:
Title:
Number of Shares
Exercised: ________
Number of Shares
Remaining: ________ Date:
Page 4 of 4
<PAGE>
EXHIBIT 2
NOTICE OF WITHHOLDING ELECTION
GOODY'S FAMILY CLOTHING, INC.
TO: Corporate Secretary, Goody's Family Clothing, Inc.
FROM:
RE: Withholding Election
This election relates to the option identified in Paragraph 3 below. I hereby
certify that:
(1) My correct name and social security number and my current address
are set forth at the end of this document.
(2) I am (check one, whichever is applicable).
[ ] the original recipient of the option.
[ ] the legal representative of the estate of the
original recipient of the option.
[ ] a legatee of the original recipient of the option.
[ ] the legal guardian of the original recipient of the
option.
(3) The option to which this election relates was issued under the
Goody's Family Clothing, Inc. _______ shares of Common Stock.
This election relates to ______ shares of Common Stock issuable
upon exercise of the option, provided that the numbers set forth
above shall be deemed changed as appropriate to reflect the
applicable Plan provisions.
(4) In connection with any exercise of the Option, I hereby elect:
[ ] to have the amount of the applicable taxes withheld
from the proceeds from the sale of the shares by
Morgan Keegan and paid to the Company.
[ ] to have certain of the shares issuable pursuant to
the exercise withheld by the Company for the purpose
of having the value of the shares applied to pay
federal, state, and local, if any, taxes arising from
the exercise;
[ ] to tender shares of Common Stock held by me for a
period of at least six (6) months prior to the
exercise of the option for the purpose of having the
value of the shares applied to pay such taxes.
[ ] to have the amount of the tax withholding obligation
delivered by ________________________________, a
broker, dealer or other "creditor"
Page 1 of 3
<PAGE>
as defined by Regulation T issued by the Board of
Governors of the Federal Reserve System. I hereby
authorize the Company to issue a stock certificate in
number of shares indicated above in the name of said
broker, dealer or other creditor or its nominee
pursuant to instructions received by the Company and
to deliver said stock certificate directly to that
broker, dealer or other creditor (or to such other
party specified in the instructions received by the
Company from the broker, dealer or other creditor)
upon receipt of the withholding obligation.
The shares to be withheld or tendered, as applicable,
shall have, as of the Tax Date applicable to the
exercise, a fair market value equal to the minimum
statutory tax withholding requirement under federal,
state, and local law in connection with the exercise.
(5) This Withholding Election is made no later than the Tax Date and
is otherwise timely made pursuant to the Plan.
(6) I understand that this Withholding Election may not be revised,
amended or revoked by me (except in a manner that satisfies, if
applicable, the requirements of the exemption provided under Rule
16b-3 of the Securities Exchange Act of 1934).
(7) I further understand that the Company shall withhold from the
Common Stock a whole number of shares of Common Stock having the
value specified in Paragraph 4 above, as applicable.
(8) The Plan has been made available to me by the Company. I have
read and understand the Plan and I have no reason to believe that
any of the conditions to the making of this Withholding Election
have not been met.
Page 2 of 3
<PAGE>
(9) Capitalized terms used in this Notice of Withholding Election
without definition shall have the meanings given to them in the
Plan.
Dated: __________________________ -----------------------------
Signature
-----------------------------
Name (Printed)
-----------------------------
Social Security Number
-----------------------------
Address
Page 3 of 3
