sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOX & HOUND RESTAURANT GROUP
(Name of Subject Company)
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F&H ACQUISITION CORP.
NEWCASTLE PARTNERS, L.P.
STEEL PARTNERS II, L.P.
(Names of Filing Persons--Offeror)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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351321104
(Cusip Number of Class of Securities)
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MARK E. SCHWARZ
MANAGING MEMBER
NEWCASTLE PARTNERS, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
(214) 661-7474
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
PRESS RELEASE
CONTACT:
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Daniel H. Burch
Jeanne M. Carr
MacKenzie Partners, Inc.
(800) 322-2885
FOR IMMEDIATE RELEASE:
----------------------
F&H ACQUISITION CORP. TO LAUNCH CASH TENDER OFFER
FOR FOX & HOUND RESTAURANT GROUP FOR $14.75 PER SHARE
OFFER TOPS PREVIOUS $14.00 PROPOSAL ANNOUNCED BY THE COMPANY
DALLAS, TX - DECEMBER 12, 2005 -- F&H Acquisition Corp., an entity
owned by Newcastle Partners, L.P. ("Newcastle") and Steel Partners II, L.P.
("Steel"), today announced that it will commence a cash tender offer to purchase
all of the outstanding shares of common stock of Fox & Hound Restaurant Group
(Nasdaq:FOXX) not already owned by it for $14.75 per share.
The tender offer will be subject to customary conditions, including (i)
a majority of Fox & Hound's shares on a fully diluted basis being tendered and
not withdrawn, (ii) expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the obtaining of all
consents, approvals or authorizations required by all state, city or local
liquor licensing boards, agencies or other similar entities and (iv) Newcastle
and Steel being satisfied that Section 203 of the Delaware General Corporation
Law is inapplicable to the Offer to Purchase and the potential merger
thereafter. The offer will not be subject to or conditioned upon any financing
arrangements. Newcastle and Steel expect to commence the tender offer on or
before December 23, 2005.
In connection with announcing the tender offer, F&H Acquisition Corp.
has sent a letter to Fox & Hound expressing its willingness to offer to acquire
Fox & Hound, through an appropriate acquisition entity by merger, subject to
customary conditions, for $14.75 per share in cash. The letter is attached and
included as part of this press release.
"We believe our all cash offer is clearly superior to the $14.00
proposal made in the LLCP Letter, as it will provide stockholders with immediate
liquidity at a premium to market and an immediate opportunity to maximize their
investment in Fox & Hound," said Mark E. Schwarz, President and CEO of F&H
Acquisition Corp. "We hope that Fox & Hound management will support our offer."
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE
OFFER TO BUY FOX & HOUND'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER
TO PURCHASE AND RELATED MATERIALS THAT F&H ACQUISITION CORP. INTENDS TO FILE ON
OR BEFORE DECEMBER 23, 2005. STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND
RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM F&H ACQUISITION CORP.
Any forward-looking statements contained in this release are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are inherently subject to a
variety of risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, among
others: the willingness of Fox & Hound stockholders to tender their shares in
the tender offer and the number and timing of shares tendered; the receipt of
third party consents to the extent required for the acquisition; and
satisfaction of the various closing conditions. Other important factors that
could cause actual results to differ materially are included but are not limited
to those listed in Fox & Hound's periodic reports and registration statements
filed with the Securities and Exchange Commission. F&H Acquisition Corp.
undertakes no obligation to update information contained in this release.
LETTER TO SPECIAL COMMITTEE
December 12, 2005
VIA FACSIMILE AND FEDERAL EXPRESS
Special Committee of the Board of Directors
Fox & Hound Restaurant Group
1551 North Waterfront Parkway
Suite 310
Wichita, Kansas 67206
Gentlemen:
Newcastle Partners, L.P. ("Newcastle"), which is the beneficial owner
of 836,049 shares of common stock of Fox & Hound Restaurant Group ("Fox &
Hound"), constituting in excess of 8.3% of its currently issued and outstanding
common stock, and Steel Partners II, L.P. ("Steel") believe that the letter of
intent, dated October 4, 2005, executed by Fox & Hound with Levine Leichtman
Capital Partners (the "LLCP Letter") for the acquisition of Fox & Hound's
outstanding common stock, was not and is not in the best interests of Fox &
Hound's stockholders. Accordingly, F&H Acquisition Corp., a Delaware corporation
jointly owned by Newcastle and Steel, has announced its intention to commence a
tender offer, subject to certain conditions, to acquire all of the outstanding
shares of Fox & Hound at a price of $14.75 per share in cash. F&H Acquisition
Corp. believes that it would be in the best interest of Fox & Hound stockholders
to enter into a negotiated and definitive tender offer/merger agreement as soon
as possible. F&H Acquisition Corp. would also cash-out outstanding in-the-money
options and warrants at this price. F&H Acquisition Corp. believes our offer
could result in the payment of the breakup fee of approximately $.50 per share
contained in the LLCP Letter.
F&H Acquisition Corp. proposes that this transaction be accomplished
through a definitive tender offer/merger agreement on the same terms as our
tender offer. Please note that our offer would not be subject to financing.
Newcastle and Steel would provide F&H Acquisition Corp. with the funds from
their cash on hand to purchase Fox & Hound's equity. We believe this all-cash
offer is clearly superior to the $14.00 proposal made in the LLCP Letter as it
will provide stockholders and optionholders with immediate liquidity at a
premium to market and an immediate opportunity to maximize their investment in
Fox & Hound.
F&H Acquisition Corp. desires to retain existing Fox & Hound personnel
including senior management. F&H Acquisition Corp. is prepared to negotiate
appropriate employment agreements as part of the negotiation of a definitive
tender offer/merger agreement.
Our proposal, however, would be conditioned upon obtaining agreed upon
consents and approvals, including approval of the Board of Directors, waiver of
any other anti-takeover provisions, any approvals required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, consents, approvals or
authorizations required by all state, city or local liquor licensing boards,
agencies or other similar entities, termination of the LLCP Letter and certain
other customary conditions, including no material adverse change in Fox &
Hound's business from what has been publicly disclosed. Please note that F&H
Acquisition Corp. will commence a tender offer by no later than December 23,
2005 if the parties cannot negotiate a definitive tender offer/merger agreement.
We stand ready to meet with the Board of Directors and its
representatives as soon as possible. Please contact the undersigned, Mark
Schwarz, at (214) 661-7474 or our counsel Steve Wolosky, Esq. of Olshan Grundman
Frome Rosenzweig & Wolosky LLP at (212) 451-2333 to discuss any questions the
Board might have.
Very truly yours,
F&H ACQUISITION CORP.
By: /s/ Mark E. Schwarz
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Name: Mark E. Schwarz
Title: President and Chief Executive
Officer
NEWCASTLE PARTNERS, L.P.
By: Newcastle Capital Management, L.P.
its General Partner
By: Newcastle Capital Group, L.L.C.
its General Partner
By: /s/ Mark E. Schwarz
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Name: Mark E. Schwarz
Title: Managing Member
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
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Name: Warren G. Lichtenstein
Title: Managing Member
cc: Fox & Hound Board of Directors