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
________________________
FOX & HOUND RESTAURANT GROUP
(Name of Subject Company)
________________________
F&H ACQUISITION CORP.
NEWCASTLE PARTNERS, L.P.
STEEL PARTNERS II, L.P.
(Names of Filing Persons—Offeror)
____________________________________
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
______________________
351321104
(CUSIP Number of Class of Securities)
________________________
MARK E. SCHWARZ
MANAGING MEMBER
NEWCASTLE PARTNERS, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
(214) 661-7474
(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
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. |
| ||
|
|
o |
issuer tender offer subject to Rule 13e-4. |
| ||
|
|
o |
going-private transaction subject to Rule 13e-3. |
| ||
|
|
o |
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. |
o |
F&H Acquisition Corp. has signed and delivered in escrow a definitive tender offer/merger agreement (the “Merger Agreement”) to acquire all of the outstanding shares of common stock of Fox & Hound Restaurant Group (“Fox & Hound”) not already owned by it for $14.50 per share. The Merger Agreement is being held in escrow pursuant to a letter agreement (the “Escrow Letter”) with Fox & Hound. Pursuant to the Escrow Letter, Fox & Hound has agreed to execute and deliver the Merger Agreement before January 6, 2006, unless prior to such time Fox & Hound’s Board of Directors has determined that the proposal contemplated by the Merger Agreement no longer constitutes a superior offer or Fox & Hound gives notice to F&H Acquisition Corp. that Fox & Hound is unable to make the representations and warranties or perform its obligations under the Merger Agreement.