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.
NPSP 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)
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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:
Dan Sullivan 212-929-5940
Daniel H. Burch 212-929-5748
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
F&H ACQUISITION CORP. ANNOUNCES INCREASE IN TENDER OFFER
PRICE TO $15.50 PER SHARE IN CASH
F&H ACQUISITION CORP. NOW PLANS TO COMMENCE CASH TENDER
OFFER ON OR BEFORE JANUARY 6, 2006
DALLAS, TX - DECEMBER 28, 2005 -- F&H Acquisition Corp., an entity owned by
Newcastle Partners, L.P. and Steel Partners II, L.P., today announced that it
has increased the tender offer price to $15.50 per share for its cash tender
offer to acquire all of the outstanding shares of common stock of Fox & Hound
Restaurant Group (Nasdaq:FOXX) not already owned by it. All other terms and
conditions of the cash tender offer remain unchanged except F&H Acquisition
Corp. now intends to commence the cash tender offer on or before January 6,
2006.
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.
F&H Acquisition Corp. has delivered to Fox & Hound an amendment to the
fully negotiated merger agreement which is being held in escrow pursuant to a
letter agreement with Fox & Hound. Fox & Hound has agreed to execute and deliver
a fully negotiated merger agreement before January 13, 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.
- more -
F&H Acquisition
Page 2
December 28, 2005
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 JANUARY 6, 2006. 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. BY CONTACTING MACKENZIE PARTNERS, INC.
TOLL-FREE AT 1-800-322-2885 OR COLLECT AT 1-212-929-5500 OR VIA EMAIL AT
PROXY@MACKENZIEPARTNERS.COM.
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