GDYS Goodys Family Clothing (MM)

NEW YORK and KNOXVILLE, Tenn., Jan. 27 /PRNewswire-FirstCall/ -- Goody's Holdings, Inc. and Goody's Family Clothing, Inc. (NASDAQ:GDYS) announced today that, in accordance with the terms of the Acquisition Agreement and Agreement and Plan of Merger, dated as of October 27, 2005, among Goody's, Goody's Holdings, Inc. and GF Acquisition Corp., a short-form merger of GF Acquisition with and into Goody's, with Goody's continuing as the surviving corporation in the merger, was completed on January 27, 2006. As a result of the merger, each remaining outstanding share of Goody's common stock (other than shares held by GF Acquisition Corp. and its affiliates) was converted into the right to receive $9.60 per share, in cash, without interest. The Company has requested that NASDAQ delist Goody's Family Clothing, Inc. as of the close of business today. Goody's also announced that, in connection with the consummation of the merger, Samuel J. Furrow, Irwin L. Lowenstein and Robert F Koppel, the remaining independent directors, have resigned their positions as directors of the Company. As previously reported, Isaac Dabah, a principal of GMM Capital and a director of Goody's, will serve as the chairman of the board. The other continuing members of the board of directors are Michael Zimmerman, Itzhak Weinstock and Gina Milanese. Goody's, headquartered in Knoxville, Tennessee, is a retailer of moderately priced family apparel, and with the temporary closure of one store due to hurricane damage, currently operates 381 stores in the 21 states of Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia and West Virginia. Goody's Holdings, Inc. and its wholly owned subsidiary, GF Acquisition Corp., were formed for the purpose of entering into a business combination transaction with Goody's and have not carried on any activities other than in connection with the tender offer. Goody's Holdings, Inc. is a privately held company owned by GMM Capital LLC and PGDYS LLC. Prentice Capital Management, LP is the managing member of PGDYS LLC. This press release contains certain forward-looking statements which are based upon current expectations and these statements involve material risks and uncertainties. Readers are cautioned that any such forward-looking statement is not a guarantee of future results and involves risks and uncertainties, and that actual results and outcomes may differ materially from those projected in the forward-looking statements. Goody's does not undertake to publicly update or revise its forward-looking statements even if future changes make it clear that any projected results or outcomes expressed or implied therein will not be realized. First Call Analyst: FCMN Contact: DATASOURCE: Goody's Family Clothing, Inc. CONTACT: Edward R. Carlin, Chief Financial Officer of Goody's Family Clothing, Inc., +1-865-966-2000, or Edward McCarthy of D.F. King & Co., +1-212-493-6952

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