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:
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F&H ACQUISITION CORP. REVISES OFFER PRICE TO $14.50 PER SHARE
FOR FOX & HOUND RESTAURANT GROUP
DALLAS, TX - DECEMBER 19, 2005 -- F&H Acquisition Corp., today
announced that as a result of its due diligence review of information provided
to it by Fox & Hound Restaurant Group (Nasdaq:FOXX) it has revised the purchase
price per share of the cash tender offer it has previously announced that it
intends to commence to purchase all of the outstanding shares of common stock of
Fox & Hound Restaurant Group not owned by it for $14.75 per share to $14.50 per
share. In addition, F&H Acquisition Corp. announced today that it has entered
into discussions with Fox & Hound on the terms of a tender offer/merger
agreement. There can be no assurance that these negotiations will lead to the
execution of a definitive merger agreement with Fox & Hound.
The tender offer will still 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) F&H Acquisition Corp. 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. expects to commence the
tender offer on or before December 23, 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 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.