GF Acquisition Corp. Extends Goody’s Buy-Out Offer

GF Acquisition Corp. is extending its offer to purchase all outstanding shares of common stock of Goody's Family Clothing, Inc. until 8:00 a.m., New York City time, on Tuesday, December 27, 2005. The offer had previously been scheduled to expire on December 12, 2005.

According to ComputerShare Shareholder Services, Inc., the depositary for the offer, as of 5:00 p.m., New York City time, on December 12, 2005, 26,301,612 shares of common stock of Goody's Family Clothing, or approximately 79.26% of the 33,183,836 shares issued and outstanding, had been validly tendered and not withdrawn pursuant to the offer (including shares tendered via guarantee of delivery). The 26,301,612 tendered shares exclude the 2,080,100 shares beneficially owned by Prentice Capital Management, LP.

GF Acquisition Corp. also announced it has amended the terms of its offer to reflect the temporary injunction issued on December 9, 2005 by the Chancery Court for Knox County, Tennessee. Such injunction directed that $1,000,000 of the tender offer proceeds be withheld from payment to Goody's shareholders, pending determination at a later hearing of the amount of attorneys' fees, if any, that plaintiffs' counsel are entitled to receive in connection with the previously announced shareholder litigation brought against Goody's and certain other defendants.

As a result of this injunction, the $9.60 per share offer price to be paid to Goody's' shareholders in the offer and merger will be reduced by approximately $0.03 per share, pending such later determination. If, following the later hearing, less than $1,000,000 in attorneys' fees are awarded to plaintiffs' counsel, an additional payment to Goody's' shareholders and optionholders will be made in an amount per share (including options to acquire Goody's' shares with an exercise price of less than $9.60 per share) equal to the difference between $1,000,000 and the amount of attorneys' fees so awarded divided by the number of Goody's' shares outstanding plus the number of shares issuable upon exercise of options with an exercise price of less than $9.60 per share.