Frederick''s Of Hollywood Group (fka FOHL)

[detearing]

Two big holders of FOHL own 69.4% of the Commons! Buyout price could rise significantly...imo. We shall see...

Form 8K

Item 8.01 Other Events.



On September 30, 2013, Frederick’s of Hollywood Group Inc. ( “Company”) issued a press release announcing the receipt on September 26, 2013 of a non-binding proposal letter from HGI Funding LLC (“HGI Funding”), TTG Apparel, LLC (“TTG Apparel”), Tokarz Investments, LLC (“Tokarz Investments”), Fursa Alternative Strategies LLC (“Fursa”), and Arsenal Group LLC (“Arsenal”) (the “Consortium Members”), pursuant to which the Consortium Members proposed to acquire all of the outstanding shares of common stock of the Company not currently owned by them at a proposed price of $0.23 per share as part of a going private transaction, subject to certain conditions. The proposal represents a 26% premium to the then trailing ten day average closing price of the Company’s common stock.



HGI Funding is an affiliate of Five Island Asset Management, LLC and the current holder of the Company’s Series B Convertible Preferred Stock; TTG Apparel is the holder of the Company’s Series A Convertible Preferred Stock, and together with Tokarz Investments, own approximately 25.9% of the outstanding shares of the Company’s common stock; and Fursa and Arsenal are controlled by William F. Harley, a director of the Company, and own, in the aggregate, approximately 43.5% of the outstanding shares of the Company’s common stock as of September 26, 2013.



The Company’s Board of Directors has appointed Milton Walters, its sole disinterested independent director, to serve as the lead director in connection with the full Board’s review and consideration of the proposed transaction. Any proposed transaction must be approved by the lead director.



The Board of Directors cautions the Company’s shareholders and others considering trading in its securities that the Board of Directors has just received the non-binding proposal from the Consortium Members and that no decisions have been made by the Board of Directors with respect to the Company’s response to the proposal or the fairness of its terms. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The press release is attached as Exhibit 99.1 to this report on Form 8-K.