UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5 19, 2013

GOOD SAM ENTERPRISES, LLC

(Exact name of company as specified in its charter)

Delaware	000-22852	13-3377709
(State of incorporation)	Commission File Number	(IRS Employer
		Identification No.)

250 Parkway Drive, Suite 270
Lincolnshire, IL 60069		(847) 229-6720
(Address of executive offices)		(Registrant’s telephone
		number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instructions A.2. below)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13d-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On ~~October 29~~November 19, 2013, Good Sam Enterprises, LLC (the “Company”) announced ~~that an intermediate parent, CWGS Group, LLC, a Delaware limited liability company (~~the ~~“CWGS”),~~initial ~~which~~results ~~also~~for ~~owns the outstanding equity interests of~~ its ~~affiliate~~previously ~~FreedomRoads~~announced ~~Holding~~cash Company, LLC that operates RV dealerships throughout the United States, is seeking commitments for a privately arranged senior secured financing (the “Refinancing”). As part of the Refinancing, on November 5, 2013 the Company launched a tender offer (the “Tender Offer”), to purchase ~~for cash~~ any and all of heits ~~Company’s~~ outstanding 11.550% ~~senior~~Senior ~~secured~~Secured ~~notes~~Notes due 2016 (the “~~Senior Secured~~ Notes”),. ~~subject~~Approximately to$213.6 ~~the~~million ~~consummation~~aggregate principal amount of the ~~Refinancing~~Notes onwere ~~terms~~validly ~~satisfactory~~tendered toand ~~the~~not ~~Company~~validly ~~and~~withdrawn ~~CWGS~~prior to 5:00 p. ~~The~~m., ~~complete~~Eastern ~~terms~~Standard ~~and~~Time ~~conditions~~(EST), ofon November 19, 2013 (the “Early Tender ~~Offer~~Deadline”). Payment ~~are~~for ~~set~~Notes ~~forth~~validly intendered anand ~~Offer~~not tovalidly ~~Purchase~~withdrawn ~~sent~~on toor ~~holders~~prior ofto the ~~Senior~~Early ~~Secured~~Tender ~~Notes. Holders~~Deadline ~~are~~is ~~urged~~expected to ~~read~~be ~~this~~made ~~document~~on ~~carefully~~or ~~before~~about ~~making~~November ~~any~~20, ~~decision~~2013, ~~with~~subject ~~respect~~ to satisfaction of the conditions of the Tender Offer.

Substantially concurrently with the closing of the Company’s previously announced debt financing, the Company intends to irrevocably call for redemption on or about December 20, 2013 all of the Notes that were not tendered pursuant to the Tender Offer, at the redemption price of $1,086.25 for every $1,000 principal amount of Notes redeemed plus accrued and unpaid interest to, but not including, the date of redemption. Prior to the completion of the redemption, the Company will satisfy and discharge the indenture governing the Notes by depositing the redemption price and accrued interest to, but not including, the redemption date in trust in accordance with the satisfaction and discharge provisions of the indenture. Following the redemption, no principal amount of Notes will remain outstanding.

The information contained in this filing is neither an offer to sell nor the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01: Financial Statements and Exhibits.

a. Financial Statements: N/A

b. Pro forma financial statements: N/A

c. Shell company transactions: N/A

d. Exhibits:

Description of Exhibit		Exhibit No.
Press Release dated November 5, 2013 announcing Cash Tender Offer for 11.50% Senior Secured Notes due 2016		10.1
Press Release		99.1
Letter of Transmittal To Tender in Respect of Any and All 11.50% Senior Secured Notes due 2016		10.2
Offer to Purchase for Cash Any and All of Its Outstanding 11.50% Senior Secured Notes due 2016		10.3

SIGNATURES

	GOOD SAM ENTERPRISES, LLC
	(Company)
Date: November 5, 2013	/s/ Thomas F. Wolfe
Date: November 20, 2013	/s/ Thomas F. Wolfe
	Thomas F. Wolfe
	Executive Vice President
	and Chief Financial Officer

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