CUSIP No. 086516101
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Richard M. Schulze, individually and as trustee of the 2008 Schulze Family Term Trust No. 1, the 2008 Schulze Family Term Trust No. 2, the Richard M. Schulze Grantor Retained Annuity Trust IV, the Richard M. Schulze Grantor Retained Annuity Trust V, the Richard M. Schulze Revocable Trust, and the Richard M. Schulze 2012 Term Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (See Instructions)
PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
63,393,685*
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||
8
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SHARED VOTING POWER
3,021,572*
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|||
9
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SOLE DISPOSITIVE POWER
63,393,685*
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|||
10
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SHARED DISPOSITIVE POWER
3,021,572*
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,415,257*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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x*
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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*
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Includes options to purchase 30,000 shares, exercisable within 60 days. Excludes (a) 4,476,067 shares held in trusts for the benefit of Mr. Schulze’s spouse, Mr. Schulze’s children, and the children of Mr. Schulze’s spouse, and (b) 183,726 shares in the Sandra J. Schulze Revocable Trust, in each case to which Mr. Schulze disclaims beneficial as ownership.
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**
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The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012.
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CUSIP No. 086516101
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Olympus Investments Limited Partnership A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (See Instructions)
PF, OO
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
31,672
|
|||
9
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SOLE DISPOSITIVE POWER
0
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|||
10
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SHARED DISPOSITIVE POWER
31,672
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,672
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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**
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The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012
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CUSIP No. 086516101
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Page 4 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Olympus Investments Limited Partnership B
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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||
3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS (See Instructions)
PF, OO
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
950,169
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|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
950,169
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,169
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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**
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The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012
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CUSIP No. 086516101
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Page 5 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Olympus Investments Limited Partnership C
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS (See Instructions)
PF, OO
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
252,312
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|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
252,312
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,312
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%**
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|||
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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**
|
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012
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CUSIP No. 086516101
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Page 6 of 10 Pages
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1
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NAME OF REPORTING PERSONS
RMSJS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
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||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS (See Instructions)
PF, OO
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
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||
8
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SHARED VOTING POWER
283,984
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|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
283,984
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,984
|
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%**
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|||
14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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**
|
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012
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CUSIP No. 086516101
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Page 7 of 10 Pages
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1
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NAME OF REPORTING PERSONS
The Richard M. Schulze Family Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
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||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS (See Instructions)
PF, OO
|
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
1,787,419
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
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SHARED DISPOSITIVE POWER
1,787,419
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,787,419
|
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%**
|
|||
14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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**
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The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012
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Item 1.
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Security and Issuer.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Company.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit A:
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Joint Filing Agreement, dated June 7, 2012, among the Reporting Persons (incorporated by reference to Exhibit 99.A to Amendment No. 1 filed with the SEC on June 7, 2012)
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Exhibit J:
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Letter Agreement, by and between Richard M. Schulze and Best Buy Co., Inc., dated December 14, 2012
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Exhibit K:
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Press Release, dated December 14, 2012
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By : /s/ Richard M. Schulze | ||
RICHARD M. SCHULZE
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OLYMPUS INVESTMENTS LIMITED PARTNERSHIP A | ||
By : /s/ Richard M. Schulze
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RICHARD M. SCHULZE
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OLYMPUS INVESTMENTS LIMITED PARTNERSHIP B | ||
By : /s/ Richard M. Schulze | ||
RICHARD M. SCHULZE
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OLYMPUS INVESTMENTS LIMITED PARTNERSHIP C | ||
By : /s/ Richard M. Schulze | ||
RICHARD M. SCHULZE
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RMSJS LLC
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By : /s/ Richard M. Schulze | ||
RICHARD M. SCHULZE
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THE RICHARD M. SCHULZE FAMILY FOUNDATION | ||
By : /s/ Richard M. Schulze | ||
RICHARD M. SCHULZE
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1.
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Each of you and the Company hereby agree that the Agreement is amended as follows:
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a.
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Amendment to Section 2(c). Section 2(c) is hereby amended and restated in its entirety to read as follows:
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b.
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Amendment to Section 2(e). Section 2(e) is hereby amended by (i) deleting “or a Subsequent Qualified Offer” and (ii) replacing the cross reference to “Section 2(c)(ii)” with a cross reference to “Section 2(c)(i)”.
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c.
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Amendment to Section 3. Section 3 is hereby amended by deleting “For twelve (12) months from the date hereof” and inserting in its place “During the Standstill Period”.
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d.
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Amendment to Section 4(c). Section 4(c) is hereby amended by (i) in the second sentence, inserting “from January 1, 2013 through the Proposal Deadline” immediately following “In addition,” and (ii) deleting the third sentence in its entirety.
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e.
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Addition of a new Section 4(e). A new Section 4(e) is hereby added and shall read as follows:
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f.
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Amendment to Section 5(a). Section 5(a) of the Agreement is hereby amended by deleting the reference to “by the Proposal Deadline” and inserting in lieu thereof a reference to “during the Proposal Period”.
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g.
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Amendment to Section 5(b). Section 5(b) of the Agreement is hereby deleted in its entirety.
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h.
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Amendment to Section 9. Section 9 of the Agreement is hereby amended and restated in its entirety to read as follows:
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i.
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Amendment to Sections 1(b), 2(a)(ix) and 2(d).
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i.
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Section 1(b) of the Agreement is hereby amended by deleting the phrase “and a Subsequent Qualified Offer”.
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ii.
|
Section 2(a)(ix) of the Agreement is hereby amended by (i) replacing the phrase “either a Qualified Offer or a Subsequent Qualified Offer” with “a Qualified Offer” in the 5th and 8th lines (ii) deleting “or Subsequent Qualified Offer” in the 10th and 12th lines and (ii) deleting “and Subsequent Qualified Offer” in the 11th line.
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iii.
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Section 2(d) of the Agreement is hereby amended by deleting the phrase “or Subsequent Qualified Offer”.
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2.
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You understand and agree that any potential equity and debt financing source who participates in a Qualified Offer must agree in writing (in an instrument signed by you, the Company and any such party) to be bound by the terms of the Agreement, as amended by this amendment to the Agreement, pursuant to the terms of Section 2(d).
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3.
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The Company shall use its commercially reasonable efforts to promptly amend the confidentiality agreements entered into with potential equity and debt financing sources pursuant to Section 2(d) to reflect the terms of this amendment to the Agreement.
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4.
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The Company and you agree to issue jointly the press release attached hereto as Annex I following execution of this amendment to the Agreement.
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5.
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Except for the foregoing amendments, the provisions of the Agreement shall continue in full force and effect in accordance with the terms thereof.
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6.
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This amendment to the Agreement shall be governed by all of the provisions of the Agreement, unless the context otherwise requires, including but not limited to all provisions concerning construction, enforcement and governing law.
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Very truly yours,
BEST BUY CO., INC.
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By
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/s/ Hubert Joly | ||
Name:
|
Hubert Joly | ||
Title:
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CEO | ||
/s/ Richard M. Schulze |