-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C4HrFnGNkTX5rdaIg/OwfVX9lVfdBTRmZzcqROpWXzwO29c18dkYPyL4F5lpYB0X amggqkSv2vCJo7wnnEH1ug== 0000912057-00-019386.txt : 20000425 0000912057-00-019386.hdr.sgml : 20000425 ACCESSION NUMBER: 0000912057-00-019386 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FUNCO INC CENTRAL INDEX KEY: 0000889664 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 411609563 STATE OF INCORPORATION: MN FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-48401 FILM NUMBER: 607476 BUSINESS ADDRESS: STREET 1: 10120 WEST 76TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129468883 MAIL ADDRESS: STREET 1: 10120 W 76TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONICS BOUTIQUE HOLDINGS CORP CENTRAL INDEX KEY: 0001057746 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 510379406 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: STE 202 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3027784778 MAIL ADDRESS: STREET 1: 931 MATLACK ST CITY: WEST CHESTER STATE: PA ZIP: 19382 SC TO-C 1 SCHEDULE TO-C SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ FUNCO, INC. (Name of Subject Company) EB ACQUISITION CORPORATION a wholly-owned subsidiary of ELECTRONICS BOUTIQUE HOLDINGS CORP. (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 360762-10-8 ------------------------------------- (CUSIP Number of Class of Securities) Joseph J. Firestone, President and Chief Executive Officer Electronics Boutique Holdings Corp. 931 South Matlack Street West Chester, PA 19382 (610) 430-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of filing persons) COPY TO: Stephen T. Burdumy, Esq. Klehr, Harrison, Harvey, Branzburg & Ellers LLP 260 S. Broad Street Philadelphia, PA 19102 (215) 569-4646 April 24, 2000 CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE $ N/A $ N/A ------------------------------ -----------------------
/_/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: N/A Form or Registration No.: N/A Filing party: N/A Date Filed: N/A /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: /_/ -2- SCHEDULE TO This Tender Offer Statement on Schedule TO relates to an offer by EB Acquisition Corporation, a Minnesota corporation and a direct, wholly-owned subsidiary of Electronics Boutique Holdings Corp., a Delaware corporation, to purchase all of the outstanding shares of common stock, par value $0.01 per share of Funco, Inc., a Minnesota corporation, at a purchase price of $21.00 per share, or an aggregate purchase price of approximately $135 million. ITEM 12. EXHIBITS. EX-99 Press Release dated April 21, 2000 -3- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ELECTRONICS BOUTIQUE HOLDINGS CORP. By: N/A ------------------------------------ Name: Title: Dated: -4- EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- EX-99 Press Release dated April 21, 2000
-5- EX-99 2 EXH 99 PRESS RELEASE [Funco, Inc. Letterhead] FOR IMMEDIATE RELEASE CONTACT: Stanley A. Bodine President Funco, Inc. 612-946-8883 FUNCO APPROVES REVISED ACQUISITION PROPOSAL FROM ELECTRONICS BOUTIQUE AT $21 PER SHARE MINNEAPOLIS, MN, April 21, 2000 -- Funco, Inc. (Nasdaq: FNCO) announced that it has entered into an amendment to its March 31, 2000 definitive merger agreement with Electronics Boutique Holdings Corp. The amendment increases the per share acquisition price from $17.50 to $21.00 per share, payable in cash. Electronics Boutique proposed the increase following an offer by Barnes & Noble, Inc. to acquire the Funco shares at $21.00 per share in cash. Under the terms of the March 31 merger agreement, Electronics Boutique had five business days following notice from Funco of the Barnes & Noble offer to propose adjustments that would enable Funco's Board of Directors to maintain its recommendation of the Electronics Boutique merger agreement, offer and merger. The Electronics Boutique tender offer is expected to commence next week. Funco currently owns and operates 401 retail stores, that are predominately located in strip malls throughout the United States, and also operates an e-commerce division, located at http://www.funcoland.com. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF FUNCO, INC. AT THE TIME AN OFFER IS COMMENCED FUNCO, INC. WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THE OFFEROR WILL FILE A TENDER OFFER STATEMENT WITH THE COMMISSION. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS OF FUNCO, INC. AT NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV. -----END PRIVACY-ENHANCED MESSAGE-----