-----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, EyB+JfIFGsl0Q3e7441mOZpESQCF38LrTuY5NzjSSc0w4Q0X/6YhhdVQ5naL+NJf 1KQfbcxLj/mgRcPiqbzkOw== /in/edgar/work/20000614/0000910643-00-000094/0000910643-00-000094.txt : 20000919 0000910643-00-000094.hdr.sgml : 20000919 ACCESSION NUMBER: 0000910643-00-000094 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FUNCO INC CENTRAL INDEX KEY: 0000889664 STANDARD INDUSTRIAL CLASSIFICATION: [5900 ] IRS NUMBER: 411609563 STATE OF INCORPORATION: MN FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-48401 FILM NUMBER: 654711 BUSINESS ADDRESS: STREET 1: 10120 WEST 76TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529468883 MAIL ADDRESS: STREET 1: 10120 W 76TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: [5940 ] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 SC TO-T/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 __________________ FUNCO, INC. (Name of Subject Company (Issuer)) B&N ACQUISITION CORPORATION, a wholly-owned indirect subsidiary of BARNES & NOBLE, INC. (Names of Filing Persons (Offerors)) Common Stock, par value $.01 per share (Title of Class of Securities) 360762108 (CUSIP Number of Class of Securities) Maureen O'Connell, Chief Financial Officer Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 (212) 633-3300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) COPY TO: Stuart A. Gordon, Esq. Robinson Silverman Pearce Aronsohn & Berman LLP 1290 Avenue of the Americas New York, NY 10104 (212) 541-2000 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE - ---------------------- -------------------- $161,809,233 $32,362 * Estimated for purposes of calculating the amount of filing fee only. This calculation assumes the purchase of all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Funco, Inc. (the "Company") at a price per Share of $24.75 in cash, without interest. As of May 12, 2000, there were (i) 6,124,086 Shares outstanding and (ii) 785,155 Shares reserved for issuance for outstanding options to acquire Shares from the Company. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction Value. [X] Check 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: $32,362 Form or Registration No.: Schedule TO Filing Party: Barnes & Noble, Inc. and B&N Acquisition Corporation Date Filed: May 16, 2000 [ ] 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: [X] TENDER OFFER This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 16, 2000, as amended by Amendment No. 1 filed on June 2, 2000 and by Amendment No. 2 filed on June 6, 2000 (as amended, the "Schedule TO"), by B&N Acquisition Corporation, a Minnesota corporation ("Purchaser") and a wholly- owned indirect subsidiary of Barnes & Noble, Inc., a Delaware corporation ("Parent"). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $.01 per share, of Funco, Inc., a Minnesota corporation ("Funco"), for a price of $24.75 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal. Items 1 through 9 and 11 Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: The Offer expired at midnight, New York City time, on Tuesday, June 13, 2000. Pursuant to the Offer, based upon a report from the Depositary for the Offer, Purchaser accepted for payment 6,313,255 Shares, representing approximately 98% of the outstanding Shares. On June 14, 2000, Parent issued a press release announcing the closing of the tender offer and that it expects to complete the merger of Purchaser into Funco within the next few days. The full text of Parent's June 14, 2000, press release is attached as Exhibit (a)(9) hereto and is incorporated herein by reference. Item 12. MATERIALS TO BE FILED AS EXHIBITS. * (a)(1) Offer to Purchase, dated May 16, 2000. * (a)(2) Letter of Transmittal. * (a)(3) Notice of Guaranteed Delivery. * (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * (a)(7) Summary Advertisement, dated May 16, 2000. * (a)(8) Press Release issued by Parent on June 1, 2000. (a)(9) Press Release issued by Parent on June 14, 2000. * (b)(1) Amended and Restated Credit Agreement, dated as of November 18, 1997 (the "Credit Agreement"), among Parent, its subsidiaries, The Chase Manhattan Bank (National Association), as Administrative Agent, and the Banks party thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 10-K of Parent filed on May 1, 1998). * (b)(2) Amendment No. 2, dated as of October 21, 1999, to the Credit Agreement (incorporated by reference to Exhibit 10.2 to the Report on Form 10-K of Parent filed on April 28, 2000). * (d)(1) Agreement and Plan of Merger, dated as of May 4, 2000, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K of Parent filed on May 10, 2000). * (d)(2) Shareholder Agreement, dated as of May 4, 2000, by and between Parent and David R. Pomije (incorporated by reference to Exhibit 2.2 to the Report on Form 8-K of Parent filed on May 10, 2000). * (d)(3) Letter Agreement (Original Confidentiality Agreement), dated as of April 21, 1999, by and between the Company and Babbage's Etc. LLC ("Babbage's"). * (d)(4) Letter Agreement (Supplemental Confidentiality Agreement), dated as of April 7, 2000, by and among the Company, Parent and Babbage's. (g) Not applicable. (h) Not applicable. _______________ * Previously filed. 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. Dated: June 14, 2000 BARNES & NOBLE, INC. By:/s/ Maureen O'Connell ------------------------ Maureen O'Connell Chief Financial Officer B&N ACQUISITION CORPORATION By:/s/ Maureen O'Connell ------------------------ Maureen O'Connell Vice President EX-99 2 0002.txt Exhibit 99(a)(9) FOR IMMEDIATE RELEASE CONTACT: Mary Ellen Keating Senior Vice President Corporate Communications Barnes & Noble, Inc. (212) 633-3323 BARNES & NOBLE, INC. COMPLETES SUCCESSFUL TENDER OFFER FOR FUNCO, INC. NEW YORK, NEW YORK - June 14, 2000 - - Barnes & Noble, Inc. (NYSE: BKS) today announced that its cash tender offer for all outstanding shares of common stock of Funco, Inc. expired, as scheduled, at 12:00 midnight, New York City time, on Tuesday, June 13, 2000. Based on a preliminary count, 6,313,255 shares of Funco, Inc. were tendered (including shares guaranteed for delivery), representing approximately 98% of the total outstanding shares, and accepted for payment at a price of $24.75 per share. In order to complete the acquisition, Barnes & Noble, Inc. expects to consummate the merger of Funco, Inc. with a wholly owned subsidiary of Barnes & Noble, Inc. within the next few days. As a result of the merger, each remaining outstanding share of Funco, Inc. not purchased in the tender offer will be converted into the right to receive the same $24.75 per share in cash, without interest. Funco, Inc., combined with the complementary business of Babbage's Etc., acquired by Barnes & Noble, Inc. last year, will make Barnes & Noble, Inc. the world's largest video game and PC entertainment specialty retailer. Funco, Inc. markets interactive home entertainment, primarily through the sale of new and previously played video games, related hardware and accessories, through its more than 400 FuncoLand stores, primarily in strip malls, and Web site, http://www.funcoland.com. Barnes & Noble, Inc. operates 544 Barnes & Noble and 389 B. Dalton bookstores, and Babbage's Etc., one of the nation's largest operators of video game and entertainment software stores. Barnes & Noble stores stock an authoritative selection of book titles and provide access to more than one million titles. They offer books from more than 50,000 publisher imprints with an emphasis on small, independent publishers and university presses. Barnes & Noble is one of the world's largest booksellers on the World Wide Web (http://www.bn.com), and the exclusive bookseller on America Online (Keyword: bn). Barnes and Noble.com has the largest standing inventory of any online bookseller. Barnes & Noble, Inc. also publishes books under its own imprint for exclusive sale through its retail stores, mail-order catalogs, and Web site. General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's investor relations Web site: http://www.shareholder.com/bks/. Safe Harbor This press release contains statements that constitute forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that may cause or contribute to such differences include, among other things, changes in business conditions and the economy in general, changes in governmental regulations, unforeseen litigation and other risk factors identified in Barnes & Noble, Inc.'s public filings under "Risk Factors." Barnes & Noble, Inc. undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this press release. -----END PRIVACY-ENHANCED MESSAGE-----