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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) APRIL 20, 2000
ELECTRONICS BOUTIQUE HOLDINGS CORP.
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(Exact Name of registrant as specified in charter)
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DELAWARE 000-24603 51-0379406
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<S> <C> <C>
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
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931 SOUTH MATLACK STREET, WEST CHESTER, PA 19382
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 430-8100
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Not Applicable
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(Former name or former address, if changed since last report.)
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Exhibit Index appears on page 4 hereof.
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ITEM 5. OTHER EVENTS.
On April 20, 2000, Funco, Inc. (the "Funco") entered into an Amendment
("Amendment") to the Agreement and Plan of Merger with Electronics Boutique
Holdings Corp., a Delaware corporation ("Registrant"), and EB Acquisition
Corporation, a Minnesota corporation and a wholly owned subsidiary of Registrant
("Purchaser"), dated March 31, 2000 (the "Original Agreement" and, together with
the Amendment, the "Agreement"). The amended Agreement provides that, subject to
the terms and conditions of the Agreement, Registrant will cause Purchaser to
acquire control of Funco through a cash tender offer (the "Offer") to purchase
all of Funco's issued and outstanding common stock, par value $.01 per share
(the "Shares"), for $21.00 per Share, or an aggregate purchase price of
approximately $135 million. The Original Agreement had provided for a per share
purchase price of $17.50.
Completion of the Offer is subject to the satisfaction of certain conditions
which include, without limitation, the following: (i) there shall have validly
tendered and not withdrawn a number of Shares which, together with all Shares
owned, directly or indirectly, by Registrant or Purchaser, represents at least
51% of the total voting power of Funco's outstanding Shares and (ii) the
expiration or early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of March 31, 2000, by
and among Registrant, EB Acquisition Corporation and Funco,
Inc., filed under cover of Registrant's Form 8-K filed April
6, 2000 and incorporated herein by reference.
2.2 Shareholder Agreement, dated as of March 31, 2000, by and
among Registrant and David R. Pomije, filed under cover of
Registrant's Form 8-K filed April 6, 2000 and incorporated
herein by reference.
2.3 Amendment to Agreement and Plan of Merger, dated as of April
20, 2000, filed under cover of Funco's Form 8-K filed April
24, 2000 and incorporated herein by reference.
99.1 Press Release, dated April 21, 2000, announcing the Amendment
to the Agreement and Plan of Merger, filed under cover of
Funco's Form 14D9C filed April 21, 2000 and incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELECTRONICS BOUTIQUE HOLDINGS CORP.
(Registrant)
Date: April 24, 2000 By: /S/ JOSEPH J. FIRESTONE
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Name: Joseph J. Firestone
Title: President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO.
2.1 Agreement and Plan of Merger, dated as of March 31, 2000, by and among
Registrant, EB Acquisition Corporation and Funco, Inc., filed under
cover of Registrant's Form 8-K filed April 6, 2000 and incorporated
herein by reference.
2.2 Shareholder Agreement, dated as of March 31, 2000, by and among
Registrant and David R. Pomije, filed under cover of Registrant's Form
8-K filed April 6, 2000 and incorporated herein by reference.
2.3 Amendment to Agreement and Plan of Merger, dated as of April 20, 2000,
filed under cover of Funco's Form 8-K filed April 24, 2000 and
incorporated herein by reference.
99.1 Press Release, dated April 21, 2000, announcing the Amendment to the
Agreement and Plan of Merger, filed under cover of Funco's Form 14D9C
filed April 21, 2000 and incorporated herein by reference.
