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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CDnow, Inc.
(Name of Subject Company)
CDnow, Inc.
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
125086
(CUSIP Number of Class of Securities)
DAVID A. CAPOZZI
VICE PRESIDENT AND GENERAL COUNSEL
1005 VIRGINIA DRIVE
FT. WASHINGTON, PA 19034
215-619-9900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
/ / Check the box if the filing relates solely to preliminary communications
made before the Commencement of a tender offer.
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission on July 26, 2000 by CDnow, Inc., a Pennsylvania corporation
("CDNOW") relating to the offer by BINC Acquisition Corp., a Pennsylvania
corporation (the "Purchaser") and a wholly-owned subsidiary of Bertelsmann,
Inc., a Delaware corporation ("Bertelsmann"), to purchase all outstanding shares
of CDNOW common stock at a price of $3.00 per share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Purchaser's Offer
to Purchase, dated July 26, 2000, included in its Tender Offer Statement on
Schedule TO filed with the SEC and the related Letter of Transmittal.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 is hereby amended and supplemented by the following:
1. The following sentence is hereby added to the end of the section entitled
"CDNOW'S FINANCIAL CONDITION" on page 4 of the Schedule 14D-9:
Based upon inquiries conducted with several parties commencing
in April 2000, CDNOW believed that alternative financing
sources were not available.
2. The following sentence is hereby added to the end of the section entitled
"RESULTS OF SEARCH FOR PARTNER - NO SUPERIOR PROPOSAL" on page 5 of the Schedule
14D-9:
Further, the recapitalization proposal would not have provided
any payment to CDNOW shareholders and would have valued the
outstanding equity of CDNOW at significantly less than $3.00
per share. The recapitalization proposal was also subject to
significant additional conditions, including final approval by
the other party's board of directors and satisfactory
completion of additional due diligence.
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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.
CDnow, Inc.
By: /s/ Jason Olim
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Name: Jason Olim
Title: President & Chief Executive Officer
Dated: August 15, 2000
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