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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MUSICLAND STORES CORPORATION
(NAME OF SUBJECT COMPANY)
MUSICLAND STORES CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
62758B109
(CUSIP NUMBER OF CLASS OF SECURITIES)
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HEIDI M. HOARD
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MUSICLAND STORES CORPORATION
10400 YELLOW CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343
(952) 931-8025
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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COPY TO:
JAMES C. MELVILLE
KAPLAN, STRANGIS AND KAPLAN, P.A.
90 SOUTH SEVENTH STREET
5500 WELLS FARGO CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 375-1138
/X / CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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[LETTERHEAD]
FOR 7:00 A.M. CST RELEASE CONTACT:
Lisa Svac Hawks (MEDIA) Jim Nermyr (INVESTORS)
(612) 931-8325 (612) 931-8007
[email protected] [email protected]
MUSICLAND CONFIRMS AGREEMENT TO COMBINE WITH BEST BUY
MINNEAPOLIS, December 7, 2000 -- Musicland Stores Corporation (NYSE:MLG) today
confirmed that it has signed an agreement to be acquired by Best Buy Co., Inc.
(NYSE:BBY) under which Best Buy will make a tender offer at $12.55 per share for
all of the outstanding shares of Musicland's common stock. It is expected that
the tender offer will commence in late December and that the acquisition will be
completed during the first calendar quarter of 2001. Formal tender offer
documents will be sent to Musicland shareholders as the formal tender offer is
commenced. Information regarding details of the offer, including the mechanics
of tendering shares and receiving payment will be in the formal offer documents
sent to shareholders.
"We are excited to be joining forces with the major premier consumer electronics
provider in the country," said Jack W. Eugster, chairman and chief executive
officer. "We feel this is a unique opportunity to grow with a company that not
only is a good fit for our business but also shares our Minnesota heritage and
passion for retail."
"We have generated three consecutive fiscal years of strong earnings growth yet
have experienced a disappointing stock price," he added. "This transaction will
provide a significant premium to our shareholders. In addition, potential for
increased capital support should accelerate growth by providing our customers
with new and exciting assortments of digital products and solutions. Our
employees should benefit from the broader career opportunities the combined
companies can offer."
Based in Minneapolis, Musicland Stores Corporation is the leading specialty
retailer of home-entertainment software products in the United States. As of
September 30, 2000, the company operated 1,331 retail stores in 49 states,
Puerto Rico and the Virgin Islands under the names Sam Goody, Suncoast, Media
Play and On Cue. In addition to its four store formats, Musicland also operates
four commercial Web sites including: SamGoody.com http://www.SamGoody.com,
Suncoast.com, MediaPlay.com and OnCue.com. For additional information on
Musicland Stores Corporation, visit the company's corporate information Web site
at http://www.musicland.com.
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Forward-looking statements in this release may be impacted by certain important
factors which could cause results to differ materially from those anticipated by
the forward-looking statements. Such factors include the possibility that the
transaction might not take place for reasons which could include the tender of
an insufficient number of shares, failure to obtain regulatory approval, a
mutual decision not to proceed or other risk factors inherent in a transaction
of this kind. The Company does not undertake any obligation to correct or update
any forward-looking statements, whether as a result of new information, future
events or otherwise.
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Musicland shareholders are advised to read the tender offer statement regarding
the acquisition of Musicland referenced in this news release, which will be
filed by Best Buy, Inc. and EN Acquisition Corp. with the U.S. Securities and
Exchange Commission, and the related solicitation/recommendation statement which
will be filed by Musicland with the Commission. The tender offer statement
(including an offer to purchase, letter of transmittal and related tender offer
documents) and the solicitation/recommendation statement will contain important
information which should be read carefully before any decision is made with
respect to this offer. These documents will be made available to all
shareholders of Musicland at no expense to them. These documents also will be
available at no charge at the Commission's Web site, www.sec.gov. This news
release is neither an offer to purchase nor a solicitation of an offer to sell
securities of Musicland. The tender offer will be made solely by an offer to
purchase and related letter of transmittal to be disseminated upon the
commencement of the tender offer.
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