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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CompUSA Inc.
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(Name of Subject Company (Issuer))
TPC Acquisition Corp.
and
Grupo Sanborns, S.A. de C.V.
- --------------------------------------------------------------------------------
(Name of Filing Persons (Offerors))
Common Stock, $.01 Per Share Par Value
(Including the Associated Rights to Purchase Common Stock)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
209432107
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(CUSIP Number of Class of Securities)
Rafael Robles Miaja
Franck, Galicia, Duclaud y Robles, S.C.
Torre Optima
Tercer Piso
Avenida Paseo de las Palmas 405
Colonia: Lomas de Chapultepec
D.F. 11000
Mexico
011-525-540-9225
Copies to:
Daniel S. Sternberg, Esq.
Jorge Juantorena, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
- --------------------------------------------------------------------------------
================================================================================
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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.
|X| amendment to Schedule 13D under Rule 13d-2.
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Page 3 of 6
CUSIP No. 209432107
This Amendment No. 1 (this "Amendment") amends and supplements the
joint Tender Offer Statement on Schedule TO (as amended and supplemented, the
"Schedule TO") filed with the Securities and Exchange Commission on February 1,
2000, by TPC Acquisition Corp. ("Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of Grupo Sanborns, S.A. de C.V., a corporation organized
under the laws of the United Mexican States ("Parent"), to purchase all the
outstanding shares of common stock, par value $.01 per share (the "Common
Stock") of CompUSA Inc., a Delaware corporation (the "Company"), including the
associated common stock purchase rights (the "Rights" and together with the
Common Stock, the "Shares") which are not owned by Parent or its affiliates, at
a purchase price of $10.10 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated as of
February 1, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used and not defined
herein shall have the meanings assigned to such terms in the Offer to Purchase
and the Schedule TO.
This Amendment also amends the Schedule 13D, as previously amended, of the
Slim Family; Grupo Carso, S,A. de C.V. and Parent filed with the Securities and
Exchange Commission on November 22, 1999, which is incorporated herein by
reference.
Reference is hereby made to the press release dated February 15, 2000,
which is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by
reference.
ITEM 12. EXHIBITS.
(a)(1)(I) Text of Press Release issued by Parent and
the Company on February 15, 2000.
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CUSIP No. 209432107 Page 4 of 6
SIGNATURES
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: February 15, 2000
GRUPO SANBORNS, S.A. de C.V.
By: /s/ Eduardo Valdes
Name: Eduardo Valdes
Title: Attorney-in-Fact
TPC ACQUISTION CORP.
By: /s/ Javier Cervantes
Name: Javier Cervantes
Title: Director and Secretary
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CUSIP No. 209432107 Page 5 of 6
INDEX TO EXHIBIT
The following item (a)(1)(I) is hereby added to the Index of Exhibits:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(1)(I) Text of Press Release issued by Parent and the Company on
February 15, 2000.
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CUSIP No. 209432107 Page 6 of 6
Exhibit (a)(1)(I)
For Immediate Release
- ---------------------
GRUPO SANBORNS ANNOUNCES TERMINATION OF THE
HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH
ITS PENDING ACQUISITION OF COMPUSA INC.
February 15, 2000 -- Grupo Sanborns, S.A. de C.V. announced today that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in
connection with its pending acquisition of CompUSA Inc. (NYSE: CPU) was
terminated by the Federal Trade Commission on Monday, February 14, 2000.
As previously announced, Sanborns entered into a definitive agreement
to acquire CompUSA pursuant to which on February 1, 2000, TPC commenced a tender
offer to acquire all outstanding shares of common stock of CompUSA for $10.10
per share in cash. The tender offer is scheduled to expire at 12:00 midnight,
New York City time, on Tuesday, February 29, 2000, unless extended.
Contacts:
For Grupo Sanborns: Carlos Slim Domitor Javier Larraza
Grupo Sanborns Grupo Sanborns
011-525-325-9800 011-525-625-4900
For CompUSA: James E. Skinner or Stacie Shirley
CompUSA CompUSA
972-982-4000 972-982-5323
# # #
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