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. 4 - Final Amendment)*
CompUSA Inc.
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
TPC Acquisition Corp.,
Grupo Sanborns, S.A. de C.V.
and
Telefonos de Mexico, 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
- --------------------------------------------------------------------------------
(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)
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.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: |X|
<PAGE>
CUSIP No. 209432107
This Amendment No. 4, the final amendment (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, as previously amended by Amendment No. 1 on
February 15, 2000, Amendment No. 2 on February 23, 2000 and Amendment No. 3 on
February 28, 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") and
Telefonos de Mexico, S.A. de C.V., 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.
The Schedule TO is hereby amended and supplemented by adding the following:
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
February 29, 2000. Pursuant to the Offer and based upon the report of the
Depositary, the Purchaser has accepted for payment 65,544,431 Shares tendered by
physical or book entry delivery and 4,046,699 Shares tendered by guaranteed
delivery. Together with the Shares already held by Parent or its affiliates,
Purchaser now owns 83,341,130 Shares representing approximately 89.94% of the
outstanding Shares.
Reference is hereby made to the press release issued by Purchaser, Parent
and the Company on March 1, 2000, a copy of which is attached hereto as Exhibit
(a)(1)(J) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(J) Text of Press Release issued by Purchaser, Parent
and the Company on March 1, 2000.
<PAGE>
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: March 1, 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
TELEFONOS DE MEXICO, S.A. DE C.V.
By: /s/ Javier Mondragon Marcon
----------------------------
Name: Javier Mondragon Marcon
Title: General Counsel
<PAGE>
INDEX TO EXHIBIT
The following item (a)(1)(J) is hereby added to the Index of Exhibits:
Exhibit
Number Description
------ -----------
(a)(1)(J) Text of Press Release issued by Purchaser, Parent and the
Company on March 1, 2000.
<PAGE>
Exhibit (a)(1)(J)
FOR IMMEDIATE RELEASE
GRUPO SANBORNS COMPLETES TENDER OFFER
FOR SHARES OF COMPUSA INC.
Mexico City, Mexico, and Dallas, Texas, March 1, 2000 - Grupo Sanborns,
S.A. de C.V. and TPC Acquisition Corp., a wholly owned subsidiary of Grupo
Sanborns, today announced the successful completion of the tender offer by TPC
to acquire the common stock, par value $.01 per share, of CompUSA Inc. (NYSE:
CPU) at $10.10 net per share in cash.
Approximately 69.5 million shares of CompUSA, or 75% of the issued and
outstanding CompUSA shares, including approximately 4 million guaranteed
deliveries, were tendered prior to the expiration of TPC's tender offer at 12:00
midnight, New York City time, on Tuesday, February 29, 2000, and were accepted
for payment by TPC. Together with the CompUSA shares already held by it, TPC now
owns approximately 89.9% of the CompUSA shares outstanding.
Pursuant to the terms of the merger agreement between Grupo Sanborns, TPC
and CompUSA, TPC will acquire the shares that it does not already own at the
same $10.10 per share price as offered in the tender offer through a merger
between TPC and CompUSA.
For further information please contact:
For Grupo Sanborns: Carlos Slim Domit or 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
# # #
