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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CompUSA Inc.
(Name of Subject Company (Issuer))
Grupo Sanborns, S.A. de C.V.
and
TPC Acquisition Corp.
(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)
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[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13c-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] 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: [ ]
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For Immediate Release
8:00 am 1/24/00
GRUPO SANBORNS TO ACQUIRE COMPUSA INC. FOR $10.10 PER SHARE
New York and Dallas, January 24, 2000 -- Grupo Sanborns, S.A. de C.V., a leading
Mexican retail group with an expanding presence in e-commerce, and CompUSA Inc.
(NYSE: CPU), announced today that they have reached a definitive agreement for
Grupo Sanborns to acquire all of the outstanding shares of CompUSA for $10.10
per share in cash.
Under the terms of the agreement, Grupo Sanborns will shortly commence a tender
offer to acquire all of the common shares of CompUSA that it does not already
own. Grupo Sanborns currently indirectly owns approximately 14.8 percent of
CompUSA's shares. The agreement has been unanimously approved by the Board of
Directors of CompUSA.
Grupo Sanborns said that it expects to ally itself with strategic business
partners to enhance the value of its investment in CompUSA, including Telefonos
de Mexico, S.A de C.V. (Telmex), Microsoft Corporation, SBC Communications and
Prodigy Communications Corporation. Telmex, Microsoft and SBC are expected to be
minority investors in the company.
"CompUSA is a premier retail brand for computer equipment, consumer technology
and related services in the U.S., and represents a tremendous opportunity to
leverage the management experience of Sanborns in the retail and e-commerce
sectors," said Carlos Slim Domit, Chairman of Grupo Sanborns. "The addition of
strategic partners would also allow us to capitalize on the track records of
Telmex, Microsoft, SBC and Prodigy for marketing consumer technology and
telecommunications products and services."
"We believe that this offer represents a good value for our shareholders and an
exciting new future for our customers, employees and business partners," said
James Halpin, President and Chief Executive Officer of CompUSA. "We look forward
to continuing to grow the company with the support of Grupo Sanborns and its
business partners."
"We believe that we can build CompUSA into an even stronger competitor in the
consumer technologies sector," said Mr. Slim Domit. "We also believe that we can
re-energize the organization by taking the consumer experience of shopping at
CompUSA to a new level, by uniting excellent customer service, whether in-store
or online." Mr. Slim Domit added that among the resources that can be brought to
market are "click-and-brick" initiatives through Prodigy and Microsoft, and new
consumer technology and telecommunications products and services through Telmex
and SBC.
-more-
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Grupo Sanborns has one of the strongest retail brand portfolios in Mexico. It
owns and operates 305 stores in major cities across the country, including
Sanborns, Sanborns Cafe, Sears Roebuck de Mexico, Pasteleria el Globo, Mix-up
and Discolandia as well as manufactures food and household/personal care items
sold throughout Mexico. The group's e-commerce initiatives include a shopping
portal for Sanborns products. The Group has over 30,000 employees.
CompUSA Inc. is one of the nation's leading retailers and resellers of personal
computers and related products and services. The company currently operates 217
CompUSA Computer Superstores in 84 major metropolitan markets across the United
States that serve retail, corporate, government and education customers and
include technical service departments. Many of the stores also include classroom
training facilities. CompUSA employs approximately 20,000.
Credit Suisse First Boston acted as exclusive financial advisor to CompUSA in
this transaction.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF COMPUSA. AT THE TIME SANBORNS COMMENCES ITS OFFER, IT WILL
FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
AND COMPUSA WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO
THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT WILL BE MADE
AVAILABLE TO ALL SHAREHOLDERS OF COMPUSA, AT NO EXPENSE TO THEM. THE TENDER
OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.
Certain statements in this press release, including statements concerning
expected operations and financial results, are "forward-looking statements" as
defined under the securities laws. CompUSA's operations are subject to a number
of risk factors, which may cause actual results to vary materially from those
anticipated in the forward-looking statements. CompUSA's SEC filings, as updated
from time to time, contain important information identifying a number of these
risk factors. This information can be found under the heading "Management
Discussion and Analysis of Financial Conditions and Results of Operations" in
CompUSA's Annual Report on Form 10-K filed by CompUSA with the SEC as updated by
CompUSA's other SEC filings from time to time. Any forward-looking statements
should be evaluated in light of these important risk factors.
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