SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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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. 3)*
CompUSA Inc.
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(Name of Subject Company (Issuer))
TPC Acquisition Corp.
and
Grupo Sanborns, S.A. de C.V.
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(Name of Filing Persons (Offerors))
Common Stock, $.01 Per Share Par Value
(Including the Associated Rights to Purchase Common Stock)
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(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
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(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.
<PAGE>
CUSIP No. 209432107
This Amendment No. 3 (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 and
Amendment No. 2 on February 23, 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.
The Schedule TO is hereby amended and supplemented by adding the following:
Telmex is hereby added as an offeror and the Schedule TO is being
filed on its behalf.
<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: February 28, 2000
GRUPO SANBORNS, S.A. de C.V.
By: /s/ Eduardo Valdes
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Name: Eduardo Valdes
Title: Attorney-in-Fact
TPC ACQUISTION CORP.
By: /s/ Javier Cervantes
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Name: Javier Cervantes
Title: Director and Secretary
TELEFONOS DE MEXICO, S.A. DE C.V.
By: /s/ Javier Mondragon Morcan
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Name: Javier Mondragon Morcan
Title: General Counsel
