SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
__________________
FUNCO, INC.
(Name of Subject Company (Issuer))
B&N ACQUISITION CORPORATION,
a wholly-owned indirect subsidiary of
BARNES & NOBLE, INC.
(Names of Filing Persons (Offerors))
Common Stock, par value $.01 per share
(Title of Class of Securities)
360762108
(CUSIP Number of Class of Securities)
Maureen O'Connell, Chief Financial Officer
Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011
(212) 633-3300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Filing Persons)
COPY TO:
Stuart A. Gordon, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, NY 10104
(212) 541-2000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
$161,809,233 $32,362
* Estimated for purposes of calculating the amount of filing fee only.
This calculation assumes the purchase of all outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Funco, Inc.
(the "Company") at a price per Share of $24.75 in cash, without
interest. As of May 12, 2000, there were (i) 6,124,086 Shares
outstanding and (ii) 785,155 Shares reserved for issuance for
outstanding options to acquire Shares from the Company. The amount of
the filing fee, calculated in accordance with Rule 0-11 of the
Securities and Exchange Act of 1934, is 1/50th of one percent of the
aggregate Transaction Value.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $32,362
Form or Registration No.: Schedule TO
Filing Party: Barnes & Noble, Inc. and B&N Acquisition
Corporation
Date Filed: May 16, 2000
[ ] 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:
[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.
[ ] 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]
TENDER OFFER
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on May 16,
2000, as amended by Amendment No. 1 filed on June 2, 2000 and by Amendment
No. 2 filed on June 6, 2000 (as amended, the "Schedule TO"), by B&N
Acquisition Corporation, a Minnesota corporation ("Purchaser") and a wholly-
owned indirect subsidiary of Barnes & Noble, Inc., a Delaware corporation
("Parent"). The Schedule TO relates to the offer by Purchaser to purchase
all of the outstanding shares of common stock, par value $.01 per share, of
Funco, Inc., a Minnesota corporation ("Funco"), for a price of $24.75 per
share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 16,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal.
Items 1 through 9 and 11
Items 1 through 9 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby
amended and supplemented as follows:
The Offer expired at midnight, New York City time, on Tuesday, June 13,
2000. Pursuant to the Offer, based upon a report from the Depositary for the
Offer, Purchaser accepted for payment 6,313,255 Shares, representing
approximately 98% of the outstanding Shares. On June 14, 2000, Parent issued
a press release announcing the closing of the tender offer and that it
expects to complete the merger of Purchaser into Funco within the next few
days.
The full text of Parent's June 14, 2000, press release is attached as
Exhibit (a)(9) hereto and is incorporated herein by reference.
Item 12. MATERIALS TO BE FILED AS EXHIBITS.
* (a)(1) Offer to Purchase, dated May 16, 2000.
* (a)(2) Letter of Transmittal.
* (a)(3) Notice of Guaranteed Delivery.
* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
* (a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
* (a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
* (a)(7) Summary Advertisement, dated May 16, 2000.
* (a)(8) Press Release issued by Parent on June 1, 2000.
(a)(9) Press Release issued by Parent on June 14, 2000.
* (b)(1) Amended and Restated Credit Agreement, dated as of November
18, 1997 (the "Credit Agreement"), among Parent, its
subsidiaries, The Chase Manhattan Bank (National Association),
as Administrative Agent, and the Banks party thereto
(incorporated by reference to Exhibit 10.1 to the Report on
Form 10-K of Parent filed on May 1, 1998).
* (b)(2) Amendment No. 2, dated as of October 21, 1999, to the Credit
Agreement (incorporated by reference to Exhibit 10.2 to the
Report on Form 10-K of Parent filed on April 28, 2000).
* (d)(1) Agreement and Plan of Merger, dated as of May 4, 2000, by and
among the Company, Parent and Purchaser (incorporated by
reference to Exhibit 2.1 to the Report on Form 8-K of Parent
filed on May 10, 2000).
* (d)(2) Shareholder Agreement, dated as of May 4, 2000, by and between
Parent and David R. Pomije (incorporated by reference to
Exhibit 2.2 to the Report on Form 8-K of Parent filed on May
10, 2000).
* (d)(3) Letter Agreement (Original Confidentiality Agreement), dated
as of April 21, 1999, by and between the Company and Babbage's
Etc. LLC ("Babbage's").
* (d)(4) Letter Agreement (Supplemental Confidentiality Agreement),
dated as of April 7, 2000, by and among the Company, Parent
and Babbage's.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
<PAGE>
SIGNATURE
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: June 14, 2000
BARNES & NOBLE, INC.
By:/s/ Maureen O'Connell
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Maureen O'Connell
Chief Financial Officer
B&N ACQUISITION CORPORATION
By:/s/ Maureen O'Connell
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Maureen O'Connell
Vice President
