<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )
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FUNCO, INC.
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(Name of Issuer)
Common Stock, $.01 par value share
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(Title of Class of Securities)
360762108
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(CUSIP Number)
Stephen T. Burdumy, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 31, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following page(s))
Page 1 of 6
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CUSIP No. 360762108 Page 2 of 6 Pages
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Electronics Boutique Holdings Corp., 51-0379406
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(c) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
1,196,866**
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(9) SOLE DISPOSITIVE POWER
0
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(10) SHARED DISPOSITIVE POWER
1,196,866**
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,196,866**
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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(14) TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTION BEFORE FILLING OUT
**Or such other number of shares as equals 19.9% of the number of issued and
outstanding shares of Common Stock of the Company.
<PAGE>
CUSIP No. 360762108 Page 3 of 6 Pages
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EB Acquisition Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
N/A
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
1,196,866**
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,196,866**
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,196,866**
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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(14) TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTION BEFORE FILLING OUT
**Or such other number of shares as equals 19.9% of the number of issued and
outstanding shares of Common Stock of the Company.
<PAGE>
CUSIP No. 360762108 Page 4 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
Reporting Persons (as defined below)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
FUNCO, INC.
This Report is filed by Electronics Boutique Holdings Corporation ("EB")
and EB Acquisition Corporation ("EB Acquisition") on Schedule 13D with
respect to the common stock, $.01 par value per share (the "Common Stock") of
Funco, Inc. (the "Company").
The descriptions contained in this Report of certain agreements and
documents are qualified in their entirety by reference to the complete text
of such agreements and documents filed as Exhibits hereto or incorporated
herein by reference.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
Common Stock. The principal executive office of the Company is located at
10120 West 76th Street, Eden Prairie, MN 55334.
ITEM 2. IDENTITY AND BACKGROUND.
EB is a Delaware corporation and EB Acquisition is a Minnesota
corporation. The principal place of business and principal office of each of
EB and EB Acquisition is located at 931 South Matlack Street, West Chester,
PA 19382.
EB is a retailer of electronic games. EB Acquisition, which is
wholly-owned by EB, was formed for the purpose of consummating a cash tender
offer to purchase all of the issued and outstanding shares of Common Stock
pursuant to that certain Agreement and Plan of Merger by and among EB, EB
Acquisition and the Company dated as of March 31, 2000 (the "Merger
Agreement").
During the last five years, neither EB nor EB Acquisition has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such civil
proceeding was or is subject to a judgment, degree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired pursuant to a Shareholder Agreement (the
"Shareholder Agreement") dated as of March 31, 2000 by and between EB and
David R. Pomije (the "Shareholder"), a shareholder of the Company and its
Chairman and Chief
<PAGE>
CUSIP No. 360762108 Page 5 of 6 Pages
Executive Officer. The Shareholder Agreement was entered into a connection
with and as a condition to the execution and delivery of the Merger Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the securities was to help ensure that
the transactions contemplated by the Merger Agreement would be more likely to
occur. Pursuant to the Merger Agreement, EB Acquisition intends to commence a
cash tender offer (the "Tender Offer") to purchase all of the issued and
outstanding shares of Common Stock of the Company. Following completion of
Tender Offer, and subject to satisfaction of certain conditions, EB, EB
Acquisition and the Company intend to merge EB Acquisition with and into the
Company and terminate the separate existence of EB Acquisition. The Merger
Agreement provides that upon the purchase of shares of the Company pursuant
to the Tender Offer, EB will have certain rights to appoint to the Company's
Board a certain number of directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The total of number of shares of Common Stock that EB and EB Acquisition
beneficially own is 1,196,866 shares or such other number of shares of Common
Stock which equals 19.9% of the number of issued and outstanding shares of
Common Stock of the Company (the "Shares"). Neither EB nor EB Acquisition
have effected any transactions in the Common Stock during the past 60 days,
other than as disclosed herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Shareholder Agreement, the Shareholder, among other
things (i) agreed to tender the Shares in the Tender Offer, (ii) agreed not
to transfer or enter into any contract, option or other agreement with
respect to the transfer of the Shares and (iii) granted an irrevocable proxy
to an officer of EB to vote the Shares in accordance with certain voting
objectives, including approval of the transactions contemplated by the Merger
Agreement. Other than as set forth herein and above in Items 3 and 4, there
are no other contracts, agreements, understanding or relationships between
the Company and the Reporting Persons with respect to securities of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Shareholder Agreement(1)
Exhibit B - Agreement and Plan of Merger(2)
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(1) Incorporated by reference from Exhibit No. 2.2 of the EB's Current Report
on Form 8-K dated April 6, 2000.
(2) Incorporated by reference from Exhibit No. 2.1 of the EB's Current Report
on Form 8-K dated April 6, 2000.
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CUSIP No. 360762108 Page 6 of 6 Pages
SIGNATURE
After reasonable 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.
Date: April 7, 2000 ELECTRONICS BOUTIQUE HOLDINGS CORP.
By: /s/ Joseph J. Firestone
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Joseph J. Firestone, President
EB AQUISITION CORPORATION
By: /s/ Joseph J. Firestone
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Joseph J. Firestone, President
