SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2000
CompUSA Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-11566 75-2261497
(Commission File Number) (I.R.S. Employer Identification No.)
14951 North Dallas Parkway
Dallas, Texas 75240
(Address of principal executive offices)
Registrant's telephone number, including
area code: (972) 982-4000
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 23, 2000, CompUSA Inc., a Delaware corporation (the "Company"),
entered into a Merger Agreement, dated as of January 23, 2000, by and among the
Company, Grupo Sanborns, S.A. de C.V., a corporation organized under the laws of
the United Mexican States ("Grupo Sanborns") and TPC Acquisition Corp., a
Delaware corporation and subsidiary of Grupo Sanborns ("TPC"), providing for a
cash tender offer by TPC for all outstanding shares of common stock, $0.01 par
value (the "Shares"), of the Company not owned by Grupo Sanborns or its
affiliates for $10.10 per Share, and following the tender offer, a merger of TPC
with the Company. In connection with the Merger Agreement, the Company entered
into Amendment No. 1 to Rights Agreement (the "Amendment"), dated as of January
23, 2000, between the Company and American Stock Transfer & Trust Company. On
January 24, 2000, Grupo Sanborns and the Company issued a joint press release
(the "Press Release") announcing the execution of the Merger Agreement.
The Merger Agreement, the Amendment and the Press Release are attached
hereto as Exhibits 2.1, 4.1 and 99.1, respectively, and are incorporated herein
by reference. The description of the Merger Agreement set forth above does not
purport to be complete and is qualified in its entirety by reference to the
provisions of such agreement.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses being acquired: Not Applicable.
(b) Pro forma financial information: Not Applicable.
(c) Exhibits:
2.1 Merger Agreement, among Grupo Sanborns, S.A. de C.V., TPC
Acquisition Corp. and CompUSA Inc., dated as of January 23, 2000.
4.1 Amendment No. 1 to Rights Agreement, between CompUSA Inc. and
American Stock Transfer & Trust Company, dated as of January 23,
2000.
99.1 Press Release, dated as of January 24, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CompUSA Inc.
Dated: January 26, 2000 By: /s/ James E. Skinner
------------------------------
James E. Skinner
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Merger Agreement, among Grupo Sanborns, S.A. de C.V., TPC
Acquisition Corp. and CompUSA Inc., dated as of January 23,
2000.
4.1 Amendment No. 1 to Rights Agreement, between CompUSA Inc.
and American Stock Transfer & Trust Company, dated as of
January 23, 2000.
99.1 Press Release, dated as of January 24, 2000.
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