SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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. 2)*
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)
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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)
CUSIP No. 209432107
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.
This Amendment No. 2 (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, 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:
Subject to the applicable regulations of the Commission and to the
terms of the Merger Agreement, Purchaser expressly reserve the right, in
its sole discretion, at any time and from time to time, (i) to delay
acceptance for payment of, or, regardless of whether such Shares were
theretofore accepted for payment, payment for, any Shares pending receipt
of any necessary regulatory approval or in order to comply in whole or in
part with any applicable law and (ii) to terminate the Offer and not accept
for payment any Shares if any of the conditions to the Offer have not been
satisfied or upon the occurrence of any of the events set forth in Section
14, in either case by giving oral or written notice of such delay or
termination to the Depositary. Purchaser's right to delay the payment for
Shares which Purchaser has accepted for payment is limited by Rule 14e-1(c)
under the Exchange Act, which requires that a bidder pay the consideration
offered or return tendered securities promptly after the termination or
withdrawal of the Offer.
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 23, 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