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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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FUNCO, INC.
(Name of Subject Company)
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FUNCO, INC.
(Name of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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360762108
(CUSIP Number of Class of Securities)
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DAVID R. POMIJE
10120 WEST 76TH STREET
EDEN PRAIRIE, MINNESOTA 55344
(952) 946-8883
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person Filing Statement)
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COPIES TO:
PHILIP S. GARON, ESQ.
FAEGRE & BENSON LLP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 336-3000
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[X] CHECK THE BOX IF THE FILING RELATES TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT DATE OF A TENDER OFFER.
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[Funco, Inc. Letterhead]
FOR IMMEDIATE RELEASE
CONTACT:
Stanley A. Bodine
President
Funco, Inc.
612-946-8883
FUNCO RECEIVES REVISED ACQUISITION PROPOSAL FROM
ELECTRONICS BOUTIQUE AT $21 PER SHARE
MINNEAPOLIS, MN, April 20, 2000 -- Funco, Inc. (Nasdaq: FNCO) announced that it
has received a written proposal from Electronics Boutique Holdings Corp. to
increase its acquisition price for Funco to $21 per share in cash, or
approximately $135 million in the aggregate. Funco's existing merger agreement
with Electronics Boutique (the "EB Merger Agreement"), entered into on March 31,
2000, provides for a $17.50 per share acquisition price.
Funco announced on April 13, 2000, that it had given notice to
Electronics Boutique of Funco's intent to enter into a merger agreement with
Barnes & Noble, Inc. at a price of $21 per share in cash, the same price that is
now proposed by Electronics Boutique. That statement of intent is not binding on
Funco. Under the terms of the EB Merger Agreement, Electronics Boutique had five
business days after such written notice to propose adjustments to the terms of
the EB Merger Agreement.
Funco's Board of Directors will meet to consider Electronics Boutique's
$21 per share proposal.
Funco currently owns and operates 401 retail stores, that are
predominately located in strip malls throughout the United States, and also
operates an e-commerce division, located at http://www.funcoland.com.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES OF FUNCO, INC. AT THE TIME AN OFFER IS COMMENCED FUNCO,
INC. WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THE OFFEROR
WILL FILE A TENDER OFFER STATEMENT WITH THE COMMISSION. THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE
AVAILABLE TO ALL SHAREHOLDERS OF FUNCO, INC. AT NO EXPENSE TO THEM. THE TENDER
OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.