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):
AUGUST 31, 1998
COMPUSA INC.
(Exact name of registrant as specified in is charter)
Delaware 001-11566 752261497
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
14951 North Dallas Parkway, Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(972) 982-4000
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 1998, pursuant to a Stock Purchase Agreement dated June
21, 1998, as amended (the "Stock Purchase Agreement"), CompUSA Inc. (the
"Registrant"), a Delaware corporation, acquired all the outstanding capital
stock of Computer City, Inc. ("CCI"), a Delaware corporation, from Tandy
Corporation ("Tandy"), a Delaware corporation, for a purchase price of
$210,950,000. The purchase price, which is subject to certain post-closing
adjustments, consisted of (i) a subordinated promissory note (the "Seller
Note") in the principal amount of $136,000,000 and (ii) a cash payment of
$74,950,000. The principal of the Seller Note is payable to Tandy in 14
equal semiannual installments during the period beginning December 31, 2001
and ending June 30, 2008. Interest on the Seller Note accrues at a rate of
9.48% per annum and is payable semiannually each June 30 and December 31
beginning December 31, 1998. The Seller Note ranks pari passu with the
Registrant's outstanding 9 1/2% Senior Subordinated Notes due 2000 and is
subordinated in right of payment to the Registrant's senior indebtedness.
The purchase price was equal to the net book value of CCI on the closing
date, as adjusted in accordance with the Stock Purchase Agreement, less
$48,700,000.
The acquired operations include 96 retail stores located in the United
States, 58 of which the Registrant currently intends to close; seven retail
stores in Canada, none of which the Registrant currently intends to close;
and six corporate sales and/or training offices, five of which the Registrant
currently intends to close. The Registrant also acquired a call center and
technical configuration center located in the Dallas/Fort Worth area, both of
which the Registrant currently intends to operate. The acquired stores in
the United States will operate under the Registrant's name, while those in
Canada will be operated under the "Computer City" name. All of the acquired
stores that will be operated by the Registrant will continue to offer
personal computers and related products and services and will be converted to
the Registrant's format and merchandise mix.
The foregoing is qualified by reference to the Stock Purchase Agreement,
which is filed as an exhibit to this Report and incorporated herein by
reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses being acquired.
(b) Pro forma financial information.
The historical financial statements and information of CCI required by
Item 7(a) and the pro forma financial statements and information
required by Item 7(b) will be filed by amendment to this Report no
later than 60 days after the date on which this Report is required to
be filed.
(c) Exhibits.
Exhibit 2.1 - Stock Purchase Agreement dated as of June 21, 1998
between the Registrant, as buyer, and Tandy
Corporation, as seller (the "Stock Purchase
Agreement").
Exhibit 2.2 - Amendment dated August 31, 1998 to the Stock
Purchase Agreement.
Exhibit 2.3 - Subordinated Promissory Note dated August 31, 1998
of the Registrant in the principal amount of
$136,000,000 payable to Tandy Corporation.
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SIGNATURES
Pursuant to the requirement 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.
Date: September 15, 1998 CompUSA Inc.
By: /s/ Mark R. Walker
-----------------------------------------
Mark R. Walker, Senior Vice President and
General Counsel
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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2.1 Stock Purchase Agreement dated as of June 21, 1998
between the Registrant, as buyer, and Tandy
Corporation, as seller (the "Stock Purchase
Agreement").
2.2 Amendment dated August 31, 1998 to the Stock Purchase
Agreement.
2.3 Subordinated Promissory Note dated August 31, 1998 of
the Registrant in the principal amount of $136,000,000
payable to Tandy Corporation.