SC TO-T/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ SCHEDULE TO-T/A (Rule 14d-100) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 __________________ FUNCO, INC. (Name of Subject Company (Issuer)) B&N ACQUISITION CORPORATION, a wholly-owned indirect subsidiary of BARNES & NOBLE, INC. (Names of Filing Persons (Offerors)) Common Stock, par value $.01 per share (Title of Class of Securities) 360762108 (CUSIP Number of Class of Securities) Maureen O'Connell, Chief Financial Officer Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 (212) 633-3300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) COPY TO: Stuart A. Gordon, Esq. Robinson Silverman Pearce Aronsohn & Berman LLP 1290 Avenue of the Americas New York, NY 10104 (212) 541-2000 June 2, 2000 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $161,809,233 $32,362 * Estimated for purposes of calculating the amount of filing fee only. This calculation assumes the purchase of all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Funco, Inc. (the "Company") at a price per Share of $24.75 in cash, without interest. As of May 12, 2000, there were (i) 6,124,086 Shares outstanding and (ii) 785,155 Shares reserved for issuance for outstanding options to acquire Shares from the Company. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction Value. [X] Check box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $32,362 Form or Registration No.: Schedule TO Filing Party: Barnes & Noble, Inc. and B&N Acquisition Corporation Date Filed: May 16, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 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. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] TENDER OFFER This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on May 16, 2000 by B&N Acquisition Corporation, a Minnesota corporation ("Purchaser") and a wholly-owned indirect subsidiary of Barnes & Noble, Inc., a Delaware corporation ("Parent"). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Shares"), of Funco, Inc., a Minnesota corporation (the "Company"), for a price of $24.75 per share , net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2000, and in the related Letter of Transmittal (which, as either may be amended or supplemented, together constitute the "Offer"). Item 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by the following: (c) On June 1, 2000, Parent issued a press release announcing the early termination of the Hart-Scott-Rodino waiting period in respect of the Offer, a copy of which is attached hereto as Exhibit (a)(8) and is incorporated herein by reference. Item 12. MATERIALS TO BE FILED AS EXHIBITS. * (a)(1) Offer to Purchase, dated May 16, 2000. * (a)(2) Letter of Transmittal. * (a)(3) Notice of Guaranteed Delivery. * (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * (a)(7) Summary Advertisement, dated May 16, 2000. (a)(8) Press Release issued by Parent on June 1, 2000. * (b)(1) Amended and Restated Credit Agreement, dated as of November 18, 1997 (the "Credit Agreement"), among Parent, its subsidiaries, The Chase Manhattan Bank (National Association), as Administrative Agent, and the Banks party thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 10-K of Parent filed on May 1, 1998). * (b)(2) Amendment No. 2, dated as of October 21, 1999, to the Credit Agreement (incorporated by reference to Exhibit 10.2 to the Report on Form 10-K of Parent filed on April 28, 2000). * (d)(1) Agreement and Plan of Merger, dated as of May 4, 2000, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K of Parent filed on May 10, 2000). * (d)(2) Shareholder Agreement, dated as of May 4, 2000, by and between Parent and David R. Pomije (incorporated by reference to Exhibit 2.2 to the Report on Form 8-K of Parent filed on May 10, 2000). * (d)(3) Letter Agreement (Original Confidentiality Agreement), dated as of April 21, 1999, by and between the Company and Babbage's Etc. LLC ("Babbage's"). * (d)(4) Letter Agreement (Supplemental Confidentiality Agreement), dated as of April 7, 2000, by and among the Company, Parent and Babbage's. (g) Not applicable. (h) Not applicable. -------------- * Previously filed. SIGNATURE 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: June 2, 2000 BARNES & NOBLE, INC. By:/s/ Maureen O'Connell --------------------------------------- Maureen O'Connell Chief Financial Officer B&N ACQUISITION CORPORATION By:/s/ Maureen O'Connell --------------------------------------- Maureen O'Connell Vice President