SEC Info - Compusa Inc - ‘SC 13D’ on 10/8/03 re: Good Guys Inc

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Compusa Inc – ‘SC 13D’ on 10/8/03 re: Good Guys Inc

On: Wednesday, 10/8/03, at 11:55am ET · Accession #: 899140-3-794 · File #: 5-36999

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/08/03  Compusa Inc                       SC 13D                 1:22K  Good Guys Inc                     Willkie Fa… Gallagher/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Initial Filing on Schedule 13D                        17     45K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Schedule 13D Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
5	Item 3. Source and Amount of Funds or Other Consideration
6	Item 4. Purpose of Transaction
7	Item 5. Interest in Securities of the Issuer
8	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Good Guys, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

382091106
--------------------------------------------------------------------------------
(CUSIP Number)

Rafael Robles Miaja
--------------------------------------------------------------------------------
Franck, Galicia y Robles, S.C.
Torre del Bosque
Boulevard Manuel Avila Camacho No. 24 piso 7
Mexico 11000, Distrito Federal
52 (55) 5540-9225
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

September 29, 2003
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]

SC 13D 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
1270868.6

SCHEDULE 13D

------------------- ------------------
CUSIP No. 382091106 Page 1 of 12 Pages
------------------- ------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CompUSA Inc.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]

----------- --------------------------------------------------------------------
3 SEC USE ONLY

----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*

WC (see Item 3 of this Schedule 13D)
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]

----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER

2,439,025 (see Item 5(b) of this Schedule 13D)
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,439,025 (see Item 5(b) of this Schedule 13D)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,439,025 (see Item 5(a) of this Schedule 13D)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]

----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.2% (see Item 5(a) of this Schedule 13D)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO
----------- --------------------------------------------------------------------

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This Statement of Beneficial Ownership on Schedule 13D (this "Schedule
13D") is being filed on behalf of CompUSA Inc., a Delaware corporation
("CompUSA"). This Schedule 13D relates to the common stock, par value $0.001 per
share (the "Company Common Stock"), of Good Guys, Inc., a Delaware corporation
(the "Company").

Item 1. Security and Issuer.

This Schedule 13D relates to the Company Common Stock and is being filed
pursuant to Rule 13d-1(a) under the Exchange Act. The address of the principal
executive offices of Good Guys, Inc. is 1600 Harbor Bay Parkway, Suite 200,
Alameda, CA 94502.

Item 2. Identity and Background.

This Schedule 13D is being filed on behalf of CompUSA. Carlos Slim Helu,
Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya
Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit
(collectively, the "Slim Family") are, directly and through a Mexican trust for
which they are the beneficiaries, the owners of a majority of the outstanding
voting securities of U.S. Commercial Corp., S.A. de C.V., a Mexican sociedad
anonima de capital variable ("USCC"). USCC owns a majority of the outstanding
voting securities of CompUSA through Commercial LLC, a Delaware limited
liability company ("Commercial"). USCC is the sole member of Commercial.

The names, states of organization, principal business/office addresses and
the principal businesses of USCC, Commercial and CompUSA, respectively, are set
forth

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SC 13D 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
in (a) through (c) below. The names, business addresses, present principal
occupations and citizenships of the Slim Family and the executive officers and
directors of CompUSA and USCC, respectively, are set forth in Schedule I of this
Schedule 13D, which is incorporated herein by reference. The Slim Family and the
executive officers and directors of CompUSA and USCC, respectively, are referred
to herein as the "Schedule I Persons".

(a) Name and place of organization.

(i) U.S. Commercial Corp., S.A. de C.V. was incorporated in Mexico.

(ii) Commercial LLC was incorporated in Delaware.

(iii) CompUSA Inc. was incorporated in Delaware.

(b) Principal Business/Office Address.

(i) The principal business and office address of USCC is Miguel de
Cervantes Saavedra No. 255, Colonia Ampliacion Granada, Mexico
D.F. CP 11520, Mexico.

(ii) The principal business and office address of Commercial is 1330
Post Oak Boulevard, Suite 2140, Houston, Texas 77056.

(iii) The principal business and office address of CompUSA is 14951 N.
Dallas Parkway, Dallas, Texas 75240.

(i) The principal business of USCC is to act as a holding company
with interests in companies in the retail sector.

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(ii) The principal business of Commercial is making and managing
investments in securities of several companies.

(iii) The principal business of CompUSA is to sell personal computers,
consumer electronics and related products and services,
principally through retail stores located throughout the United
States.

(d) None of CompUSA, Commercial, USCC nor any of the Schedule I Persons
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) None of CompUSA, Commercial, USCC nor any of the Schedule I Persons
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The total amount of funds utilized to acquire the Company Common Stock
beneficially owned by CompUSA as a result of the purchase of the Note (as
defined below in Item 4) was $5,000,000. The funds used to acquire such shares
of Company Common Stock were obtained by CompUSA from USCC, which funded the
purchase with its working capital.

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Item 4. Purpose of Transaction.

On July 29, 2003, CompUSA made an investment in the Company in the
aggregate principal amount of $5,000,000, in exchange for an unsecured
subordinated convertible promissory note (the "Note"), issued by the Company and
its wholly owned subsidiary, Good Guys California, Inc. ("Good Guys
California"), which is convertible into shares of Company Common Stock, at a
conversion price of $2.05 per share. The Company and CompUSA entered into a
Registration Rights Agreement dated as of September 29, 2003 (the "Registration
Rights Agreement") in connection with the issuance of the Note. Pursuant to the
Registration Rights Agreement, the Company agreed, under certain circumstances,
to register with the Securities and Exchange Commission (the "SEC") the shares
of Company Common Stock into which the Note is convertible. Also in connection
with the issuance of the Note, the Company, CompUSA, Bank of America, N.A., Good
Guys California, Inc. and General Electric Capital Corporation entered into an
Intercreditor and Subordination Agreement dated as of September 29, 2003 (the
"Intercreditor Agreement"), pursuant to which creditors of the Company and Good
Guys California agreed to subordinate the obligations represented by the Note to
certain senior debt obligations of the Company and Good Guys California.

The issuance of the Note and the execution of the Registration Rights
Agreement and Intercreditor Agreement were effected in connection with the
entering into of an Agreement and Plan of Merger (the "Merger Agreement"), dated
as of September 29, 2003 by and among the Company, CompUSA and Gladiator
Acquisition Corp. ("Merger Sub"). Pursuant to the terms of the Merger Agreement,
each share of

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Company Common Stock will be converted into the right to receive $2.05 in cash
following the Merger (defined below).

Pursuant to the Merger Agreement, among other things, (i) Merger Sub will
merge with and into the Company (the "Merger"), (ii) the Company shall continue
in existence as the surviving corporation in the Merger (the "Surviving
Corporation"), (iii) the Surviving Corporation will become a wholly-owned
subsidiary of CompUSA, (iv) the directors of the Surviving Corporation shall be
the initial directors of Merger Sub, (v) the Restated Certificate of
Incorporation of the Company as in effect immediately prior to the Effective
Time (as defined in the Merger Agreement) shall be the certificate of
incorporation of the Surviving Corporation until thereafter amended and (vi) the
by-laws of Merger Sub as in effect immediately prior to the Effective Time shall
be the by-laws of the Surviving Corporation until thereafter amended. Following
the consummation of the Merger, the shares of Company Common Stock will be
delisted from the Nasdaq National Market and their registration under the
Securities Act of 1933, as amended, will be terminated.

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, CompUSA beneficially directly owns 2,439,025
shares of Company Common Stock, through its ownership of the convertible Note
(the "CompUSA Owned Shares"). The CompUSA Owned Shares represent approximately
8% of the outstanding class of Company Common Stock, based on 27,267,690 shares
of Company Common Stock outstanding as of September 29, 2003, as indicated in
the Merger Agreement. None of USCC, Commercial nor, to the best of their and

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CompUSA's knowledge, any of the Schedule I Persons beneficially own any shares
of Company Common Stock.

(b) CompUSA has the sole power to vote (or direct the vote) or to dispose
(or direct the disposition) of the 2,439,025 shares of Company Common Stock
reported herein.

(c) During the last 60 days, there were no transactions effected in the
Company Common Stock by CompUSA, Commercial, USCC or, to the best of their
knowledge, any of the Schedule I Persons.

(d) Except as set forth in this Item 5, no person other than each
respective record owner of the Company Common Stock referred to in this Schedule
13D is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Company Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

None.

Item 7. Material to be Filed as Exhibits.

1. Agreement and Plan of Merger, dated as of September 29, 2003, by and
among Good Guys, Inc., CompUSA Inc. and Gladiator Acquisition Corp.,
incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K,
dated September 30, 2003, filed by Good Guys, Inc.

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2. Registration Rights Agreement, dated as of September 29, 2003, by and
among Good Guys, Inc. and CompUSA Inc., incorporated by reference to Exhibit
10.35 to the Current Report on Form 8-K, dated September 30, 2003, filed by Good
Guys, Inc.

3. Intercreditor and Subordination Agreement, dated as of September 29,
2003, by and among CompUSA Inc., Good Guys California, Inc., Good Guys, Inc.,
Bank of America, N.A. and General Electric Capital Corporation, incorporated by
reference to Exhibit 10.38 to the Current Report on Form 8-K, dated September
30, 2003, filed by Good Guys, Inc.

4. Unsecured Subordinated Convertible Promissory Note, dated September 29,
2003, issued by Good Guys California, Inc. and Good Guys, Inc., incorporated by
reference to Exhibit 10.34 to the Current Report on Form 8-K, dated September
30, 2003, filed by Good Guys, Inc.

-8-

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: October 8, 2003 COMPUSA INC.

By: /s/ Mark Walker
------------------------------
Name: Mark Walker
Title: Executive Vice President,
General Counsel

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SCHEDULE I

Set forth below is the name, business address, citizenship, position and
present principal occupation of the Slim Family and each of the executive
officers and directors of CompUSA and USCC, respectively, and the name,
principal business and address of their respective employers. Except as
indicated below, each such person is a Mexican citizen.

THE SLIM FAMILY
---------------

Except as otherwise indicated below, the business address of each such person is
Paseo de las Palmas 736, Colonia Lomas de Chapultepec, 11000 Mexico D.F.,
Mexico.

[Enlarge/Download Table]

Name, Principal Business and
Name Principal Occupation Address of Employer
---- -------------------- ----------------------------

Carlos Slim Helu Chairman of the Board of Telefonos de Grupo Financiero Inbursa, S.A.
Mexico, S.A. de C.V. de C.V.

Financial Services

Paseo de las Palmas 736,
Colonia Lomas de
Chapultepec, 11000
Mexico, D.F.

Carlos Slim Domit Chief Executive Officer of Grupo Grupo Sanborns, S.A. de C.V.
Sanborns, S.A. de C.V.

Retail

Calvario 100, Colonia
Tlalpan, 14000 Mexico, D.F

Marco Antonio Slim Domit Chief Executive Officer of Grupo Grupo Financiero Inbursa, S.A.
Financiero Inbursa, S.A. de C.V. de C.V.

Financial Services

Paseo de las Palmas 736,
Colonia Lomas de
Chapultepec, 11000
Mexico, D.F.

SC 13D 12th Page of 17 TOC 1st Previous Next ↓Bottom Just 12th
Patrick Slim Domit Director Comercial de Mercado Masivo of Telefonos de Mexico, S.A. de C.V.
Telefonos de Mexico, S.A. de C.V.
Telecommunications

Av. Insurgentes Sur 3500,
2(0). Piso, Colonia Pena
Pobre, 14060 Mexico, D.F.

Maria Soumaya Slim Domit Private Investor None

Vanessa Paola Slim Domit Private Investor None

Johanna Monique Slim Domit Private Investor None

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EXECUTIVE OFFICERS AND DIRECTORS
OF COMPUSA
--------------------------------

Except as otherwise indicated below, the business address of each such
person is 14951 North Dallas Parkway, Dallas, Texas 75240.

[Enlarge/Download Table]

NAME, PRINCIPAL
OCCUPATION IN THE PRESENT PRINCIPAL BUSINESS AND
NAME COMPANY OCCUPATION ADDRESS OF EMPLOYER
---- ----------------- ----------------- -------------------

Carlos Slim Domit Director Chief Executive Grupo Sanborns, S.A. de
Officer of Grupo C.V.
Sanborns, S.A. de
C.V. Retail

Calvario 100,
Colonia Tlalpan,
14000 Mexico, D.F

Harold F. Compton Director/Executive President, Chief Provided in Item 2
(American citizen) Officer Executive Officer
of CompUSA

Ignacio Cobo Director Technology Director Grupo Sanborns, S.A. de
Trujillo C.V.

Retail

Calvario No. 106
Colonia Tlalpan
14000 Mexico, D.F.

Arturo Elias Director Director de Telefonos de Mexico,
Alianzas S.A. de C.V.
Estrategicas,
Comunicaciones y Telecommunications
Relaciones
Institucionales Parque Via 190,
Telefonos de piso 7, Colonia
Mexico, S.A. de C.V. Cuauhtemoc, 06599
Mexico, D.F.

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Javier Larraza Director/Executive Executive Vice Provided in Item 2
Officer President -
Corporate Services,
Chief Financial
Officer

Lawrence Mondry Director/Executive President of Provided in Item 2
(American citizen) Officer CompUSA Stores,
Chief Operating
Officer

Eduardo Peralta Director Vice President of Grupo Sanborns, S.A. de
Rosado Grupo Sanborns, C.V.
S.A. de C.V.
Retail

Calvario 100,
Colonia Tlalpan,
14000 Mexico, D.F.

Eduardo Zea Mir Director Chief Executive Sears Roebuck de Mexico,
Officer of Sears S.A. de C.V.
Roebuck de Mexico,
S.A. de C.V. Retail

Av. Vasco de
Quiroga 3800
01210 Mexico, D.F.

Anthony Weiss Executive Officer Executive Vice Provided in Item 2
(American citizen) President - General
Merchandise Manager

Mark Walker Executive Officer Executive Vice Provided in Item 2
(American citizen) President, General
Counsel

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EXECUTIVE OFFICERS AND DIRECTORS
OF U.S. COMMERCIAL CORP., S.A. DE C.V.
--------------------------------------

Except as otherwise indicated below, the business address of each such
person is Miguel de Cervantes Saavedra No. 255, Col. Ampliacion Granada Mexico
D.F., CP 11520, Mexico.

[Enlarge/Download Table]

NAME, PRINCIPAL BUSINESS
PROPRIETARY MEMBERS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYER
------------------- ---------------------------- -----------------------

Carlos Slim Domit Chief Executive Officer of Grupo Sanborns, S.A. de C.V.
Grupo Sanborns, S.A. de C.V.
Retail

Calvario 100,
Colonia Tlalpan,
14000 Mexico, D.F

Angel Eduardo Peralta Rosado Vice President of Grupo Grupo Sanborns, S.A. de C.V.
Sanborns, S.A. de C.V.
Retail

Calvario 100,
Colonia Tlalpan,
14000 Mexico, D.F

Rafael Moises Kalach Mizrahi Chairman and General Manager Grupo Kaltex, S.A. de C.V.
of Grupo Kaltex, S.A. de C.V.
Textile

Ingenieros Militares 2,
9o. Piso, Colonia
Empleado Municipal,
53380 Naucalpan de
Juarez, Estado de Mexico

Agustin Santamarina Vazquez Of-counsel of Santamarina y Santamarina y Steta, S.C.
Steta, S.C.
Legal Counsel

Campos Eliseos 345, 2o.
piso, Colonia
Chapultepec Polanco,
11560 Mexico, D.F.

SC 13D 16th Page of 17 TOC 1st Previous Next ↓Bottom Just 16th
Patrick Slim Domit Director Comercial de Mercado Telefonos de Mexico, S.A. de
Masivo C.V.
Telefonos de Mexico, S.A. de
C.V. Telecommunications

Av. Insurgentes Sur
3500, 2(0). Piso,
Colonia Pena Pobre,
14060 Mexico, D.F.

ALTERNATE MEMBERS

Arturo Elias Ayub Director de Alianzas Telefonos de Mexico, S.A. de
Estrategicas, C.V.
Comunicacion y Relaciones
Institucionales Telecommunications
Telefonos de Mexico, S.A. de
C.V. Parque Via 190, piso 7,
Colonia Cuauhtemoc,
06599 Mexico, D.F.

Eduardo Zea Mir Chief Executive Officer of Sears Roebuck de Mexico, S.A.
Sears Roebuck de Mexico, S.A. de C.V.
de C.V.
Retail

Av. Vasco de
Quiroga 3800 01210
Mexico, D.F.

Alfonso Salem Slim Chief Executive Officer of Hoteles Calinda
Hoteles Calinda
Hotel Operator

Paseo de las Palmas
736, Colonia Lomas
de Chapultepec,
11000 Mexico, D.F.

Eduardo Valdes Acra Chief Executive Officer of Inversora Bursatil, S.A. de
Inversora Bursatil, S.A. de C.V.
C.V.,
Chairman of Banco Inbursa, Brokerage House
S.A.

Paseo de las Palmas
736, Colonia Lomas
de Chapultepec,
11000 Mexico, D.F.

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Daniel Hajj Aboumrad Chief Executive Officer of America Movil, S.A. de C.V.
America Movil
Mobile Telecommunications

Lago Alberto 366,
Colonia Anahuac, 11320
Mexico, D.F.

Rafael Robles Miaja Secretary Franck, Galicia y Robles, S.C.

Legal Counsel

Blvd. Manuel Avila
Camacho 24, 7o.
piso, Colonia Lomas
de Chapultepec,
11000 Mexico, D.F.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	10/8/03	10		10-Q
	9/30/03	8	9	8-K
	9/29/03	1	9
	7/29/03	6
				List all Filings

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Filing Submission 0000899140-03-000794 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Compusa Inc – ‘SC 13D’ on 10/8/03 re: Good Guys Inc

On: Wednesday, 10/8/03, at 11:55am ET · Accession #: 899140-3-794 · File #: 5-36999

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents