Filed pursuant to Rule 424(b)(3) of the Rules
and Regulations Under the Securities Act of 1933.
Registration Nos. 333-70060 and
333-70060-01 through 333-70060-22
PROSPECTUS SUPPLEMENT NO. 2
BEST BUY CO., INC.
Convertible Debentures due June 27, 2021
Guaranteed as to Payment of Principal and Interest
By Certain Subsidiaries of Best Buy Co., Inc.
This prospectus supplement supplements the prospectus dated October 9, 2001 of Best Buy Co., Inc. and its Restricted Subsidiaries, as supplemented October 19, 2001, relating to the sale by certain of our securityholders (including their pledgees, donees, assignees, transferees, successors and others who later hold any of our securityholders' interests) of up to $492,400,000 aggregate principal amount at maturity of the debentures and the shares of common stock issuable upon conversion of the debentures. You should read this prospectus supplement in conjunction with the prospectus and prospectus supplement no. 1, and this prospectus supplement is qualified by reference to the prospectus, as supplemented, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus, as supplemented. Capitalized terms used in this prospectus supplement have the meanings specified in the prospectus.
The table in the "Selling Securityholders" section of the prospectus, as supplemented, is hereby further supplemented to add the entities named below as selling securityholders:
may be Sold
that may be Sold
may be Sold (1)
|Bank Austria Cayman Islands LTD||$11,700,000||$11,700,000||2.4%||92,095||*|
|Canyon Capital Arbitrage Master Fund||4,000,000||4,000,000||*||31,485||*|
|Canyon MAC 18 LTD (RMF)||1,400,000||1,400,000||*||11,019||*|
|Canyon Value Realization Fund (Cayman), Ltd.||9,600,000||9,600,000||1.9%||75,565||*|
|Canyon Value Realization Fund, L.P.||5,000,000||5,000,000||1.0%||39,357||*|
|Ramius Capital Group||750,000||750,000||*||5,903||*|
|RAM Trading Ltd||2,500,000||2,500,000||*||19,678||*|
|RCG Halifax Master Fund, LTD||350,000||350,000||*||2,754||*|
|RCG Latitude Master Fund LTD.||2,650,000||2,650,000||*||20,859||*|
|RCG Multi Strategy LP||550,000||550,000||*||4,329||*|
Investing in the debentures and our common stock involves risks. See "Risks Related to the Debentures" on page 11 of the prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is November 9, 2001.