At a special meeting, Hastings Entertainment shareholders yesterday approved its merger, announced in March, with subsidiaries of National Entertainment Collectibles Association, a major supplier to Hastings of movie, book and video game merchandise and collectibles that is wholly owned by Joel Weinshanker.
Immediately after the meeting, Hastings said that the merger has been completed: Hastings shareholders are receiving $3 per share, and Hastings has been merged with Hendrix Acquisition Corp. The resulting company, called Hastings, has become a wholly owned subsidiary of Draw Another Circle, which is owned by National Entertainment Collectibles Association.
Weinshanker commented: "It's an honor and a privilege to be able to be part of the next chapter of such an important American retailer as Hastings. We will continue to run the business with the same ethical standards and values that the Marmadukes founded and built the chain on."
Founded in 1968, Hastings sells new and used books, videos, video games and CDs, trend and consumer electronics merchandise, and rents videos and video games. The company has 126 superstores, averaging about 24,000 square feet, mostly in medium-sized markets. It also operates three concept stores: Sun Adventure Sports, in Amarillo and Lubbock, Tex., and Tradesmart, in Littleton, Colo.
Under the terms of the merger agreement, longtime Hastings chairman and CEO John H. Marmaduke and CFO Dan Crow are leaving the company and receiving payments of, respectively, $1.5 million and $750,000, "net of standard payroll deductions and withholdings." Both executives are waiving parts of their Hastings contracts that relate to severance and "change in control" of the company.
Shares owned by chairman and CEO John H. Marmaduke and related groups and people totaled 30.4% of Hastings stock and were held by Marmaduke, the John H. Marmaduke Family Limited Partnership and Martha A. Marmaduke. John H. Marmaduke's father, Sam Marmaduke, founded Hastings. John H. Marmaduke was named president of Hastings in 1973.
