<SUBMISSION>
<ACCESSION-NUMBER>0000950109-01-505711
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20011217
<GROUP-MEMBERS>EM HOLDINGS, INC.
<GROUP-MEMBERS>EMPIRE ACQUISITION CORP.
<GROUP-MEMBERS>LAP SHUN HUI
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EMACHINES INC /DE/
<CIK>0001090710
<ASSIGNED-SIC>5045
<IRS-NUMBER>943311182
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-59901
<FILM-NUMBER>1814874
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
<PHONE>7144812828
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EMACHINES INC /DE/
<CIK>0001090710
<ASSIGNED-SIC>5045
<IRS-NUMBER>943311182
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13E3/A
<ACT>34
<FILE-NUMBER>005-59901
<FILM-NUMBER>1814875
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
<PHONE>7144812828
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>HUI LAP SHUN
<CIK>0001162053
<ASSIGNED-SIC>
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7373 HUNT AVE
<STREET2>KDS USA
<CITY>GARDEN GROVE
<STATE>CA
<ZIP>92841
<PHONE>7143795599
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7373 HUNT AVE
<STREET2>KDS USA
<CITY>GARDEN GROVE
<STATE>CA
<ZIP>92841
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>dsctota.txt
<DESCRIPTION>SC TO-T AMENDMENT NO. 3
<TEXT>
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                  SCHEDULE TO
           TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 3)

                                EMACHINES, INC.
                      (Name of Subject Company (Issuer))

                               EM Holdings, Inc.
                           Empire Acquisition Corp.
                                 Lap Shun Hui
                   (Name of 14d-1 and 13e-3 Filing Persons)

                                 Common Stock
                        (Title of Class of Securities)

                                  29076P 10 Z
                     (CUSIP Number of Class of Securities)

                              Lap Shun (John) Hui
                               7373 Hunt Avenue
                        Garden Grove, California 92841
                                (714) 890-8388

 (Name, address, and Telephone Number of Persons Authorized to Receive Notices
        and Communications on Behalf of the Person(s) Filing Statement)

                                With a copy to:
                             Murray Markiles, Esq.
                   Akin, Gump, Strauss, Hauer & Feld L.L.P.
                      2029 Century Park East, Suite 2400
                         Los Angeles, California 90067
                                (310) 229-1000

                               -----------------

                           Calculation of Filing Fee
               Transaction valuation*    Amount of filing fee**
               ----------------------    ----------------------
                    $160,998,402                 $32,200
--------
*  Estimated for purposes of filing fee only. Calculated as the sum of (a)
   $154,284,674, the product of $1.06, the per share tender offer price for all
   the outstanding shares of common stock of eMachines, Inc. (the "Common
   Shares"), and 145,551,579, the outstanding shares sought in the offer, and
   (b) $6,713,728 the cost to purchase the common stock issuable pursuant to
   the outstanding options.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
   the Securities Exchange Act of 1934, as amended, equals 1/50/th/ of one
   percent of the aggregate value of the cash offered by Empire Acquisition
   Corp. for such number of Common Shares and the shares issuable pursuant to
   the outstanding options.
[X] Check the 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.

<TABLE>
<S>                      <C>         <C>            <C>
Amount Previously Paid.. $32,200     Filing Parties EM Holdings, Inc.
                                                    Empire Acquisition Corp.
                                                    Lap Shun Hui
                                                    (14d-1 and 13e-3 filing parties)

Form or Registration No. Schedule TO Date Filed.... November 27, 2001
</TABLE>

[_] 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.
   [X] 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: [_]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

   This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed with the SEC on November 27, 2001, as amended and
supplemented by Amendment No. 1 filed with the SEC on November 29, 2001 and
Amendment No. 2 filed with the SEC on December 5, 2001 (the "Schedule TO"),
relating to the offer by Empire Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a direct wholly-owned subsidiary of EM Holdings, Inc. (the
"Parent"), a Delaware corporation, to purchase all of the issued and
outstanding shares of common stock of eMachines, Inc. (the "Company"), a
Delaware corporation, at a price of $1.06 per share of common stock, net to the
seller in cash, without interest, less any required withholding taxes upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 27, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as they may be amended and supplemented from time to time,
together constitute the "Offer"). Copies of the Offer to Purchase and the
Letter of Transmittal were filed as Exhibits (a)(1) and (a)(2), respectively,
to the Schedule TO, as amended.

ALL ITEMS.

   The information in the Schedule TO, as amended, is hereby expressly
incorporated herein by reference in response to all of the items of this
Amendment No. 3, except as otherwise set forth below. You should read this
amendment together with the Schedule TO we filed on November 27, 2001, the
Amendment No. 1 to Schedule TO we filed on November 29, 2001 and the Amendment
No. 2 to Schedule TO we filed on December 5, 2001.

ITEM 11.

   Item 11 of Schedule TO is hereby amended and supplemented as follows:

   The section of the Offer to Purchase entitled "THE TENDER OFFER--Certain
Legal Matters--Certain Litigation" is amended by adding the following paragraph
at the end of the last paragraph:

      On December 14, 2001, a Temporary Restraining Order and Order Setting
   Hearing of Preliminary Injunction, (or the "TRO") was issued by the 172nd
   Judicial District Court of Jefferson County, Texas in the matter of David
   Packard, on behalf of himself and all others similarly situated, v.
   eMachines, Inc., (Case No. 165,336). The underlying case is a class action
   seeking recovery for alleged defects in the floppy disk controllers
   contained in certain of eMachines computers. The TRO contends that an
   intervenor-plaintiff and the purported class members would be injured upon
   the merger of eMachines into our parent because eMachines would be left with
   insufficient funds to satisfy the alleged warranty claims of the
   intervenor-plaintiff and members of the purported class. The TRO restrains
   eMachines (including its officers and directors) from consummating the
   merger with our parent and from using the assets of eMachines to pay or
   satisfy any debts or obligations of another person. The court set a hearing
   on the intervenor-plaintiff's request for a preliminary injunction for
   December 31, 2001 and required the intervenor-plaintiff to post a $5,000
   bond. The temporary restraining order expires on December 28, 2001 at 5:00
   p.m.

   The full text of the joint press release issued by Parent and the Company on
December 14, 2001 announcing the issuance of the Temporary Restraining Order
and Order Setting Hearing of Preliminary Injunction is filed as Exhibit (a)(9).

                                      2

<PAGE>

ITEM 12. EXHIBITS.

<TABLE>
<C>    <S>
(a)(1) Offer to Purchase, dated November 27, 2001.*
(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) Text of Press Release issued by EM Holdings, Inc. on November 9, 2001.**
(a)(7) Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc. on November 20, 2001.***
(a)(8) Summary Advertisement published in the Wall Street Journal on November 27, 2001.*
(a)(9) Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc. on December 14, 2001.
(b)(1) Credit Agreement, dated November 26, 2001, by and among Empire Acquisition Corp., EM Holdings,
       Inc., UBS AG, Stamford Branch and UBS Warburg LLC.*
(c)(1) Fairness Opinion, dated as of November 19, 2001, by Credit Suisse First Boston.*
(c)(2) Fairness Opinion, dated as of November 19, 2001, by Averil Capital Markets Group, Inc.*
(c)(3) Presentation to the Board of Directors by Credit Suisse First Boston Corporation on November 18,
       2001.*
(d)(1) Amended and Restated Agreement and Plan of Merger, dated November 26, 2001, by and among EM
       Holdings, Inc., Empire Acquisition Corp. and eMachines, Inc.*
(d)(2) Buyer Option Agreement dated November 19, 2001, by and among EM Holdings, Inc., Empire
       Acquisitions Corp. and eMachines, Inc.***
(d)(3) Stock Purchase Agreement, dated October 30, 2001, by and between Lap Shun Hui and ideallab!
       Holdings, L.L.C.****
(d)(4) Confidentiality Agreement, dated November 12, 2001, by and among EM Holdings, Inc., eMachines,
       Inc. and Lap Shun (John) Hui.*
(f)    Section 262 of the Delaware General Corporation Law regarding appraisal rights.*
(g)    None.
(h)    None.
</TABLE>
--------
*    Previously filed on Schedule TO with the SEC on November 27, 2001.
**   Previously filed as Exhibit 99.1 of Schedule TO-C filed with the SEC on
     November 14, 2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap
     Shun Hui.
***  Previously filed on Schedule TO-C with the SEC on November 20, 2001 by
     Empire Acquisition Corp., EM Holdings, Inc. and Lap Shun (John) Hui.
**** Previously filed as Exhibit 3 of Schedule 13D filed with the SEC on
     November 9, 2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap
     Shun (John) Hui.

                                      3

<PAGE>

                                   SIGNATURE

   After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this statement is true, complete and correct.

Dated:  December 14, 2001                 EM HOLDINGS, INC.

                                             /s/ LAP SHUN HUI
                                          By: _________________________________
                                             Name: Lap Shun Hui
                                             Title:  President

Dated:  December 14, 2001                 EMPIRE ACQUISITION CORP.

                                             /s/ LAP SHUN HUI
                                          By: _________________________________
                                             Name: Lap Shun Hui
                                             Title:  President

Dated: December 14, 2001
                                             /s/ LAP SHUN HUI
                                          By: _________________________________
                                             Name: Lap Shun Hui

                                      4

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                            Description
------                                            -----------
<C>     <S>
(a)(1)  Offer to Purchase, dated November 27, 2001.*
(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)  Text of Press Release issued by EM Holdings, Inc. on November 9, 2001.**
(a)(7)  Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc. on November 20, 2001.***
(a)(8)  Summary Advertisement published in the Wall Street Journal on November 27, 2001.*
(a)(9)  Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc. on December 14, 2001.
(b)(1)  Credit Agreement, dated November 26, 2001, by and among Empire Acquisition Corp., EM
        Holdings, Inc., UBS AG, Stamford Branch and UBS Warburg LLC.*
(c)(1)  Fairness Opinion, dated as of November 19, 2001, by Credit Suisse First Boston.*
(c)(2)  Fairness Opinion, dated as of November 19, 2001, by Averil Capital Markets Group, Inc.*
(c)(3)  Presentation to the Board of Directors by Credit Suisse First Boston Corporation on November 18,
        2001.*
(d)(1)  Amended and Restated Agreement and Plan of Merger, dated November 26, 2001, by and among
        EM Holdings, Inc., Empire Acquisition Corp. and eMachines, Inc.*
(d)(2)  Buyer Option Agreement dated November 19, 2001, by and among EM Holdings, Inc., Empire
        Acquisitions Corp. and eMachines, Inc.***
(d)(3)  Stock Purchase Agreement, dated October 30, 2001, by and between Lap Shun Hui and ideallab!
        Holdings, L.L.C.****
(d)(4)  Confidentiality Agreement, dated November 12, 2001, by and among EM Holdings, Inc., eMachines,
        Inc. and Lap Shun (John) Hui.*
(f)     Section 262 of the Delaware General Corporation Law regarding appraisal rights.*
(g)     None.
(h)     None.
</TABLE>
--------
*   Previously filed on Schedule TO with the SEC on November 27, 2001.
**  Previously filed as Exhibit 99.1 of Schedule TO-C filed with the SEC on
    November 14, 2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap
    Shun Hui.
*** Previously filed on Schedule TO-C with the SEC on November 20, 2001 by
    Empire Acquisition Corp., EM Holdings, Inc. and Lap Shun (John) Hui.
**** Previously filed as Exhibit 3 of Schedule 13D filed with the SEC on
     November 9, 2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap
     Shun (John) Hui.

                                      5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(9)
<SEQUENCE>3
<FILENAME>dex99a9.txt
<DESCRIPTION>PRESS RELEASE ISSUED BY EM HOLDINGS
<TEXT>
<PAGE>

                                                                  EXHIBIT (a)(9)

IRVINE, Calif., December 14 -


     Earlier today, the District Court of Jefferson County (172nd Judicial
District) in the matter of David Packard v. eMachines, Inc., (Case No. 165,336)
issued a Temporary Restraining Order and Order Setting Hearing for Preliminary
Injunction (the "Order"). The Order was sought by Intervenor Plaintiff John
Hock. The underlying case is a class action seeking recovery for alleged defects
relating to the floppy disk controllers contained in certain of eMachines'
computers. The Order states that Intervenor Plaintiff, and similarly situated
parties would be irreparably injured upon the merger of eMachines and EM
Holdings because eMachines would be left with insufficient funds to satisfy the
alleged claims of the Intervenor Plaintiff and similarly situated parties.

     The Order restrains eMachines (including its officers and directors) from
"merging with EM Holdings, Inc. and from using the assets of eMachines to pay or
satisfy any debts or obligations of another person, including any shareholder or
corporation who acquires its stock or whose stock it acquires or who is part of
or merges with eMachines or who is in any way related to the transaction with EM
Holdings, Inc."

     The Court set a hearing on the preliminary injunction for December 31,
2001. The Court ordered the Intervenor plaintiff to post a bond in the amount of
$5,000.00. The temporary restraining order expires on December 28, 2001 at
5 p.m.

     The Company is in the process of reviewing alternatives relating to an
appeal or other review of the Order.

     EM Holdings has been provided a copy of the Order and has retained separate
counsel to determine what actions, if any, it may take to overturn the Order. EM
Holdings' president, Lap Shun (John) Hui, stated "EM Holdings remains committed
to the terms of the transaction set forth in our tender offer. We believe the
offer is fair to all shareholders and is in the best interest of eMachines and
its customers. We intend to vigorously contest the Order."


About eMachines, Inc.

eMachines, Inc. (OTCBB:EEEE) is a leading provider of affordable, high-value
personal computers. Founded in September 1998, eMachines began selling its
low-cost eTower(R) desktop computers in November 1998. In June 1999, eMachines
sold the third-highest number of PCs through retailers in the United States,
according to leading market research organizations, and presently holds this
number three market share position. Since inception, eMachines has shipped more
than four-million PCs through leading national and international retailers,
catalog and online merchandisers. Approximately one of every two eMachines
consumers is a first-time PC buyer, based on owner registrations with eMachines.
eMachines' Web site is located at http://www.emachines.com.


Where to Find More Information


Holders of securities should read each of the tender offer statement on Schedule
TO (including a "going-private" Transaction Statement on Schedule 13e-3) filed
by EM Holdings and the Solicitation/Recommendation Statement on Schedule 14d-9
filed by eMachines with the U.S. Securities and Exchange Commission, as each
contains important information about the tender offer. Investors can obtain such
tender offer statement on Schedule TO and such Solicitation/Recommendation
Statement on Schedule 14d-9 and Transaction Statement on Schedule 13E-3, and
other documents to be filed by EM Holdings and eMachines, for free from the U.S.
Securities and Exchange Commission's website at http://www.sec.gov. In addition,
the Schedule 14d-9 and Transaction Statement on Schedule 13E-3 and other
documents to be filed with the U.S. Securities and Exchange Commission by
eMachines may be obtained free of charge from eMachines by directing a request
to: Shareholder Information, 14350 Myford Road, Bldg. 100, Irvine, CA 92606.

This press release may contain forward-looking statements relating to future
events and results that are based on eMachines' current expectations. These
statements relate to the outlook and prospects for eMachines and the markets in
which it operates. These statements involve risks and uncertainties including,
without limitation, litigation in which eMachines is or may become involved, the
ability of eMachines to consummate the transaction with EM Holdings, the level
of demand for eMachines' products and services, eMachines' and its suppliers'
ability to timely develop, deliver, and support new and existing products and
services, eMachines' ability to manage and liquidate its inventory, reduce
operating expenses and predict changes in the PC market, the cost and
availability of key product components, competitive pressures relating to price
reductions, new product introductions by third parties, technological
innovations, eMachines' ability to enter new markets and improve customer
service, and overall market conditions, including demand for computers.


</TEXT>
</DOCUMENT>
</SUBMISSION>
