HCH Acquisition Corp – ‘SC 13E3/A’ on 12/12/00 re: Holts Cigar Holdings Inc

On:  Tuesday, 12/12/00, at 9:08pm ET   ·   As of:  12/5/00   ·   Accession #:  893220-0-1394   ·   File #:  5-52645   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/21/00 by the SEC on 12/21/00. ®

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Tender Offer Statement Amendment #2                    8     37K 

Document Table of Contents

SC 13E3/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO 
(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) 
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2) 

HOLT'S CIGAR HOLDINGS, INC. 
(NAME OF SUBJECT COMPANY) 

HCH ACQUISITION CORP. 
ROBERT G. LEVIN 
FUENTE INVESTMENT PARTNERSHIP 
(NAMES OF FILING PERSONS) 

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)

436598 10 6 
(CUSIP NUMBER OF CLASS OF SECURITIES) 

MATTHEW H. LUBART, ESQ. 
FOX, ROTHSCHILD, O'BRIEN & FRANKEL LLP
997 LENOX DRIVE, BLDG. 3
LAWRENCEVILLE, NEW JERSEY 08648 
TELEPHONE: 609-896-3600 
FACSIMILE: 609-896-1469 
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO 
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) 

CALCULATION OF FILING FEE*

                                                                [Download Table]
                                                                            
Transaction Valuation  $                Amount of Filing Fee  $             
                       --------------                         --------------

---------------                                                                 
* Estimated for purposes of calculating the amount of the filing fee only. This 
calculation assumes the purchase of 1,516,786 shares of common stock, $0.001
 par value (the "Common Stock"), of Holt's Cigar Holdings, Inc. at a price per
 share of Common Stock of $5.50 in cash. Such number of shares of Common Stock
represents the number of outstanding shares of Common Stock not beneficially
 owned by the Fuente Investment Partnership and Robert G. Levin as of November
  14, 2000. The amount of the filing fee calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals 1/50th of one    
percent of the value of the transaction.                                    

     [X]  Check the box if any part of the fee is offset as provided by Exchange
         Act 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: $1,668.47                                     
Filing Party: HCH Acquisition Corp., Fuente Investment Partnership and
Robert G. Levin.                                                      
Form or Registration No.: Tender Offer Statement on Schedule TO       
Date Filed: November 14, 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.                       
[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:  [ ]                                     
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SC 13E3/A
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  This Amendment No. 2 to Tender Offer Statement on Schedule TO amends and
supplements the Tender Offer Statement on Schedule TO originally filed on       
November 14, 2000 and first amended on November 17, 2000 (the "Schedule TO") by 
HCH Acquisition Corp., a Delaware corporation (the "Purchaser"), Robert G. Levin
and Fuente Investment Partnership (collectively, the "Purchaser Stockholders"), 
relating to the tender offer by the Purchaser to purchase all of the outstanding
shares of Common Stock, par value $0.001 per share (the "Shares"), of Holt's    
Cigar Holdings, Inc., a Delaware corporation (the "Company"), not already owned 
by the Purchaser Stockholders, at $5.50 per Share (the "Offer Price"), net to   
the sellers in cash, without interest, upon the terms and subject to the terms  
and conditions set forth in the Offer to Purchase, dated November 14, 2000 (the 
"Offer to Purchase") and in the related Letter of Transmittal (which, together  
with the Offer to Purchase, as each may be amended or supplemented from time to 
time, collectively constitute the "Offer").                                     

ITEM 11.  ADDITIONAL INFORMATION.                                               

  THE FOLLOWING SENTENCE IS HEREBY INSERTED AFTER THE BULLET POINTS IN THE
"RECOMMENDATION OF THE SPECIAL COMMITTEE" SECTION OF "SPECIAL FACTORS, SECTION  
2 -- RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS OF THE  
COMPANY":                                                                       

        After considering and reviewing the foregoing, the Special Committee
    adopted the Fairness Opinion of Berwind to the effect that, as of the date
     of such Opinion and based upon the assumptions made, matters considered and
   limitations on review set forth therein, the consideration to be received
  by the holders of Shares pursuant to the Offer and the Merger is fair to
     such holders, other than the Purchaser and the Purchaser Stockholders, from
a financial point of view.                                            

   THE FIRST FULL PARAGRAPH ON PAGE 12, NOT INCLUDING THE BULLET PARAGRAPHS,
OF "SPECIAL FACTORS, SECTION 2 -- RECOMMENDATION OF THE SPECIAL COMMITTEE AND   
THE BOARD OF DIRECTORS OF THE COMPANY" IS HEREBY DELETED IN ITS ENTIRETY AND    
REPLACED WITH THE FOLLOWING:                                                    

       Recommendation of the Board of Directors of the Company. Based upon
     their consideration, review and adoption of the Fairness Opinion of Berwind
   and their consideration, review and adoption of the foregoing analysis of
    the Special Committee, the Board of Directors of the Company, with Messrs.
     Levin, Fuente, Sr., Fuente, Jr. and Pitkow abstaining, also determined that
     the terms of the Offer and the Merger are fair to, and in the best interest
    of, the Company's stockholders (other than the Purchaser and the Purchaser
     Stockholders) from a financial point of view and resolved at its meeting on
 November 8, 2000 to (i) approve the Merger Agreement and the Merger and
 (ii) recommend that such stockholders accept and tender their Shares in
response to the Offer. Mr. Levin abstained because he is one of the   
Purchaser Stockholders and the majority stockholder of the Purchaser. 
     Messrs. Fuente, Sr. and Fuente, Jr. abstained because they own a beneficial
    interest in Fuente Investment Partnership, the other Purchaser Stockholder
which owns the remaining stock of the Purchaser. Mr. Pitkow abstained 
   because he is a full-time employee and member of the Company's management
and expects to continue in that capacity after the consummation of the
Merger.                                                               

   THE FIFTH FULL PARAGRAPH ON PAGE 12, NOT INCLUDING THE BULLET PARAGRAPHS,
OF "SPECIAL FACTORS, SECTION 2 -- RECOMMENDATION OF THE SPECIAL COMMITTEE AND   
THE BOARD OF DIRECTORS OF THE COMPANY" IS HEREBY DELETED IN ITS ENTIRETY AND    
REPLACED WITH THE FOLLOWING:                                                    

       Neither the Board of Directors nor the Special Committee considered
  the liquidation of the Company's assets to be a viable course of action.
 The Board of Directors and the Special Committee (which, because of the
     abstentions by the other Board members, was, in effect, acting as the Board
  of Directors) believed that an appraisal of the liquidation value of the
     Company would not be relevant to determining the fair value of the Company.
Due to the nature of the Company's business and the fact that it has  
significant intangible assets, such a valuation would fall below the  
   Company's going-concern value, which was considered by Berwind, and below
the Offer price. Therefore, neither the Board of                      

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    Directors nor the Special Committee sought appraisal or liquidation values
for purposes of evaluating the Offer and the Merger.                  

   THE FOLLOWING PARAGRAPHS ARE HEREBY ADDED FOLLOWING THE LAST PARAGRAPH OF
"SPECIAL FACTORS, SECTION 2 -- RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE  
BOARD OF DIRECTORS OF THE COMPANY":                                             

     Due to the limited float and relatively low trading volume in the
     Shares, the Board of Directors believed that attempts to sell a significant
  number of Shares would cause substantial downward pressure on the market
   price for the Shares. The Board of Directors, therefore, believed that an
offer by the Fuente Investment Partnership and Robert G. Levin could  
    represent an opportunity for public stockholders to realize a higher price
for their Shares than they might realize in market transactions.      

 With respect to a potential sale of the Company, the Board of
  Directors determined that the number of strategic companies that had the
ability and desire to acquire an entity in the tobacco industry was   
extremely limited. Through personal and business relationships of     
    management of the Company, the Company contacted entities which management
    believed were capable of acquiring the Company regarding their interest in
 a potential acquisition. To the extent that these inquiries resulted in
     discussions between executives of the potential acquirers and executives of
the Company, these discussions failed to generate offers, and all     
   discussions were terminated prior to the Purchaser Stockholders' decision
    to open discussions with the Board of Directors concerning the possibility
  of this Tender Offer. Management has not identified any other interested
strategic acquirer. As a result of the Company's lack of success in   
pursuing these alternatives, the fact that the Fuente Investment      
  Partnership and Mr. Levin stated affirmatively that they did not wish to
 sell their respective interests in the Company (totaling 74.06%) to any
third party, and the fact that the principals in the Fuente Investment
Partnership were also controlling persons of the entity which was the 
Company's principal supplier and the owner of the blend used in the   
  manufacture of the Ashton premium cigars, the Board of Directors and the
   Special Committee concluded that selling the Company to a strategic buyer
was not a viable option.                                              

        The Board of Directors and Special Committee also concluded that the
   Company could not be sold to a financial buyer because of (i) the current
 business environment for tobacco industry companies; (ii) the company's
limited growth prospects; (iii) the disfavor that tobacco industry    
 companies have with investors and Wall Street; (iv) a potential buyer's
     limited ability to leverage the Company's good will and operations in light
of the nature of its assets and the competitive pressures impacting   
    margins; (v) the health concerns associated with tobacco use; and (vi) the
increasing legal and regulatory action against tobacco companies.     

   THE FIRST PARAGRAPH OF "THE SPECIAL FACTORS, SECTION 4 -- POSITION OF THE
PURCHASER STOCKHOLDERS REGARDING FAIRNESS OF THE OFFER AND THE MERGER" IS       
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:                        

        The Purchaser Stockholders have reviewed, considered and adopted the
  Fairness Opinion of Berwind and the analyses and findings of the Special
    Committee and the Board of Directors and believe that the consideration to
 be received by the stockholders pursuant to the Offer and the Merger is
  fair. The Purchaser Stockholders also base their belief on the following
facts:                                                                

THE FOLLOWING PARAGRAPH IS INSERTED TO "THE SPECIAL FACTORS, SECTION  
4 -- POSITION OF THE PURCHASER STOCKHOLDERS REGARDING FAIRNESS OF THE OFFER AND 
THE MERGER" IMMEDIATELY FOLLOWING THE BULLET POINTS AND BEFORE THE SECOND AND   
FINAL PARAGRAPH:                                                                

         The Purchaser Stockholders, based upon their review and consideration
     of the Fairness Opinion and the foregoing analysis of the Special Committee
 and the Board of Directors, believe that the terms of the Offer and the
Merger and the consideration to be received by the stockholders of the
Company (other than the Purchaser and Purchaser Stockholders) are     
   procedurally fair because the price for the Shares contained in the Offer
was separately negotiated by the Special Committee with the Purchaser 
     Stockholders. In that negotiation, the Special Committee had the benefit of
assistance and advice from                                            

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Stradley, as independent counsel, and from Berwind. Additionally, the 
   purchase of Shares tendered in the Offer will not be consummated, and the
Merger will not occur, unless a majority of the outstanding Shares not
owned by the Purchaser Stockholders have been validly tendered.       

  THE FIRST THREE PARAGRAPHS OF "SPECIAL FACTORS, SECTION 6 -- PURPOSE AND
STRUCTURE OF THE OFFER AND THE MERGER" OF THE OFFER TO PURCHASE ARE HEREBY      
DELETED IN THEIR ENTIRETY AND REPLACED WITH THE FOLLOWING:                      

       The purpose of the Offer, the Merger and the Merger Agreement is to
     provide the public stockholders a fair price for their Shares and to enable
 the Purchaser Stockholders to acquire control of, and the entire equity
     interest in, the Company. Since the Company first went public, the officers
    and members of the Board of Directors of the Company, including Mr. Levin,
    Carlos A. Fuente, Sr. and Carlos P. Fuente, Jr., have considered a variety
of alternatives to increase stockholder value by enlarging operations,
improving results and expanding the business prospects of the Company.
Toward that end, senior management engaged in conversations with      
representatives of other companies in various aspects of the cigar    
business, as well as manufacturers and distributors of other high end 
consumer products which it believed might be complementary with the   
  Company's product lines. Despite these efforts, management was unable to
consummate any transactions which would advance these goals. After    
evaluating the results of this process and giving consideration to the
limited public float of Shares, the increasingly stringent regulatory 
    climate to which the industry was expecting to be subjected, a slowdown in
     revenue growth, declining margins and other economic factors, the Purchaser
     Stockholders concluded that it was unlikely that any meaningful improvement
   in the value or liquidity of the Shares of the Company would occur in the
foreseeable future.                                                   

       The Purchaser Stockholders determined to proceed with the Offer and
  the Merger at this time because they believed it would afford all of the
Company's stockholders an opportunity to dispose of their shares at a 
premium over market prices prevailing prior to the announcement of the
  Offer. The Purchaser Stockholders and the Company believe that the $5.50
     price per Share offered by the Purchaser creates value for the unaffiliated
     stockholders of the Company, in light of various factors that have affected
the Company and the entire tobacco industry. These include the general
     pattern of decline in the trading price of the Shares, mounting regulatory,
  legislative and public opinion pressures on the entire tobacco industry,
     reduced demand for certain cigar products and a general increase in tobacco
taxes.                                                                

          The Purchaser Stockholders further believe that causing the Company to
 be privately held will reduce management's commitment of resources with
   respect to procedural and compliance requirements of a public company and
   will reduce costs associated with the Company's obligations and reporting
     requirements under the securities laws. Company management does not believe
  that the debt incurred by the Company in connection with the Offer would
 unduly restrict its operations or strategic alternatives. The Purchaser
    Stockholders' decision to proceed with the Offer and the Merger was due to
their belief that the factors described above have placed, and will   
continue to place, the Company's management under pressure to focus on
 short-term operating results in order to meet the market's expectations
rather than allowing the Company's management to apply its energies to
longer term strategies.                                               

THE FOLLOWING PARAGRAPH IS HEREBY INSERTED IN "THE OFFER, SECTION 7 --
EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK LISTING; EXCHANGE ACT   
DEREGISTRATION" IMMEDIATELY FOLLOWING THE FIRST PARAGRAPH PERTAINING TO THE     
MARKET FOR THE SHARES:                                                          

Prior to the commencement of the Tender Offer, the Purchaser
 Stockholders owned 4,329,692 shares of the Common Stock of the Company,
 constituting approximately 74% of the outstanding shares. The Purchaser
 Stockholders have committed to contribute their shares to the Purchaser
   immediately prior to the consummation of the purchase by the Purchaser of
     the Shares tendered in response to the Offer. Fuente Investment Partnership
owns 35% of the outstanding shares of the Purchaser and, prior to the 
commencement of the Offer, owned approximately 26% of the issued and  
     outstanding Shares of the Company; Robert Levin owns 65% of the outstanding
    shares of the Purchaser and, prior to the commencement of the Offer, owned
approximately 48% of the issued and outstanding Shares of the         

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Company. Consequently, prior to the commencement of the Tender Offer, 
    Fuente Investment Partnership had an approximately 26% beneficial interest
in the net book value of the Company as of September 30, 2000, or     
   $7,561,027 and an approximately 26% beneficial interest in the net income
   of the Company for the nine months ended September 30, 2000, or $293,756;
     and Robert G. Levin had an approximately 48% beneficial interest in the net
   book value of the Company as of September 30, 2000, or $13,934,503 and an
   approximately 48% beneficial interest in the net income of the Company as
 of September 30, 2000, or $541,375. Upon the closing of the Merger, the
Purchaser will be merged with and into the Company, which will be the 
surviving corporation. As a result of the Merger, Fuente Investment   
     Partnership will be the owner of 35% of the outstanding common stock of the
  Company, and Robert G. Levin will be the owner of 65% of the outstanding
common stock of the Company. Accordingly, following the Merger, Fuente
Investment Partnership will have a 35% beneficial interest in the book
  value of the Company as of September 30, 2000, or $10,159,060, and a 35%
  beneficial interest in the net income of the Company as of September 30,
    2000, or $394,694; and Robert G. Levin will have a 65% beneficial interest
in the net book value of the Company as of September 30, 2000, or     
     $18,866,825, and a 65% beneficial interest in the net income of the Company
for the nine months ended September 30, 2000, or $733,002.            

THE FOLLOWING SENTENCE IS HEREBY INSERTED IN "THE OFFER, SECTION 7 -- 
EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK LISTING; EXCHANGE ACT   
DEREGISTRATION" IMMEDIATELY FOLLOWING THE SENTENCE IN THE LAST PARAGRAPH        
PERTAINING TO THE DELISTING OF SHARES FROM NASDAQ:                              

        The unaffiliated stockholders who tender their Shares in response to
     the Offer will no longer be entitled to participate in any growth or future
 earnings of the Company upon consummation of the Offer. If the Offer is
    consummated, any unaffiliated stockholders who did not tender their Shares
   will no longer be entitled to participate in future growth or earnings of
the Company following completion of the Merger.                       

    THE SECTION ENTITLED "THE OFFER, SECTION 10 -- SOURCE AND AMOUNT OF FUNDS"
IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:              

10. SOURCE AND AMOUNT OF FUNDS                                                  

    The Offer is conditioned upon receipt by the Purchaser of loan proceeds in
an amount sufficient to pay the purchase price for the Shares tendered in       
response to the Offer or acquired in the Merger. Assuming that the Purchaser    
purchases 1,516,786 Shares pursuant to the Offer at a purchase price of $5.50   
per Share, net to the sellers in cash, the Purchaser expects the maximum        
aggregate cost, including all fees and expenses applicable to the Offer and the 
Merger and the costs to the Company of canceling all outstanding options, will  
total approximately $11,800,000. The approximately $790,000 in fees and expenses
applicable to the Offer and the Merger include: (i) legal fees; (ii) printing   
and delivery costs; (iii) Information Agent fees; (iv) financial advisor service
fees to Berwind; (v) Depositary Agent fees to Continental Stock Transfer & Trust
Company; (vi) governmental filing fees; and (vii) other miscellaneous costs,    
fees and expenses.                                                              

  Subject to the terms and conditions contained therein, the Purchaser has
entered into a Loan Agreement with First Union National Bank ("First Union") to 
receive a bank loan in an amount up to $13,000,000 (the "Loan"). The terms and  
conditions of the Loan are set forth in that certain Loan Agreement, dated as of
November 8, 2000 (the "Loan Agreement"), by and between the Purchaser, as       
borrower, and First Union. The Loan Agreement sets forth various terms and      
conditions that must be fulfilled by each of the parties to the Loan Agreement  
as a condition to the consummation of the Offer and the purchase of the tendered
Shares. In connection with the Loan Agreement, the Purchaser will enter into a  
pledge agreement with First Union and a related account control agreement with  
First Union and the Depositary, pursuant to which the Purchaser will grant First
Union a perfected security interest in all of the Shares owned or hereafter     
acquired by the Purchaser. The payment, performance and satisfaction of the Loan
are further secured by the personal guaranty of Robert G. Levin. A portion of   
the funds borrowed under the Loan will be paid to the Purchaser on the          
Expiration Date and shall be used to pay for the Shares tendered in the Offer   
and all related fees and                                                        

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expenses incurred in connection therewith. An additional amount, up to an       
aggregate maximum of $13,000,000 under the Loan, will be paid to the Purchaser  
at the Effective Time to pay the Merger Consideration and all related fees and  
expenses incurred in connection therewith.                                      

  The outstanding principal balance of the Loan shall bear interest at the
Adjusted LIBOR Market Index Rate in effect from time to time during the term of 
the Loan, and shall be adjusted daily to reflect changes in such rate. The      
Purchaser must repay, and intends on repaying, the outstanding principal of the 
Loan plus all accrued and unpaid interest on the earlier of (i) sixty (60) days 
following the expiration date of the Loan or (ii) three (3) business days       
following the completion of the Merger.                                         

  The Purchaser does not currently have an alternative method of financing
the Offer in the event the Purchaser does not receive the Loan in an amount     
sufficient to pay the purchase price for the Shares tendered in response to the 
Offer or acquired in the Merger. The Purchaser Stockholders do not intend to    
file an amendment upon actual receipt of the Loan proceeds pursuant to the Loan 
Agreement since all of the terms of the Loan are contained in the Loan Agreement
attached as Exhibit (b)(1) to the Schedule TO-T. STOCKHOLDERS ARE URGED TO READ 
THE LOAN AGREEMENT IN ITS ENTIRETY, WHICH LOAN AGREEMENT IS ATTACHED AS EXHIBIT 
(b)(1) TO THE SCHEDULE TO-T.                                                    

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SIGNATURE 

After reasonable 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.                                                                        

                       /s/ ROBERT G. LEVIN
                                          --------------------------------------
                   Robert G. Levin

                         HCH Acquisition Corp.

                           By: /s/ ROBERT G. LEVIN
                                            ------------------------------------
                                  Robert G. Levin, President

                                 Fuente Investment Partnership

                                 By: /s/ CARLOS A. FUENTE, SR.
                                            ------------------------------------
                             Carlos A. Fuente, Sr.

Dated: December 5, 2000                                                         

 After due inquiry and to the best of my knowledge and belief, I certify
that the information required by Schedule 13E-3 with respect to the subject     
company that is set forth in this statement is true, complete and correct.      

                               Holt's Cigar Holdings, Inc.

                          By: /s/ MICHAEL PITKOW
                                            ------------------------------------
                                      Michael Pitkow, Executive Vice
                     President

Dated: December 5, 2000                                                         

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After reasonable 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: December 5, 2000                                                         

                               HOLT'S CIGAR HOLDINGS, INC.

                          By: /s/ MICHAEL PITKOW
                                            ------------------------------------
                        Name: Michael Pitkow
                                   Title: Executive Vice President

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		12/21/00
Filed on:		12/12/00							SC 13E3/A,  SC TO-T/A
Filed as of:		12/5/00		7		8			SC TO-T/A
		11/17/00		2					SC 13D,  SC 13E3/A,  SC 14D9/A,  SC TO-T/A
		11/14/00		1		2			SC 13E3,  SC 14D9,  SC TO-C,  SC TO-T
		11/8/00		2		5
		9/30/00		5					10-Q
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