SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
CONSOLIDATED CIGAR HOLDINGS INC.
(Name of Subject Company)
CONSOLIDATED CIGAR HOLDINGS INC.
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
20902E 106
(CUSIP Number of Class of Securities)
BARRY F. SCHWARTZ, ESQ.
CONSOLIDATED CIGAR HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(212) 572-5170
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement).
With a Copy to:
FRANKLIN M. GITTES, ESQ. AND ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
(212) 735-3000
This Amendment supplements and amends as Amendment No. 1 the
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed
on December 22, 1998 (the Schedule 14D-9"), by Consolidated Cigar Holdings
Inc., a Delaware corporation (the "Company"), relating to the tender offer
by Dorsay Acquisition Corp., a Delaware corporation (the "Purchaser") and
a wholly owned subsidiary of Societe Nationale d'Exploitation Industrielle
des Tabacs et Allumettes, a corporation organized under the laws of France
("Parent"), disclosed in a Tender Offer Statement on Schedule 14D-1,
dated December 22, 1998, as amended (the "Schedule 14D-1"), to purchase
all of the issued and outstanding Shares, at a price of $17.85 per Share,
net to the seller in cash (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated December 22,
1998 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with the Offer to Purchase, as amended or supplemented
from time to time, constitute the "Offer"). Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the
Schedule 14D-9.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6(a) is hereby amended and supplemented by the addition of the
following paragraph thereto:
On December 24, 1998, Howard Gittis, a director of the Company, sold
5,000 shares of Company Common Stock for $17.69 per share.
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.
Dated: January 8, 1999 Consolidated Cigar Holdings Inc.
By: /s/ Theo W. Folz
_____________________________
Name: Theo W. Folz
Title: Chairman, President and
Chief Executive Officer
