<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
----------------
CONSOLIDATED CIGAR HOLDINGS INC.
(NAME OF SUBJECT COMPANY)
SOCIETE NATIONALE D'EXPLOITATION INDUSTRIELLE
DES TABACS ET ALLUMETTES ("SEITA")
DORSAY ACQUISITION CORP.
(BIDDERS)
----------------
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
1-20902E10
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
JEAN-PHILIPPE CARRIERE
SEITA
53, QUAI D'ORSAY
75347 PARIS CEDEX 07, FRANCE
(33-1) 45.56.62.17
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDERS)
----------------
Copies to:
DELIA B. SPITZER, ESQ. RONALD R. PAPA, ESQ.
PROSKAUER ROSE PROSKAUER ROSE LLP
9, RUE LE TASSE 1585 BROADWAY
75116 PARIS, FRANCE NEW YORK, NEW YORK 10036, USA
(33-1)44.30.25.30. (212) 969.3000
<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (as
heretofore amended and as further amended by this Amendment No. 2, the
"Statement") relates to the offer by Dorsay Acquisition Corp. ("Purchaser"), a
corporation organized and existing under the laws of the State of Delaware and
a wholly owned subsidiary of Societe Nationale d'Exploitation Industrielle des
Tabacs et Allumettes ("Seita"), a corporation organized and existing under the
laws of France ("Parent"), to purchase all of the outstanding shares of Class
A Common Stock, par value $0.01 per share (the "Class A Shares"), and Class B
Common Stock, par value $0.01 per share (the "Class B Shares", and together
with the Class A Shares, the "Shares"), of Consolidated Cigar Holdings Inc., a
corporation organized and existing under the laws of the State of Delaware
(the "Company"), at a price of $17.85 per Share, net to the seller in cash
(subject to applicable withholding of taxes), without interest, upon the terms
and subject to the conditions set forth in Purchaser's Offer to Purchase,
dated December 22, 1998 (as heretofore amended, the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which
were filed with the Statement as Exhibits (a)(1) and (a)(2), respectively.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b)-(c) is hereby amended and supplemented by adding thereto the
following:
On December 31, 1998, the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, was terminated, prior to its
scheduled expiration, without the Federal Trade Commission or the Departement
of Justice issuing a second request for information. A copy of the press
release, dated January 5, 1999, issued by Parent disclosing this information
is attached hereto as Exhibit (a)(9) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS:
Item 11 is hereby amended by adding the following exhibit:
(a)(9) Press release issued by Parent on January 5, 1999.
2
<PAGE>
SIGNATURE
After due 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 5, 1999
Seita
/s/ Jean-Dominique Comolli
By: _________________________________
Name: Jean-Dominique Comolli
Title: Chairman and Chief Executive
Officer
Dorsay Acquisition Corp.
/s/ Charles Lebeau
By: _________________________________
Name: Charles Lebeau
Title: President, Secretary and
Treasurer
EXHIBIT INDEX
EXHIBIT NO.
(a)(9)Press release issued by Parent on January 5, 1999
3
<PAGE>
Exhibit 99.a9
FOR IMMEDIATE RELEASE
SEITA ANNOUNCES TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD
ON TENDER OFFER FOR ALL OF THE OUTSTANDING SHARES OF
CONSOLIDATED CIGAR HOLDINGS INC.
PARIS, FRANCE, JANUARY 5, 1999. Societe Nationale d'Exploitation Industrielle
des Tabacs et Allumettes ("Seita") announced today that the waiting period under
the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, in connection with Seita's acquisition of Consolidated
Cigar Holdings Inc., was terminated on December 31, 1998, prior to its scheduled
expiration.
Seita's cash tender offer to purchase all the outstanding shares of common stock
of Consolidated Cigar Holdings Inc. at $17.85 per share will expire at midnight,
New York City Time, on Thursday, January 21, 1999, unless extended, and is
subject to a number of conditions.
Consolidated Cigar Holdings Inc. makes and distributes cigars and related
products through Consolidated Cigar Corporation. Consolidated Cigar is a
leading manufacturer and marketer of premium cigars and natural-wrapped mass-
market cigars in the United States. Its brand portfolio includes H. Upmann,
Montecristo, Don Diego, Santa Damiana, Don Miguel, Montecruz, Royal Jamaica,
Antonio y Cleopatra, Dutch Masters, Backwoods, El Producto, Muriel and Dutch
Treats.
With FRF 18.4 billion (3.3 billion US$) in sales (economic sales, i.e. sales of
Seita-produced products plus distribution-margin revenues = FRF 7.2 billion) and
FRF 827 million (150 million US$) in net income in 1997, Seita is France's
leading tobacco products company. Its shares are listed on the Paris Bourse.
It sold 64.3 billion cigarettes in 1997, of which nearly 50% were sold outside
France. In the cigar segment, the company is number one in France, with 38% of
the market, number four in Europe and number seven worldwide. It is
strategically committed to expanding in the global marketplace, supported by
sustained growth in sales and an active acquisitions program.
PRESS CONTACT:
SEITA (Paris): Aneta Lazarevic - Telephone: (+33) 1 45 56 60 06 / 07
