GENERAL CIGAR HOLDINGS INC
10-Q, 1999-04-13
TOBACCO PRODUCTS
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________________________________________________________________________________


                                    FORM 10-Q
                                 _______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _______________

(Mark One)
[ X ]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 for the 13 Weeks ended February 27, 1999

                                       OR

[   ]   TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 for the transition period from ....................
        to ....................

                                 _______________

                        Commission file number: (1-12757)

                                 _______________

                          GENERAL CIGAR HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                             13-3922128
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)
                                 _______________

      387 Park Avenue South                                     10016-8899
        New York, New York                                      (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (212) 448-3800
                                 _______________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ]  No [  ]

As of March 31, 1999, 12,605,313 shares of Class A common stock, par value $0.01
per share,  and 13,793,836  shares of Class B common stock,  par value $0.01 per
share, were outstanding.

________________________________________________________________________________

================================================================================
<PAGE>

                                TABLE OF CONTENTS



PART I.   FINANCIAL INFORMATION:

  Item 1.   FINANCIAL STATEMENTS (UNAUDITED):
  -------------------------------------------
         Consolidated  Statement of Operations  for the 13 Weeks
           ended February 27, 1999 and February 28, 1998...........     Page 3

         Consolidated Balance Sheet as of February 27, 1999
           and November 28, 1998...................................     Page 4

         Consolidated Statement of Cash Flows for the 13 Weeks
           ended February 27, 1999 and February 28, 1998...........     Page 5

         Consolidated Statement of Stockholders' Equity
           for the 13 Weeks ended February 27, 1999................     Page 6

         Notes to Consolidated Financial Statements................     Page 7


  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  -----------------------------------------------------------
            CONDITION AND RESULTS OF OPERATIONS....................     Page 10
            -----------------------------------


PART II.  OTHER INFORMATION:


  Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.......................     Page 13
  ------------------------------------------


SIGNATURE..........................................................     Page 14


EXHIBIT INDEX......................................................     Page E-1

<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
- ----------------------------
                          GENERAL CIGAR HOLDINGS, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                        (thousands except per share data)
                                   (Unaudited)

                                                               13 Weeks Ended
                                                            -------------------
                                                            Feb. 27,   Feb. 28,
                                                                1999       1998
                                                            --------   --------

NET SALES.................................................   $52,495    $67,737
Cost of goods sold........................................    27,801     34,786
                                                              ------     ------

GROSS PROFIT..............................................    24,694     32,951
Selling, general and administrative expenses..............    17,693     20,363
                                                              ------     ------

OPERATING PROFIT..........................................     7,001     12,588
Nonoperating income.......................................       107        164
Interest expense..........................................     1,099        833
                                                              ------     ------

Income before provision for income taxes..................     6,009     11,919
Provision for income taxes................................     2,043      4,232
                                                              ------     ------

NET INCOME................................................   $ 3,966    $ 7,687
                                                              ======     ======


Basic net income per share................................   $  0.15    $  0.28
                                                              ======     ======
Weighted average common shares outstanding................    26,456     27,591
                                                              ======     ======

Diluted net income per share..............................   $  0.15    $  0.27
                                                              ======     ======
Weighted average common shares
   and equivalents outstanding............................    27,164     28,672
                                                              ======     ======


See Notes to Consolidated Financial Statements.

                                        3
<PAGE>

                                 PART I (Cont.)


                          GENERAL CIGAR HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEET

                  (dollars in thousands except per share data)


                                                            Feb. 27,   Nov. 28,
                          ASSETS                                1999       1998
                                                            --------   --------
CURRENT ASSETS:                                            (Unaudited)
   Cash and cash equivalents..............................  $  3,923   $  3,985
   Receivables, less allowance of $1,210 (1998--$1,327)...    28,171     39,666
   Inventories............................................   160,154    157,862
   Other current assets...................................     7,694      7,852
                                                             -------    -------
           TOTAL CURRENT ASSETS...........................   199,942    209,365
Property and equipment, net...............................    77,119     76,809
Intangible assets, net, principally trademarks
  and goodwill............................................    70,511     71,170
Other assets..............................................     1,864      1,959
                                                             -------    -------
           TOTAL ASSETS...................................  $349,436   $359,303
                                                             =======    =======

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities...............  $ 26,915   $ 41,518
   Long-term debt due within one year.....................     1,341      1,457
   Income taxes...........................................     1,936      3,087
                                                             -------    -------
           TOTAL CURRENT LIABILITIES......................    30,192     46,062
Long-term debt............................................    68,931     66,291
Accrued retirement benefits...............................    12,625     12,892
Deferred income taxes.....................................    10,060      9,852
Other noncurrent liabilities..............................    10,895      9,033
                                                             -------    -------
           TOTAL LIABILITIES..............................   132,703    144,130
                                                             -------    -------
Commitments and Contingencies (Note 4)

STOCKHOLDERS' EQUITY:
   Preferred stock, par value $0.01--authorized:
     20,000,000 shares; Issued: none......................        -          - 
   Class B common stock, par value $0.01--authorized:
     25,000,000 shares; Issued: 13,801,811 shares
     (1998--13,997,799 shares)............................       138        140
   Class A common stock, par value $0.01--authorized:
     50,000,000 shares; Issued: 13,831,038 shares
     (1998--13,635,050 shares)............................       138        136
   Additional paid-in capital.............................   165,598    165,598
   Retained earnings......................................    61,568     57,602
                                                             -------    -------
                                                             227,442    223,476
   Less:   Cost of Class A common stock held in treasury,
             1,233,700 shares (1998--974,800 shares)......   (10,709)    (8,303)
                                                             -------    -------
           TOTAL STOCKHOLDERS' EQUITY.....................   216,733    215,173
                                                             -------    -------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.....  $349,436   $359,303
                                                             =======    =======


See Notes to Consolidated Financial Statements.

                                        4
<PAGE>

                                 PART I (Cont.)


                          GENERAL CIGAR HOLDINGS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                             (dollars in thousands)
                                   (Unaudited)

                                                               13 Weeks Ended
                                                            -------------------
                                                            Feb. 27,   Feb. 28,
                                                                1999       1998
                                                            --------   --------
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income..............................................   $ 3,966    $ 7,687
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
   Depreciation and amortization..........................     2,444      2,048
   Changes in assets and liabilities:
    Decrease in accounts receivable.......................    11,495      6,309
    Increase in inventories...............................    (2,292)   (14,545)
    Decrease in accounts payable
     and accrued liabilities..............................   (14,603)    (5,564)
    (Decrease) increase in income taxes payable...........    (1,151)     2,443
    Increase in deferred income taxes.....................       208        840
    Other, net............................................     1,508     (3,360)
                                                              ------     ------
     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES..     1,575     (4,142)
                                                              ------     ------
CASH FLOW FROM INVESTING ACTIVITIES:
  Additions to property and equipment.....................    (2,033)    (4,941)
                                                              ------     ------
     NET CASH USED IN INVESTING ACTIVITIES................    (2,033)    (4,941)
                                                              ------     ------

CASH FLOW FROM FINANCING ACTIVITIES:
  Net borrowing on credit facility........................     3,000      3,500
  Purchase of treasury stock..............................    (2,406)        -
  Payments of debt........................................      (198)      (129)
  Proceeds from exercise of stock options.................        -          94
                                                              ------     ------
     NET CASH PROVIDED BY FINANCING ACTIVITIES............       396      3,465
                                                              ------     ------

Net decrease in cash and cash equivalents.................       (62)    (5,618)
Cash and cash equivalents at beginning of period..........     3,985      8,976
                                                              ------     ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................   $ 3,923    $ 3,358
                                                              ======     ======


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid during the year for:
   Interest...............................................   $ 1,123    $   734
   Income taxes...........................................   $ 2,986    $   949


See Notes to Consolidated Financial Statements.

                                        5
<PAGE>
<TABLE>
                                 PART I (Cont.)


                          GENERAL CIGAR HOLDINGS, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                             (dollars in thousands)
                                   (Unaudited)



<CAPTION>
                                          Class B              Class A
                                       Common Stock         Common Stock       Additional                              Total
                                    ------------------   ------------------     Paid-in     Retained    Treasury   Stockholders'
                                    Shares      Amount   Shares      Amount     Capital     Earnings      Stock       Equity
                                    ----------  ------   ----------  ------     -------     --------      -----       ------
<S>                                 <C>           <C>    <C>           <C>     <C>          <C>         <C>         <C>
BALANCE AT NOVEMBER 28, 1998.....   13,997,799    $140   13,635,050    $136    $165,598      $57,602    $(8,303)    $215,173

Exchange of shares...............     (195,988)     (2)     195,988       2          -            -          -            -
Purchase of treasury stock.......           -       -            -       -           -            -      (2,406)      (2,406)
Net income.......................           -       -            -       -           -         3,966         -         3,966
                                    ----------     ---   ----------     ---     -------       ------     ------      -------
BALANCE AT FEBRUARY 27, 1999.....   13,801,811    $138   13,831,038    $138    $165,598      $61,568   $(10,709)    $216,733
                                    ==========     ===   ==========     ===     =======       ======     ======      =======


See Notes to Consolidated Financial Statements.
</TABLE>
                                        6
<PAGE>

                                 PART I (CONT.)


                          GENERAL CIGAR HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


(1)  INTERIM FINANCIAL PRESENTATION

     The interim Consolidated Financial Statements are unaudited;  however, they
     have been prepared in accordance  with Rule 10-01 of Regulation S-X adopted
     by the Securities and Exchange  Commission  (the  "Commission")  and in the
     opinion  of  management  reflect  all  adjustments  (all of which  are of a
     normal,  recurring  nature) which are necessary for a fair statement of the
     financial  condition,  results of  operations,  cash  flows and  changes in
     stockholders'  equity for the periods presented.  Results of operations for
     the 13 weeks ended February 27, 1999 are not necessarily  indicative of the
     results that may be expected for the entire year ending November 27, 1999.

     As used in these Notes,  references  to the  "Company"  mean General  Cigar
     Holdings, Inc. and its direct and indirect subsidiaries: General Cigar Co.,
     Inc.  ("General  Cigar"),  Villazon  &  Company,  Inc.  ("Villazon"),  Club
     Macanudo,  Inc.  and Club  Macanudo  (Chicago),  Inc.  (collectively  "Club
     Macanudo"),  and 387 PAS Corp.  ("387  PAS").  The  accompanying  financial
     statements reflect the results of operations of these businesses and assets
     for all of the periods  presented.  The operations of Club Macanudo,  which
     operates  cigar bars in New York City and Chicago,  and 387 PAS, which owns
     and operates the Company's headquarters building,  were not material to the
     Company's results of operations in any of the periods presented.

     The  accompanying  Consolidated  Financial  Statements  should  be  read in
     conjunction with the Company's audited 1998 financial  statements  included
     in Form 10-K, as filed with the Commission on February 26, 1999, and should
     be read in conjunction with the Notes to Consolidated  Financial Statements
     appearing in that report.

(2)  NET INCOME PER SHARE

     Basic and  diluted  net  income  per share are  calculated  based  upon the
     provisions of Statement of Financial  Accounting Standards ("SFAS") No. 128
     "Earnings per Share", adopted in 1998, using the following data:

                                                             13 Weeks Ended
                                                        -----------------------
                                                          Feb. 27,     Feb. 28,
                                                              1999         1998
                                                        ----------   ----------
        Weighted average common shares outstanding
           for basic calculation.....................   26,455,579   27,590,548
        Add: Effect of stock options.................      708,636    1,081,039
                                                        ----------    ---------
        Weighted average common shares outstanding,
           adjusted for diluted calculation..........   27,164,215   28,671,587
                                                        ==========   ==========


                                        7
<PAGE>
     The  calculation  of weighted  average  common shares  outstanding  for the
     diluted  calculation  excludes  the  consideration  of  stock  options  for
     1,067,662  shares in the 13 weeks  ended  February  27,  1999,  because the
     assumed  exercise of these  options  would not have been  dilutive  for the
     period.

(3)  STOCK REPURCHASE PROGRAM

     During 1998 and the 1999 first quarter, the Company repurchased 974,800 and
     258,900 shares of Class A common stock for an aggregate of $8.3 million and
     $2.4 million, respectively, under its stock repurchase program.

(4)  COMMITMENTS AND CONTINGENCIES

     As  of  February  27,  1999,  the  Company  had   commitments  for  capital
     expenditures  of  approximately  $5.2 million for the  completion  of a new
     computer system and the transfer of certain domestic production offshore.

     The  Company   believes  that  the  outcome  of  currently   pending  legal
     proceedings  will not, in the aggregate,  have a material adverse effect on
     the Company's financial position.

(5)  RECLASSIFICATIONS

     Certain  amounts  in  the  prior  years'  financial  statements  have  been
     reclassified to conform to the current year's presentation.

(6)  INVENTORIES

     Inventories consist of:
                                                            Feb. 27,   Nov. 28,
                                                                1999       1998
                                                            --------   --------
        Raw materials and supplies........................  $113,814   $108,327
        Work-in-process...................................     9,157      6,968
        Finished goods....................................    37,183     42,567
                                                             -------    -------
                                                            $160,154   $157,862
                                                             =======    =======

(7)  USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the


                                       8
<PAGE>
     financial statements,  and revenue and expenses during the period reported.
     Actual results could differ from those  estimates.  Estimates are used when
     accounting   for   allowance   for   uncollectible   accounts   receivable,
     depreciation  and   amortization,   employee  benefit  plans,   taxes,  and
     contingencies, among others.

(8)  NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting  for  Derivative  Instruments  and  Hedging  Activities".  This
     statement  requires that all  derivative  instruments be recognized at fair
     value as either  assets or  liabilities.  SFAS No. 133 is effective for all
     fiscal  quarters of fiscal years beginning after June 15, 1999. The Company
     is currently evaluating the impact of adopting SFAS No. 133.

(9)  SUBSEQUENT EVENT

     On March  26,  1999,  the  Company  announced  that it has  entered  into a
     definitive  Asset  Purchase  Agreement with Swedish Match North America for
     the sale of the Company's  mass-market  cigar  business for $200 million in
     cash.  The  transaction is subject to customary  closing  conditions and is
     expected to close within approximately three weeks.


                                       9
<PAGE>

                                PART I (CONT.)


                         GENERAL CIGAR HOLDINGS, INC.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
        OF OPERATIONS
        -------------

As used herein,  references to the "Company" mean General Cigar  Holdings,  Inc.
and its direct and indirect  subsidiaries:  General  Cigar Co.,  Inc.  ("General
Cigar"),  Villazon & Company, Inc.  ("Villazon"),  Club Macanudo,  Inc. and Club
Macanudo  (Chicago),  Inc.  (collectively,  "Club Macanudo"),  and 387 PAS Corp.
("387 PAS").

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities was $1.6 million in the first quarter
of 1999 ("1999  First  Quarter")  compared to net cash of $4.2  million  used in
operations  in the  first  quarter  of 1998  ("1998  First  Quarter").  The cash
provided  in the 1999 First  Quarter  compared  with the use of cash in the 1998
First Quarter reflected  principally a greater reduction of accounts  receivable
and a lower  increase  in  inventories  which more than  offset the  decrease in
accounts payable and accrued liabilities compared to the 1998 First Quarter. The
continued  increase in  inventories  of raw  materials  and  supplies  reflected
purchases of tobacco and lower production of cigars. The Company has implemented
a work force  reduction to bring  production  levels in line with current market
conditions. Accounts receivable decreased $11.5 million as a result of decreased
sales during the 1999 First Quarter and seasonal  sales in the fourth quarter of
1998.

Cash used in investing  activities  was $2.0  million in the 1999 First  Quarter
compared to $4.9 million in the 1998 First Quarter.  In both periods,  investing
activities  consisted of purchases  of property and  equipment  including in the
1999 First  Quarter,  purchases  of  software to complete  the  computer  system
replacement project.

Cash provided by financing activities was $0.4 million in the 1999 First Quarter
compared to $3.5 million in the 1998 First Quarter.  The financing activities in
the 1999 First Quarter  included $3.0 million in borrowings  under the Company's
revolving  line of credit in part to finance  the  repurchase  of the  Company's
Class A common shares. Increased borrowings for both periods were used also used
to finance higher working capital and capital expenditures.

The Company's  working capital increased to $169.8 million at February 27, 1999,
from $163.3  million at November  28, 1998,  principally  due to higher level of
inventories and related increases in long-term borrowings.

The Company's  Board of Directors has authorized the purchase of up to 5% of the
Company's  common  stock from time to time in open  market  transactions.  As of
March  31,  1999,  1,233,700  shares,  representing  approximately  4.5%  of the
outstanding shares, had been repurchased under this program at a cumulative cost
of $10.7 million.

Based on its current  projection  of cash flows,  management  believes that cash
from operations  combined with the revolving  credit facility will be sufficient
to fund the Company's working capital  requirements and its anticipated  capital
expenditures. The Company expects that it will make capital expenditures of


                                       10

<PAGE>
approximately  $12.0 million in 1999. On March 26, 1999,  the Company  announced
that it has entered  into a definitive  Asset  Purchase  Agreement  with Swedish
Match North America for the sale of the Company's mass-market cigar business for
$200 million in cash. The transaction is subject to customary closing conditions
and is expected to close within approximately three weeks.

RESULTS OF OPERATIONS

13 WEEKS ENDED FEBRUARY 27, 1999 AS COMPARED TO 13 WEEKS ENDED FEBRUARY 28, 1998

Net sales decreased 22.5%, or $15.2 million,  to $52.5 million in the 1999 First
Quarter from $67.7 million in the 1998 First Quarter.  The decrease in net sales
reflected lower unit sales of cigars,  principally  premium cigars. The decrease
in sales was due to a  slow-down  in the  growth of demand  for  cigars  and the
higher  sales in the 1998 First  Quarter  when  customers  continued to purchase
cigars in excess of demand in order to avoid potential short supply.

Gross profit  decreased  25.1%,  or $8.3  million,  to $24.7 million in the 1999
First  Quarter  from  $33.0  million  in the 1998 First  Quarter.  Gross  margin
decreased  to 47.0% in the  1999  First  Quarter  from  48.6% in the 1998  First
Quarter.  The  decrease in gross margin was  primarily  due to a decrease in the
sales mix of premium cigars versus mass market cigars and higher tobacco costs.

Selling, general and administrative expenses ("SG&A") decreased to $17.7 million
in the 1999 First Quarter from $20.4 million in the 1998 First Quarter, but as a
percentage  of net sales were 33.7% and 30.1% in the 1999 First Quarter and 1998
First Quarter,  respectively.  The decrease principally  reflected lower general
and administrative  expenses and marketing expenses as a result of the Company's
efforts to  streamline  its  business.  As a percentage  of net sales,  SG&A was
higher due to greater  decrease in net sales  relative  to the  decrease in SG&A
expenses.

Operating profit  decreased 44.4%, or $5.6 million,  to $7.0 million in the 1999
First Quarter from $12.6 million in the 1998 First  Quarter.  As a result of the
lower  gross  margin,  operating  margin  decreased  to 13.3% in the 1999  First
Quarter compared to the 18.6% in the prior year's quarter.

Interest expense  increased 31.9% in the 1999 First Quarter to $1.1 million from
$0.8 million in the 1998 First Quarter.  This increase was due to higher average
borrowings during the 1999 First Quarter,  principally for inventories,  capital
expenditures and repurchases of shares of common stock.

The  provision  for income taxes was $2.0  million in the 1999 First  Quarter as
compared to $4.2 million in the 1998 First Quarter. The lower effective tax rate
of 34.0% in the 1999 First  Quarter  compared to 35.5% in the 1998 First Quarter
reflects an increase in earnings in lower tax jurisdictions.

As a result of the changes described above, net income in the 1999 First Quarter
decreased  48.4% to $4.0  million  compared  to $7.7  million  in the 1998 First
Quarter.


                                       11
<PAGE>
YEAR 2000 COMPLIANCE

The Company is  addressing  the Year 2000 issue by both  replacing and modifying
its existing  critical  computer  systems.  In 1997, the Company began a company
wide  system  replacement  project  with  Oracle  Corporation  to  install a new
Enterprise  Resource  Planning  ("ERP")  system.  The new  Oracle  ERP system is
expected to provide  significantly  enhanced  systems  capabilities and make the
Company's  critical  business computer  applications Year 2000 compliant.  It is
scheduled for  completion by mid-1999.  The Company has initiated a company wide
review of the remaining non-critical systems,  including hardware,  software and
control systems.

The cost of the Oracle ERP system will be approximately $7 million.  Through the
1999 First Quarter,  $5.5 million has been incurred on this project. The cost of
the modifications for its non-critical systems is not expected to be material to
the Company.

The Company has communicated  with its major customers,  suppliers and financial
institutions to determine the extent to which the Company is vulnerable to those
third  parties'  failure  to remedy  their own Year 2000  issues.  Most of those
contacted have  indicated  that they have Year 2000  readiness  programs or they
anticipate being Year 2000 compliant on or before December 31, 1999. The Company
is  continuing  to assess the  progress  of its  critical  business  partners in
reaching Year 2000 readiness.

The Company  currently  believes that its efforts to address the Year 2000 issue
should be successful. However, a failure of critical third parties to adequately
address their  respective Year 2000 issues could have a material  adverse effect
on the  Company's  business,  financial  condition  and  results of  operations.
Therefore,   the  Company's  Year  2000  Program  includes  the  development  of
contingency  plans for continuing  operations in the event such problems  arise.
However,  there  can  be no  assurance  that  such  contingency  plans  will  be
sufficient to address all problems which may arise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
include,  without  limitations,  the Company's beliefs about trends in the cigar
industry  and its views  about the  long-term  future  of the  industry  and the
Company.  The  following  factors,  among  others,  could  cause  the  Company's
financial   performance  to  differ  materially  from  that  expressed  in  such
statements:  (i) changes in consumer  preferences  resulting in a decline in the
demand for and consumption of cigars,  (ii) an inability to reduce SG&A expenses
as expected,  (iii) an increase in the price of raw materials,  (iv)  additional
governmental regulation of tobacco or further tobacco litigation,  (v) enactment
of new or significant  increases in existing excise taxes, (vi) political and/or
economic  instability  in foreign  countries  where the Company has  operations,
(vii)  failure  to  remediate  Year  2000  issues  and  (viii)  other  risks and
uncertainties  set forth in the Company's  other filings with the Securities and
Exchange Commission.


                                       12
<PAGE>

                          PART II. OTHER INFORMATION


                         GENERAL CIGAR HOLDINGS, INC.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------

(a)  EXHIBITS

      The exhibit  listed in the following  table has been filed as part of this
      Quarterly Report on Form 10-Q.

      EXHIBIT
      NUMBER                      DESCRIPTION OF EXHIBIT
      --------------------------------------------------------------------------

      27        Financial Data Schedule for the First Quarter of 1999
                  (for Commission use only)


(b)  REPORTS ON FORM 8-K

      On April 2, 1999, the Company filed a report on Form 8-K,  reporting under
      Items 5 and 7(c),  disclosing  the  announcement  that the  Registrant and
      Swedish Match North America have entered into a definitive  Asset Purchase
      Agreement  which  could lead to the sale of the  Registrant's  mass-market
      cigar business for $200 million in cash.


                                       13
<PAGE>




                          GENERAL CIGAR HOLDINGS, INC.


                                    SIGNATURE


Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                          GENERAL CIGAR HOLDINGS, INC.

Date:  April 13, 1999                     By: /s/ Joseph C. Aird
                                              ------------------
                                              Joseph C. Aird
                                              Senior Vice President,
                                              Chief Financial Officer,
                                              Treasurer and Acting Controller


                                       14
<PAGE>




                          GENERAL CIGAR HOLDINGS, INC.

                                  EXHIBIT INDEX



EXHIBIT NO.   DESCRIPTION
- --------------------------------------------------------------------------------

    27        Financial Data Schedule for the First Quarter of 1999
                (for Commission use only)



                                       E-1

<TABLE> <S> <C>

<ARTICLE>                          5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY CONSOLIDATED FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED  FINANCIAL STATEMENTS OF GENERAL CIGAR HOLDINGS,  INC. INCLUDED
IN ITS  QUARTERLY  REPORT ON FORM 10-Q FOR THE 13 WEEKS ENDED  FEBRUARY 27, 1999
AND IS QUALIFIED IN ITS  ENTIRETY BY  REFERENCE TO SUCH  CONSOLIDATED  FINANCIAL
STATEMENTS.
</LEGEND>
<CIK>                              0001029456
<NAME>                             GENERAL CIGAR HOLDINGS, INC.
<MULTIPLIER>                       1,000
       
<S>                                          <C>        
<PERIOD-TYPE>                                3-MOS      
<FISCAL-YEAR-END>                            NOV-27-1999
<PERIOD-START>                               NOV-29-1998
<PERIOD-END>                                 FEB-27-1999
<CASH>                                             3,923
<SECURITIES>                                           0
<RECEIVABLES>                                     29,381
<ALLOWANCES>                                       1,210
<INVENTORY>                                      160,154
<CURRENT-ASSETS>                                 199,942
<PP&E>                                           129,423
<DEPRECIATION>                                    52,304
<TOTAL-ASSETS>                                   349,436
<CURRENT-LIABILITIES>                             30,192
<BONDS>                                           68,931
                                  0
                                            0
<COMMON>                                             276
<OTHER-SE>                                       216,457
<TOTAL-LIABILITY-AND-EQUITY>                     349,436
<SALES>                                           52,495
<TOTAL-REVENUES>                                  52,495
<CGS>                                             27,801
<TOTAL-COSTS>                                     27,801
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                     244
<INTEREST-EXPENSE>                                 1,099
<INCOME-PRETAX>                                    6,009
<INCOME-TAX>                                       2,043
<INCOME-CONTINUING>                                3,966
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                       3,966
<EPS-PRIMARY>                                       0.15 <F1>
<EPS-DILUTED>                                       0.15 <F1>
<FN>
<F1>  The  EPS-PRIMARY  amount  represents  basic net  income  per share and the
      EPS-DILUTED  amount represents  diluted net income per share,  computed in
      accordance  with  Statement of  Financial  Accounting  Standards  No. 128,
      "Earnings Per Share."
</FN>
        

</TABLE>


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