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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-23403
HOLT'S CIGAR HOLDINGS, INC.
(Name of Subject Company)
HCH ACQUISITION CORP.
FUENTE INVESTMENT PARTNERSHIP
ROBERT G. LEVIN
(Name of Filing Persons-Status as Offeror)
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Common Stock, $0.001 par value 436598 10 6
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(Title of Class of Securities) (CUSIP Number of Class of Securities)
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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 Number of Person authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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CALCULATION OF FILING FEE
Transaction Valuation $8,342,323* Amount of Filing Fee: $1,668.47
* 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 Common Stock proposed to be acquired.
Check 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.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
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: / /
This Tender Offer Statement on Schedule TO relates to the offer by HCH
Acquisition Corp., a Delaware corporation (the "Purchaser") to purchase all of
the outstanding shares of common stock, par value $0.001 per share ("Common
Stock"), of Holt's Cigar Holdings, Inc., a Delaware corporation (the "Company"),
not already beneficially owned by the Fuente Investment Partnership and Robert
G. Levin (collectively, the "Purchaser Stockholders"), at $5.50 per share, net
to the sellers in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 14, 2000 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(i),
and in the related Letter of Transmittal, a copy of which is attached hereto as
Exhibit (a)(1)(ii) (the "Letter of Transmittal," which, with the Offer to
Purchase as they may be amended and supplemented from time to time, together
constitute the "Offer").
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The information in the Offer to Purchase and the related Letter of Transmittal
is incorporated herein by reference in answer to items 1 through 11 and item 13
of Schedule TO, including, without limitation, all of the information required
by Schedule 13E-3 that is not included or covered by the items in Schedule TO.
The information in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000 (filed with the Securities and Exchange Commission on June
30, 2000) and the Company's Quarterly Reports on Form 10-Q for the fiscal
quarter ended September 30, 2000 (filed with the Securities and Exchange
Commission on November 13, 2000) is incorporated herein by reference in answer
to item 13 of Schedule 13e-3.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
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(a)(1)(i) Offer to Purchase dated November 14, 2000.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(vii) Summary Advertisement dated November 14, 2000.
(b)(1) Loan Agreement, dated as of November 8, 2000, by and between
HCH Acquisition Corp. and First Union National Bank.
(c)(1) Written Fairness Opinion of Berwind Financial, L.P.
(incorporated by reference to Exhibit (c)(1) of the
Solicitation/Recommendation Statement on Schedule 14D-9
filed by the Company on November 14, 2000).
(c)(2) Written Fairness Presentation of Berwind Financial, L.P.
(d)(1) Agreement and Plan of Merger, dated November 8, 2000,
by and among the Purchaser, the Purchaser Stockholders and the
Company (incorporated by reference to Annex A of the Offer to
Purchase attached hereto as Exhibit (a)(1)(i)).
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(d)(2) Representation Letter, dated October 8, 2000, from the
Fuente Investment Partnership to the Purchaser.
(e) Shareholders' Agreement dated November 8, 2000, by and among
the Purchaser Stockholders and the Purchaser.
(f) None.
(g) None.
(h) None.
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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.
Date: November 14, 2000
HCH ACQUISITION CORP.
/s/ Robert G. Levin By: /s/ Robert G. Levin
_____________________________ ______________________________
ROBERT G. LEVIN ROBERT G. LEVIN, President
FUENTE INVESTMENT PARTNERSHIP
By: /s/ Carlos A. Fuente, Sr.
______________________________
CARLOS A. FUENTE, SR.
By: /s/ Carlos P. Fuente, Jr.
_____________________________
CARLOS P. FUENTE, JR.
By: /s/ Cynthia Fuente Suarez
_____________________________
CYNTHIA FUENTE SUAREZ
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO Tender Offer Statement is
true, complete and correct.
HCH ACQUISITION CORP.
By: /s/ Robert G. Levin
____________________________
Robert G. Levin, President and
Chief Executive Officer
November 14, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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(a)(1)(i) Offer to Purchase dated November 14, 2000.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(vii) Summary Advertisement dated November 14, 2000.
(b)(1) Loan Agreement, dated as of November 8, 2000, by and
between HCH Acquisition Corp. and First Union National Bank.
(c)(1) Written Fairness Opinion of Berwind Financial, L.P.
(incorporated by reference to Exhibit(c)(1) of the
Solicitation/Recommendation Statement on Schedule 14D-9
filed by the Company on November 14, 2000).
(c)(2) Written Fairness Presentation of Berwind Financial, L.P.
(d)(1) Agreement and Plan of Merger, dated November 8, 2000,
by and among the Purchaser, the Purchaser Stockholders and the
Company (incorporated by reference to Annex A of the Offer to
Purchase attached hereto as Exhibit (a)(1)(i)).
(d)(2) Representation Letter, dated October 8, 2000, from the
Purchaser Stockholders to the Purchaser.
(e) Shareholders' Agreement dated November 8, 2000, by and among
the Purchaser Stockholders and the Purchaser.
(f) None.
(g) None.
(h) None.
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