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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. 3)
HOLT'S CIGAR HOLDINGS, INC.
(NAME OF SUBJECT COMPANY)
HOLT'S CIGAR HOLDINGS, INC.
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*
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<S> <C> <C> <C>
Transaction Valuation $ Amount of Filing Fee $
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* 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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This Amendment No. 3 to Tender Offer Statement on Schedule TO amends and
supplements the Tender Offer Statement on Schedule TO originally filed on
November 14, 2000, first amended on November 17, 2000, and later amended on
December 6, 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 PARAGRAPH IS HEREBY INSERTED AFTER THE THIRD FULL PARAGRAPH
FOLLOWING 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" :
The Company, including the Special Committee and the Board of
Directors, based upon their review and consideration of the Fairness
Opinion, believe that the terms of the Offer and the Merger and the
consideration to be received by the Stockholders of the Company are
procedurally fair despite the following: (1) the approval by a majority of
the shares held by non-affiliates are not required to approve the Merger;
and (2) the approval by a majority of the Directors of the Company is not
needed to consummate the Offer and the Merger because Messrs. Levin,
Fuente, Sr., Fuente, Jr. and Pitkow are abstaining from participating in
the vote. 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 FOLLOWING PARAGRAPH IS HEREBY INSERTED IMMEDIATELY AFTER THE BULLET
POINTS OF "THE SPECIAL FACTORS, SECTION 4 -- POSITION OF THE PURCHASER
STOCKHOLDERS REGARDING FAIRNESS OF THE OFFER AND THE MERGER":
The Purchaser Stockholders based upon their review and consideration
of the Fairness Opinion and their consideration, review and adoption of the
foregoing analysis of the Special Committee, believe that the terms of the
Offer and the Merger and the consideration to be received by the
Stockholders of the Company are procedurally fair despite the following:
(1) the approval by a majority of the shares held by non-affiliates are not
required to approve the Merger; and (2) the approval by a majority of the
Directors of the Company is not needed to consummate the Offer and the
Merger because Messrs. Levin, Fuente, Sr., Fuente, Jr. and Pitkow are
abstaining from participating in the vote. 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.
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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
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Robert G. Levin
HCH Acquisition Corp.
By: /s/ ROBERT G. LEVIN
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Robert G. Levin, President
Fuente Investment Partnership
By: /s/ CARLOS A. FUENTE, SR.
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Carlos A. Fuente, Sr.
Dated: December 11, 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
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Michael Pitkow, Executive Vice
President
Dated: December 11, 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.
Date: December 11, 2000
HOLT'S CIGAR HOLDINGS, INC.
By: /s/ MICHAEL PITKOW
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Name: Michael Pitkow
Title: Executive Vice President
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