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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
(AMENDMENT NO. 4)
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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 $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
436598 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
MATTHEW H. LUBART, ESQ.
FOX, ROTHSCHILD, O'BRIEN & FRANKEL LLP
997 LENOX DRIVE, BLDG. 3
LAWRENCEVILLE, NEW JERSEY 08648
TELEPHONE: 609-896-3600
FACSIMILE: 609-896-1469
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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CALCULATION OF FILING FEE*
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$ $
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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.
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AMOUNT PREVIOUSLY PAID: $1,668.47 FILING PARTIES: HOLT'S CIGAR HOLDINGS,
INC.
HCH ACQUISITION CORP., FUENTE INVESTMENT
PARTNERSHIP AND ROBERT G. LEVIN
FORM OR REGISTRATION NO.: TENDER OFFER STATEMENT DATE FILED: NOVEMBER 14, 2000
ON SCHEDULE TO
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[ ] 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: [X]
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This Amendment No. 4 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, later amended on December
5, 2000, and later amended on December 12, 2000 (the "Schedule TO") by Holt's
Cigar Holdings, Inc., a Delaware corporation (the "Company"), 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 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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The disclosure contained in the Offer to Purchase relating to Item 8 of
Schedule TO and Item 11 of Schedule 13E-3 is hereby amended and supplemented by
the information set forth in the press releases, dated December 15, 2000 and
December 18, 2000, of the Company announcing the results of the Offer, copies of
which are attached hereto as Exhibits (a)(5)(iv) and (a)(5)(v) and incorporated
herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS
Item 12 is hereby amended and supplemented by the addition of the following
exhibit hereto:
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(a)(5)(iv) Press Release of the Company, dated December 15, 2000,
announcing preliminary results of the Offer.
(a)(5)(v) Press Release of the Company, dated December 18, 2000,
confirming results of the Offer.
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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.
Dated: December 18, 2000
/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.
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 18, 2000
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 18, 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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EXHIBIT INDEX
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EXHIBIT
NUMBER
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(a)(5)(iv) Press Release of the Company, dated December 15, 2000,
announcing preliminary results of the Offer.
(a)(5)(v) Press Release of the Company, dated December 18, 2000,
confirming results of the Offer.
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