UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENERAL CIGAR HOLDINGS, INC.
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(Name of Issuer)
Class A Common Stock, par value $.01 per Share
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(Title of Class of Securities)
36933P 10 0
--------------------------------
(CUSIP Number)
Edgar M. Cullman, Jr.
President and Chief Executive Officer
of Culbro Corporation
387 Park Avenue South
New York, New York 10016-8899
Telephone Number (212) 448-3800
with a copy to:
R. Ronald Hopkinson, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
Telephone Number (212) 906-1200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 5, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 9 pages
SCHEDULE 13D
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CUSIP No. 36933P 10 0
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Culbro Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 20,087,182 (See Items 4 and 5)
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
20,087,182 (See Items 4 and 5)
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,087,182 (See Items 4 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.4% (See Item 5)
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 9 pages
Item 1. Security and Issuer
This statement relates to the shares of Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock"), of General Cigar Holdings,
Inc., a Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 387 Park Avenue South, New York, New York 10016-8899.
Item 2. Identity and Background
(a) - (c), (f) This statement is being filed by Culbro Corporation,
a New York corporation (the "Reporting Person"). The Reporting Person is a
holding company, substantially all of the assets of which are the stock of the
Company and Culbro Land Resources, Inc. ("CLR"). The Reporting Person's
principal business address is 387 Park Avenue South, New York, New York
10016-8899.
The name, business address, present principal occupation or
employment and citizenship (and the name, principal business and address of the
corporation or other organization in which such employment is conducted) of (a)
each executive officer and director of the Reporting Person, (b) any person
controlling the Reporting Person or (c) each executive officer and director of
any corporation or other person ultimately in control of the Reporting Person
(such persons described in clauses (a) through (c) above are collectively
referred to as the "Related Persons") are set forth in Schedule I to this
statement and incorporated herein by reference.
(d) and (e). During the last five years, the Reporting Person has
not and, to the best knowledge of the Reporting Person, none of the Related
Persons has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
On December 20, 1996, the Reporting Person acquired 1,000 shares of
common stock, par value $0.01 per share, of the Company for an aggregate
purchase price of $10. Such funds were provided from the working capital of the
Reporting Person. On February 3, 1997 the Company adopted an Amended and
Restated Certificate of Incorporation which created two classes of common stock,
the Class A Common Stock, and Class B Common Stock, par value $0.01 per share
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"Common Stock"), and which reclassified the 1,000 shares of common stock
outstanding as Class B Common Stock. On February 26, 1997 the Company issued a
stock dividend of 20,086.182 shares of Class B Common Stock for each share of
Class B Common Stock outstanding. At March 5, 1997, the Reporting Person held
20,087,182 shares of Class B Common Stock. Each share of the Class B Common
Stock is convertible at any time at the option of the holders thereof into one
share of Class A Common Stock for no additional consideration.
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Page 4 of 9 pages
Item 4. Purpose of Transaction
The Reporting Person acquired 20,087,182 shares of Class B Common Stock as
part of the initial capitalization of the Company. Following its initial
capitalization, the Company was a wholly-owned subsidiary of the Reporting
Person. On March 5, 1997 the Company consummated an initial public offering (the
"Offering") of 6,900,000 shares of Class A Common Stock.
Prior to the Offering, the Reporting Person completed certain asset
transfers (the "Asset Transfers"), pursuant to which (i) all of the Reporting
Person's assets and liabilities relating to its cigar business (including all of
the outstanding capital stock of General Cigar Co., Inc., the entity through
which its cigar operations are conducted, approximately 1,100 acres of land used
in the tobacco growing operations and several cigar bars operated under the name
"Club Macanudo") and certain other assets and liabilities (including the
Reporting Person's corporate headquarters) were transferred to the Company, and
(ii) substantially all of the Reporting Person's non-tobacco related assets and
liabilities (including all of its assets and liabilities relating to its nursery
business and real estate business, together with the Reporting Person's 25%
interest in Centaur Communications Limited and its interests in The Eli Witt
Company and related liabilities) were transferred to CLR. As a result of the
Asset Transfers, the Reporting Person became a holding company with
substantially no assets other than its ownership interests in the Company and
CLR.
The Reporting Person has entered into a Distribution Agreement (the
"Distribution Agreement") with the Company and CLR, pursuant to which it intends
to effect a distribution (the "Distribution") to the shareholders of the
Reporting Person of all issued and outstanding shares of common stock of CLR.
The Distribution Agreement is included as Exhibit A to this statement, and is
incorporated herein by reference. Upon consummation of the Distribution, the
Reporting Person will be a holding company, substantially all of the assets of
which will be the shares of Class B Common Stock of the Company.
Approximately 180 days following the consummation of the Offering (but no
sooner than 180 days after the Offering without the consent of Donaldson, Lufkin
& Jenrette Securities Corporation) and subject to (i) the completion of the
Distribution and (ii) approval thereof by the shareholders of the Reporting
Person, the Reporting Person will be merged (the "Merger") with and into the
Company pursuant to an Agreement and Plan of Merger (the "Merger Agreement").
The Merger Agreement is included as Exhibit B to this statement, and is
incorporated herein by reference. The Merger Agreement has been approved and
adopted by the Company and by the Board of Directors of the Reporting Person.
The shareholders of the Reporting Person will not vote with respect to the
adoption of the Merger until May 1997; however, approximately 50% of the
Reporting Person's common stock is owned by a group of individuals and trusts
(the "Cullman & Ernst Group"), who have indicated that they will vote their
shares of the Reporting Person's common stock in favor of the Merger. A report
on Schedule 13D has been filed by the members of the Cullman & Ernst Group with
respect to their beneficial ownership of the common stock of the Reporting
Person. The Merger was approved by the Board of Directors of the Company and by
Culbro as sole stockholder of the Company prior to the Offering and,
consequently, the holders of the Class A Common Stock will not vote in
connection with the Merger. The Company will be the surviving corporation in the
Merger and each of the 4,518,472 outstanding shares of Culbro common stock will
be converted into the right to receive approximately 4.44557 shares of Class B
Common Stock, subject to adjustment for any Culbro stock options exercised prior
to the Merger, and each share of Class B Common Stock owned by Culbro will be
canceled. As a result, the holders of Culbro common stock immediately preceding
the Merger will own 20,087,182 shares of Class B Common Stock.
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Page 5 of 9 pages
Upon consummation of the Merger, each of the 2,162,818 options to purchase
shares of common stock of the Reporting Person (a "Culbro Option") will be
converted into an option to purchase Class A Common Stock (a "Company Option").
The number of shares with respect to which the Company Option is exercisable and
the exercise price for the Company Option will be subject to adjustment based on
the ratio of the number of shares of Class B Common Stock issuable in the Merger
with respect to each share of Culbro common stock. The Culbro Options will not
be exercisable for Class A Common Stock until the Merger has been consummated.
Except as disclosed in this statement, the Reporting Person currently has
no plans or intentions that would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person holds 20,087,182 shares of Class B Common Stock.
Each share of Class B Common Stock is convertible at the option of the holder
thereof into one share of Class A Common Stock. Assuming conversion of all such
shares of Class B Common Stock, a total of 26,987,182 shares of Class A Common
Stock would be outstanding, including 20,087,182 shares, or 74.4%, held by the
Reporting Person and 6,900,000 shares issued pursuant to the Offering. Each
share of Class A Common Stock entitles the holder thereof to one vote, and each
share of Class B Common Stock entitles the holder thereof to ten votes, on all
matters submitted to a vote of the stockholders of the Company. At present,
therefore, the Reporting Person holds Common Stock entitling it to 96.7% of the
total voting power of the Company's capital stock.
(b) The Reporting Person has sole voting power and sole dispositive power
with respect to all 20,087,182 shares of Class B Common Stock held by it, and
with respect to any shares of Class A Common Stock acquired by it prior to the
Merger as a result of the conversion of shares of Class B Common Stock prior to
the Merger.
(c) On December 20, 1996, 1,000 shares of common stock, par value $0.01
per share (the "Original Shares"), were issued by the Company to the Reporting
Person in New York, New York for an aggregate purchase price of $10, or $0.01
per share. On February 3, 1997, pursuant to Amended and Restated Certificate of
Incorporation of the Company, each original Share was exchanged for one share of
Class B Common Stock. On February 26, 1997, the Company issued a stock dividend
of 20,086.182 shares of Class B Common Stock for each of the 1,000 shares of
Class B Common Stock then outstanding. As a result, as of March 5, 1997, the
Reporting Person held 20,087,182 shares of Class B Common Stock.
(d) No person other than the Reporting Person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Class B Common Stock held by the Reporting
Person or any shares of Class A Common Stock that may be issued upon conversion
thereof.
(e) Not applicable.
<PAGE>
Page 6 of 9 pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as described herein and as provided in the Merger Agreement and the
Distribution Agreement, there are no contracts, arrangements, understandings or
relationships between the Reporting Person and any other person with respect to
any securities of the Company.
Copies of the Distribution Agreement and the Merger Agreement are included
as Exhibits A and B, respectively, and are incorporated herein by this
reference. The descriptions of such documents set forth herein do not purport to
be complete and are qualified in their entirety by reference to such documents.
Item 7. Material to be Filed as Exhibits
Exhibit A -- Distribution Agreement among Culbro Corporation, Culbro Land
Resources, Inc. and General Cigar Holdings, Inc. (incorporated
by reference to Exhibit 2.1 of Amendment No. 1 to the Form S-1
Registration Statement of General Cigar Holdings, Inc.
(Registration No. 333-18791) filed with the Securities and
Exchange Commission on February 4, 1997).
Exhibit B -- Merger Agreement among Culbro Corporation and General Cigar
Holdings, Inc. (incorporated by reference to Exhibit 2.2 of
Amendment No. 1 to the Form S-1 Registration Statement of
General Cigar Holdings, Inc. (Registration No. 333- 18791)
filed with the Securities and Exchange Commission on February
4, 1997).
<PAGE>
Page 7 of 9 pages
Schedule I
Each of the officers and directors of the Reporting Person set forth below
is a United States citizen.
<TABLE>
<CAPTION>
Residence or Business Principal Occupation
Name Address and Business Address
---- ------- --------------------
<S> <C> <C>
Edgar M. Cullman 387 Park Avenue South Chairman of the Board
(Director and Officer) New York, NY 10016-8899 Culbro Corporation (1)
Edgar M. Cullman, Jr. 387 Park Avenue South President and Chief
(Director and Officer) New York, NY 10016-8899 Executive Officer
Culbro Corporation (1)
A. Ross Wollen 387 Park Avenue South Senior Vice President, General
(Officer) New York, NY 10016-8899 Counsel and Secretary
Culbro Corporation (1)
Jay M. Green 387 Park Avenue South Executive Vice President, Chief
(Officer) New York, NY 10016-8899 Financial Officer and Treasurer
Culbro Corporation (1)
Joseph C. Aird 387 Park Avenue South Senior Vice President - Controller
(Officer) New York, NY 10016-8899 Culbro Corporation (1)
Bruce A. Barnet 275 Washington Street President and Chief Executive
(Director) Newton, MA 02158-1630 Officer
Cahners Publishing Company (2)
John L. Bernbach 800 Third Avenue Chairman and Chief Executive
(Director) New York, NY 10022 Officer
The Bernbach Group, Inc. (3)
John L. Ernst 641 Lexington Avenue Chairman of the Board and
(Director) New York, NY 10022 President
Bloomingdale Properties, Inc. (4)
Thomas C. Israel 707 Westchester Avenue Chairman
(Director) White Plains, NY 10604 A.C. Israel Enterprises, Inc. (5)
Dan W. Lufkin 711 Fifth Avenue Private Investor (6)
(Director) New York, NY 10022
Graham V. Sherren St. Giles House Chairman and Chief Executive
(Director) 50 Poland Street Officer
London W1V 4AX England Centaur Communications Limited
(7)
Peter J. Solomon 767 5th Avenue (26th Floor) Chairman
(Director) New York, NY 10153 Peter J. Solomon Company
Limited (8)
Francis T. Vincent, Jr. 300 First Stamford Place Private Investor (9)
(Director) Stamford, CT 06902
</TABLE>
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Page 8 of 9 pages
(1) The principal business address of Culbro Corporation is 387 Park Avenue
South, New York, NY 10016-8899. Its principal business is to act as a
holding company with respect to General Cigar Holdings, Inc. and Culbro
Land Resources, Inc.
(2) The principal business address of Cahners Publishing Company is 275
Washington Street, Newton, MA 02158-1630. Its principal business is
publishing.
(3) The principal business address of The Bernbach Group, Inc. is 800 Third
Avenue, New York, NY 10022. Its principal business is consulting.
(4) The principal business address of Bloomingdale Properties, Inc. is 641
Lexington Avenue, New York, NY 10022. Its principal business is
investments and real estate.
(5) The principal business address of A.C. Israel Enterprises, Inc. is 707
Westchester Avenue, White Plains, NY 10604. Its principal business is
investing.
(6) The principal business address of Dan W. Lufkin's business is 711 Fifth
Avenue, New York, NY 10022. Its principal business is investing.
(7) The principal business address of Centaur Communications Limited is St.
Giles House, 50 Poland Street, London W1V 4AX England. Its principal
business is publishing magazines and trade periodicals in the United
Kingdom.
(8) The principal business address of Peter J. Solomon Company Limited is 767
5th Avenue (26th Floor), New York, NY 10153. Its principal business is
investment banking.
(9) The principal business address of Francis T. Vincent, Jr.'s business is
300 First Stamford Place, Stamford, CT 06902. Its principal business is
investing.
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Page 9 of 9 pages
Signatures
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/ A. Ross Wollen
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Name: A. Ross Wollen
Title: Senior Vice President, General
Counsel and Secretary
Dated: March 12, 1997
<PAGE>
Exhibit Index
Exhibit A -- Distribution Agreement among Culbro Corporation, Culbro Land
Resources, Inc. and General Cigar Holdings, Inc. (incorporated
by reference to Exhibit 2.1 of Amendment No. 1 to the Form S-1
Registration Statement of General Cigar Holdings, Inc.
(Registration No. 333-18791) filed with the Securities and
Exchange Commission on February 4, 1997).
Exhibit B -- Merger Agreement among Culbro Corporation and General Cigar
Holdings, Inc. (incorporated by reference to Exhibit 2.2 of
Amendment No. 1 to the Form S-1 Registration Statement of
General Cigar Holdings, Inc. (Registration No. 333- 18791)
filed with the Securities and Exchange Commission on February
4, 1997).
