SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Huffman Koos Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
000443221
(CUSIP Number)
Michael H. Solomon
Breuner's Home Furnishings Corporation
7069 Consolidated Way
San Diego, California 92121
(619) 549-8030
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Edward R. Mandell, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6000
September 18, 1995
(Date of Event Which Requires Filing of this Statement)
Check the following box if a fee is being paid with this Statement <PAGE>
CUSIP No. 000443221
(1) NAME OF REPORTING PERSONS: HK Acquisition Company, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
BK & AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED See Item 5.
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH See Item 5.
(9) SOLE DISPOSITIVE POWER
See Item 5.
(10) SHARED DISPOSITIVE POWER
See Item 5.
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14) TYPE OF REPORTING PERSON
CO<PAGE>
CUSIP No. 000443221
(1) NAME OF REPORTING PERSONS: Breuner's Home Furnishings Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
BK & AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED See Item 5.
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH See Item 5.
(9) SOLE DISPOSITIVE POWER
See Item 5.
(10) SHARED DISPOSITIVE POWER
See Item 5.
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14) TYPE OF REPORTING PERSON
CO<PAGE>
CUSIP No. 000443221
(1) NAME OF REPORTING PERSONS: Kidd, Kamm Investments, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
BK & AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED See Item 5.
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH See Item 5.
(9) SOLE DISPOSITIVE POWER
See Item 5.
(10) SHARED DISPOSITIVE POWER
See Item 5.
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 000443221
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $.01 per share (the "Shares"), of Huffman Koos Inc., a
Delaware corporation (the "Issuer"). The address of the Issuer's principal
executive offices is Route 4 and Main Street, River Edge, New Jersey 07661.
Item 2. Identity and Background.
(a)-(c), (f) This Schedule 13D is being jointly filed by HK Acquisition
Company, Inc., a Delaware corporation (the "Purchaser"), and a wholly owned
subsidiary of Breuner's Home Furnishings Corporation, a Delaware corporation
(the "Parent"), the Parent and Kidd, Kamm Equity Partners, L.P., a Delaware
limited partnership ("KKEP"), the beneficial owner of approximately 90% of the
Common Stock of the Parent. The general partner of KKEP is Kidd, Kamm
Investments, L.P., a Delaware limited partnership ("Investments"). The general
partner of Investments is Kidd, Kamm Investments, Inc., a Delaware corporation
("Kidd, Kamm").
The information set forth in the "Introduction", Section 9. "Certain
Information Concerning the Parent and the Purchaser" and Schedule I of the
Offer to Purchase dated September 25, 1995 to purchase for cash all outstanding
Shares of the Issuer (the "Offer to Purchase"), a copy of which is filed as
Exhibit (2) to this Schedule 13D, and is incorporated herein by reference.
(d)-(e) None of the Parent, the Purchaser or Kidd, Kamm or, to the best
knowledge of the Parent, the Purchaser or Kidd, Kamm, any of the executive
officers and directors of such entities, has during the last five years (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 activities subject to, federal or state
securities laws or finding any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in the "Introduction" and in Section 10.
"Source and Amount of Funds" of the Offer to Purchase is incorporated herein by
reference.
Item 4. Purpose of Transaction
The information set forth in the "Introduction", Section 7. "Possible
Effect of the Offer on the Market for Shares; NASDAQ/NMS Quotation; Exchange
Act Registration"; Section 11. "Background of the Offer; The Merger Agreement;
T h e Stockholders Agreement; Confidentiality Agreement; Non-Solicitation
Agreement" and Section 12. "Purpose of the Offer; The Merger; Plans for the
Company" of the Offer to Purchase is incorporated herein by reference.
Except as set forth above, none of the Parent, the Purchaser or KKEP
have any plans or purposes which relate to or would result in any of the
actions set forth in Item 4(a)-(j) on Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(d) The information set forth in the "Introduction", Section 9.
"Certain Information Concerning the Parent and the Purchaser", Section 11.
"Background of the Offer; The Merger Agreement; The Stockholders Agreement;
Confidentiality Agreement; Non-Solicitation Agreement" and Schedule I of the
Offer to Purchase is incorporated herein by reference. Each of the Parent, the
<PAGE>
CUSIP No. 000443221
Purchaser and Kidd, Kamm disclaims, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, beneficial ownership of the Shares
owned by the Majority Stockholders as such term is defined in the Offer to
Purchase.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to the Securities of the Issuer.
The information set forth in the "Introduction", Section 9. "Certain
Information Concerning the Parent and the Purchaser", Section 10. "Source and
Amount of Funds", Section 11. "Background of the Offer; The Merger Agreement;
T h e Stockholders Agreement; Confidentiality Agreement, Non-Solicitation
Agreement", Section 13. "Conditions to the Offer" and Section 15. "Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
(1) Joint Filing Agreement.
(2) Offer to Purchase dated September 25, 1995 (the "Offer to
Purchase"). 1
(3) Letter of Transmittal. 2
(4) Commitment Letter, dated September 11, 1995 from Nomura
Holding America Inc. 3
(5) Agreement and Plan of Merger dated as of September 18, 1995
among the Parent, the Purchaser and the Company (Included
as Exhibit A to the Offer to Purchase).
(6) Stockholders Agreement dated as of September 18, 1995
between the Parent, the Purchaser and the persons
designated therein as the Majority Stockholders (Included
as Exhibit B to the Offer to Purchase).
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1
Incorporated by Reference to Exhibit (a)(1) to the Schedule 14D-1 filed with
the Securities and Exchange Commission by the Parent, the Purchaser and
Kidd, Kamm on September 25, 1995 (the "14D-1").
2
Incorporated by Reference to Exhibit (a)(2) to the 14D-1.
3
Incorporated by Reference to Exhibit (b)(1) to the 14D-1.
<PAGE>
CUSIP No. 000443221
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.
Dated: September 28, 1995 HK ACQUISITION COMPANY, INC.
By: /s/ Michael H. Solomon
Name: Michael H. Solomon
Title: Chairman
BREUNER'S HOME FURNISHINGS
CORPORATION
By: /s/ Michael H. Solomon
Name: Michael H. Solomon
Title: Chairman and Chief Executive
Officer
KIDD, KAMM EQUITY PARTNERS, L.P.
By: Kidd, Kamm Investments, L.P.
(its general partner)
By: Kidd, Kamm Investments, Inc.
(its general partner)
By: /s/ Kurt L. Kamm
Name: Kurt L. Kamm
Title: President
<PAGE>
CUSIP No. 000443221
INDEX TO EXHIBITS
Exhibit Page
Number Description Number
(1) Joint Filing Agreement.
(2) Offer to Purchase dated September 25, 1995 (the
"Offer to Purchase"). 1
(3) Letter of Transmittal. 2
(4) Commitment Letter, dated Septembe 11, 1995 from
Nomura Holding America Inc. 3
(5) Agreement and Plan of Merger dated as of
September 18, 1995 among the Parent, the
Purchaser and the Company (Included as Exhibit A to
the Offer to Purchase).
(6) Stockholders Agreement dated as of September 18,
1995 between the Parent and the persons designated
therein as the Majority Stockholders (Included as
Exhibit B to the Offer to Purchase).
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1
Incorporated by Reference to Exhibit (a)(1) to the Schedule 14D-1 filed with
the Securities and Exchange Commission by the Parent, the Purchaser and
Kidd, Kamm on September 25, 1995 (the "14D-1").
2
Incorporated by Reference to Exhibit (a)(2) to the 14D-1.
3
Incorporated by Reference to Exhibit (b)(1) to the 14D-1.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of
1934, as amended, we the undersigned agree that this Schedule 13D
(including any and all amendments thereto), to which this Agreement is
attached as Exhibit 1, is (and, in the case of amendments, will be)
filed on behalf of each of us.
This Agreement may be executed in counterparts, each one of which
shall be considered an original, and all of which, when taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of the 28th day of September, 1995.
HK ACQUISITION COMPANY, INC.
By: /s/ Michael H. Solomon
Name: Michael H. Solomon
Title: Chairman
BREUNER'S HOME FURNISHINGS
CORPORATION
By: /s/ Michael H. Solomon
Name: Michael H. Solomon
Title: Chairman and Chief
Executive Officer
KIDD, KAMM EQUITY PARTNERS, L.P.
By: Kidd, Kamm Investments,L.P.
(its general partner)
By: Kidd, Kamm Investments,Inc.
(its general partner)
By: /s/ Kurt L. Kamm
Name: Kurt L. Kamm
Title: President
<PAGE>
