SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
and
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
(Amendment No. 1)
Huffman Koos Inc.
(Name of Subject Company)
HK Acquisition Company, Inc.
a wholly owned subsidiary of
Breuner's Home Furnishings Corporation
(Bidders)
Common Stock, par value $.01 per share
(Title of Class of Securities)
000443221
(CUSIP Number of Class of Securities)
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 on Behalf of
Bidders)
Copies to:
Edward R. Mandell, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6000
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Page 2 of 4 Pages
CUSIP No. 000443221
This Amendment No. 1 amends and supplements the
Statement on Schedule 14D-1 filed September 25, 1995 relating to
the tender offer by HK Acquisition Company, Inc., a Delaware
corporation (the "Purchaser") and a subsidiary of Breuner's Home
Furnishings Corporation, a Delaware corporation (the "Parent"), to
purchase all outstanding shares of Common Stock, par value $.01
per share (the "Shares"), of Huffman Koos Inc., a Delaware
corporation at $9.375 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated September 25, 1995 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which together constitute
the "Offer"). Kidd, Kamm Equity Partners, L.P., a Delaware
limited partnership ("KKEP"), is the beneficial owner of
approximately 90% of the Common Stock of the Parent and,
therefore, may be deemed to control the Purchaser. 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"). This Amendment No. 1 also constitutes
Amendment No. 1 to the Statement on Schedule 13D filed September
28, 1995 by the Purchaser, the Parent and Kidd, Kamm. Unless
otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings assigned to them in the Offer to
Purchase.
Item 10. Additional Information.
Item 10 is hereby amended and supplemented by the
following additional information:
On October 24, 1995, the Purchaser announced that it had
extended the Offer to expire at 9:00 a.m., New York City time, on
Thursday, October 26, 1995. A copy of a press release announcing
the extension of the Offer is annexed hereto as Exhibit (a)(8) and
is incorporated herein by reference in its entirety.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the
following:
(a)(8) Form of Press Release, dated October 24, 1995.
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Page 3 of 4 Pages
CUSIP No. 000443221
SIGNATURES
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.
Dated: October 24, 1995 HK ACQUISITION COMPANY, INC.
By: /s/ Michael H. Solomon
Name: Michael H. Solomon
Title: Chairman
BREUNER'S HOME FURNISHINGS
CORPORATION
By: /s/ Michael S. 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>
Page 4 of 4 Pages
CUSIP No. 000443221
INDEX TO EXHIBITS
Exhibit
Number Description
(a)(8) Form of Press Release, dated October 24, 1995.<PAGE>
GEORGESON
& COMPANY INC.
From: HK Acquisition Company, Inc. For Release:
IMMEDIATELY
CONTACT: Information Agent
Georgeson & Company
(800) 223-2064
HK ACQUISITION COMPANY, INC. EXTENDS TENDER OFFER
San Diego, California, October 24, 1995 -- HK Acquisition Company,
Inc. announced today that it had extended its previously announced
tender offer for all shares of common stock of Huffman Koos Inc.
(NASDAQ/NMS:HUFK). The tender offer had been set to expire at
midnight on October 23, 1995. As a result of the extension, the
tender offer and withdrawal rights thereunder will now expire at
9:00 a.m., New York City time, on Thursday, October 26, 1995. HK
Acquisition Company, Inc. is a corporation formed by Breuner's
Home Furnishings, Inc., approximately 90% of the Common Stock of
which is owned by Kidd, Kamm Equity Partners, L.P.
HK Acquisition Company, Inc. stated that the Huffman Koos tender
offer was being extended pending satisfaction of the Financing
Condition to the tender offer.
HK Acquisition Company, Inc. stated that it had been advised by
First Chicago Trust Company of New York, the depositary for the
tender offer, that as of midnight on October 23, 1995, an
aggregate of 3,888,477 shares of common stock of Huffman Koos Inc.
had been tendered and not withdrawn (approximately 99% of the
outstanding stock of Huffman Koos Inc.).
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