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. 3)
(Final Amendment)
and
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
(Amendment No. 3)
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<PAGE>
CUSIP No. 000443221
This Amendment No. 3 (the "Final Amendment") 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 Final Amendment also constitutes Amendment No. 3 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.
On October 27, 1995, the Purchaser was merged with and into the Company,
and the separate corporate existence of the Purchaser ceased. Therefore, this
Final Amendment is being filed only by 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by the following additional
information:
The Parent has been informed that on October 30, 1995, following
completion of the Merger, the Company filed with the Securities and Exchange
Commission a Certification and Notice of Termination of Registration under
Section 12(g) of the Exchange Act on Form 15 with respect to the Shares.
Additionally, the Parent has been informed that the Shares are no longer quoted
for trading on the NASDAQ/NMS.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by the following additional
information:
The Offer expired at 12:00 noon, New York City time, on, Friday October
27, 1995. Pursuant to the Offer, 3,913,010 Shares were validly tendered by
physical delivery of certificates, all
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CUSIP No. 000443221
of which have been accepted for payment by the Purchaser, and 1,000 Shares have
been tendered by Notices of Guaranteed Delivery, all of which will be accepted
for payment and for which payment will be made as and when physical delivery of
the related certificates and any other required documentation is made in
accordance with the terms and conditions of the Offer. A copy of the
Purchaser's press release announcing the completion of the Offer is annexed
hereto as Exhibit(a)(10) and is incorporated herein by reference in its
entirety.
On October 27, 1995, the Purchaser was merged with and into the Company.
The Company is the surviving corporation in the Merger and, as a result of the
Merger, has become a wholly owned subsidiary of the Parent. Because the
Purchaser had acquired more than 90% of the outstanding Shares pursuant to the
Offer, the Merger was effected without a meeting of stockholders of the
Company.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Form of Press Release, dated October 27, 1995
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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 30, 1995 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
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CUSIP No. 000443221
INDEX TO EXHIBITS
Exhibit
Number Description
(a)(10) Form of Press Release, dated October 27, 1995.
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GEORGESON & COMPANY INC.
From: Breuner's Home Furnishings Corporation For Release: IMMEDIATELY
CONTACT: Information Agent
Georgeson & Company
(800) 223-2064
BREUNER'S HOME FURNISHINGS CORPORATION COMPLETES
TENDER OFFER FOR HUFFMAN KOOS INC.
SAN DIEGO, California, (October 27, 1995) -- Breuner's Home Furnishings
Corporation announced today that the previously announced tender offer by
its wholly-owned subsidiary, HK Acquisition Company, Inc., for all shares
of common stock of Huffman Koos Inc. (NASDAQ/NMS:HUFK) expired at 12:00
noon, New York City time, on Friday, October 27, 1995. Approximately 90%
of the Common Stock of Breuner's is owned by Kidd, Kamm Equity Partners,
L.P.
Breuner's Home Furnishings Corporation stated that it had been advised by
First Chicago Trust Company of New York, the depositary for the tender
offer, that 3,913,010 shares of common stock of Huffman Koos Inc. (over
99% of the outstanding stock of Huffman Koos Inc.) were validly tendered
by physical delivery of certificates, all of which have been accepted for
payment by HK Acquisition Company, Inc., and 1,000 shares of common stock
have been tendered by notice of guaranteed delivery.
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