This Amendment No. 2 to the Rule 13E-4 Transaction
Statement is being filed by Hart Holding Company Incorporated
(the "Corporation") with respect to its Common Stock, $.01 par
value. An amendment to the Corporation's Restated Certificate of
Incorporation (the "Amendment") was filed with the Secretary of
State of the State of Delaware on August 16, 1994. The Amendment
provides for a reduction in the number of authorized shares of
the Corporation's common stock from 40,000,000 shares of $.01 par
value ("Existing Shares") to 75,000 shares of $1.00 par value,
CUSIP Number 416086502 ("New Shares") and a six hundred to one
reverse stock split (the "Reverse Stock Split") of the
Corporation's Existing Shares. The Reverse Stock Split became
effective upon filing of the Amendment with the Secretary of
State of the State of Delaware, resulting in the automatic
conversion of every 600 Existing Shares into one New Share. As a
result of the Reverse Stock Split, holders of less than 600
Existing Shares who do not elect or are unable to purchase
additional shares prior to 5:00 p.m. Eastern Daylight Time on
September 15, 1994, the deadline for rounding up fractional
holdings to the next whole share, will cease to be stockholders
of the Corporation and the Corporation will acquire for cash all
resulting fractional New Shares at a price equal to $1,350 per
New Share (the "Cash Consideration") which is equivalent to $2.25
for each Existing Share repurchased. As a result of the Reverse
Stock Split, stockholders will receive one New Share for each 600
Shares currently held. All Existing Shares not converted into
New Shares are converted into the right to receive the Cash
Consideration. Stockholders owning whole New Shares as a result
of the Reverse Stock Split have the right to tender such whole
New Shares for a period of 97 days following the consummation of
the Reverse Stock Split for a purchase price of $1,350 per New
Share (the "Purchase Offer"). The Purchase Offer is not
conditional on any minimum number of shares being tendered and
will expire at 5:00 p.m. Eastern Standard Time, on November 21,
1994, unless further extended. The terms of the Reverse Stock
Split and the offer to purchase any resulting whole New Share are
mandated by and subject to the conditions set forth in the
settlement of two class action lawsuits entitled Claire Lois
------------
Spark Loeb v. James W. Hart, et al., Del. Ch., C.A. 12830,
- --------------------------------------
Jacobs, V.C., and Rochelle Brooks v. James W. Hart, et al., Del.
----------------------------------------
Ch., C.A. 12831 Jacobs, V.C. filed in the Court of Chancery of
the State of Delaware, challenging an earlier proposed 300 to one
reverse stock split of the Corporation's common stock which was
announced on December 18, 1992. The Court of Chancery entered an
order approving the terms of the settlement on April 15, 1994
(the "Settlement Approval Date").
Prior to the filing of this Statement, the Corporation
filed a Schedule 13E-3 ("Schedule 13E-3"), with exhibits, with
the Securities and Exchange Commission and Amendment No. 1
thereto. The cross-reference sheet below is being supplied
pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the Schedule 13E-3 of the information required to be
included in response to the items in this Statement.
Item 1. Security and Issuer.
(a) The name of the issuer is Hart Holding Company
Incorporated, a Delaware corporation, and the address of its
principal executive office is 1120 Boston Post Road, Darien,
Connecticut 06820.
(b) The exact title of the class of equity securities
to which this statement relates is Common Stock, par value $.01
per share. The information set forth under the captions "MARKET
AND DIVIDEND INFORMATION", "BACKGROUND OF REVERSE STOCK SPLIT AND
PURCHASE OFFER" "TERMS OF REVERSE STOCK SPLIT AND PURCHASE OFFER"
and "EXCHANGE OF SHARES AND PAYMENT IN LIEU OF ISSUANCE OF
FRACTIONAL SHARES" in the Rule 13E-3 Transaction Statement (the
"Information Statement") is incorporated herein by reference.
(c) The information set forth under the caption
"MARKET AND DIVIDEND INFORMATION" of the Information Statement is
incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other
Consideration.
(a) The information set forth under the caption
"SOURCE AND AMOUNT OF FUNDS, EXPENSES" of the Information
Statement is incorporated herein by reference.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or
Proposals of the Issuer or Affiliate.
The information set forth under the caption "SPECIAL
FACTORS -- Purposes of the Reverse Stock Split" of the
Information Statement is incorporated herein by reference.
(a) The information set forth under the caption "TERMS
OF REVERSE STOCK SPLIT AND PURCHASE OFFER" of the Information
Statement is incorporated herein by reference.
(b)-(f) Not applicable.
(g) The information set forth under the caption
"RECOMMENDATION OF BOARD OF DIRECTORS, VOTE REQUIRED" of the
Information Statement is incorporated herein by reference.
(h)-(j) The information set forth under the caption
"EFFECTS OF THE REVERSE STOCK SPLIT -- Termination of Exchange
Act Registration" of the Information Statement is incorporated
herein by reference.
Item 4. Interest in Securities of the Issuer.
The information set forth under the caption "SPECIAL
FACTORS -- Background and Reasons for the Reverse Stock Split -
Repurchase of the Corporation's Existing Shares" of the
Information Statement is incorporated herein by reference.
Item 5. Contracts, Arrangements or Understandings or
Relationships with Respect to the Issuer's Securities.
Not applicable.
Item 6. Persons Retained, Employed or to Be
Compensated.
The information set forth in the cover page of the
Information Statement, and under the caption "SOURCE AND AMOUNT
OF FUNDS, EXPENSES", of the Information Statement are
incorporated herein by reference. The time and efforts of
certain officers and other employees of the Corporation have been
utilized in connection with the preparation of the Schedule
13E-4, the Schedule 13E-3, the Information Statement and related
materials sent to stockholders and have been and will be utilized
in connection with overseeing this transaction. The Corporation
may utilize its employees to solicit tenders of shares from
stockholders. Except as otherwise disclosed in this Item 6, no
person has been or will be retained, employed or compensated to
make solicitations or recommendations in connection with the
Schedule 13E-4 transaction.
Item 7. Financial Information.
(a) The information set forth under the captions
"FAIRNESS OF THE REVERSE STOCK SPLIT", "SELECTED CONSOLIDATED
FINANCIAL DATA", "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS", and "FINANCIAL
INFORMATION" of the Information Statement is incorporated herein
by reference. Audited financial statements of the Corporation
for the fiscal years ended December 31, 1992 and 1993 are set
forth in the Financial Statements and notes thereto contained on
pages 23 through 43 of the Corporation's 1993 Annual Report on
Form 10-K (the "1993 Form 10-K Report") and following page 28 of
the Corporation's 1992 Annual Report on Form 10-K (the "1992 Form
10-K Report"). The report of independent accountants thereon is
set forth on page 28 of the 1993 Form 10-K Report and page 28 of
the 1992 Form 10-K Report. Unaudited financial statements of the
Corporation for the quarterly period ended April 3, 1994 are set
forth in the Financial Statements and notes thereto contained in
pages 3 through 11 of the Corporation's Quarterly Report on Form
10-Q for the quarterly period ended April 3, 1994 (the "April 10-
Q"). Unaudited financial statement of the Corporation for the
quarterly period ended July 3, 1994 are set forth in the
Financial Statements and notes thereto contained in pages 3
through 11 of the Corporation's Quarterly Report or Form 10-Q for
the quarterly period ended July 3, 1994 (the "July 10-Q"). The
above noted sections of the 1993 Form 10-K Report, the 1992 Form
10-K Report, the April 10-Q and the July 10-Q are hereby
incorporated herein by reference.
(b) Not applicable.
Item 8. Additional Information.
(a)-(d) Not applicable.
(e) All of the information set forth in the
Information Statement is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
(a)(1) Information Statement of Hart Holding Company
Incorporated, filed with the Securities and Exchange Commission
on July 20, 1994.
(2) Letter of Transmittal.
(3) Schedule 13E-3, filed with the Securities and
Exchange Commission on June 30, 1994.
(4) Amendment No. 1 to Schedule 13E-3, filed with
the Securities and Exchange Commission on
August 29, 1994.
(5) Press Release issued by Hart Holding Company
Incorporated, dated September 14, 1994.
(6) Press Release issued by Hart Holding Company
Incorporated, dated October 18, 1994.
(b)-(e) Not applicable.
(f)(1) Hart Holding Company Incorporated Form 10-Q,
Quarterly Report pursuant to Section 13 or
15(d) of the Securities Act of 1934 for the
quarter ended April 3, 1994.
(f)(2) Hart Holding Company Incorporated Form 10-Q,
Quarterly Report pursuant to Section 13 or
15(d) of the Securities Act of 1934 for the
quarter ended July 3, 1994.
(f)(3) Hart Holding Company Incorporated Form 10-K,
Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for
the fiscal year ended December 31, 1993.
(f)(4) Hart Holding Company Incorporated Form 10-K,
Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for
the fiscal year ended December 31, 1992.
EXHIBIT INDEX
MATERIAL TO BE PAGE
FILED AS EXHIBITS NO.
Information
Statement of Hart
Holding Company
Incorporated, filed
with the Securities
and Exchange
Commission on
July 20, 1994.
Letter of
Transmittal.
Schedule 13E-3/Rule
13E-3 Transaction
Statement, filed
with the Securities
and Exchange
Commission on June
30, 1994.
Amendment No. 1 to
Schedule 13E-3/Rule
13E-3 Transaction
Statement, filed
with the Securities
and Exchange
Commission on August
29, 1994
Press Release issued
by Hart Holding
Company
Incorporated, dated
September 14, 1994.
Press Release issued
by Hart Holding
Company
Incorporated, dated
October 18, 1994
Hart Holding Company
Incorporated Form
10-Q, Quarterly
report pursuant to
Section 13 or 15(d)
of the Securities
Act of 1934 for the
quarter ended April
3, 1994.
Hart Holding Company
Incorporated Form
10-Q, Quarterly
report pursuant to
Section 13 or 15(d)
of the Securities
Act of 1934 for the
quarter ended July
3, 1994.
Hart Holding Company
Incorporated Form
10-K, Annual Report
pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934 for the
fiscal year ended
December 31, 1993.
Hart Holding Company
Incorporated Form
10-K, Annual Report
pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934 for the
fiscal year ended
December 31, 1992.
SIGNATURE
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.
HART HOLDING COMPANY INCORPORATED
By: /s/James W. Hart
------------------------------
Name: James W. Hart
Title: Chairman of the Board
Dated: October 20, 1994
HART HOLDING COMPANY INCORPORATEDContact: Mary Lou Schwemle
Telephone: (203) 655-6855
Darien, CT. (October 18, 1994) Hart Holding Company
Incorporated (formerly known as "Schick" or "Schick Electric")
announced today the further extension of the deadline for its
purchase offer for shares of common stock remaining outstanding
following the recently completed 600 to one reverse stock split.
The current October 20, 1994 deadline for the purchase offer will
be extended for an additional 32 days, expiring at 5:00 P.M.
E.S.T. on Monday, November 21, 1994. Shares submitted for
purchase should be delivered, along with properly completed
Letters of Transmittal, to the Corporation's transfer agent:
American Stock Transfer & Trust Company
Attention: Reorg. Department
40 Wall Street, 46th Floor
New York, New York 10005
Each share of common stock tendered pursuant to the
purchase offer will be repurchased for $1,350 per share, which is
equivalent to $2.25 for each pre-split share. The 600 to one
reverse stock split became effective on August 16, 1994. The
transaction resulted in the Corporation's becoming a private
company, which will no longer file periodic reports with the
Securities and Exchange Commission.
