This Amendment No. 4 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
provided 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 did not elect or were 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, ceased to be stockholders of
the Corporation and the Corporation agreed to 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 received one New Share for each
600 Existing Shares. All Existing Shares not converted into New
Shares were converted into the right to receive the Cash
Consideration. Stockholders owning whole New Shares as a result
of the Reverse Stock Split had 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 was not conditional
on any minimum number of shares being tendered and expired at
5:00 p.m. Eastern Standard Time on November 21, 1994. As of the
close of business on November 21, 1994, 82,581 shares were
tendered pursuant to the Purchase Offer. After giving effect to
the Reverse Stock Split and the Purchase Offer, there are
approximately 21,113 New Shares outstanding held by 47
stockholders of record. The terms of the Reverse Stock Split and
the offer to purchase any resulting whole New Share were 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 401 Merritt 7 Corporate Park,
Norwalk, Connecticut 06856.
(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. As
of the close of business on December 2, 1994, 21,113 New Shares
were outstanding and held by 47 stockholders of record.
(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
(7) Press Release issued by Hart Holding Company
Incorporated, dated October 26, 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
Press Release issued
by Hart Holding
Company Incorporated,
dated October 26,
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: December , 1994
