UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT (Pursuant to Section
13(e) of the Securities Exchange Act of 1934)
HART HOLDING COMPANY INCORPORATED (Name of Issuer)
JAMES W. HART
Name of Affiliate)
HART HOLDING COMPANY INCORPORATED JAMES W. HART
Name of persons filing Statement)
Common Stock, $.01 par value, of Hart Holding Company
Incorporated
(Title of Class of Securities)
416086106
(CUSIP Number of Class of Securities)
Louis J. Bevilacqua, Esq. Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to receive Notices and
Communications on Behalf of
Person Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an
information statement subject to Regulation 14A [17 CFR
240.14a-1 to 240.14b-1], Regulation 14C
[17 CFR 240.14c-1 to 240.14c-101] or Rule 13e3(c)
[Section 240.13e-(c)] under the Securities Exchange
Act of 1934.
b. The filing of a registration statement under the
Securities Act of 1933.
c. [x] A tender offer.
d. None of the above.
Check the following box if the soliciting material or information statement
referred to in checking box (a) are preliminary copies:
[ ]
CALCULATION OF FILING FEE
Transaction valuation Amount of Filing Fee
$ 1,313,550.00* $ 0
*583,800 shares of the Issuer's Common Stock, par value $.01
redeemed for cash consideration of $2.25 per share.
[x] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount previously paid: $ 262.71
Filing Party: Hart Holding Company Incorporated
Form of Registration: Preliminary Proxy Statement ($125.00)
Date Filed: December 15, 1992
Issuer Tender Offer
Statement ($137.71) Date Filed: April 20, 1994
This amended Rule 13E-3 Transaction Statement is being filed by Hart Holding
Company Incorporated (the "Corporation") and its Majority Stockholder, James
W. Hart, individually and as an affiliate of 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 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
Existing Shares currently held. All Existing Shares not converted into
New Shares are converted into the right to receive the Cash Consideration.
Stockholders that hold fractional shares after the Reverse Stock Split may
elect to forego the Cash Consideration and round up their fractional
holdings to the next whole share (on a first-come, first-served basis, subject
to the availability of fractional shares) by paying $2.25 for each 1/600 of a
share needed to round up their holdings to equal one New Share.
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 30 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 Daylight Time, on September 15, 1994, unless 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"). In order to be eligible to round up
fractional shares of New Common Stock to the next whole New Share, a
stockholder must be the stockholder of record with
respect to such shares on both the Settlement Approval Date and the effective
date of the Reverse Stock Split.
Prior to the filing of this amended Statement, the Corporation filed an
Issuer Tender Offer Statement, Schedule 13E4 ("Schedule 13E-4"), with
exhibits, with the Securities and Exchange Commission. 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-4 of the information
required to be included in response to the items in this Statement.
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
<S> <C> <C>
Location of Item in Location of Item in
Item in Schedule 13E-3 Schedule 13E-4 Information Statement
Item 1 (a).................Item 1(a) Cover
(b).................Item 1(b) "MARKET AND DIVIDEND
INFORMATION"
(c).................Item 1(c) "MARKETAND DIVIDEND
INFORMATION"
(d).................Item 1(c) "MARKET AND DIVIDEND
INFORMATION"
(e)................. * *
(f)................. "SPECIAL FACTORS --Background
and Reasons for the Reverse Stock Split -
Repurchase of
the Corporation's Existing
Shares"
"MARKET AND DIVIDEND
INFORMATION"
Item 2 (a)................. *"BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL
STOCKHOLDERS"
(b)................. *"BOARD OF DIRECTORS,EXECUTIVE
OFFICERS AND PRINCIPAL STOCKHOLDERS"
(c)................. *"BOARD OF DIRECTORS,EXECUTIVE
OFFICERS AND PRINCIPAL STOCKHOLDERS"
(d)................. *"BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS"
(e)................. *"BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS"
(f)................. *"BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS"
(g)................. *BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS"
Item 3 (a)................. *"BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS"
(b)................. *"BACKGROUND OF REVERSE
STOCK SPLIT AND PURCHASE
OFFER"
"SPECIAL FACTORS -Background
and Reasons
for the Reverse Stock Split -
Repurchase of
the Corporation's Existing
Shares"
Item 4 (a).................Item 1(b) "BACKGROUND OF REVERSE
STOCK SPLIT AND PURCHASE
OFFER"
"TERMS OF REVERSE STOCK SPLIT
AND PURCHASE OFFER"
"EXCHANGE OF SHARES AND PAY
MENT IN LIEU OF
ISSUANCE OF FRACTIONAL SHARES"
(b)................. *
Item 5 (a).................Item 3(b) *
(b).................Item 3(c) *
(c).................Item 3(d) *
(d).................Item 3(e) *
(e).................Item 3(f) *
(f).................Item 3(i) "REVERSE STOCK
SPLIT -- Termination of
Exchange Act
Registration"
(g).................Item 3(j) "REVERSE STOCK
SPLIT -- Termination of
Exchange Act
Registration"
Item 6 (a).................Item 2(a) "SOURCE AND AMOUNT OF
FUNDS, EXPENSES"
(b).................* "SOURCE AND AMOUNT OF
FUNDS, EXPENSES"
(c).................Item 2(b), (1)
and (2) *
(d)........................* *
Item 7 (a).................Item 3 "SPECIAL FACTORS --
Purposes of the Reverse Stock
Split"
(b)................. * "SPECIAL FACTORS --
Background and Reasons for
the Reverse Stock Split"
"SPECIAL FACTORS -Decision
to Propose the Reverse
Stock Split"
"FAIRNESS OF THE REVERSE
STOCK SPLIT"
(c)................. * BACKGROUND OF REVERSE
STOCK SPLIT AND PURCHASE
OFFER"
"SPECIAL FACTORS -Background
and Reasons
for the Reverse Stock Split"
"SPECIAL FACTORS -Decision to
Propose
the Reverse Stock Split"
(d).................Item 3(j) "EFFECTS OF THE
REVERSE STOCK SPLIT
Item 8 (a)................. * "SPECIAL FACTORS --
Background and Reasons for
the
Reverse Stock
Split"
"SPECIAL FACTORS -Decision to
Propose
the Reverse Stock Split"
"SPECIAL FACTORS -Conflicts
of Interest,
Lack of Opinions, Appraisals
and
Reports"
"FAIRNESS OF THE
REVERSE STOCK SPLIT"
"RECOMMENDATION OF BOARD OF
DIRECTORS, VOTE
REQUIRED"
(b)................. * "SPECIAL FACTORS --
Background and Reasons for
the
Reverse Stock Split"
"SPECIAL FACTORS -Decision to
Propose
the Reverse Stock Split"
"SPECIAL FACTORS -Conflicts
of Interest,
Lack of Opinions, Appraisals
and Reports"
"FAIRNESS OF THE REVERSE STOCK
SPLIT"
"RECOMMENDATION OF BOARD OF
DIRECTORS, VOTE
REQUIRED"
(c)................. * "SPECIAL FACTORS --
Background and Reasons
for the Reverse Stock Split"
"SPECIAL FACTORS -Decision to
Propose the Reverse Stock
Split "SPECIAL FACTORS -
Conflicts of Interest,
Lack of Opinions, Appraisals
and Reports" "FAIRNESS OF THE
REVERSE STOCK SPLIT"
"RECOMMENDATION OF BOARD
OF DIRECTORS, VOTE REQUIRED"
(d)................. * "SPECIAL FACTORS --
Background and Reasons
for the Reverse Stock Split"
"SPECIAL FACTORS -Decision to
Propose
the Reverse Stock Split"
"SPECIAL FACTORS -Conflicts
of Interest,
Lack of Opinions, Appraisals
and
Reports"
"FAIRNESS OF THE REVERSE STOCK
SPLIT"
"RECOMMENDATION OF BOARD OF
DIRECTORS, VOTE REQUIRED"
(e)................. * "SPECIAL FACTORS --
Background and Reasons for the
Reverse Stock Split"
"SPECIAL FACTORS -Decision to
Propose
the Reverse Stock Split"
"SPECIAL FACTORS -Conflicts
of Interest,
Lack of Opinions, Appraisals
and Reports"
"FAIRNESS OF THE REVERSE STOCK
SPLIT"
"RECOMMENDATION OF BOARD OF
DIRECTORS, VOTE
REQUIRED"
(f)................. * *
Item 9 (a)................. * "SPECIAL FACTORS --
Conflicts of Interest, Lack of
Opinions, Appraisals
and Reports"
"FAIRNESS OF THE REVERSE STOCK
SPLIT"
(b)................. * *
(c)................. * *
Item 10 (a)................. * "BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS"
(b).................Item 4 "SPECIAL FACTORS --
Background and Reasons for
the Reverse Stock Split -
Corporation's Existing
Shares"
Item 11 ....................Item 5 "BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS"
Item 12 (a).................Item 1(b) "VOTE OF MAJORITY
STOCKHOLDER TO BE
DETERMINATIVE"
"RECOMMENDATION OF THE BOARD
OF DIRECTORS,
VOTE REQUIRED"
(b).................* "RECOMMENDATION OF THE
BOARD OF DIRECTORS, VOTE
REQUIRED"
Item 13 (a).................* "APPRAISAL RIGHTS"
(b).................* *
(c).................* *
Item 14 (a).................Item 7(a),(1)and (2) "FAIRNESS OF THE
REVERSE STOCK SPLIT"
"SELECTED
CONSOLIDATED
FINANCIAL DATA"
"MANAGEMENT'S DISCUSSION AND
ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS"
"FINANCIAL INFORMATION"
(b).................Item 7(b)(1),(2)
,and(3) *
Item 15 (a).................* "SOURCE AND AMOUNT OF
FUNDS, EXPENSES"
(b).................Item 6 "SOURCE AND AMOUNT OF
FUNDS, EXPENSES"
Item 16 Item 8(e) Entire Information Statement
Item 17 (a).................* *
(b).................* *
(c).................* *
(d).................Item 9(a)(1) Entire Information Statement
(e).................* *
(f).................* *
_______________________
* The Item is not required by Schedule 13E-4.
</TABLE>
Item 1. Issuer and Class of Security Subject to the
Transaction.
(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 caption "MARKET AND DIVIDEND INFORMATION" of the
Information Statement is incorporated herein by reference. Upon the
filing of the Amendment on August 16, 1994, every 600 shares of Common
Stock, per value $.01 per share was automatically converted into one share
of common stock, par value $1.00 per share. Upon such conversion,
assuming all fractional shares were exchanged for the Cash Consideration,
there were approximately 58 stockholders of record and, approximately 21,250
New Shares outstanding.
(c) The information set forth under the caption "MARKET AND
DIVIDEND INFORMATION" of the Information Statement is incorporated herein by
reference.
(d) The information set forth under the caption "MARKET AND
DIVIDEND INFORMATION" of the Information Statement is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth under the captions "SPECIAL
FACTORS -- Background and Reasons for the Reverse Stock Split - Repurchase of
the Corporation's Existing Shares" and "MARKET AND DIVIDEND INFORMATION" of
the Information Statement is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d), (g) This amended Statement is filed by Hart Holding
Company Incorporated, a Delaware corporation and a diversified industrial
company, with principal executive offices at 1120 Boston Post Road, Darien,
Connecticut 06820 and James W. Hart, an individual with a business address of
c/o Hart Holding Company Incorporated, 1120 Boston Post Road, Darien,
Connecticut 06820.
The information set forth under the caption "BOARD OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS" of the Information Statement is
incorporated herein by reference.
(e)-(f) To the best of the Corporation's knowledge, each person
described under the caption "BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS" of the Information Statement is a citizen of
the United States and during the last 5 years no such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he 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 violation of such laws.
Mr. Hart is a citizen of the United States and, during the last 5 years,
Mr. Hart has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he 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 violation of such laws.
Item 3. Past Contracts, Transactions or Negotiations.
(a) The information set forth under the caption "BOARD OF DIRECTORS,
EXECUTIVE OFFICERS, AND PRINCIPAL STOCKHOLDERS" is incorporated herein by
reference.
(b) The information set forth under the captions
"BACKGROUND OF REVERSE STOCK SPLIT AND PURCHASE OFFER" and
"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 4. Terms of the Transaction.
(a) The information set forth under the captions "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" of the Information Statement is incorporated herein by
reference.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(e) Not applicable.
(f)-(g) The information set forth under the caption "REVERSE STOCK
SPLIT --Termination of Exchange Act Registration" of the Information
Statement is incorporated herein by reference. On August 16, 1994, the
Corporation filed a Form 15 certification and notice of termination of
registration under Section 12(g) in reliance in Rule 12g-4(a)(1)(i) of the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended.
Item 6. Source and Amount of Funds or Other Consideration.
(a)-(b) The information set forth under the caption "SOURCE AND
AMOUNT OF FUNDS, EXPENSES" of the Information Statement is incorporated
herein by reference.
(c)-(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The information set forth under the caption "SPECIAL
FACTORS -- Purposes of the Reverse Stock Split" of the Information Statement
is incorporated herein by reference.
(b) The information set forth under the captions "SPECIAL
FACTORS - Background and Reasons for the Reverse Stock Split - Repurchase
of the Corporation's Existing Shares", "SPECIAL FACTORS - Decision to
Propose the Reverse Stock Split" and "FAIRNESS OF THE REVERSE STOCK SPLIT"
of the Information Statement is incorporated herein by reference.
(c) The information set forth under the captions "BACKGROUND
OF REVERSE STOCK SPLIT AND PURCHASE OFFER",
"SPECIAL FACTORS -- Background and Reasons for the Reverse
Stock Split" and "SPECIAL FACTORS -- Decision to Propose the Reverse Stock
Split" of the Information Statement is incorporated herein by
reference.
(d) The information set forth under the caption "EFFECTS OF
THE REVERSE STOCK SPLIT" of the Information Statement is incorporated
herein by reference.
Item 8. Fairness of the Transaction.
(a)-(e) The information set forth under the captions "SPECIAL
FACTORS -- Background and Reasons for the Reverse Stock Split", "SPECIAL
FACTORS - Decision to Propose the Reverse Stock Split", "SPECIAL FACTORS --
Conflicts of Interest, Lack of Opinions, Appraisals and Reports",
"FAIRNESS OF THE REVERSE STOCK SPLIT" and "RECOMMENDATION OF BOARD OF
DIRECTORS, VOTE REQUIRED" of the Information Statement is incorporated herein
by reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain
Negotiations.
(a) The information set forth under the captions "SPECIAL
FACTORS -- Conflicts of Interest, Lack of Opinions,
Appraisals and Reports" and "FAIRNESS OF THE REVERSE STOCK SPLIT"
of the Information Statement is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 10. Interest in Securities of the Issuer.
(a) The information concerning the ownership of and transactions
in Common Stock set forth under the caption "BOARD OF DIRECTORS, EXECUTIVE
OFFICERS AND PRINCIPAL STOCKHOLDERS" of the Information Statement is
incorporated herein by reference except for the revisions set forth below.
Name Position Amount Of Percentage
Beneficial New Shares
Ownership of (1)
New Shares
Anthony L. Cartagine Vice President of 2 0%
Reeves Industries
and Reeves;
President-Apparel
Textile Group of
Reeves
James W. Hart(2) Director, Chairman 20,206 95%
of the Board, President,
Chief Executive
Officer, Chief Operating
Officer
and Chief Financial
Officer
of the Corporation;
Chairman of the Board
and Director of Reeves
Industries and Reeves
James W. Hart, Jr.(3)President, 0 0%
Chief Executive
Officer and Chief Operating Officer of Reeves Industries
and Reeves
Steven W. Hart (4) Executive Vice 301 1%
President,
Chief Financial
Officer and Treasurer
of Reeves Industries
and Reeves
V. William Lenoci Vice President of 9 0%
Reeves Industries
and Reeves; President
and Chief Executive Officer-
Industrial Coated Fabrics Group of Reeves
______________
(1) The calculation of "Percentage New Share" is based on the assumption
that all fractional shares were exchanged for Cash Consideration and, as a
result, approximately 21,250 New Shares remain outstanding.
(2) James W. Hart has options which provide for the issuance of 7,500 New
Shares upon the exercise thereof as follows: 2,500 immediately exercisable
at $1,350 per share; 2,500 exercisable on November 15, 1994 at $1,500 per share;
and 2,500 exercisable on November 15, 1995 at $1,650 per share.
(3) James W. Hart, Jr. elected to receive Cash Consideration for his 300
fractional shares and has a presently exercisable option for 100 New Shares.
(4) Steven W. Hart has a presently exercisable option for 100 New
Shares.
(b) 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 11. Contracts, Arrangements or Understandings
with Respect to the Issuer's Securities.
The information set forth under the caption "BOARD OF DIRECTORS,
EXECUTIVE OFFICERS, AND PRINCIPAL STOCKHOLDERS" is incorporated herein by
reference.
Item 12. Present Intention and Recommendation of
Certain Persons with Regard to the Transaction.
(a) The information set forth under the captions "VOTE OF MAJORITY
STOCKHOLDER TO BE DETERMINATIVE" and "RECOMMENDATION OF THE BOARD OF
DIRECTORS, VOTE REQUIRED" of the Information Statement is incorporated
herein by reference. On August 15, 1994 the Majority Stockholder executed a
consent with respect to his shares in favor of the Amendment. The Majority
Stockholder has rounded-up his fractional holdings resulting from the Reverse
Stock Split to the next whole New Share.
(b) The information set forth under the caption
"RECOMMENDATION OF THE BOARD OF DIRECTORS, VOTE REQUIRED" of the Information
Statement is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth under the caption "APPRAISAL
RIGHTS" of the Information Statement is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. 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
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 17 through 38 of the
portions of the Corporation's 1992 Annual Report on Form 10-K which are
attached hereto as an Exhibit (the "1992 Form 10-K Report") and on pages 23
through 43 of the Corporation's 1993 Annual Report on Form 10-K (the "1993
Form 10-K Report"). The report of independent accountants thereon is
set forth on page 28 of the 1993 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 statements of the Corporation for the quarterly
period ended July 3, 1994 are set forth in the Financial Statements
and notes thereto contained on pages 3 through 11 of the Corporation's
Quarterly Report on 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 15. Persons and Assets Employed, Retained or
Utilized.
(a)-(b) 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 13E3, the Information Statement and related materials to be 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 15, no person has been or will be retained, employed or
compensated to make solicitations or recommendations in connection with the
Rule 13E3 transaction.
Item 16. Additional Information.
All of the information set forth in the Information Statement is
incorporated herein by reference.
Item 17. Material to be Filed as Exhibits.
(a)-(c), (e)-(f) - Not applicable.
(d)- (i) Information Statement of Hart Holding Company Incorporated.
(ii) Stipulation and Agreement of Compromise and Settlement;
(iii) Affidavit of Arthur S. Ainsburg
EXHIBIT INDEX
MATERIAL TO BE PAGE
FILED AS EXHIBITS NO.
(d)(i) Information Statement
(d)(ii) Stipulation and Agreement of
Compromise and Settlement
(d)(iii) Affidavit of Arthur S. Ainsburg
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
JAMES W. HART
/s/James W. Hart ----------------------------
-----
Dated: August 29, 1994
