UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by a Party other than the Registrant [X]
[X] Revised Definitive Proxy Statement (Revision No. 2)
Name of Registrant as Specified in its Charter:
HI-LO AUTOMOTIVE, INC.
Name of Person Filing Proxy Statement:
HWANG FAMILY LTD PARTNERSHIP, BY KWANG-CHOU HWANG
<PAGE>
PROXY STATEMENT SUBMITTED BY
HWANG FAMILY LTD. PARTNERSHIP
2432 KEYHOLE, IRVING, TX 75062
Tel:(972) 570-7718
This proxy statement and the accompanying proxy card, which
is pink, are furnished to the shareholders of Hi-Lo Automotive,
Inc., a Delaware corporation, in connection with the solicitation
by Hwang Family Ltd. Partnership, for use at the upcoming 1997
Annual Meeting of Stockholders of the company to be held on
Tuesday, May 20, 1997, at 9:a.m., Houston time, at the Sheraton
Astrodome Hotel, 8686 Kirby Drive, Houston, Texas, and at any
adjournment thereof. Definitive copies of this material are
intended to be released to stockholders around April 28, 1997.
On March 25, 1997, the record date set by the company for
stockholders entitled to vote in this election, there are
10,775,109 shares of common stock outstanding. Each share is
entitled to one vote, no cumulative voting being allowed.
Principal holders of these shares include the participants in
this solicitation, 13.3 % , Franklin Resources Mutual fund, 9.9
%, and Dimensional Fund, 6.5% of outstanding shares, based on
year-end filings of these funds. A more detailed information
regarding the principal holders of Hi-Lo securities is presented
in the proxy statement the company has provided you.
The execution and return of the enclosed proxy will not
affect a stockholder's right to attend the meeting and vote in
person. A stockholder may revoke his or her proxy by appearing
at the meeting in person, or send a letter of revocation to this
solicitor at any time before it is exercised. Also a later dated,
executed proxy card will revoke any prior dated proxy.
The solicitation is made by dissident shareholder, Hwang
Family Ltd. Partnership, that is contesting the nomination and
election of three directors by the board of Hi-Lo Automotive. The
other participants are :
Kwang- chou Hwang, Ming-Ing H. Hwang, Larry D. Smith,
Fred J. Hwang, and Michael A. Ward.
Solicitation of proxies will be made by the participants
without compensation, using mails, telephone, faxes, letters,
and so forth. No other organization will be hired to assist in
this effort. Brokerage firms will be requested to forward proxy
materials to the beneficial owners thereof, and will be
reimbursed by the partnership. Total cost is estimated at
$15,000, which will be borne by the partnership. Reimbursement
from the company will not be sought.
Disclosure Regarding Participants
Hwang Family Ltd. Partnership, partners, Kwang-chou
Hwang, and Ming-Ing H. Hwang have not been convicted in a
criminal proceeding during the past ten years. The two partners
are both retirees, and reside at 2432 Keyhole Dr., Irving, Texas
75062. The partnership, together with the partners, beneficially
own 1050,950 shares of Hi-Lo common stock (par value $0.01), and
directly own 1000 shares of the same. Time and shares purchased
in the past two years were: May 1995, 5000 shares; May 1996,
20,000 shares; July 1996, 178,600 shares; August 1996, 451,000
shares; September 1996, 50,000 shares; October 1996, 136,350
shares; November 1996, 50,000 shares; December 1996, 68,600
shares; and January 1997, 92,400 shares. These shares were bought
in the open market with cash. They are not, and were not within
the past year, a party to any contract, arrangements or
understandings with any person with respect to any securities of
Hi-Lo Automotive, except the agreement disclosed below regarding
this election.
Larry D. Smith, age 59, is a retired M.D. and resides at
8207 Mason Rd., Manvel, Texas 77578. Dr. Smith is a beneficial
owner of 331,600 shares of Hi-Lo Automotive Inc. common stock
(par value $0.01), and a direct owner of none of the same. He
purchased all these shares in December, 1996 without any outside
financing. During the past ten years, he has not been convicted
in a criminal proceeding. He has not, and was not within the
past year, a party to any contract, arrangements or
understandings with any person with respect to any securities of
Hi-Lo Automotive, except the agreement disclosed below regarding
this election.
Fred J. Hwang is an anesthesiologist and is a partner of
North Hills Anesthesiology Associates, 8017 Glenview, Hurst,
Texas. During the past ten years, he has not been convicted in a
criminal proceeding. He owns 48,800 shares of Hi-Lo Automotive
common stock (par value $0.01) beneficially and none directly.
He bought 1000 shares on June 7, 1995, 18,800 shares in August
1996, 12,000 shares in September 1996, 8000 shares in November
1996, 3000 shares on December 11, 1996, and 6000 shares on March
17, 1997. No borrowed funds were used in these purchases. He is
not, and was not within the past year, a party to any contract,
arrangements or understandings with any person with respect to
any securities of Hi-Lo Automotive, other than the agreement as
disclosed below regarding this election.
Michael A. Ward is a partner of Coastal Securities, 1160
Dairy Ashford, Fifth Floor, Houston, Texas 77079. During the
past ten years, Mr. Ward has not been convicted in a criminal
proceeding. He is a beneficial owner of 4000 shares of Hi-Lo
common stock (par value $0.01) , and direct owner of 1000 share
of the same. He purchased 1000 shares on February 4, and 4000
shares on February 6, 1996. No indebtedness was involved in
purchasing of these shares. He is not, and was not within the
past year, a party to any contract, arrangements or
understandings with any person with respect to any securities of
Hi-Lo Automotive, except the agreement disclosed below regarding
this election.
Participants as a group hold 1,437,350 shares of Hi-Lo
common stock, representing 13.3 % of total number of shares
qualified to vote in this election. The participants have agreed
to vote all their shares for election of the three nominees
supported by this solicitor.
No participant has any arrangement or understanding with
respect to future employment with the company, except as director
of the company, if elected.
Purpose and Intention
The partnership attempts, with your support, to elect three
investor friendly directors, who have been nominated by the
participants of this solicitation, for this upcoming election.
Unless otherwise marked, your proxies, if properly executed and
returned, will be voted for electing these three candidates for
directors. If proxies from a majority of shareholders are
received, and all three directors of our choice are elected, the
new board will consist of three directors from our side and three
from the current board. Exactly which nominees will be chosen
from the board nominated candidates are unknown at the present
time, and no legal opinion has been obtained regarding this
matter. Because shareholders are allowed to vote on only one
proxy card, they cannot vote for any of the company nominees, if
they vote for us in this election. Please give this matter a
careful thought. In addition, stockholders should also refer to
the section 'Termination of Employment and Change in Control
Arrangement' in the company proxy statement, regarding the
potential material liability to the company, if our nominees are
elected. There is also no assuarnce that any board nominees will
serve with us if we are elected.
If we succeed in this election, we will have a leverage to
force the board to consider the following plan we propose to
benefit the shareholders: (a). A committee will be formed to
look for a buyer of the company. (b). Concurrently, various
measures will be taken to improve Hi/Lo's operations. These
include, but not limited to, improving our inadequate computer
system with more competent computer personnel, improving our
warehouse and inventory control operations, matching competitors'
prices across the board, decentralizing the current management
structure, eliminating commercial sales managers in many of
company stores, and trying to sell unprofitable stores to store
managers or any other interested parties. These measures will be
influenced and modified by surveys of opinions and suggestions
that we will seek from all key employees of the company down to
store managers. There is no assurance that any of our proposals
will be implemented, if we are elected.
Nominees Supported by Solicitor
All three nominees for directorship who are supported by the
partnership have a common commitment and understanding that, if
elected, they will work vigorously toward enhancing shareholder
value. They are all firm believers in the doctrine that the
board should be controlled by shareholders. These nominees are:
MICHAEL A. WARD---Age 44, B.S., Business Administration, Univ. of
Kansas, 1979. Has worked in the financial fields for 18 years,
of which 12 years has been in bankruptcy/turnaround markets. Has
been a partner at Coastal Securities, Houston, Texas for 6
years. Currently holds 5000 shares of Hi/Lo common stock.
KWANG-CHOU HWANG----Age 64, Ph.D Chem Eng., California Institute
of Technology, 1965. Senior Engineering Specialist, Space and
Aircraft systems, Garrett Corp., Los Angeles, 1966 to 1979.
Managed real estate and securities investments for family
members, 1979 to 1997. Stockholder of Hi/Lo, 1995 to 1997,
currently a beneficial owner of 9.8 % of outstanding shares. He
is managing partner of Hwang Family Ltd. Partnership, Irving, TX.
Committed to fight to improve shareholder value if elected.
FRED J. HWANG----Age 32, B.S. Biochem, University of Dallas,
1986, M.D. University of Texas Health Sciences, Houston, 1990.
Completed Anesthesiology residency, St. Louis University
Hospitals, 1994. Currently a partner at North Hills
Anesthesiology Associates, Hurst, TX.. Throughout his young
life, he has been a hot rod enthusiast. Motorcycles, fast cars,
you name it. He is very much interested in anything mechanical,
which includes auto parts. Being son of Kwang-chou Hwang, and
also a beneficial owner of 48,800 shares of Hi/Lo, he vows to
work for maximizing shareholder value.
None of the nominees listed above has ever had any business,
financial or contractual relationship with the company in the
past.
The compensation and benefits these nominees will receive,
if elected, will be the same as those received by the present
board members. Please look in the proxy statement sent to you by
the company for details.
Voting Procedures
The company by-laws requires that the presence at the
meeting in person or by proxy of the holders of a majority of the
outstanding shares entitled to vote is necessary to constitute a
quorum. To be elected, a nominee must win a majority of the votes
cast, with abstention votes treated equally with rejection votes.
The three nominees will not appear on the proxy card mailed
to you by the company, but do not let that bother you. The
company has assured this solicitor, in writing, that these
candidates can be nominated and accepted by us. We will all be
there to participate in the nomination and acceptance. We will
vote your proxies for these candidates at the meeting, or any
adjournment thereof. All you have to do, if you agree with what
this solicitor intends to do, is discard the proxy card mailed
out to you by the company, execute and return the proxy card
enclosed in this solicitation. Be sure to select Box 1 on the
proxy card.
Shareholders are allowed to vote on only one proxy card--
either the one provided here or the one furnished by the company.
However, if they decide to switch their support at a later date,
they can still switch to vote on the alternate proxy card which
will revoke the earlier dated proxy in support of the other
group.
Stockholder Proposal and Director Nomination
Rules and deadlines regarding submittal of stockholder
proposal and nomination of directors for the 1998 stockholders'
meeting are presented in the proxy statement furnished to you by
the company, and will not be repeated here.
/s/ Kwang-chou Hwang
Kwang-chou Hwang
Managing Partner, Hwang Family Ltd. Partnership
Irving, TX 75062
Tel: (972) 570-7718
<PAGE>
APPENDIX
PROXY
HI-LO AUTOMOTIVE, INC.
Annual Stockholders' Meeting to be held on May 20, 1997
THIS PROXY IS SOLICITED ON BEHALF OF HWANG FAMILY LTD.
PARTNERSHIP
ELECTION OF DIRECTORS:
Nominees: Michael A. Ward, Kwang-chou Hwang, Fred J. Hwang
Please mark 'X' in the box you choose.
[ ] 1.: CONFER AUTHORITY TO KWANG-CHOU HWANG TO VOTE FOR ALL
THREE NOMINEES LISTED ABOVE
[ ] 2.: REJECT ALL THREE NOMINEES
[ ] 3.: REJECT NOMINEE(S) NAMED BELOW:__________________________
The undersigned hereby appoints Kwang-chou Hwang of Irving,
TX, attorney and proxy, to vote as proxy all the shares of Hi-Lo
common stock held in the name of the undersigned at the annual
meeting of Hi-Lo Automotive to be held on May 20, 1997, at the
Sheraton Astrodome Hotel, 8686 Kirby Dr., Houston, TX, and at any
adjournment thereof, in accordance with the instructions given
above.
Dated:_____________, 1997
Signature(s):____________________________________________
Instructions: Make sure the total number of shares you hold is
shown, and sign exactly as name appears on this proxy. Please
return the executed proxy promptly in the envelope provided.
