SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 1997
HAHN AUTOMOTIVE WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-20984 16-0467030
16-0467030
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
415 W. Main Street,
Rochester, New York 14608
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (716)235-1595
Page1
Item 2 - Acquisition or Disposition of
Assets
As previously reported in a report on Form 8-K filed on July 28,
1997, on July 24, 1997, Auto Works, Inc., a whollyowned subsidiary of Hahn
Automotive Warehouse, Inc. (the"Company") filed a petition under
Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Western District of New York. As a result,
the Company has classified as discontinued operations the retail
auto parts business conducted by Auto Works, Inc. Accordingly, the following
pro forma financial statements, giving effect to such classification, are
being filed with and are incorporated by reference in this report:
Pro Forma Balance Sheet at March 31, 1997 and Pro Forma Income
Statement for the six months then ended
Pro Forma Balance Sheet at September 30, 1996 and Pro
Forma Income Statement for the fiscal year then ended
Item 5 - Other Events
As indicated above, on July 24, 1997 the Company's wholly-owned
subsidiary, Auto Works, Inc., filed a petition under Chapter 11 of the
United States Bankruptcy Code. The case, No. 97-22809, is pending in the
United States Bankruptcy Court for the Western District of New York. Chapter
11 allows Auto Works, Inc. to remain as debtor in possession of its assets
and business while being subject to the supervision and orders of the
Bankruptcy Court for certain actions and transactions.
Item 7 - Pro Forma Financial
Statements and Exhibits
The following are being filed as exhibits to this report:
Pro Forma Balance Sheet atMarch 31, 1997 and Pro Forma Income
Statement for the six months then ended
Pro Forma Balance Sheet at September 30, 1996 and Pro
Forma Income Statement for the fiscal year then ended
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
HAHN AUTOMOTIVE WAREHOUSE, INC.
(Registrant)
Dated: August 7, 1997 By s// Eli N. Futerman
Title: President
Page 3
<TABLE>
<CAPTION>
8K FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
BALANCE SHEET
ASSETS Historical Remove
Consolidated Autoworks Pro
Forma
<F1> <F5> <F6>
<S> <C> <C> <C>
Current Assets:
Cash $199 ($120) $79
Accounts Receivable:
Trade, net of allowance for doubtful accounts 17,575 (523) 17,052
Inventory 70,914 (29,278) 41,636
Other Current Assets 2,608 (1,764) 844
Total Current Assets 91,296 (31,685) 59,611
Net Assets of Discontinued Operations 0 10,478 10,478
Property, Equipment, and Leasehold Improvements, net 13,362 (7,753) 5,609
Other Assets 4,300 (968) 3,332
Total Assets $108,958 ($29,928) $79,030
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt
and capital lease obligations $3,389 ($13) $3,376
Notes Payable-Officers and Affiliates 2,560 0 2,560
Accounts Payable 19,452 (6,472) 12,980
Compensation Related Liabilities 3,274 (1,610) 1,664
Other Accrued Expenses 5,891 (3,044) 2,847
Total Current Liabilities 34,566 (11,139) 23,427
Long-term Debt 40,443 0 40,443
Capital Lease Obligations 450 0 450
Total Liabilities 75,459 (11,139) 64,320
Shareholders' Equity:
Common Stock 46 0 46
Additional Paid-in Capital 24,607 0 24,607
Retained Earnings 8,846 (18,789) (9,943)
Total Shareholders' Equity 33,499 (18,789) 14,710
Total Liabilities and Shareholders' Equity $108,958 ($29,928) $79,030
Page 4
<FN>
<F1>Includes the historical accounts of Hahn
Automotive Warehouse, Inc. and wholly owned
transactions have been eliminated.
effect to the classification of the Autoworks
business as a discontinued operation as if such
classification took place at September 30, 1996.
<F5>Consists of proforma adjustments to give effect to
the classification of the AUTOWORKS business as a
discontinued operation as if such classification took
place on September 30, 1996.
<F6> Presents the historical consolidated balance
sheet of the Company and its wholly owned subsidiaries
at September 30, 1996 on the basis set
forth in note 1, giving effect to the pro
forma adjustments described in note 5 at
September 30, 1996.
</FN>
</TABLE>
Page 5
<TABLE>
<CAPTION>
8K FINANCIAL STATEMENTS
MARCH 31, 1997
BALANCE SHEET
ASSETS Historical Remove
Consolidated Autoworks Pro
<F1> <F2> Forma
<F3>
<S> <C> <C> <C>
Current Assets:
Cash $194 ($112) $82
Accounts Receivable:
Trade, net of allowance for doubtful 18,752 (1,191) 17,561
accounts
Inventory 77,017 (32,828) 44,189
Other Current Assets 1,816 (728) 1,088
Total Current Assets 97,779 (34,859) 62,920
Net Assets of Discontinued Operations 0 13,108 13,108
Property, Equipment, and Leasehold 13,668 (8,083) 5,585
Improvements, net
Other Assets 4,686 82 4,768
Total Assets $116,133 $29,752 $86,381
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt
and capital lease obligations $3,371 $0 $3,371
Notes Payable-Officers and Affiliates 2,382 0 2,382
Accounts Payable 27,345 (8,244) 19,101
Compensation Related Liabilities 2,760 (1,280) 1,480
Other Accrued Expenses 2,134 (1,425) 709
Total Current Liabilities 37,992 (10,949) 27,043
Long-term Debt 45,735 (380) 45,355
Capital Lease Obligations 313 366 679
Total Liabilities 84,040 (10,963) 73,077
Shareholders' Equity:
Common Stock 47 0 47
Additional Paid-in Capital 25,975 0 25,975
Retained Earnings 6,071 (18,789) (12,718)
Total Shareholders' Equity 32,093 (18,789) 13,304
Total Liabilities and Shareholders' $116,133 ($29,752) $86,381
Equity
<FN>
<F1> Includes the historical accounts of Hahn
Automotive Warehouse, Inc. and wholly owned
subsidiaries. All significant intercompany
transactions have been eliminated.
<F2> Consists of pro forma adjustments to give effect
to the classification of the business of the Company's
wholly owned subsidiary, Autoworks, Inc. ("Autoworks")
as a discontinued operation as if such classification took
place at March 31,1997.
<F3> Presents the historical consolidated balance
sheet of the Company and its wholly owned subsidiaries
at March 31, 1997 on the basis set forth in note 1,
giving effect to the pro forma adjustments described in
note 2 at March 31, 1997.
Page 6
</FN>
</TABLE>
<TABLE>
<CAPTION>
8K Financial Statements
Income Statement
Year Ended September 30, 1996
Historical Remove
Consolidated Autoworks ProForma
<F1> <F5> <F7>
<S> <C> <C> <C>
Net Sales $221,371 ($82,976) $138,395
Cost of Products Sold 130,435 (44,358) 86,077
Gross Profit 90,936 (38,618) 52,318
Selling, General
Administrative Expense 80,928 39,271 41,657
Depreciation and Amortization 3,113 (1,357) 1,756
Income from Operations 6,895 2,010 8,905
Interest Expense (4,408) 6 (4,402)
Interest and Service Charge Income 520 80 600
Income from Continuing Operations
Before Income Tax 3,007 2,096 5,103
Income Taxes 1,148 796 1,944
Income from Continuing Operations 1,859 1,300 3,159
Loss from Discontinued Operations:
Writedown of Investment in
Subsidiary, Net of Tax 0 (18,789) (18,789)
Income from Operations
Net of Tax 0 (1,300) (1,300)
Total Loss from Discontinued
Operations 0 (20,089) (20,089)
Net Income (Loss) $1,859 ($18,789) ($16,930)
<FN>
<F1> Includes the historical accounts
of Hahn Automotive Warehouse, Inc. and
wholly owned
subsidiaries. All significant
intercompany transactions have been
eliminated.
<F5> Consists of pro forma adjustments
Page 7
to give effect to the classification ofthe
AUTOWORKS business as a discontinued
operation as if such classificaiton took
place at September 30, 1996.
<F7> Presents to historical consolidated
statement of operations of the Company
and its wholly subsidiaries at September 30, 1996 on
the basis set forth in note 1, giving
effect to the pro forma
adjustments described in note 5 at
September 30, 1996.
</FN>
</TABLE>
<TABLE>
<CAPTION>
8K Financial Statements
Income Statement
Fiscal Quarter Ended March 31, 1997
Historical Remove ProForma
Consolidated Autoworks
<F1> <F2> <F4>
<S> <C> <C> <C>
Net Sales $101,895 ($34,394) $67,501
Cost of Products Sold 60,332 (18,154) 42,178
GrossProfit 41,563 (16,240) 25,323
Selling, General
Administrative Expense 40,336 (18,508) 21,828
Depreciation and Amortization 1,528 (680) 848
Income from Operations (301) 2,948 2,647
Interest Expense (2,446) 0 (2,246)
Interest and Service Charge Income 244 (10) 234
Income fromContinuing Operations
Before Income Tax (2,303) 2,938 635
Income Taxes 900 1,140 240
Income from Continuing Operations (1,403) 1,798 395
Loss from Discontinued Operations:
Writedown of Investment in
Subsidiary, Net of Tax 0 (18,789) (18,789)
Income from Operations
Net of Tax 0 (1,798) (1,798)
Total Loss from Discontinued
Operations 0 (20,587) (20,587)
Net Income (Loss) ($1,403) ($18,789) ($20,192)
<FN>
<F1> Includes the historical accounts of
Hahn Automotive Warehouse, Inc. and
wholly owned subsidiaries. All significant
Page 8
intercompany transactiuons have been eliminated.
<F2> Consists of pro forma adjustments to
give effect to the classification of the
business of the Company's wholly owned subsidiary,
AUTOWORKS, Inc. ("AUTOWORKS") as a
discontinued operation as if such classification took
polace at March 31, 1997.
<F4> Presents the historical
consolidated statement of operations of the Company
and its wholly owned subsidiaries at March
31, 1997 on the basis set forth in note
1, giving effect to the pro forma adjustments
described in note 2 at March 31, 1997.
</FN>
</TABLE>