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): January 19, 2001
HAHN AUTOMOTIVE WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-20984 16-0467030
(State or other (Commission File (IRS Employer
jurisdiction of Number) 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
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Item 5.
On January 18, 2001, the Company issued a press release announcing
that it had received a proposal from Eli N. Futerman and Daniel J.
Chessin, President and Chief Executive Officer and Executive
Vice President of the Company, respectively, and affiliated
parties, to take Hahn private by acquiring all of the
Company's outstanding shares of common stock not already owned
by the group, at $1.00 per share. Hahn's Board of Directors has
formed a special committee of independent directors to evaluate
the merger proposal.
In the same press release, the Hahn Board announced that it has
changed the ratio for its previously approved and announced stock split
from a 1 for 2 split to a 1 for 3 split. This issue will be considered
at the Company's annual shareholders meeting, which will likely be
postponed beyond the current meeting date of March 15, 2001.
A copy of the press release is filed with this Report as Exhibit 99.1
and incorporated herein.
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: January 19, 2001 By s// Eli N. Futerman
Title: President and Chief
Executive Officer
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Exhibit Index
99.1 Press Release dated January 18, 2001
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Exhibit 99.1
NEWS BULLETIN
RE: HAHN AUTOMOTIVE WAREHOUSE, INC.
415 West Main Street
Rochester, NY 14608
For Further Information:
AT THE COMPANY
Daniel R. McDonald, Esq., Vice President-General Counsel
Donald T. Hiller, Manager, Investor Relations
(716) 235-1595
FOR IMMEDIATE RELEASE
January 18, 2001
HAHN AUTOMOTIVE WAREHOUSE, INC.
RECEIVES $1.00 PER SHARE
GOING PRIVATE PROPOSAL
Rochester, New York, January 18, 2001 - The Board of
Directors of Hahn Automotive Warehouse, Inc. (NASDAQ SmallCap:
Hahn) announced today that it had received a proposal from Eli N.
Futerman and Daniel J. Chessin, President and Chief Executive
Officer and Executive Vice President of the Company,
respectively, and affiliated parties to take Hahn private by
acquiring all of Hahn's outstanding shares of common stock not
already owned by the group at a cash price of $1.00 per share.
The price represents a premium of 60% to the last reported sale
price of the Company's common stock on NASDAQ on the last day
before the announcement of the proposal.
The proposal contemplates that the transaction, if approved,
would be accomplished by the merger of Hahn with a newly formed
acquisition corporation controlled by Messrs. Futerman and
Chessin. The proposal is subject to approval by Hahn's Board of
Directors, shareholders and lender, the negotiation of a merger
agreement containing terms and conditions mutually satisfactory
to the parties and receipt of satisfactory financing.
Hahn currently has 4,745,014 million shares of common stock
outstanding. The buy-out group proposing the transaction has
advised the Board that they currently control approximately 64%
of Hahn's outstanding shares. The buy-out group has also advised
the Board that they are not interested in selling their shares.
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Hahn's Board has formed a Special Committee of independent
directors to evaluate the merger proposal and to retain
independent advisors, including a financial advisor to determine
the fairness of the merger proposal. No timetable has been
established by the Special Committee for a response to the
proposal.
If the Special Committee approves the merger proposal, Hahn
will likely seek shareholder approval at its annual meeting. To
accomplish this, the current meeting date of March 15, 2001 will
likely be postponed. Hahn's Board has emphasized that no
assurance could be given that any transaction will occur or as to
the time or terms of any transaction.
Messrs. Futerman and Chessin have advised that they do not
plan any changes in Hahn's personnel following the proposed
transaction.
In other news, the Hahn Board announced that it has changed
the ratio for it's previously approved and announced stock split
from a 1 for 2 split to a 1 for 3 split. The reverse split is
expected to be presented for consideration at Hahn's annual
shareholders meeting which will likely be postponed beyond the
current meeting date of March 15, 2001.
Hahn Automotive Warehouse, Inc. is a distributor of automotive
aftermarket parts through its seven direct Professional
Automotive Warehouse Distribution Centers to the professional
installer, 14 strategically located distribution centers to 77
Advantage Auto Stores, and approximately 1,100 independent
jobbers, in the Midwest and along the Eastern Seaboard.
Safe Harbor Statements Under the Private Securities Litigation
Reform Act of 1995:
The statements contained in this press release which are not
historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding a possible future transaction and
reverse stock split,. Investors are cautioned that forward-
looking statements are inherently uncertain. Actual results and
timing of certain events may differ materially from the future
results, timing, performance or achievements expressed or implied
by such forward-looking statements. Factors that might cause
such a difference include those risks and uncertainties
identified in Hahn Automotive Warehouse, Inc.'s (the Company)
Annual Report on Form 10-K, dated December 19, 2000, which has
been filed with the United States Securities and Exchange
Commission, and a risk that an agreement may not be reached on
the proposed merger transaction and no shareholder approval may
be obtained for the merger proposal or the revere stock split
proposal. The Company assumes no duty to update information
contained in this press release at any time.
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