SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: Commission File Number
September 30, 1996 0-20984
Transition Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to ________.
HAHN AUTOMOTIVE WAREHOUSE, INC. 401(k) PLAN
HAHN AUTOMOTIVE WAREHOUSE, INC.
(Exact name of Registrant as specified in its Charter)
New York 16-0467030
(State of Incorporation) (I.R.S. Employer Identification No.)
415 West Main Street, Rochester, New York 14608
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 235-1595.
Hahn Automotive Warehouse, Inc. 401(k) Plan
Index of Financial Statements
September 30, 1996
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Report of Independent Accountants
To the Participants and Plan Administrator of the
Hahn Automotive Warehouse, Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for
plan benefits of the Hahn Automotive Warehouse, Inc. 401(k) Plan as of
September 30, 1996 and 1995, and the related statement of changes in net
assets available for plan benefits for the year ended September 30, 1996.
These financial statements are the responsibility of the Plan
administrator. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Hahn Automotive Warehouse, Inc. 401(k) Plan as of
September 30, 1996 and 1995, and the changes in its net assets available
for plan benefits for the year ended September 30, 1996, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Fund Information in the
statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the changes in
net assets available for plan benefits of each fund. The Fund
Information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated, in all material respects, in relation to the basic financial
statements taken as a whole.
Coopers & Lybrand L.L.P.
Rochester, New York
January 10, 1997
Hahn Automotive Warehouse, Inc.
401(k) Plan
Statements of Net Assets
Available for Plan Benefits
Septeber 30, 1996 and 1995
Assets 1996 1995
Investment at fair value 5,032,136 4,082,047
Contributions Receivable
Participants 141,088 14,023
Employer 143,958 136,343
Loans Receivable 4,592 25,606
Interest Receivable 8,831 8,243
Net assets available for
plan benefits 5,330,605 4,266,262
The accompanying notes are an integral
part of the financial statements.
Hahn Automotive Warehouse, Inc.
401(k) Plan
Statement of Changes in Net Assets
Available for Plan Benefits
For the year ended September 30, 1996
Small
Intermediate Asset Capital
GIC Fund Bond Fund Allocation FundEquity Fund
Additions:
Contributions:
Employer 31,748 19,682 30,852 41,308
Employee 232,989 168,375 242,679 296,368
Investment income:
Realized gain (loss):
Sale Proceeds 220,675 398,807 581,555
Cost (220,442) (392,616) (557,945)
Sub-total 233 6,191 23,610
Unrealized gain (loss): (17,073) 104,502 305,713
Dividends and interest 69,821 34,397 34,941 12,808
Loan repayments 4,269 1,493 2,630 6,823
Total Additions: 338,827 207,107 421,795 686,630
Deductions:
Distributions to participants 165,276 91,156 212,030 275,980
Administration expenses 12,920 3,991 9,547 9,469
Total deductions 178,196 95,147 221,577 285,449
Net transfers (to) from other funds (94,814) (21,510) 28,557 89,682
Net increase (decrease) 65,817 90,450 228,775 490,863
Net assets available for plan
benefits-begining of year 1,092,102 541,760 953,935 1,276,148
Net assets available for plan
benefits-end of year 1,157,919 632,210 1,182,710 1,767,011
Hahn Fund Loan Fund Total
Additions:
Contributions:
Employer 20,391 143,981
Employee 179,948 1,120,359
Investment income:
Realized gain (loss):
Sale Proceeds 209,397 1,410,434
Cost (196,137) (1,367,140)
Sub-total 13,260 43,294
Unrealized gain (loss): 62,765 455,907
Dividends and interest 393 152,360
Loan repayments 1,124 (15,257) 1,082
Total Additions: 277,881 (15,257) 1,916,983
Deductions:
Distributions to participants 62,751 5,757 812,950
Administration expenses 3,763 39,690
Total deductions 66,514 5,757
Net transfers (to) from other funds (1,915)
Net increase (decrease) 209,452 (21,014) 1,064,343
Net assets available for plan
benefits-begining of year 376,711 25,606 4,266,262
Net assets available for plan
benefits-end of year 586,163 4,592 5,330,605
The accompanying notes
are an integral
part of the financial statements.
Hahn Automotive Warehouse, Inc.
401(k) Plan
Statement of Changes in Net Assets
Available for Plan Benefits
For the year ended September 30, 1995
Small
Intermediate Asset Capital
GIC Fund Bond Fund Allocation Fund Equity Fund
Additions:
Contributions:
Employer 30,274 17,730 24,840 36,781
Employee 227,753 125,222 174,076 241,710
Investment income:
Net appreciation (depreciation)
on investments 22,270 153,060 331,951
Dividends and interest 62,306 27,590 22,756 12,420
Loan repayments 9,556 3,509 4,741 13,149
Total Additions: 329,889 196,321 379,473 636,011
Deductions:
Distributions to participants 202,139 32,082 61,933 88,805
Administration expenses 18,112 4,302 8,615 8,994
Total deductions 220,251 36,384 70,548 97,799
Net transfers (to) from other funds 120,977 (15,190) (64,232) (78,870)
Net increase (decrease) 230,615 144,747 244,693 459,342
Net assets available for plan
benefits-beg. of year 856,556 396,227 708,370 815,855
Net assets transferred from the
Northern Automotive Retirement Plan 4,931 786 872 951
Net assets available for plan
benefits-end of year 1,092,102 541,760 953,935 1,276,148
Hahn Fund Loan Fund Total
Additions:
Contributions:
Employer 27,009 136,634
Employee 207,906 976,667
Investment income:
Net appreciation (depreciation)
on investments (328,194) 179,087
Dividends and interest 483 125,555
Loan repayments 4,838 (31,992) 3,801
Total Additions: (87,958) (31,992) 1,421,744
Deductions:
Distributions to participants 52,126 6,013 443,098
Administration expenses 5,883 45,906
Total deductions 58,009 6,013 489,004
Net transfers (to) from other funds 37,315
Net increase (decrease) (108,652) (38,005) 932,740
Net assets available for plan
benefits-beg. of year 485,363 63,611 3,325,982
Net assets transferred from the
Northern Automotive Retirement Plan 7,540
Net assets available for plan
benefits-end of year 376,711 25,606 4,266,262
The accompanying notes are an
integral part of the financial
statements.
Hahn Automotive Warehouse, Inc.
401(k) Plan
Statement of Changes in Net Assets
Available for Plan Benefits
For the year ended
September 30, 1994
Small
Intermediate Asset Capital
GIC Fund Bond Fund Allocation Fund Equity Fund
Additions:
Contributions:
Employer 9,631 15,428 16,720 52,282
Employee 177,390 127,855 193,107 242,210
Investment income:
Net appreciation (depreciation)
on investments (40,038) (31,117) (14,052)
Dividends and interest 38,134 21,471 13,736 1,648
Loan repayments 10,471 3,862 7,088 11,216
Total Additions: 235,626 128,581 199,534 293,304
Deductions:
Distributions to participants 78,655 17,792 75,201 14,039
Administration expenses 12,962 2,539 4,710 2,192
Total deductions 91,617 20,331 79,911 16,231
Net transfers (to) from other funds 285,229 120,821 178,451 (312,292)
Net increase (decrease) (141,220) (12,582) (58,828) 589,365
Net assets available for plan
benefits-beg. of year 589,013 242,259 580,548
Net assets transferred from the
Northern Automotive Retirement Plan 408,763 166,230 186,650 226,490
Net assets available for plan
benefits-end of year 856,556 395,907 708,370 815,855
Hahn Fund Loan Fund Total
Additions:
Contributions:
Employer 28,442 122,495
Employee 132,518 873,080
Investment income:
Net appreciation (depreciation)
on investments 73,506 (11,701)
Dividends and interest 475 75,464
Loan repayments 3,252 (30,696) 5,193
Total Additions: 238,193 (30,696) 1,064,531
Deductions:
Distributions to participants 16,664 3,312 205,663
Administration expenses 8,375 30,778
Total deductions 25,039 3,312 236,441
Net transfers (to) from other funds (272,209)
Net increase (decrease) 485,363 (34,008) 828,090
Net assets available for plan
benefits-beg. of year 1,412,140
Net assets transferred from the
Northern Automotive Retirement Plan 97,619 1,085,752
Net assets available for plan
benefits-end of year 485,363 63,611 3,325,982
The accompanying notes are an
integral part of the financial
statements.
Hahn Automotive Warehouse, Inc.
Notes to Financial Statements
September 30, 1996
1. Description of Plan
The Hahn Automotive Warehouse, Inc. 401(k) Plan (the Plan) is a
defined contribution plan covering all eligible employees of Hahn
Automotive Warehouse, Inc. and related entities (the Company). The
Plan was established by the Company October 1, 1990.
Eligible employees include all employees of the Company and related
entities, greater than twenty-one years of age and having 1,000 hours
of service. Effective January 1, 1995, hours of service included
service with certain companies acquired by the Company during the
plan year. The Plan allows participants to contribute an aggregate
amount equal to 1% to 15% of their compensation.
The Company will match a participant's contribution by 15%, up to 15%
of the participant's compensation. The Company may also make
discretionary contributions at year end which are allocated to each
participant based upon the participant's compensation to total
participant compensation. Contributions vest as follows:
20% vested after three years of service
40% vested after four years of service
60% vested after five years of service
80% vested after six years of service
100% vested after seven years of service
Normal retirement age is 65 at which time, participants are entitled
to receive 100% of their account balance. Vested amounts are
distributable upon termination, death, disability or the termination
of the Plan. Participants receive their distribution in a single
lump sum check.
Unvested balances of participants terminating their employment will
be forfeited immediately upon payment of the vested balance to the
participant. Forfeitures are used to pay administrative expenses and
reduce employer contributions. The Trustee holds all Plan assets and
distributes the funds among the various investment options elected by
the participants. The Trustee also directly makes disbursements from
the trust for benefits payments upon receiving proper authorization
and benefit amount information from the Plan Administrator.
Upon the termination of the Plan, the accounts of all participants
will become vested. After payment of expenses incurred by the Plan,
the assets will be distributed to participants, former participants,
and beneficiaries in proportion to their respective account balances.
Fleet Investment Services serves as the Plan's Trustee.
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared on the
accrual basis of accounting. Investments are valued at market based
on market quotations, appraised values or values as determined by the
Trustee. The GIC Fund is valued at contract value which represents
contributions made under the contract, less funds used on payment of
benefits. Contract value approximates market value. The Plan
presents in the statement of changes in net assets available for plan
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Administrative Expenses
All administrative expenses of the Plan were paid by the Plan in 1996
and 1995.
Use of Estimates
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make significant estimates and assumptions that
affect the reported amounts of net assets available for benefits at
the date of the financial statements and the changes in net assets
available for benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination
of stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market, and credit risks. Due to the
level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits.
3. Investment Programs
Participants can direct their contributions into the following
investment accounts:
GIC Fund
This fund invests primarily in guaranteed investment contracts issued
by insurance companies and commercial banks and other similar types
of fixed principal investments.
3. Investment Programs - continued
Intermediate Bond Fund
This fund invests in investment grade debt obligations, obligations
issued or guaranteed by the U.S. Government, and money market
instruments offering high current income and principal stability.
Asset Allocation Fund
This fund invests in a diversified portfolio of equities, fixed
income investments, and cash equivalents offering high total return.
Small Capital Equity Fund
This fund is a diversified portfolio that invests in equity of
companies that the advisor believes offers the potential for
significant capital appreciation.
Hahn Company Stock Fund
This fund allows employees to invest in the Company's stock.
Hahn Automotive Warehouse, Inc.
401(k) Plan
Investments
Investments at fair value at
September 30, 1996 and 1995
based on quoted net asset
values, are stated below.
Asset
Intermediate Allocation
GIC Fund Bond Fund Fund
1996 1996 1996
Fixed Income:
Galaxy GIC Pooled Fund 1,135,662
Galaxy Intermediate 610,684
Equities:
Galaxies Asset Allocation 1,117,443
Galaxies Small Company
Hahn Stock Fund
Cash Equivalents:
Fleet Money Market
Total Investments 1,135,662 610,684 1,117,443
Small
Capital Hahn
Equity Fund Stock Fund Total
1996 1996 1996
Fixed Income:
Galaxy GIC Pooled Fund 1,135,662
Galaxy Intermediate 610,684
Equities:
Galaxies Asset Allocation 1,117,443
Galaxies Small Company 1,644,940 1,644,940
Hahn Stock Fund 519,232 519,232
Cash Equivalents:
Fleet Money Market 0 4,175 4,175
Total Investments 1,644,940 523,407 5,032,136
Asset
Intermediate Allocation
GIC Fund Bond Fund Fund
1995 1995 1995
Fixed Income:
Galaxy GIC Pooled Fund 1,046,122
Galaxy Intermediate 516,854
Equities:
Galaxies Asset Allocation 922,745
Galaxies Small Company
Hahn Stock Fund
Cash Equivalents:
Fleet Money Market 5,766 2,367 3,536
Total Investments 1,051,888 519,221 926,281
Asset
Intermediate Allocation
GIC Fund Bond Fund Fund
1995 1995 1995
Fixed Income:
Galaxy GIC Pooled Fund 1,046,122
Galaxy Intermediate 516,854
Equities:
Galaxies Asset Allocation 922,745
Galaxies Small Company 1,231,847 1,231,847
Hahn Stock Fund 338,058 338,058
Cash Equivalents:
Fleet Money Market 6,198 8,554 26,421
Total Investments 1,238,045 346,612 4,082,047
Hahn Automotive Warehouse, Inc.
401(k) Plan
Notes to Financial Statements
September 30, 1996
Net Assets by Fund
Small
Asset Capital
Intermediate Allocation Equity
GIC Fund Bond Fund Fund Fund
1996 1996 1996 1996
Investments 1,135,662 610,684 1,117,443 1,644,940
Contribution receivable:
Participants 30,647 19,685 31,321 37,678
Employer 31,067 19,728 31,190 41,351
Loan receivable
Interest receivable 5,837 2,953 6 7
Interfund transfers (45,294) (20,840) 2750 43035
Net assets available for plan
benefits 1,157,919 632,210 1,182,710 1,767,011
Hahn
Stock Total All
Fund Loan Fund Funds
1996 1996 1996
Investments 523,407 5,032,136
Contribution receivable:
Participants 21,757 141,088
Employer 20,622 143,958
Loan receivable 4,592 4,592
Interest receivable 28 8,831
Interfund transfers 20,349
Net assets available for plan
benefits 586,163 4,592 5,330,605
Small
Asset Capital
Intermediate Allocation Equity
GIC Fund Bond Fund Fund Fund
1995 1995 1995 1995
Investments 1,051,888 519,221 926,281 1,238,045
Contribution receivable:
Participants 3,123 1,869 2,645 3,146
Employer 31,577 18,094 25,003 34,825
Loan receivable
Interest receivable 5,514 2,699 6 9
Interfund transfers (123) 123
Net assets available for plan
benefits 1,092,102 541,760 953,935 1,276,148
Hahn
Stock Total All
Fund Loan Fund Funds
1995 1995 1995
Investments 346,612 4,082,047
Contribution receivable:
Participants 3,240 14,023
Employer 26,844 136,343
Loan receivable 25,606 25,606
Interest receivable 15 8,243
Interfund transfers
Net assets available for plan
benefits 376,711 25,606 4,266,262
6. Federal Income Taxes
The Company has received a determination letter from the Internal
Revenue Service (IRS), stating that the Plan, as amended through
January 1, 1995, constituted a qualified plan under Sections 401(a)
and 401(k) of the Internal Revenue Code.
As long as the Plan is qualified, a participating employee (or their
designated beneficiary or legal representative) will not be subject
to Federal income taxes on dividends, interest or profits from the
sale of securities received by the Trustee until cash benefits are
distributed to the participant.
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Hahn Automotive Warehouse, Inc. on Form S-8 (No. 33-81854)
of the Hahn Automotive Warehouse, Inc. 401(k) Plan as filed with the
Securities and Exchange Commission on July 22, 1994, and Form S-8 (No. 33-
65100) of the Hahn Automotive Warehouse, Inc. 1992 Stock Option Plan as
filed with the Securities and Exchange Commission on June 10, 1993, of
our report dated February 15, 1996, on our audits of the financial
statements of the Hahn Automotive Warehouse, Inc. 401(k) Plan as of
September 30, 1996 and 1995, and for the year ended September 30, 1996
which report is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Rochester, New York
March 28, 1997