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, 1997 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.
1
Hahn Automotive Warehouse, Inc. 401(k) Plan
Index of Financial Statements
September 30, 1997
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Benefits
for the fiscal years ended Septermber 30, 1997 and 1996
Statements of Changes in Net Assets Available for Benefits
as of September 30, 1997
Notes to Financial Statements
Exhibit 23.1 Consent of Coopers & Lybrand, LLP
2
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
benefits of the Hahn Automotive Warehouse, Inc. 401(k) Plan as of
September 30, 1997 and 1996, and the related statement of changes in net
assets available for benefits for the year ended September 30, 1997.
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 audits
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 benefits
of the Hahn Automotive Warehouse, Inc. 401(k) Plan as of September 30,
1997 and 1996, and the changes in its net assets available for benefits
for the year ended September 30, 1997, 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 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
February 6, 1998
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Hahn Automotive Warehouse, Inc. 401 (k) Plan
Statements of Net Assets Available for Benefits
as of September 30, 1997 and 1996
Intermediate Asset Small
Capital
GIC Fund Bond Fund Alloc. Equity Fund
Fund
1997
Investments 1,087,092 678,608 1,625,967 2,445,570
Contribution receivable:
Employee 8,739 5,775 12,160 16,963
Employer 23,455 15,659 31,391 42,232
Loan receivable 0 0 0 0
Interest receivable 5,542 3,480 13 21
Interfund transfers 34,884 (18,166) (44,658) (108,150)
Net assets available for 1,159,712 685,356 1,624,873 2,396,636
benefits
1996
Investments 1,135,662 610,684 1,117,443 1,644,940
Contribution receivable:
Employee 30,647 19,685 31,321 37,678
Employer 31,067 19,728 31,190 41,351
Loan receivable 0 0 0 0
Interest receivable 5,837 2,953 6 7
Interfund transfers (45,294) (20,840) 2,750 43,035
Net assets available for 1,157,919 632,210 1,182,710 1,767,011
benefits
4
cont'd.
Hahn Stock Large Co. Total All
Fund Index Fund Loan Fund Funds
1997
Investments 454,660 4,449 0 6,296,346
Contribution receivable:
Employee 5,153 1,840 0 50,630
Employer 14,835 2,671 0 130,243
Loan receivable 0 0 2,410 2,410
Interest receivable 126 1 0 9,183
Interfund transfers (21,205) 157,295 0 0
Net assets available for 453,569 166,256 2,410 6,488,812
benefits
1996
Investments 523,407 0 0 5,032,136
Contribution receivable:
Employee 21,757 0 0 141,088
Employer 20,622 0 0 143,958
Loan receivable 0 0 4,592 4,592
Interest receivable 28 0 0 8,831
Interfund transfers 20,349 0 0 0
Net assets available for 586,163 0 4,592 5,330,605
benefits
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Hahn Automotive Warehouse 401 (k) Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended September 30, 1997
Intermediate Asset Small
Capital
GIC Fund Bond Fund Alloc. Equity
Fund Fund
Additions:
Contributions:
Employer 24,426 16,823 33,203 43,775
Employee 203,613 133,064 229,880 339,327
Investment income:
Realized gain (loss):
Sale proceeds 1,253,192 641,486 696,427 994,737
Cost (1,253,192) (649,538) (653,879) (918,749)
Subtotal 0 (8,052) 42,548 75,988
Unrealized gain (loss) 0 19,006 164,556 205,727
Dividends and interest 70,055 40,005 78,194 191,249
Loan repayments 381 314 408 1,066
Total 298,475 201,160 548,789 857,132
Additions
Deductions:
Distributions to employees 219,432 81,957 159,114 243,215
Administration expenses 11,439 1,776 5,154 4,966
Total 230,871 83,733 164,268 248,181
Deductions
Net transfers (to) from (65,811) (64,281) 57,642 20,675
other funds
Net increase (decrease) 1,793 53,146 442,163 629,626
Net assets available for
benefits-
beginning of year 1,157,919 632,210 1,182,710 1,767,011
Net assets available for
benefits-
end of year 1,159,712 685,356 1,624,873 2,396,637
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cont'd
Hahn Stock Large Co.
Fund Index Loan Fund Total
Fund
Additions:
Contributions:
Employer 15,291 2,756 0 136,274
Employee 135,265 6,052 0 1,047,201
Investment income:
Realized gain (loss):
Sale proceeds 332,734 2,763 0 3,921,339
Cost (358,351) (2,763) 0 (3,836,472)
Subtotal: (25,617) 0 0 84,867
Unrealized gain (loss) (102,023) 149 0 287,415
Dividends and interest 1,190 3 0 380,696
Loan repayments 178 0 (2,182) 165
Total 24,284 8,960 (2,182) 1,936,618
Additions
Deductions:
Distributions to employees 48,580 0 0 752,298
Administration expenses 2,778 0 0 26,113
Total 51,358 0 0 778,411
Deductions
Net transfers (to) from (105,520) 157,295 0 0
other funds
Net increase (decreases) (132,594) 166,255 (2,182) 1,158,207
Net assets available for
benefits-
beginning of year 586,163 0 4,592 5,330,605
Net assets available for
benefits-
end of year 453,569 166,255 2,410 6,488,812
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Hahn Automotive Warehouse, Inc.
Notes to Financial Statements
September 30, 1997
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 its subsidiaries (the Company). See
Note 6 with respect to Autoworks, Inc. The Plan was established by
the Company on October 1, 1990.
Eligible employees include all employees of the Company and related
entities, greater than twenty-one years of age and upon completion of
1,000 hours of service. The Plan allows participants to contribute an
aggregate amount up to 15% of their compensation.
The Company will match a participant's contribution by 15%.
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.
Company matching and discretionary 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 (see Note
3) as elected by the participants. The Trustee also makes
disbursements from the trust upon receiving proper authorization and
loan/benefit amount information from the Plan Administrator. See
Note 6 with respect to account balances of the former employees of
Autoworks, Inc. (Autoworks).
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.
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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
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 were paid by the Plan.
Use of Estimates
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles may require 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 (see Note 3) 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
benefits.
3. Investment Programs
Participants can direct their contributions into the following
investment accounts:
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GIC Fund
This fund invests primarily in guaranteed investment contracts issued
by insurance companies and commercial banks and other similar types
of fixed income investments.
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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 common stock.
The number of shares held at September 30, 1997 and 1996 was 70,549
and 64,904, respectively.
Large Company Index Fund
This fund invests in the common stock of domestic companies with
significant market capitalization.
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4. Investments
Hahn Automotive Warehouse, Inc. 401 (k) Plan
Notes to Financial Statement
September 30, 1997
GIC Intermediate Asset
Fund Bond Fund Alloc.
Fund
1997
Fixed Income:
Galaxy GIC Pooled 1,083,529 0 0
Fund
Galaxy Intermediate 0 676,943 0
Equities:
Galaxy Asset 0 0 1,622,504
Allocation
Galaxy Small 0 0 0
Company
Hahn Stock Fund 0 0 0
Galaxy Large 0 0 0
Company Index
Cash and Cash
Equivalents:
Cash 218 211 280
Fleet Money Market 3,346 1,454 3,184
1,087,093 678,608 1,625,968
1996
Fixed Income:
Galaxy GIC Pooled 1,135,662 0 0
Fund
Galaxy Intermediate 0 610,684 0
Equities:
Galaxy Asset 0 0 1,117,443
Allocation
Galaxy Small 0 0 0
Company
Hahn Stock Fund 0 0 0
Cash Equivalents:
Fleet Money Market 0 0 0
Total investments 1,135,662 610,684 1,117,443
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cont'd.
Small Hahn Stock Large Co. Total
Capital
Equity Fund Index Fund All Funds
Fund
1997
Fixed Income:
Galaxy GIC Pooled 0 0 0 1,083,529
Fund
Galaxy Intermediate 0 0 0 676,943
Equities:
Galaxy Asset 0 0 0 1,622,504
Allocation
Galaxy Small 2,441,293 0 0 2,441,293
Company
Hahn Stock Fund 0 423,294 0 423,294
Galaxy Large 0 0 4,274 4,274
Company Index
Cash and Cash
Equivalents:
Cash 347 362 0 1,418
Fleet Money Market 3,929 31,004 174 43,091
2,445,569 454,660 4,448 6,296,346
1996
Fixed Income:
Galaxy GIC Pooled 0 0 0 1,135,662
Fund
Galaxy Intermediate 0 0 0 610,684
Equities:
Galaxy Asset 0 0 0 1,117,443
Allocation
Galaxy Small 1,644,940 0 0 1,644,940
Company
Hahn Stock Fund 0 519,232 0 519,232
Cash Equivalents:
Fleet Money Market 0 4,175 0 4,175
Total investments 1,644,940 523,407 0 5,032,136
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5. 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.
6. Autoworks
On July 24, 1997 the Company's retail subsidiary, Autoworks,
filed for reorganization under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court of the
Western District of New York (the Court). By December 31, 1997, upon
completion of store closings and the closing of Autoworks'
distribution center, all Autoworks employees had been terminated which,
given the ratio of Autoworks employees to the total number of Company
employees, resulted in the execution of a partial plan termination and
the immediate vesting of all of the account balances of Autoworks'
employees, which amounted to approximately $1.2 million. However,
such balances do not include the Company's matching
contribution for the Plan's year ended September 30, 1997 as this
contribution cannot be made until so ordered by the Court.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Hahn Automotive Warehouse, Inc. on Form S-8 (File Nos. 33-
81854 and 33-64100) of our report dated February 6, 1998, on our audits
of the financial statements of the Hahn Automotive Warehouse, Inc. 401(k)
Plan as of September 30, 1997 and 1996, and for the year ended September
30, 1997 which report is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Rochester, New York
March 31, 1998
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Pursuant to the requirements of the Security Exchange Act of 1934,
the Retirement Committee has caused this annual report to be signed by
the undersigned thereunto duly authorized.
Dated March 30, 1998
HAHN AUTOMOTIVE WAREHOUSE,
INC. 401 (K) PLAN
By: /S/ Ira D. Jevotovsky
Retirement Committee Memeber
and Vice President of Human
Resources of Hahn Automotive
Warehouse, Inc.
16