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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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HAHN AUTOMOTIVE WAREHOUSE, INC.
(Name of the Issuer)
HAHN AUTOMOTIVE WAREHOUSE, INC.
GLICK, LLC
HAW ACQUISITION CORP.
ELI N. FUTERMAN
DANIEL J. CHESSIN
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
405191
(CUSIP Number of Class of Securities)
Eli N. Futerman Daniel R. McDonald, Esq.
Hahn Automotive Warehouse, Inc. Hahn Automotive Warehouse, Inc.
415 West Main Street 415 West Main Street
Rochester, New York 14608 Rochester, New York 14604
(716) 235-1595 (716) 235-1595
(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
With Copies To:
Gordon E. Forth, Esq. Steven R. Gersz, Esq. Alan S. Lockwood, Esq.
Woods Oviatt Gilman LLP Underberg & Kessler LLP Boylan, Brown, Code, Vigdor &
700 Crossroads Building 1800 Chase Square Wilson, LLP
Rochester, New York 14614 Rochester, New York 14604 2400 Chase Square
Tel: (716) 987-2800 (716) 258-2817 Rochester, New York 14603
Tel: (716) 232-5300
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
Transaction Valuation (*) Amount of Filing Fee
------------------------- --------------------
$1,714,344 $342.87
(*) Based upon maximum proposed number of shares to be cashed out in the merger
of 571,442 shares at $3.00 per share.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid: $342.87 Filing Party: Hahn Automotive Warehouse, Inc.
Form or Registration No.: Schedule 14A
Date Filed: May 23, 2001
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Statement") on Schedule
13E-3 (the "Schedule 13E-3") relates to the solicitation of proxies by Hahn
Automotive Warehouse, Inc. a New York corporation ("Hahn"), in connection with a
special meeting of its shareholders at which Hahn's shareholders will be asked
to consider and vote upon a proposal to approve the Amended and Restated
Agreement and Plan of Merger dated May 16, 2001, by and between Hahn, Eli N.
Futerman, Daniel J. Chessin, Glick, LLC, a Nevada limited liability company
formed by Eli N. Futerman, Daniel J. Chessin and certain other family members,
and HAW Acquisition Corp., a New York corporation formed by Eli N. Futerman,
Daniel J. Chessin, and certain other family members (the "Merger Agreement"). A
copy of the Merger Agreement is attached as Appendix A to the preliminary proxy
statement under Regulation 14A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), filed by the Company contemporaneously herewith
(including all annexes thereto, the "Proxy Statement"). The Proxy Statement is
attached hereto as Exhibit (a)(1).
Concurrently with the filing of this Schedule 13E-3, the Company is
filing with the Securities and Exchange Commission the Proxy Statement relating
to the special meeting of the shareholders of the Company at which the
shareholders will consider and vote upon a proposal to approve and adopt the
Merger Agreement.
The information contained in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference. As of
the date hereof, the Proxy Statement is in preliminary form and is subject to
completion or amendment. This Statement will be amended to reflect such
completion or amendment of the preliminary Proxy Statement. Capitalized terms
used but not defined herein shall have the meanings given to them in the Proxy
Statement.
The information contained in the Schedule 13E-3 and/or the Proxy
Statement concerning Hahn was supplied by Hahn and none of the other filing
persons takes responsibility for the accuracy of such information. Similarly,
the information contained in this Schedule 13E-3 and/or the Proxy Statement
concerning each filing person other than Hahn was supplied by each such filing
person and no other filing person, including Hahn, takes responsibility for the
accuracy of any information not supplied by such filing person
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Proxy Statement under "QUESTIONS AND
ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING" is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Hahn Automotive Warehouse, Inc.
The address of the principal executive offices of the Company is 415 West Main
Street, Rochester, New York 14608. The information set forth in the Proxy
Statement under "SUMMARY--The Parties--Hahn" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under
"SUMMARY--The Special Meeting--Record Date; Quorum Requirements" and "THE
SPECIAL MEETING--Record Date; Quorum Requirements" is incorporated herein by
reference.
(c)-(d) The information set forth in the Proxy Statement under
"INFORMATION REGARDING HAHN -- Market Prices of and Dividends on the Common
Stock" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Proxy Statement under "INFORMATION
REGARDING GLICK AND HAW ACQUISITION--Recent Stock Purchases" is incorporated by
reference.
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) The information set forth in the Proxy Statement under "NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS;" "SUMMARY--The Parties -- Hahn, Glick, HAW
Acquisition" and "INFORMATION REGARDING HAHN -- Directors and Executive
Officers" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under
"SUMMARY--The Parties -- Glick, HAW Acquisition" is incorporated herein by
reference.
(c) The information set forth in the Proxy Statement under
"SUMMARY--The Parties -- Glick, HAW Acquisition" and "INFORMATION REGARDING HAHN
- -- Directors and Executive Officers" is incorporated herein by reference.
(d) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION
(a)(1) Not applicable.
(a)(2) The information set forth in the Proxy Statement under
"SUMMARY--The Merger;" "--Special Factors;" "--The Merger Agreement;" "THE
SPECIAL MEETING -- Voting Requirements;" "SPECIAL FACTORS -- Background of the
Transaction;" "-- Recommendation of the Special Committee;" "-- Recommendation
of Our Board of Directors;" "--Glick Buy-Out Group's Purpose and Reasons for the
Merger;" "-- Position of the Glick Buy-Out Group as to Fairness of the Merger;"
"INTERESTS OF CERTAIN PERSONS IN THE MERGER AND HAHN -- Merger Consideration and
Stock Options;" "--Effects of the Merger;" "THE MERGER AGREEMENT--Accounting
Treatment" and "FEDERAL INCOME TAX CONSEQUENCES" is incorporated herein by
reference.
(b) Not applicable.
(c) The information set forth in the Proxy Statement under
"SUMMARY--The Special Meeting--Rights of Objecting Shareholders" and "THE
SPECIAL MEETING--Rights of Objecting Shareholders" is incorporated herein by
reference.
(d) The information set forth in the Proxy Statement under "WHERE YOU
CAN FIND MORE INFORMATION" and "THE SPECIAL MEETING--Rights of Objecting
Shareholders" is incorporated herein by reference.
(e) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) The information set forth in the Proxy Statement under "INTERESTS
OF CERTAIN PERSONS IN THE MERGER AND HAHN -- Certain Other Transactions" and
"INFORMATION REGARDING GLICK AND HAW ACQUISITION -- Recent Stock Purchases" is
incorporated herein by reference.
(b)-(c) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under "SUMMARY --
the Parties -- Glick;" "SPECIAL FACTORS--Glick Buy-Out Group's Purpose and
Reasons for the Merger;" "INTERESTS OF CERTAIN PERSONS IN THE MERGER AND HAHN --
Merger Consideration and Stock Options;" "--Compensation of Directors;" "THE
MERGER AGREEMENT -- Covenants;" "INFORMATION REGARDING GLICK AND HAW ACQUISITION
- -- Contribution and Voting Agreement" and "INFORMATION REGARDING HAHN -- Stock
Ownership" is incorporated herein by reference.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) The information set forth in the Proxy Statement under "INTERESTS
OF CERTAIN PERSONS IN THE MERGER AND HAHN -- Merger Consideration and Stock
Options;" "-- Effects of the Merger" and "THE MERGER AGREEMENT--The Merger;
Merger Consideration" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Plans for Hahn After the Merger;" " INTERESTS OF CERTAIN PERSONS IN
THE MERGER AND HAHN--Directors and Officers of the Surviving Corporation;" "--
Effects of the Merger;" "THE MERGER AGREEMENT--The Directors and Officers,
Certificate of Incorporation and By-Laws Following the Merger" and "INFORMATION
REGARDING HAHN -- Market Prices of and Dividends on the Common Stock" is
incorporated herein by reference.
(c) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) The information set forth in the Proxy Statement under "SUMMARY --
Special Factors -- Glick's Purpose and Reasons for the Merger;" "SPECIAL FACTORS
- -- Background of the Transaction;" "--Recommendation of Special Committee;" "--
Recommendation of our Board of Directors;" "-- Glick Buy-Out Group's Purpose and
Reasons for the Merger" and "INTERESTS OF CERTAIN PERSONS IN THE MERGER AND HAHN
- -- Effects of the Merger" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction;" "--Recommendation of the Special
Committee;" "--Recommendation of our Board of Directors" and "Glick Buy-Out
Group's Purpose and Reasons for the Merger" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction;" "--Recommendation of Special
Committee;" "--Recommendation of our Board of Directors;" "-- Glick Buy-Out
Group's Purpose and Reasons for the Merger" and "-- Position of the Glick
Buy-Out Group as to Fairness of the Merger" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Recommendation of Special Committee;" "--Recommendation of our Board
of Directors;" "-- Glick Buy-Out Group's Purpose And Reasons for the Merger;"
"-- Position of the Glick Buy-Out Group as to Fairness of the Merger;" "-- Plans
for Hahn After the Merger;" "INTEREST OF CERTAIN PERSONS IN THE MERGER AND
HAHN--Merger Consideration and Stock Options;" "--Directors and Officers of the
Surviving Corporation;" "--Effects of the Merger;" "THE MERGER AGREEMENT -- The
Merger; Merger Consideration;" "--The Directors and Officers, Certificate of
Incorporation and By-Laws Following the Merger;" "FEES AND EXPENSES" and
"FEDERAL INCOME TAX CONSEQUENCES;" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(b) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction;" "--Recommendation of Special
Committee;" "--Recommendation of our Board of Directors;" "--Position of the
Glick Buy-Out Group as to Fairness of the Merger" and "-- Fairness Opinion of
Special Committee's Financial Advisor" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "SUMMARY --
The Special Meeting -- Voting Requirements;" "THE SPECIAL MEETING -- Voting
Requirements" and "SPECIAL FACTORS -- Recommendation of Special Committee" is
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction" and "--Recommendation of our Board of
Directors" is incorporated herein by reference.
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(d) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction" and "--Recommendation of Special
Committee" is incorporate herein by reference.
(e) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction" is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS, AND NEGOTIATIONS
(a)-(b) The information set forth in the Proxy Statement under "SUMMARY
- -- Special Factors -- Fairness Opinion of Special Committee's Financial
Advisor;" "SPECIAL FACTORS -- Background of the Transaction;" "--Recommendation
of Special Committee;" "--Recommendation of our Board of Directors;" "--Fairness
Opinion of Special Committee's Financial Advisor;" "--Preliminary Calculation of
Value by Glick Buy-Out Group's Financial Advisor" and Appendix B to the Proxy
Statement is incorporated herein by reference
(c) The information set forth in the Proxy Statement under "WHERE YOU
CAN FIND MORE INFORMATION;" "SPECIAL FACTORS -- Fairness Opinion of Special
Committee's Financial Advisor" and "--Preliminary Calculation of Value by Glick
Buy-Out Group's Financial Advisor" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUND OR OTHER CONSIDERATION
(a)-(b) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Transaction;" "THE MERGER AGREEMENT -- Conditions;"
"--Termination" and "--Financing of the Merger" is incorporated herein by
reference.
(c) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Fairness Opinion of Special Committee's Financial Advisor;" "THE
MERGER AGREEMENT -- Fees and Expenses" and "FEES AND EXPENSES" is incorporated
herein by reference.
(d) The information set forth in the Proxy Statement under "THE MERGER
AGREEMENT--Financing of the Merger" is incorporated herein by reference.
ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
(a) The information set forth in the Proxy Statement under "INFORMATION
REGARDING HAHN -- Stock Ownership" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "INTERESTS
OF CERTAIN PERSONS IN THE MERGER AND HAHN -- Certain Other Transactions" and
"INFORMATION REGARDING GLICK AND HAW ACQUISITION -- Recent Stock Purchases" is
incorporated herein by reference..
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d)-(e) The information set forth in the Proxy Statement under "SPECIAL
FACTORS--Recommendation of our Board of Directors" is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The information set forth in the Proxy Statement under "INFORMATION
REGARDING HAHN -- Selected Consolidated Financial Data of Hahn" and "Index to
Financial Statements" are incorporated herein by reference.
Hahn does not calculate a ratio of earnings to fixed charges
in its regularly prepared financial statements.
(b) Not applicable.
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ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(a)-(b) The information set forth in the Proxy Statement under "THE
SPECIAL MEETING--Date, Time, Place and Matters to be Considered" and "FEES AND
EXPENSES" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION
The information contained in the Proxy Statement, including all
appendices attached thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS
(a)(1) Preliminary Proxy Statement on Schedule 14A of the Company, as
filed with the Securities and Exchange Commission on May 23, 2001.
(b)(1) Commitment Letter, dated May 22, 2001, from Manufacturers and
Traders Trust Company.
(c)(1) Opinion of Empire Valuation Consultants, Inc. dated May 16, 2001
(included as Appendix B to the Company's Proxy Statement filed as part of the
Schedule 14A included as Exhibit (a)(1) to this Schedule 13E-3).
(c)(2) Valuation presentation materials, dated March 14, 2001, prepared
by Empire Valuation Consultants, Inc.
(c)(3) Letter report of Empire Valuation Consultants, Inc., dated March
20, 2001.
(c)(4) Preliminary Calculation of Value of Bonadio & Co., LLP delivered
March 15, 2001 and letter of Bonadio & Co., LLP dated May 16, 2001.
(d)(1) Amended and Restated Agreement and Plan of Merger dated as of
May 16, 2001, by and between the Company, Glick, LLC, HAW Acquisition Corp., Eli
N. Futerman and Daniel J. Chessin (included as Appendix A to the Company's Proxy
Statement filed as part of the Schedule 14A included as Exhibit (a)(1) to this
Schedule 13E-3).
(d)(2) Voting and Contribution Agreement dated May 11, 2001 by and
between Eli N. Futerman, Daniel J. Chessin, Glick, LLC and certain other family
members.
(d)(3) Option Termination Agreement, dated as of May 16, 2001, by and
between William A. Buckingham and Hahn Automotive Warehouse, Inc.
(d)(4) Option Termination Agreement, dated as of May 16, 2001, by and
between Stephen B. Ashley and Hahn Automotive Warehouse, Inc.
(d)(5) Option Termination Agreement, dated as of May 16, 2001, by and
between E. Philip Saunders and Hahn Automotive Warehouse, Inc.
(d)(6) Option Termination Agreement, dated as of May 16, 2001, by and
between Nathan Lewinger and Hahn Automotive Warehouse, Inc.
(d)(7) Option Termination Agreement, dated as of May 16, 2001, by and
between Gordon E. Forth and Hahn Automotive Warehouse, Inc.
(f)(1) Section 623 of the New York Business Corporation Law (included
as Appendix C to the Company's Proxy Statement filed as part of the Schedule 14A
included as Exhibit (a)(1) to this Schedule 13E-3).
(g) None
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
Dated: May 22, 2001
HAHN AUTOMOTIVE WAREHOUSE, INC.
By: /s/ William A. Buckingham
---------------------------------
Name: William A. Buckingham
Title: Chairman, Special Committee
/s/ Eli N. Futerman
------------------------------------
Eli N. Futerman, Individually
/s/ Daniel J. Chessin
------------------------------------
Daniel J. Chessin, Individually
GLICK, LLC
By: /s/ Eli N. Futerman
---------------------------------
Name: Eli N. Futerman
Title: Manager
By: /s/ Daniel J. Chessin
---------------------------------
Name: Daniel J. Chessin
Title: Manager
HAW Acquisition Corp.
By: /s/ Daniel J. Chessin
---------------------------------
Name: Daniel J. Chessin
Title: Co-President
By: /s/ Eli N. Futerman
---------------------------------
Name: Eli N. Futerman
Title: Co-President
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EXHIBITS INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(1) Preliminary Proxy Statement on Schedule 14A of the Company, as
filed with the Securities and Exchange Commission on May 23,
2001.
(b)(1) Commitment Letter, dated May 22, 2001, from Manufacturers and
Traders Trust Company.
(c)(1) Opinion of Empire Valuation Consultants, Inc. dated May 16,
2001 (included as Appendix b to the Company's Proxy Statement
filed as part of the Schedule 14A included as Exhibit (a)(1)
to this Schedule 13E-3).
(c)(2) Valuation presentation materials, dated March 14, 2001,
prepared by Empire Valuation Consultants, Inc.
(c)(3) Letter report of Empire Valuation Consultants, Inc., dated
March 20, 2001.
(c)(4) Preliminary Calculation of Value of Bonadio & Co., LLP,
delivered March 15, 2001 and letter of Bonadio & Co., LLP
dated May 16, 2001.
(d)(1) Amended and Restated Agreement and Plan of Merger dated as of
May 16, 2001, by and between the Company, Glick, LLC, HAW
Acquisition Corp., Eli N. Futerman and Daniel J. Chessin
(included as Appendix A to the Company's Proxy Statement filed
as part of the Schedule 14A included as Exhibit (a)(1) to this
Schedule 13E-3).
(d)(2) Voting and Contribution Agreement dated May 11, 2001 by and
between Eli N. Futerman, Daniel J. Chessin, Glick, LLC and
certain other family members.
(d)(3) Option Termination Agreement, dated as of May 16, 2001, by and
between William A. Buckingham and Hahn Automotive Warehouse,
Inc.
(d)(4) Option Termination Agreement, dated as of May 16, 2001, by and
between Stephen B. Ashley and Hahn Automotive Warehouse, Inc.
(d)(5) Option Termination Agreement, dated as of May 16, 2001, by and
between E. Philip Saunders and Hahn Automotive Warehouse, Inc.
(d)(6) Option Termination Agreement, dated as of May 16, 2001, by and
between Nathan Lewinger and Hahn Automotive Warehouse, Inc.
(d)(7) Option Termination Agreement, dated as of May 16, 2001, by and
between Gordon E. Forth and Hahn Automotive Warehouse, Inc.
(f)(1) Section 623 of the New York Business Corporation Law (included
as Appendix C to the Company's Proxy Statement filed as part
of the Schedule 14A included as Exhibit (a)(1) to this
Schedule 13E-3).
(g) None
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