UNITED STATES
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: June 2, 2005
(Date of earliest event reported)
Hometown Auto Retailers, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-24669 06-1501703
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1309 South Main Street, Waterbury, CT 06706
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(Address of principal executive offices) (Zip Code)
(203) 756-1300
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2)
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 - Entry into a Material Definitive Agreement
On June 2, 2005 the Registrant entered into an Exchange Agreement
with the New England Subsidiaries of the Registrant (as described
below) and the stockholders of the Registrant in the Shaker Group
(as described below). The Exchange Agreement has been approved by
the written consent of stockholders owning a majority of the voting
power of the shares of stock of the Registrant.
Pursuant to the Exchange Agreement, the Registrant will organize a
new corporation to be called Shaker Auto Group, Inc. The Registrant
will then transfer to Shaker Auto Group, Inc. all of the shares of
stock of the New England Subsidiaries, plus $5 million in cash
(subject to adjustment for fluctuations in the value of certain
assets and liabilities of the New England Subsidiaries) in exchange
for all of the outstanding shares of stock of Shaker Auto Group,
Inc. Immediately following this transfer, the Registrant will
transfer all of the outstanding shares of stock of Shaker Auto
Group, Inc. to the Shaker Group in exchange for all of their shares
of stock of the Registrant.
Following the exchanges, the Shaker Group will be the beneficial
owners of all of the outstanding shares of stock of Shaker Auto
Group, Inc. and the New England Subsidiaries, and will cease to own
any shares of stock of the Registrant. In addition, the Muller Group
(as defined below) will control a majority of the voting power of
the shares of stock of the Registrant, and the Registrant will cease
to own any shares of stock of Shaker Auto Group, Inc. or the New
England Subsidiaries.
The consummation of the exchanges is subject to various
contingencies, including approval of the Registrant's manufacturers
to the transfer of the automobile franchises to Shaker Auto Group,
Inc., and approval of various lenders to the release of the
Registrant from certain liabilities and the assumption of certain
liabilities by Shaker Auto Group, Inc.
The New England Subsidiaries consist of the business operations and
real estate holdings of the Registrant located in the States of
Connecticut, Massachusetts and Vermont. They include ERR
Enterprises, Inc., Family Ford, Inc., Shaker's, Inc., Shaker's
Lincoln/Mercury Auto Care, Inc., Hometown Brattleboro, Inc.,
Hometown Auto Framingham, Inc., Bay State Realty Holdings, Inc. and
Brattleboro Realty Holdings, Inc.
The Shaker Group consists of the following individuals and trusts:
Corey Shaker (individually and as custodian for Lindsay Shaker,
Kristen Shaker and Edward Shaker), Edward Shaker Family Trust,
Joseph Shaker, Shaker Irrevocable Trust, Richard Shaker Family
Trust, Steven Shaker, Janet Shaker, Paul Shaker, Edward D. Shaker,
Edward Shaker, Lillian Shaker, Richard Shaker and Rose Shaker.
The Muller Group consists of the following individuals and trust:
William C. Muller, Jr., Douglas D. Muller, Angela P. Muller, Rose
Muller Trust, Robert Scott Doyle, Andrea L. Pantuso and Michelle
Muller.
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A copy of the Exchange Agreement is attached as Exhibit 99.1, and a
copy of the Press Release dated June 2, 2005 announcing the
Registrant's entry into the Exchange Agreement is attached as
Exhibit 99.2.
Section 9 - Financial Statements and Exhibits
Item 9.01 - (c) Exhibits
Number Description
99.1 Exchange Agreement among the Registrant, the New England
Subsidiaries and the Shaker Group dated June 2, 2005.
99.2 Press Release dated June 2, 2005 announcing the
Registrant's entry into the Exchange Agreement.
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, hereunto duly authorized.
HOMETOWN AUTO RETAILERS, INC.
Date: June 2, 2005 By: /s/Corey Shaker
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Corey Shaker, President and Chief
Executive Officer