SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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) SEPTEMBER 4, 1997
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SEAMAN FURNITURE COMPANY, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-21226 11-2751205
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(Commission File Number) (I.R.S. Employer Identification No.)
300 CROSSWAYS PARK DRIVE, WOODBURY, NY 11797
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(Address of Principal Executive Offices) (Zip Code)
(516) 496-9560
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(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS.
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On September 4, 1997, Seaman Furniture Company, Inc. (the "Company")
and SFC Merger Company ("Newco"), a Delaware corporation owned by the majority
stockholders of the Company, M.D. Sass Associates, Inc., T. Rowe Price Recovery
Fund, L.P. and Carl Marks Management Co., L.P., executed an amendment (the
"Amendment") to the Agreement and Plan of Merger (the "Merger Agreement") dated
as of August 13, 1997 by and between the Company and Newco.
The Amendment amends Section 3.1 of the Merger Agreement which governs
the treatment of employee stock options to purchase the Company's common stock,
par value $0.01 per share. In addition, the forms of each of the certificate of
incorporation and by-laws for the surviving company in the merger, which are
annexed as exhibits to the Merger Agreement, were also amended.
The description contained herein of the amendment to the Merger
Agreement is qualified in its entirety by reference to the Amendment to the
Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
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INFORMATION AND EXHIBITS.
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(a) Financial Statement of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
2.1 Amendment to the Agreement and Plan of Merger by and between
SFC Merger Company and Seaman Furniture Company, Inc., dated
September 4, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SEAMAN FURNITURE COMPANY, INC.
/s/ Alan Rosenberg
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Alan Rosenberg
President and Chief Executive Officer
Date: September 4, 1997
EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Amendment to the Agreement and Plan of Merger by and
between SFC Merger Company and Seaman Furniture
Company, Inc., dated as of September 4, 1997