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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
(AMENDMENT NO. 2)
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SEAMAN FURNITURE COMPANY, INC.
(NAME OF THE ISSUER)
SEAMAN FURNITURE COMPANY, INC.
SFC MERGER COMPANY
M.D. SASS ASSOCIATES, INC.
T. ROWE PRICE RECOVERY FUND, L.P.
CARL MARKS MANAGEMENT CO., L.P.
ALAN ROSENBERG
STEVEN H. HALPER
PETER MCGEOUGH
(NAMES OF PERSONS FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
812163301
(CUSIP NUMBER OF CLASS OF SECURITIES)
CHARLES I. WEISSMAN, ESQ. JOHN J. HYLAND, ESQ.
SHEREFF, FRIEDMAN, HOFFMAN JONES, DAY, REAVIS & POGUE
& GOODMAN, LLP 599 LEXINGTON AVENUE
919 THIRD AVENUE NEW YORK, NY 10022
NEW YORK, NY 10022 (212) 326-3999
(212) 758-9500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
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. [_]
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$31,499,056 $9,546
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* For purposes of calculating fee only. The filing fee was determined based
upon (a) 4,536,839 issued and outstanding shares of Common Stock, par value
$.01 per share (the "Shares"), of Seaman Furniture Company, Inc. as of
September 2, 1997, excluding 3,632,311 Shares which will be owned by SFC
Merger Company for which no consideration will be paid upon consummation of
the transaction; and (b) the merger consideration of $25.05 per Share (the
"Merger Consideration"), plus $8,840,630 payable to holders of options to
purchase Shares in exchange for the cancellation of such options. The
payment of the filing fee, calculated in accordance with Regulation 240.0-11
under the Securities Exchange Act of 1934, as amended, equals one-thirty-
third of one percent of the value of the Shares (and options to purchase
Shares) for which the Merger Consideration will be paid.
Check [X] 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: $9,546
Form or Registration No.: Schedule 13E-3
Filing Party: Seaman Furniture Company and affiliates
Date Filed: September 5, 1997
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed by
Seaman Furniture Company, Inc., a Delaware corporation (the "Company"), SFC
Merger Company ("Newco"), M.D. Sass Associates, Inc., T. Rowe Price Recovery
Fund, L.P., Carl Marks Management Co., L.P., Alan Rosenberg, Steven H. Halper
and Peter McGeough as affiliates of the Company, in connection with the
proposed merger (the "Merger") of Newco with and into the Company pursuant to
an Agreement and Plan of Merger, dated August 13, 1997, as amended on
September 4, 1997 (the "Merger Agreement"), by and between the Company and
Newco.
The Merger Agreement provides for the merger of Newco with and into the
Company, with the Company being the surviving corporation (the "Surviving
Corporation"). Upon the effectiveness of the Merger (the "Effective Time"),
each share of common stock, par value $.01 per share of the Company (the
"Common Shares"), issued and outstanding immediately prior to the Effective
Time (except Common Shares held by the Company as treasury stock and Common
Shares owned by Newco or any subsidiaries of the Company) will be converted
into and represent the right to receive $25.05 in cash, without interest,
subject to applicable back-up withholding taxes (the "Merger Consideration").
Each share of Class A or Class B common stock, par value $0.01 per share, or
fraction thereof of Newco issued and outstanding immediately prior to the
Effective Time will automatically be converted into one newly and validly
issued, fully paid and nonassessable share of Class A or Class B common stock,
par value $0.01 per share, or fraction thereof, of the Surviving Corporation.
This Schedule 13E-3 is being filed with the Securities and Exchange
Commission concurrently with a definitive proxy statement filed by the Company
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Proxy Statement"). A copy of the Proxy Statement is attached
hereto as Exhibit (d)(1). The following cross reference sheet is being
supplied pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the Proxy Statement of the information required to be included in
this Schedule 13E-3. The information contained in the Proxy Statement,
including all the exhibits thereto, is expressly incorporated herein by
reference and the responses to each item are qualified in their entirety by
reference to the information contained in the Proxy Statement and the exhibits
thereto. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Proxy Statement.
2
ITEM NUMBER AND
CAPTION IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
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1. ISSUER AND CLASS OF SECURITY SUBJECT TO
THE TRANSACTION
(a) "Summary" and "The Parties"
(b) "Summary;" "The Meeting--Voting Rights;"
and "Market Information"
(c) "Market Information"
(d) "Market Information"
(e) Not Applicable
(f) "Purchases of Common Stock By and Other
Transactions With Certain Persons"
2. IDENTITY AND BACKGROUND "The Parties"
3. PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS
(a) (1) Not Applicable
(a) (2) "Special Factors--Background of the
Merger" and "Special Factors--Purpose of
and Reasons for the Merger"
(b) "Special Factors--Background of the
Merger"
4. TERMS OF THE TRANSACTION
(a) "Summary;" "Special Factors--Purpose of
and Reasons for the Merger;" and "The
Merger Agreement"
(b) "Summary;" "Special Factors--Purpose of
and Reasons for the Merger;" and "The
Merger Agreement"
5. PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
(a)-(g) "Special Factors--Purpose of and Reasons
for the Merger;" "Special Factors--
Certain Effects of the Merger;" and
"Special Factors--Future Plans of the
Company"
6. SOURCE AND AMOUNTS OF FUNDS OR OTHER
CONSIDERATION
(a)-(c) "Estimated Fees and Expenses; Sources of
Funds" and "Option Cancellation
Information"
(d) Not Applicable
3
ITEM NUMBER AND CAPTION
IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
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7. PURPOSE(S), ALTERNATIVES, REASONS AND
EFFECTS
(a)-(c) "Special Factors--Background of the
Merger;" "Special Factors--Purpose of
and Reasons for the Merger;" "Special
Factors--Determination of Fairness of
the Merger by the Special Independent
Committee and the Board of Directors;"
"Special Factors--Position of the Funds
and Executive Management as to
Fairness;" and "Special Factors--Certain
Effects of the Merger"
(d) "Special Factors--Purpose of and Reasons
for the Merger;" "Special Factors--
Determination of Fairness of the Merger
by the Special Committee and the Board
of Directors;" "Special Factors--
Conflict of Interests of the Funds,
Executive Management and Certain Members
of the Board of Directors of the Company
in the Merger;" "Special Factors--
Certain Effects of the Merger;" "Special
Factors--Future Plans of the Company;"
"The Merger Agreement--Certain U.S.
Federal Income Tax Consequences of the
Merger;" "The Merger Agreement--
Accounting Treatment of the Merger;" and
"The Merger Agreement--Payment for and
Surrender of Company Common Shares"
8. FAIRNESS OF THE TRANSACTION
(a)-(e) "The Meeting--Required Vote;" "Special
Factors--Background of the Merger;"
"Special Factors--Purpose of and Reasons
for the Merger;" "Special Factors--
Determination of Fairness of the Merger
by the Special Committee and the Board
of Directors;" "Special Factors--Opinion
of Financial Advisor to the Special
Independent Committee;" and "Special
Factors--Position of the Funds and
Executive Management as to Fairness"
(f) Not Applicable
9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN
NEGOTIATIONS
(a)-(c) "Special Factors--Background of the
Merger;" "Special Factors--Determination
of Fairness of the Merger by the Special
Independent Committee and the Board of
Directors;" "Special Factors--Opinion of
Financial Advisor to the Special
Committee;" and "Special Factors--
Position of the Funds and Executive
Management as to Fairness"
4
ITEM NUMBER AND CAPTION
IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
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10. INTEREST IN SECURITIES OF THE ISSUER
(a) "Security Ownership of Certain
Beneficial Owners and Management"
(b) "Purchases of Common Stock by and Other
Transactions with Certain Persons"
11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S SECURITIES
"Summary;" "Special Factors--Background
of the Merger;" "The Merger Agreement--
Payment for and Surrender of Company
Common Shares;" "The Merger Agreement--
Conversion of Securities in the Merger;
Treatment of Options;" "The Merger
Agreement--Conditions to Consummation of
the Merger;" "Security Ownership of
Certain Beneficial Owners and
Management;" and "Option Cancellation
Information"
12. PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION
(a)-(b) "Summary;" "Special Factors--Background
of the Merger;" "Special Factors--
Determination of Fairness of the Merger
by the Special Independent Committee and
the Board of Directors;" "Special
Factors--Position of the Funds and
Executive Management as to Fairness;"
and "The Meeting--Required Vote"
13. OTHER PROVISIONS OF THE TRANSACTION
(a) "Summary;" "Rights of Dissenting
Stockholders"
(b) Not Applicable
(c) Not Applicable
14. FINANCIAL INFORMATION
(a) "Summary--Selected Financial Data" and
Appendix D to the Proxy Statement
(b) Not Applicable
15. PERSONS AND ASSETS EMPLOYED, RETAINED OR
UTILIZED
(a) "Special Factors--Future Plans of the
Company;" "Estimated Fees and Expenses;
Sources of Funds;" and "Recent
Developments"
(b) Not Applicable
5
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The information set forth in "Summary" and "The Parties" in the Proxy
Statement is hereby incorporated herein by reference.
(b) The information set forth in "Summary;" "The Meeting--Voting Rights;"
and "Market Information" in the Proxy Statement is hereby incorporated herein
by reference.
(c) The information set forth in "Market Information" in the Proxy Statement
is hereby incorporated herein by reference.
(d) The information set forth in "Market Information" in the Proxy Statement
is hereby incorporated herein by reference.
(e) Not Applicable.
(f) The information set forth in "Purchases of Common Stock By and Other
Transactions With Certain Persons" in the Proxy Statement is hereby
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d) and (g) This Statement is being filed by the Company and Newco, M.D.
Sass Associates, Inc., T. Rowe Price Recovery Fund, L.P., Carl Marks
Management Co., L.P., Alan Rosenberg, Peter McGeough and Steven H. Halper as
affiliates of the Company. The Company is the issuer of the common stock which
is the subject of the Rule 13e-3 transaction. The information set forth in
"The Parties" in the Proxy Statement is hereby incorporated herein by
reference.
The following is certain information regarding the Company's affiliates:
SFC Merger Company was incorporated in the State of Delaware. Its address is
c/o Resurgence Asset Management, L.L.C., 1185 Avenue of the Americas, New
York, New York 10036.
M.D. Sass Associates, Inc. ("Associates") was incorporated in the State of
Delaware. It is an investment advisory firm and the managing general partner
of M.D. Sass Re/Enterprise Partners, L.P. Its address is c/o Resurgence Asset
Management, L.L.C., 1185 Avenue of the Americas, New York, New York 10036.
M.D. Sass Re/Enterprise Partners, L.P. ("Re/Enterprise") was organized in
the State of Delaware. It is an investment fund. Its address is c/o Resurgence
Asset Management, L.L.C., 1185 Avenue of the Americas, New York, New York
10036.
M.D. Sass Investor Services, Inc. ("Investor Services") was incorporated in
the State of Delaware. It is a registered investment advisor and is the
general partner of Re/Enterprise. Its business address is 1185 Avenue of the
Americas, New York, New York 10036.
James B. Rubin, a United States citizen, is Co-Chairman and Chief Investment
Officer of Resurgence Asset Management, L.L.C. ("Resurgence"), the successor
to M.D. Sass Associates, Inc.'s restructured securities division, Sass Lamle
Rubin & Co., of which he was co-founder in 1989. Mr. Rubin is a Director of
the Company, Newco, Computervision Corporation, a company that develops,
produces and markets software and provides support services designed to aid
manufacturing companies in enhancing the product development and manufacturing
processes located at 100 Crosby Drive, Boston, Massachusetts 01730, and
Corporate Renaissance Group, Inc., an investment fund located at c/o
Resurgence Asset Management, L.L.C., 1185 Avenue of the Americas, New York,
New York 10036. Mr. Rubin's business address is c/o M.D. Sass Associates,
Inc., 1185 Avenue of the Americas, 18th Floor, New York, New York 10036.
Martin D. Sass, a United States citizen, is the President, Chief Executive
Officer and director of Investor Services and Associates. Mr. Sass is also a
director and principal of various affiliated registered investment advisors
and other entities which comprise the M.D. Sass organization, founded by Mr.
Sass in 1972. Mr. Sass's business address is c/o M.D. Sass Associates, 1185
Avenue of the Americas, New York, New York 10036.
6
Hugh R. Lamle, a United States citizen, is the Executive Vice President of
Investor Services and Associates and a principal and director of Investor
Services. Mr. Lamle has been an executive officer of Investor Services and
various affiliated registered investment advisors since 1974. Mr. Lamle's
business address is c/o M.D. Sass Associates, 1185 Avenue of the Americas, New
York, New York 10036.
Martin E. Winter, a United States citizen, is the Senior Vice President,
Treasurer and director of Investor Services and Associates. Mr. Winter joined
the M.D. Sass organization in 1988. Mr. Winter's business address is c/o M.D.
Sass Associates, 1185 Avenue of the Americas, New York, New York 10036.
Fred M. Stone, a United States citizen, is the Senior Vice President,
Secretary and General Counsel of Investor Services and Associates. Mr. Stone
has been General Counsel to Investor Services since 1989. Mr. Stone's business
address is c/o M.D. Sass Associates, 1185 Avenue of the Americas, New York,
New York 10036.
T. Rowe Price Recovery Fund, L.P. ("Recovery Fund") was organized in the
State of Delaware. It is an investment fund. Its address is 100 E. Pratt
Street, Baltimore, Maryland 21202.
T. Rowe Price Recovery Fund Associates, Inc. ("Recovery Fund Associates")
was incorporated in the State of Maryland. It is the general partner of
Recovery Fund. Its address is 100 E. Pratt Street, Baltimore, Maryland 21202.
Kim Z. Golden, a United States citizen, is an Executive Vice President of
Recovery Fund, where he has been employed since 1991. Mr. Golden is also a
Director of the Company and Newco. His business address is c/o T. Rowe Price
Recovery Fund Associates, P. O. Box 89000, Baltimore, Maryland 21289-7001.
Henry H. Hopkins, a United States citizen, a director of Recovery Fund
Associates, joined T. Rowe Price Associates, Inc. in 1972, is a Managing
Director, member of the Board of Directors and the head Legal Counsel for T.
Rowe Price Associates, Inc. and a Vice President of all the investment funds
managed by T. Rowe Price. His business address is c/o T. Rowe Price
Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202.
William T. Reynolds, a United States citizen, a director of Recovery Fund
Associates, joined T. Rowe Price Associates, Inc. in 1981 and is a Managing
Director and a member of the Board of Directors and the Director of the firm's
Fixed Income Division. He is also either the Chairman or a member of the board
of directors for all of T. Rowe Price Associates, Inc.'s fixed income funds
and a Portfolio Manager for the Summit Municipal Income Fund an investment
fund located at c/o T. Rowe Price Associates, Inc., 100 E. Pratt Street,
Baltimore, Maryland 21202. His business address is c/o T. Rowe Price
Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202.
Hubert M. Stiles, Jr., a United States citizen, a director of Recovery Fund
Associates, has been a Vice President of T. Rowe Price Associates, Inc., and
President of Recovery Fund since 1988. His business address is c/o T. Rowe
Price Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202.
Carl Marks Management Co., L.P. ("Carl Marks") was organized in the State of
Delaware. It is an investment advisory firm acting as general partner to
various investment partnerships. Its address is 135 East 57th Street, New
York, New York 10022.
Robert C. Ruocco, a United States citizen, has been a general partner of
Carl Marks since 1993. Mr. Ruocco is also an executive officer of an affiliate
of Carl Marks, which acts as an investment manager to an institutional fund
account. Mr. Ruocco is also a Director of the Company, Newco, Sport & Health
Company, L.C. ("Sport & Health"), a company that owns and operates a health
club chain located at Unit H, 1800 Old Meadow Road, McLean, Virginia 22102,
and Tejon Ranch Company Inc., a company engaged in several businesses
including commercial real estate, farming, ranching, filming and mineral
extraction located at P.O. Box 1000, 4436 Lebec Road, Lebec, California 93243.
From 1989 to 1992, he was employed by M.J. Whitman, L.P., a registered broker
dealer located at 767 Third Avenue, New York, New York 10012. His business
address is c/o Carl Marks & Co., Inc., 135 East 57th Street, New York, New
York 10022.
7
Andrew M. Boas, a United States citizen, has been a general partner of Carl
Marks since 1987, and Managing Director of CMCO, Inc., a merchant banking firm
located at c/o Carl Marks & Co., Inc., 135 East 57th Street, New York, New
York 10022, since 1982. Mr. Boas is also a Director of Thousand Trails, Inc.,
a company that owns and operates campgrounds located at 2711 LBJ Freeway,
Suite 200, Dallas, Texas 75234, Vertientes Camaguey Sugar Company of Cuba, a
sugar cane company located at 1111 Lincoln Road, Eight Floor, Miami, Florida
33130, and Sport & Health. His business address is c/o Carl Marks & Co., Inc.,
135 East 57th Street, New York, New York 10022.
Alan Rosenberg, a United States citizen, has been the President and Chief
Executive Officer of the Company and a Director of the Company since October
14, 1992. He also has been the President of Newco since July 8, 1997. From
June 1992 until his current appointment with the Company, Mr. Rosenberg worked
for Ametex Fabrics, a division of Masco Industries that manufactures fabrics
located at 79 Madison Avenue, New York, New York 10016. Prior to that, he had
been employed by the Company since 1971. He was a buyer from 1971 to 1980,
Soft Lines Merchandise Manager from 1980 to 1985, Vice President--Soft Lines
from 1985 to 1990, and Senior Vice President--General Merchandise Manager from
1990 to June 1992. His business address is c/o Seaman Furniture Company, Inc.,
300 Crossways Park Drive, Woodbury, New York 11797.
Steven H. Halper, a United States citizen, is Executive Vice President--
Chief Operating Officer and Secretary of the Company. He has been Executive
Vice President--Chief Operating Officer since October 14, 1992, and has been
Secretary since September 1, 1993. He has been the Secretary of Newco since
July 8, 1997. From March 1992 until October 1992, Mr. Halper was a consultant
to the furniture industry. His business address is c/o Seaman Furniture
Company, Inc., 300 Crossways Park Drive, Woodbury, New York 11797.
Peter McGeough, a United States citizen, is Executive Vice President--Chief
Administrative and Financial Officer of the Company, has been employed in that
capacity since October 14, 1992. He has been the Vice-President/Treasurer of
Newco since July 8, 1997. From June 1992 until October 1992, Mr. McGeough was
Vice President--Controller at Brooks Fashion Stores, a specialty retailer
located at 7 Penn Plaza, New York, New York 10118. His business address is c/o
Seaman Furniture Company, Inc., 300 Crossways Park Drive, Woodbury, New York
11797.
(e)-(f) During the last five years, no person listed above has been
convicted in a criminal proceeding or has been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities, subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not Applicable.
(a)(2) The information set forth in "Special Factors--Background of the
Merger" and "Special Factors--Purpose of and Reasons for the Merger" in the
Proxy Statement is hereby incorporated herein by reference.
(b) The information set forth in "Special Factors--Background of the Merger"
in the Proxy Statement is hereby incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in "Summary;" "Special Factors--Purpose of and
Reasons for the Merger;" and "The Merger Agreement" in the Proxy Statement is
hereby incorporated herein by reference.
(b) The information set forth in "Summary;" "Special Factors--Purpose of and
Reasons for the Merger" and "The Merger Agreement" in the Proxy Statement is
hereby incorporated herein by reference.
8
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a)-(g) The information set forth in "Special Factors--Purpose of and
Reasons for the Merger;" "Special Factors--Certain Effects of the Merger;" and
"Special Factors--Future Plans of the Company" in the Proxy Statement is
hereby incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a)-(c) The information set forth in "Estimated Fees and Expenses; Sources
of Funds" and "Option Cancellation Information" in the Proxy Statement is
hereby incorporated herein by reference.
(d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth in "Special Factors--Background of the
Merger;" "Special Factors--Purpose of and Reasons for the Merger;" "Special
Factors--Determination of Fairness of the Merger by the Special Committee and
the Board of Directors;" "Special Factors--Position of the Funds and Executive
Management as to Fairness;" and " Special Factors--Certain Effects of the
Merger" in the Proxy Statement is hereby incorporated herein by reference.
(d) The information set forth in "Special Factors--Purpose of and Reasons
for the Merger;" "Special Factors--Determination of Fairness of the Merger by
the Special Committee and the Board of Directors;" "Special Factors--Conflict
of Interests of the Funds, Executive Management and Certain Members of the
Board of Directors of the Company in the Merger;" "Special Factors--Certain
Effects of the Merger;" "Special Factors--Future Plans of the Company;" "The
Merger Agreement--Certain U.S. Federal Income Tax Consequences of the Merger;"
"The Merger Agreement--Accounting Treatment of the Merger;" and "The Merger
Agreement--Payment for and Surrender of Company Common Shares" in the Proxy
Statement is hereby incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(e) The information set forth in "The Meeting--Required Vote;" "Special
Factors--Background of the Merger;" "Special Factors--Purpose of and Reasons
for the Merger;" "Special Factors--Determination of Fairness of the Merger by
the Special Committee and the Board of Directors;" "Special Factors--Opinion
of Financial Advisor to the Special Committee;" and "Special Factors--Position
of the Funds and Executive Management as to Fairness" in the Proxy Statement
is hereby incorporated herein by reference.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(c) The information set forth in "Special Factors--Background of the
Merger;" "Special Factors--Determination of Fairness of the Merger by the
Special Committee and the Board of Directors;" "Special Factors--Opinion of
Financial Advisor to the Special Committee;" and "Special Factors--Position of
the Funds and Executive Management as to Fairness" in the Proxy Statement is
hereby incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth in "Security Ownership of Certain Beneficial
Owners and Management" in the Proxy Statement is hereby incorporated herein by
reference.
(b) The information set forth in "Purchases of Common Stock by and Other
Transactions with Certain Persons" in the Proxy Statement is hereby
incorporated herein by reference.
9
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES
The information set forth in "Summary;" "Special Factors--Background of the
Merger;" "The Merger Agreement--Payment for and Surrender of Company Common
Shares;" "The Merger Agreement--Conversion of Securities in the Merger;
Treatment of Options;" "The Merger Agreement--Conditions to Consummation of
the Merger;" "Security Ownership of Certain Beneficial Owners and Management"
and "Option Cancellation Information" in the Proxy Statement is hereby
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a)-(b) The information set forth in "Summary;" "Special Factors--Background
of the Merger;" "Special Factors--Determination of Fairness of the Merger by
the Special Committee and the Board of Directors;" "Special Factors--Position
of the Funds and Executive Management as to Fairness;" and "The Meeting--
Required Vote" in the Proxy Statement is hereby incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "Summary" and "Rights of Dissenting
Stockholders" in the Proxy Statement is hereby incorporated by reference.
(b) Not Applicable.
(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "Summary--Selected Financial Data" in the
Proxy Statement and Appendix D to the Proxy Statement is hereby incorporated
herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "Special Factors--Future Plans of the
Company;" "Estimated Fees and Expenses; Sources of Funds;" and "Recent
Developments" in the Proxy Statement is hereby incorporated herein by
reference.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and the Appendices thereto
is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter of Intent dated August 27, 1997 between the Company and Heller
Business Credit, a division of Heller Financial, Inc.**
(b)(1) Opinion of Wasserstein Perella & Co., Inc., financial advisor to the
Special Independent Committee of the Board of Directors of Seaman Furniture
Company, Inc.*
(b)(2) Written materials prepared by Wasserstein Perella & Co., Inc. for the
Special Independent Committee of the Board of Directors.**
(b)(3) Written materials prepared by Wheat First Butcher Singer for the
Board of Directors.***
(c)(1) Agreement and Plan of Merger, dated as of August 13, 1997, as amended
on September 4, 1997, by and between Seaman Furniture Company, Inc. and SFC
Merger Company.*
10
(d)(1) Preliminary Proxy Statement and Proxy Card.***
(d)(2) Notice of Special Meeting of Stockholders of Seaman Furniture
Company, Inc.*
(d)(3) Letter to Stockholders from Alan Rosenberg, President and Chief
Executive Officer.*
(d)(4) Definitive Proxy Statement and Proxy Card.
(e) Text of Section 262 of the Delaware General Corporation Law.*
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* Incorporated by reference from the Proxy Statement, a copy of which is
attached hereto as Exhibit (d)(4).
** Incorporated by reference to the exhibit with the corresponding exhibit
number filed as a part of the Schedule 13E-3 filed by the Company and its
affiliates on September 5, 1997.
*** Incorporated by reference to the exhibit with the corresponding exhibit
number filed as a part of the Schedule 13E-3 filed by the Company and its
affiliates on October 27, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
SEAMAN FURNITURE COMPANY, INC.
/s/ Alan Rosenberg
By:__________________________________
Name: Alan Rosenberg
Title: President and Chief
Executive Officer
SFC MERGER COMPANY
/s/ Alan Rosenberg
By:__________________________________
Name: Alan Rosenberg
Title: President
M.D. SASS ASSOCIATES, INC.
/s/ Fred M. Stone
By:__________________________________
Name: Fred M. Stone
Title: Senior Vice President and
General Counsel
T. ROWE PRICE RECOVERY FUND, L.P.
/s/ Kim Z. Golden
By:__________________________________
Name: Kim Z. Golden
Title: Executive Vice President
CARL MARKS MANAGEMENT CO., L.P.
/s/ Robert C. Ruocco
By:__________________________________
Name: Robert C. Ruocco
Title: General Partner
/s/ Alan Rosenberg
_____________________________________
Alan Rosenberg
/s/ Steven H. Halper
_____________________________________
Steven H. Halper
/s/ Peter McGeough
_____________________________________
Peter McGeough
Dated: November 18, 1997
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