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. 3 -- Final Amendment)
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SEAMAN FURNITURE COMPANY, INC.
(Name of the Issuer)
SEAMAN FURNITURE COMPANY, INC.
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 & Goodman, LLP Jones, Day, Reavis & Pogue
919 Third Avenue 599 Lexington Avenue
New York, NY 10022 New York, NY 10022
(212) 758-9500 (212) 326-3999
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Persons Filing Statement)
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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
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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.
[ 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: $7,832
Form or Registration No.: Schedule 13E-3
Filing Party: Seaman Furniture Company, Inc. and affiliates
Date Filed: September 5, 1997
INTRODUCTION
This Amendment No. 3 (the "Final Amendment") amends and supplements the
Rule 13e-3 Transaction Statement on Schedule 13E-3 filed on September 5, 1997 by
Seaman Furniture Company, Inc., a Delaware corporation (the "Company") and SFC
Merger Company ("Newco"), M.D. Sass Associates, Inc. ("M.D. Sass"), T. Rowe
Price Recovery Fund, L.P. ("T. Rowe Price"), Carl Marks Management Co., L.P.
("Carl Marks, and, together with M.D. Sass and T. Rowe Price, "the Funds"), Alan
Rosenberg, Steven H. Halper and Peter McGeough as affiliates of the Company, as
amended and supplemented by Amendment No. 1 thereto filed on October 27, 1997
and Amendment No. 2 thereto filed on November 18, 1997 (as amended and restated,
the "Transaction Statement"). The Transaction Statement was filed 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.
This Final Amendment is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3 (d)(3) promulgated under
the Securities and Exchange Act of 1934, as amended, to report the results of
the Merger. Newco, which was a party to the Transaction Statement, is not a
party hereto because it no longer exists as a result of the Merger, which was
consummated on December 23, 1997. The Company was the surviving corporation in
the Merger (the "Surviving Corporation"). Except as expressly set forth in this
Final Amendment, all information in the Transaction Statement remains unchanged.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
As a result of the consummation of the Merger on December 23, 1997,
each of the 807,186 shares of common stock, par value of $.01 per share, of
Newco (the "Newco Common Stock") issued and outstanding immediately prior to the
effective time of the Merger, was converted into and exchanged for one newly and
validly issued, fully paid and nonassessable share, par value $.01 per share, of
the Surviving Corporation ("Surviving Corporation Common Stock"). Each share of
the common stock, par value $.01 per share, of the Company ("Company Common
Stock") owned by Newco immediately prior to the effective time of the Merger
(which had been contributed to Newco by the Funds in exchange for Newco Common
Stock, and had constituted all of the Funds' Company Common Stock), as well as
each share of capital stock of the Company that was held in the treasury of the
Company immediately prior to the effective time of the Merger, was canceled and
extinguished without any conversion right thereof and without any consideration
payable therefor. Each share of Company Common Stock issued and outstanding
immediately prior to the effective time of the Merger (other than any shares
owned by Newco or held in the treasury of the Company) was converted into and
represents the right to receive an amount in cash equal to $25.05, payable to
the holder thereof, without any interest thereon. As of the date hereof, there
are 807,186 shares of Surviving Corporation Common Stock issued and outstanding,
and there are three holders of record of such stock (i.e., the Funds).
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the consummation of the Merger on December 23, 1997,
the Funds have acquired the entire equity interest in the Surviving Corporation.
On the date hereof, there are 807,186 issued and outstanding shares of Surviving
Corporation Common Stock, of which 383,639 are owned by M.D. Sass, 215,090 are
owned by T. Rowe Price and 208,457 are owned by Carl Marks.
ITEM 16. ADDITIONAL INFORMATION.
The Merger Agreement was approved by the stockholders of the Company
at the special meeting of the stockholders of the Company held on December 23,
1997 (the "Special Meeting"), and the transactions contemplated by the Merger
Agreement were completed on that date. Of the 4,536,839 shares of Company
Common Stock on the November 17, 1997 record date, 4,117,329 of such shares
(approximately 90.75%) were represented in person or by proxy at the Special
Meeting, and 4,106,862 of such shares (approximately 90.52%) voted in favor of
the proposal to approve the Merger Agreement. The number of shares voted in
favor of the Merger Agreement was sufficient to approve the Merger. On December
23, 1997, a Certificate of Merger was duly filed with the Secretary of State of
the State of Delaware. The Merger became effective on that date.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(5) - Press Release issued by the Company on December 23, 1997.
(d)(6) - Letter to former stockholders of the Company dated December 23,
1997.
(d)(7) - Letter of Transmittal.
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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.
By: /s/ Alan Rosenberg
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Name: Alan Rosenberg
Title: President and Chief
Executive Officer
SFC MERGER COMPANY
By: /s/ Alan Rosenberg
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Name: Alan Rosenberg
Title: President
M.D. SASS ASSOCIATES, INC.
By: /s/ Fred M. Stone
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Name: Fred M. Stone
Title: Senior Vice President and
General Counsel
T. ROWE PRICE RECOVERY FUND, L.P.
By: /s/ Kim Z. Golden
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Name: Kim Z. Golden
Title: Executive Vice President
CARL MARKS MANAGEMENT CO., L.P.
By: /s/ Robert C. Ruocco
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Name: Robert C. Ruocco
Title: General Partner
/s/ Alan Rosenberg
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Alan Rosenberg
/s/ Steven Halper
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Steven H. Halper
/s/ Peter McGeough
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Peter McGeough
Dated: December 23, 1997
EXHIBIT INDEX
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(d)(5) -- Press Release issued by the Company on December 23, 1997.
(d)(6) -- Letter to former stockholders of the Company dated December 23, 1997.
(d)(7) -- Letter of Transmittal.