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)
Concord Fabrics Inc.
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(Name of Issuer)
Alvin Weinstein
Joan Weinstein
David Weinstein
Peter Weinstein
Jonathan Weinstein
Earl Kramer
Concord Merger Corp.
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(Name of Person(s) Filing Statement)
Class A Common Stock, $.50 per share
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Class B Common Stock, $.50 per share
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(Title of Class of Securities)
Class A Common Stock: 206219206
Class B Common Stock: 206219305
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(CUSIP Number of Class of Securities)
Peter A. Eisenberg, Esq.
Bryan Cave LLP
245 Park Avenue
New York, New York 10167
(212) 692-1800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communication on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate
box):
a. The filing of solicitation materials or in information statement
subject to Regulation 14A, Regulation 14C, or Rule 13E-3(c) under the Securities
Exchange Act of 1934.
b. The filing of registration statement under the Securities Act of 1933.
c. A tender offer.
d. None of the above. |X|
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
Calculation of Filing Fee
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10,495,146.38 2,099.03
Transaction Valuation 1/ Amount of Filing Fee
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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: 2,099.03 Filing party: Concord Merger Corp.
Form or registration no.: 14D-1 Date filed: August 4, 1999
This Schedule 13E-3 (the "Statement") relates to the offer by Concord
Merger Corp., a Delaware corporation ("Purchaser"), to purchase all of the
outstanding shares of Class A Common Stock, par value $.50 per share, and Class
B Common Stock, par value $.50 per share of Concord Fabrics Inc., a Delaware
corporation (the "Company") not owned by the Purchaser on July 29, 1999 at a
price of $7.875 per share, net to the seller in cash, upon the terms and subject
to the conditions set forth in Purchaser's Offer to Purchase dated August 5,
1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which
together constitute the "Offer"), copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the subject company is Concord Fabrics Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
offices is 1359 Broadway,
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1/ The Company has 3,614,215 shares outstanding. 2,281,498 shares are owned
by the purchaser. Therefore, the fee is based on 1,332,717 multiplied by
the merger price of $7.875 per share.
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New York, NY 10018.
(b) This transaction relates to a tender offer to purchase all outstanding
shares of Class A Common Stock, par value $.50 per share and Class B Common
Stock, par value $.50 per share, of the Company. As of July 29, 1999, there were
2,169,869 shares of Class A Common Stock outstanding and approximately 210
holders of record of Class A Common Stock and 1,444,401 shares of Class B Common
Stock and approximately 200 holders of record of Class B Common Stock.
(c) The information concerning the principal market in which the Shares
are traded and certain high and low sales prices for the Shares in such
principal market set forth in "The Tender Offer - 5. Price Range of Shares;
Dividends" of the Offer to Purchase is incorporated herein by reference.
(d) The information regarding the Company's dividend history and
restrictions is contained in "The Tender Offer - 5. Price Range of Shares;
Dividends" of the Offer to Purchase, which is incorporated herein by reference.
(e) The Company has not made an underwritten public offering for cash in
the last 3 years.
(f) The Company has not purchased any of its shares since the commencement
of its second full fiscal year preceding the date hereof, other than as listed
in "The Tender Offer - 7. Certain Information Concerning Purchaser" of the Offer
to Purchase, which is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) and (g) This Statement is filed by Purchaser, as well as Alvin
Weinstein, Joan Weinstein, David Weinstein, Peter Weinstein, Jonathan Weinstein
and Earl Kramer (the "Continuing Shareholders"). The information concerning the
name, state or other place of organization, principal business and address of
the principal office of Purchaser, and the information concerning the name,
business address, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment or occupation is conducted, material occupations, positions,
offices or employments during the last five years and citizenship of each of the
executive officers and directors of Purchaser are set forth in the
"Introduction", "The Tender Offer - 7. Certain Information Concerning Purchaser"
and Schedule II of the Offer to Purchase and are incorporated herein by
reference.
Jonathan Weinstein is a citizen of the United States. His address is 2217
11th Avenue East, Seattle, Washington 98102. He is Marketing Manager of
E-Commence for Microsoft Corporation. Peter Weinstein resides at 2339 Stone
Road, Ann Arbor, Michigan 48105. He recently successfully defended a
dissertation in software architecture from the University of
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Michigan.
(e) and (f) During the last five years, neither Purchaser nor to the best
knowledge of Purchaser, none of the Continuing Shareholders has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a 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 future
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) The information set forth in "The Tender Offer - 7. Certain
Information Concerning Purchaser", "Special Factors - 1. Background of the
Offer; Contacts with the Company" and "Special Factors - 2. The Offer and
Merger; Merger Agreement" of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in the Introduction, "The Tender Offer
- - 6. Certain Information Concerning the Company", "The Tender Offer - 7. Certain
Information Concerning Purchaser", "Special Factors - 1. Background of the
Offer; Contacts with the Company", "Special Factors - 2. The Offer and Merger;
Merger Agreement", and "Special Factors - 3. Purpose of the Offer and the
Merger; Plans for the Company" of the Offer to Purchase is incorporated herein
by reference.
Item 4. Terms of the Transaction.
(a) The information contained in "The Tender Offer - 1. Terms of the
Offer", "Special Factors - 2. The Offer and Merger; Merger Agreement", "Special
Factors - 3. Purpose of the Offer and the Merger; Plans for the Company", and
"The Tender Offer - 9. Conditions to the Offer" of the Offer to Purchase is
incorporated herein by reference.
(b) The terms of the 13E-3 transaction are the same for all shareholders
of the Company other than Purchaser.
Item 5. Plan or Proposals of the Issuer of Affiliate.
(a)-(e) The information set forth in the "Introduction", "Special
Factors - 1. Background of the Offer; Contacts with the Company", "Special
Factors - 2. The Offer and Merger; Merger Agreement", and "Special Factors - 3.
Purpose of the Offer; Plans for the Company" of the Offer to Purchase is
incorporated herein by reference.
(f) and (g) The information set forth in "Special Factors - 4.
Effect of the Offer on the Market for Shares, Exchange Act Listing, Exchange Act
Registration; Margin
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Regulations" of the Offer to Purchase is incorporated herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration.
The information set forth in "The Tender Offer - 8. Sources and
Amounts of Funds" and "The Tender Offer - 11. Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
The information set forth in the "Introduction", "Special Factors - 5.
Material Federal Tax Considerations", "Special Factors - 1. Background of the
Offer; Contacts with the Company", "Special Factors - 2. The Offer and Merger;
Merger Agreement", "Special Factors - 3. Purpose of the Offer and the Merger;
Plans for the Company", and "Special Factors - 4. Effect of the Offer on the
Market for the Shares; Exchange Act Listing; Exchange Act Registration; Margin
Regulations" of the Offer to Purchase is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Purchaser and the Continuing Shareholders reasonably believe that the
Rule 13e-3 transaction is fair to unaffiliated shareholders.
(b) The information set forth in "Special Factors - 1. Background of the
Offer; Contacts with the Company" of the Offer to Purchase is incorporated
herein by reference. Purchaser and the Continuing Shareholders place significant
weight on the opinion of the Special Committee and the report of Peter J.
Solomon, which are attached as exhibits hereto.
(c) The transaction is structured to require the approval of a majority of
the unaffiliated shareholders.
(d) A majority of the independent directors who are not employees of the
issuer have retained an unaffiliated representative for the purposes of
preparing a report concerning the fairness of such transaction. The information
set forth in "Special Factors -1. Background of the Offer, Contacts with the
Company" of the Offer to Purchase is incorporated herein by reference.
(e) The Rule 13e-3 transaction was approved by a majority of the
independent directors.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a), (b) The information set forth in the Introduction and "Special
Factors - 1.
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Background, and Schedule I of the Offer to Purchase is incorporated herein
by reference.
(c) Any report referred to in Item 9(a) shall be made available for
inspection or copying at the principal executive office of the Company during
its regular business hours by any interested equity security holder of the
Company or his or her representative who has been so designated in writing.
Item 10. Interest in the Securities of the Issuer.
(a) The information set forth in the Introduction and "The Tender Offer -
7. Certain Information Concerning Purchaser" of the Offer to Purchase is
incorporated herein by reference. Purchaser owns 1,168,699 shares of Class A
Common Stock, constituting 53.9% of that class, and 1,112,799 constituting 77.0%
of that class. Purchaser owns a total of 63.1% of the total outstanding stock of
the Company.
(b) No transaction in the class of equity securities of the Company was
effected during the past 60 days by the Company or by any person named in
response to Item 10(a) other than the contribution of shares to Purchaser
described in the "Introduction" and "The Tender Offer - 7. Certain Information
Concerning Purchaser."
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
The information set forth in the "Introduction", "The Tender Offer - 7.
Certain Information Concerning Purchaser", "Special Factors - 1. Background of
the Offer; Contacts with the Company"; and "Special Factors - 2. The Offer and
Merger; Merger Agreement" and "Special Factors - 3. Purpose of the Offer; Plans
for the Company" of the Offer to Purchase is incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a) The information set forth in the Introduction, "The Tender Offer - 7.
Certain Information Concerning Purchaser" is incorporated herein by reference.
(b) The information set forth in the Introduction, "Special Factors - 1.
Background of the Offer; Contacts with the Company" of the Offer to Purchase is
incorporated herein by reference.
Item 13. Other Provisions of the Transaction
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(a) The information set forth in "Special Factors -2. The Offer and
merger; Merger Agreement" and "Special Factors - 3. Purpose of the Offer and the
Merger; Plans for the Company" of the Offer to Purchase is incorporated herein
by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
The information set forth in "The Tender Offer - 6. Certain Information
Concerning the Company" and "The Tender Offer - 7. Certain Information
Concerning Purchaser" of the Offer to Purchase, the Company's Annual Report on
form 10-K for the year ended August 30, 1998, the Company's Quarterly Reports on
Form 10-Q for the quarters ended November 29, 1999, February 28, 1999 and May
30, 1999, are incorporated herein by reference.
Item 15. Persons and Assets Employed, Retained or Utilized.
The information set forth in "The Tender Offer - 6. Certain Information
concerning the Company", "The Tender Offer - 7. Certain Information Concerning
the Purchaser", "Special Factors - 1. Background of the Offer; Contacts with the
Company", "Special Factors - 3. Purpose of the Offer and the Merger; Plans for
the Company", and "The Tender Offer - 11. Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.
Item 16. Additional Information.
The information set forth in the Offer to Purchase is incorporated herein
by reference.
Item 17. Material to be Filed as Exhibits.
(a) (1) Form of Offer to Purchase for Cash All Outstanding Shares of Class
A and Class B Common Stock of Concord Fabric Inc., at $7.875 net per share by
Concord Merger Corp., dated August 4, 1999.
(a) (2) Form of Letter of Transmittal, dated August 4, 1999.
(a) (3) Form of Commitment Letter from the Chase Manhattan Bank to Alvin
Weinstein, Joan Weinstein and David Weinstein, dated August 3, 1999.
(a) (4) Form of Report of Peter J. Solomon Company Limited, dated July 29,
1999.
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(a) (5) Form of Shareholders' Agreement, dated July 29, 1999, among Alvin
Weinstein, Joan Weinstein, David Weinstein, Peter Weinstein, Jonathan Weinstein
and Earl Kramer.
(a) (6) Form of Opinion of the Special Committee, dated July 29, 1999.
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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.
August 4, 1999
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(Date)
/s/ Earl Kramer
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(Signature)
President
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(Name and Title)
/s/ Alvin Weinstein
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Alvin Weinstein
/s/ Joan Weinstein
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Joan Weinstein
/s/ David Weinstein
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David Weinstein
/s/ Peter Weinstein
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Peter Weinstein
/s/ Jonathan Weinstein
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Jonathan Weinstein
/s/ Earl Kramer
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Earl Kramer
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