SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Amendment No. 1
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act)
Amendment No. 1
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.
Concord Fabrics Inc.
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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. |X| 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
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10,495,146.38 $2,099.03
Transaction Valuation(1) Amount of Filing Fee
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|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: $2,099.03 Filing party: Concord Merger Corp.
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Form or registration no.: 14D-1 Date filed: August 5, 1999
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This Amendment No. 1 to the 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
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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.
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 4 1999
(the "Offer to Purchase") and in the related Letter of Transmittal (which
together constitute the "Offer"), and the Purchaser's Supplement to Offer to
Purchase, dated August 31, 1999 (the "Supplement to the Offer to Purchase"), a
copy of which is attached hereto as Exhibit (c)(3).
The following Cross-Reference Sheet prepared pursuant to General
Instruction F to Schedule 13E-3 shows the location in the Tender Offer Statement
on Schedule 14D-1 filed by Purchaser (the "Schedule 14D-1") with the Securities
and Exchange Commission on August 5, 1999, of the information requested to be
included in this Schedule 13E-3. The information set forth both in the Schedule
14D-1, including all exhibits thereto, is expressly incorporated herein by
reference as set forth in the Cross-Reference Sheet and in the responses in this
Schedule 13E-3, and such responses are qualified in their entirety by reference
to the information contained in the Offer to Purchase and the annexes and
supplements thereto.
Item in 13E-3 Where located in Schedule 14D-1
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Item 1 (a) - (c)................................... Item 1 (a) - (c)
Item 1 (d) - (f)................................... *
Item 2............................................. Item 2
Item 3 (a)(1)...................................... Item 3 (a)(1)
Item 3 (a)(2)...................................... Item 3 (b)
Item 3 (b)......................................... *
Item 4............................................. *
Item 5 (a) - (e)................................... Item 5 (a) - (e)
Item 5 (f)......................................... Item 5 (g)
Item 5 (g)......................................... *
Item 6 (a)......................................... Item 4 (a)
Item 6 (b)......................................... *
Item 6 (c) - (d)................................... Item 4 (b) - (c)
Item 7 (a)......................................... Item 5
Item 7 (b) - (d)................................... *
Item 8............................................. *
Item 9............................................. *
Item 10............................................ Item 6
Item 11............................................ Item 7
Item 12............................................ *
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Item 13............................................ *
Item 14............................................ *
Item 15 (a)........................................ *
Item 15 (b)........................................ Item 8
Item 16............................................ Schedule 14D-1
Item 17 (a)........................................ Item 11(b)
Item 17 (b)........................................ *
Item 17 (c)........................................ Item 11(c)
Item 17 (d)........................................ *
Item 17 (e)........................................ *
Item 17 (f)........................................ Not Applicable
* This information is provided only in the Schedule 13E-3
Item 2. Identity and Background.
(a)-(d) and (g) This Statement is filed jointly by Purchaser, as well as
Alvin Weinstein, Joan Weinstein, David Weinstein, Peter Weinstein, Jonathan
Weinstein and Earl Kramer (the "Continuing Shareholders"), and the Company
(which is the issuer of the class of equity securities that is the subject of
the Rule 13e-3 transaction). The information concerning the name, state or other
place of organization, principal business and address of the principal office of
Purchaser and the Company, 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 is a citizen of the United
States and resides at 2339 Stone Road, Ann Arbor, Michigan 48105. He recently
successfully defended a dissertation in software architecture from the
University of Michigan.
(e) and (f) During the last five years, neither Purchaser nor to the best
knowledge of Purchaser, any 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
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violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
During the last five years, neither the Company, nor, to the best of its
knowledge, any of its directors, executive officers or controlling persons 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 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 and the
Supplement to 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 8. Fairness of the Transaction.
(a) Purchaser, the Continuing Shareholders and the Company reasonably
believe that the Rule 13e-3 transaction is fair to unaffiliated shareholders of
Class A Common Stock and Class B Common Stock.
(b) The information set forth in "Special Factors - 1. Background of the
Offer; Contacts with the Company" of the Offer to Purchase and the Supplement to
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Special Factors - 2. the Offer and
Merger; Merger Agreement and "The Tender Offer - 9. Conditions to the Offer" of
the Offer to Purchase and the Supplement to the Offer to Purchase is
incorporated herein by reference.
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(d) - (e) The information set forth in "Special Factors -1. Background of
the Offer; Contacts with the Company" of the Offer to Purchase and the
Supplement to the Offer to Purchase is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a), (b) The information set forth in the Introduction and "Special
Factors - 1. Background, and Schedule I of the Offer" of the Offer to Purchase
and the Supplement to the Offer to Purchase is incorporated herein by reference.
(c) Any report referred to in Item 9(a) or 9(b) 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 17. Material to be Filed as Exhibits.
(a) (1) Form of Commitment Letter from the Chase Manhattan Bank to Alvin
Weinstein, Joan Weinstein and David Weinstein, dated July 26, 1999.**
(b) (1) Form of Opinion of Peter J. Solomon Company Limited, dated July
29, 1999.**
(b) (2) First Union Capital Markets Furnishing and Textiles Group
Presentation To Concord Fabrics Inc., dated May 19, 1999.
(b) (3) Presentation to the Special Committee of Board of Directors, dated
July 29, 1999, by Peter J. Solomon Company Limited.
(c) (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.**
(c) (2) Form of Shareholders' Agreement, dated July 29, 1999, among Alvin
Weinstein, Joan Weinstein, David Weinstein, Peter Weinstein, Jonathan Weinstein
and Earl Kramer.**
(c) (3) Form of Supplement to 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 31, 1999.
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(d) (1) Form of Letter of Transmittal, dated August 4, 1999.**
(d) (2) Form of Letter of Transmittal, dated August 31, 1999.
** Previously filed as an exhibit to the Schedule 13E-3 filed with the
Securities and Exchange Commission by Alvin Weinstein, Joan Weinstein, David
Weinstein, Peter Weinstein, Jonathan Weinstein, Earl Kramer and Concord Merger
Corp. on August 5, 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 31, 1999
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(Date)
Concord Merger Corp.
By: /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
Concord Fabrics Inc.
By: /s/ Earl Kramer
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(Signature)
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(Name and Title)
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