SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Amendment No. 1
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Concord Fabrics Inc.
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(Name of Subject Company)
Concord Fabrics Inc.
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(Name of Person(s) Filing Statement)
Class A Common Stock, $.50 par value
Class B Common Stock, $.50 par value
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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, NY 10167
(212) 692-1800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communication on Behalf of the Person(s) Filing Statement)
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 relating to the offer by
Concord Merger Corp., a Delaware corporation ("Merger Corp."), 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 Merger Corp., 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 Merger Corp.'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 Merger Corp.'s
Supplement to Offer to Purchase, dated August 31, 1999 (the "Supplement to Offer
to Purchase") a copy of which is attached hereto as Exhibits (a)(3). Merger
Corp. is an affiliate of the Company.
Item 3. Identity and Background.
(a) The person filing this statement is Concord Fabrics Inc., a Delaware
corporation the Company's business address is 1359 Broadway, New York, NY 10018.
(b) 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", "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 and the Supplement
to Offer to Purchase is incorporated herein by reference.
Item 9. 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 Fabrics 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 Supplement to Offer to Purchase for Cash All Outstanding
Shares of Class A and Class B Common Stock of Concord Fabrics Inc., at $7.875
Net Per Share by Concord Merger Corp., dated August 31, 1999.
(a)(4) Form of Letter of Transmittal, dated August 31, 1999.
(b) Not applicable.
(c) Form of Agreement and Plan of Merger, dated as of July 29, 1999
between Purchaser and the Company.**
**Previously filed as exhibits to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Merger Corp. on August 5, 1999.
2
SIGNATURE
After reasonable 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 FABRICS INC.
By: /s/ Earl Kramer
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(Signature)
President
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(Name and Title)