SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Amendment No. 2
Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities
Exchange Act)
SCHEDULE 13D
Amendment No. 1
Concord Fabric Inc.
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(Name of Subject Company)
Concord Merger Corp.
Alvin Weinstein
Joan Weinstein
David Weinstein
Peter Weinstein
Jonathan Weinstein
Earl Kramer
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(Bidder)
Class A Common Stock, $.50 par value
Class B Common Stock, $.50 par value
(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 Bidder)
<PAGE>
Calculation of Filing Fee
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10,495,146.38 1/ $2099.03
Transaction Amount of Filing Fee
Valuation 2/
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|_| Check box if any part offer 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 5, 1999
1/ The Company has 3,614,215 shares outstanding. 2,281,498 shares are owned
by the bidder. Therefore, the fee is based on 1,332,717 multiplied by the
merger price of $7.875 per share.
2/ Concord Merger Corp. is amending its Schedule 13D filed on August 4, 1999,
by the submission of this Schedule 14D-1.
2
<PAGE>
CUSIP No. 206219206 SCHEDULE 14D-1 Page of Pages
206219305
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Concord Merger Corp.
Alvin Weinstein
Joan Weinstein
David Weinstein
Peter Weinstein
Jonathan Weinstein
Earl Kramer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,039,849 shares of Class A Common Stock owned by Concord Merger Corp.
1,409,446 shares of Class B Common Stock owned by Concord Merger Corp..
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* |_| |_|
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94% of Class A Common Stock
97% of Class B Common Stock
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10 TYPE OF REPORTING PERSON*
HC
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3
<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1
(the "Statement") relates to the offer by Concord Merger Corp., a Delaware
corporation ("Purchaser") whose Shareholders are Alvin Weinstein, Joan
Weinstein, David Weinstein, Peter Weinstein, Jonathan Weinstein and Earl Kramer
(the "Continuing Shareholders"), to purchase all outstanding shares (the
"Shares") of Class A Common Stock, par value $.50 per share, and Class B Common
Stock, par value $.50 per share, not already owned by it, of Concord Fabrics
Inc., a Delaware corporation (the "Company"), at a price of $7.875 per Share
(the "Offer Price"), 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 and
Purchaser's Supplement to Offer to Purchaser, dated August 31, 1999 (which
together constitute the "Offer").
This is also amendment No. 2 to the Schedule 13D of Concord Merger
Corp.
Schedule 13D Item 4. Purpose of the Transaction
Schedule 14D-1 Item 5. Purpose of the Tender Offer and Plans
of the Bidder
The foregoing items are supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on
September 10, 1999. On September 14, 1999, Purchaser accepted for payment at the
Offer Price all of the 871,150 shares of Class A Common Stock and 296,647 shares
of Class B Common Stock validly tendered and not previously withdrawn in
response to the Offer. As a result, Purchaser was the owner of 94% of the
outstanding Class A Shares and 97% of the Class B Shares. Purchaser effected a
short form merger of Purchaser with and into the Company on September 14, 1999.
Schedule 13D Item 5. Interest in Securities of the
Issuer
Schedule 14D-1 Item 6. Interest in Securities of the Subject
Company
As a result of the purchases pursuant to the Offer, the foregoing
item is amended as follows:
Name Shares Beneficially Owned Percentage of Class
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Concord Merger Corp.
2,039,849 (Class A) 94%
1,409,446 (Class B) 97%
Schedule 13D Item 7. Material to be filed as Exhibits.
Schedule 14D-1 Item 11. Material to be filed as Exhibits.
The foregoing items are supplemented as follows:
4
<PAGE>
Exhibit (a)(13) Press release issued by the Company and
Purchaser on September 13, 1999.
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.
September 16, 1999
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(Date)
CONCORD MERGER CORP.
By: /s/ Earl Kramer
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(Signature)
Earl Kramer, 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
The Wall Street Group, Inc. Company Contact: Earl Kramer
32 East 57th Street President
New York, New York 10022 (212) 760-0300
(212) 888-4848
FOR IMMEDIATE RELEASE
NEW YORK, NEW YORK, SEPTEMBER 13, 1999
CONCORD FABRICS INC. GOING PRIVATE TENDER OFFER EXPIRES
Concord Fabrics Inc. (AMEX: CIS) and Concord Merger Corp. ("Merger
Corp."), a newly formed entity controlled by Alvin Weinstein, his family and
certain management of Concord Fabrics, today announced that Merger Corp. is
purchasing all shares of Class A common stock and Class B common stock of
Concord Fabrics which were validly tendered in response to its $7.875 per share
tender offer. The tender offer expired as scheduled on Friday, September 10,
1999, at midnight and was not extended.
Approximately 871,000 shares of Class A common stock and 296,000
shares of Class B common stock were tendered in the offer. These shares,
together with the approximately 1.2 million shares of Class A common stock and
1.1 million shares of Class B common stock already owned by Merger Corp.,
represent approximately 94% of Concord Fabric's outstanding shares of Class A
common stock and 97% of Concord Fabric's outstanding shares of Class B common
stock. The acceptance of the shares and the processing of the payment begins
immediately with the payment to ChaseMellon Shareholder Services, LLC, the
institution acting as depositary for the transaction, of $7.875 per share
tendered. Promptly upon making such payment, Merger Corp. will proceed with a
short-term merger of itself into Concord Fabrics and each remaining Concord
Fabric shareholder will receive $7.875 per share for each Concord Fabric share
held.
Concord Fabrics Inc., based in New York, New York, develops, designs
and produces, in its own facility and through unaffiliated contractors, woven
and knitted fabrics of natural and synthetic fibers in a wide variety of colors
and patters, for sale to manufacturers and to retailers for resale to the home
sewing market.
