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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)/1/
MaxServ, Inc.
_____________________________________________________________________
(Name of issuer)
Common Stock, Par Value $.01
(Title of class of securities)
005779171
_________________________________
(CUSIP number)
Michael D. Levin, Esq.
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL 60179
847/286-2500
_____________________________________________________________________
(Name, address and telephone number
of person authorized to receive
notices and communications)
December 5, 1996
__________________________________________
(Date of event which requires filing
of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
___________________
1. The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1) Name of Reporting Person Sears, Roebuck and Co.
SS. or I.R.S. Identification
No. of Above Person I.R.S. ID No. 36-1750680
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
New York
<TABLE>
<CAPTION>
<S> <C> <C>
Number of 7) Sole Voting Power
Shares Bene- 7,033,333 shares
ficially Owned by
Each Reporting 8) Shared voting Power
Person With: 0
9) Sole Dispositive Power
7,033,333 shares
10) Shared Dispositive Power
0
</TABLE>
11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,033,333 shares
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
64.4%
2
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14) Type of Reporting Person (See Instructions)
CO
This Amendment No. 5 further amends and supplements the Schedule 13D filed
by Sears, Roebuck and Co. ("Sears"), as previously amended, relating to the
common stock, par value $.01 per share ("Common Stock"), of MaxServ, Inc. (the
"Company").
ITEM 2. IDENTITY AND BACKGROUND
The principal office of Sears and its consolidated subsidiaries is 3333
Beverly Road, Hoffman Estates, IL 60179.
Sears is among the largest retailers in the world, on the basis of sales of
merchandise and services, conducting merchandising and credit operations in the
United States, Canada and Mexico.
During the last five years, neither Sears not any of its directors or
executive officers listed below has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, neither Sears nor any of its directors or
executive officers listed below has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
Sears or any of its directors or executive officers was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The executive officers and directors of Sears and their principal
occupations are listed below. Except as expressly indicated, the business
address of each person listed below is 3333 Beverly Road, Hoffman Estates, IL
60179, and each such person is a citizen of the United States of America.
Hall Adams, Jr. Sears Director; Retired Chairman and Chief Executive
Officer, Leo Burnett Co. (advertising agency)
Paul A. Baffico President, Sears Tire Group, of Sears
Warren L. Batts Sears Director; Chairman of Premark International, Inc.
(consumer and commercial products), 1717 Deerfield
Road, Deerfield, IL 60015
James A. Blanda Vice President and Controller of Sears
Alston D. Correll Sears Director; Chairman and Chief Executive Officer of
Georgia-Pacific Corp., 133 Peachtree Street, Atlanta,
GA 30303
John H. Costello Senior Executive Vice President and General Manager,
Marketing, of Sears
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James W. Cozad Sears Director; Retired Chairman and Chief Executive
Officer, Whitman Corporation (a diversified consumer
and commercial products company)
Gary L. Crittenden Executive Vice President, Strategy and Business
Development, of Sears
Steven D. Goldstein President, Credit, of Sears and Chairman of Sears
National Bank
Alan J. Lacy Executive Vice President and Chief Financial Officer of
Sears
Michael D. Levin Senior Vice President, General Counsel and Secretary of
Sears
Arthur C. Martinez Sears Director; Chairman and Chief Executive Officer of
Sears
Robert L. Mettler President, Merchandising, of Sears
Michael A. Miles Sears Director; (No current business affiliation)
Richard C. Notebaert Sears Director; Chairman of the Board, President and
Chief Executive Officer of Ameritech Corporation, 30
South Wacker Drive, Chicago, IL 60606
William G. Pagonis Executive Vice President, Logistics, of Sears
Nancy C. Reynolds Sears Director; Senior Consultant, The Wexler Group, a
unit of Hill and Knowlton, Inc. (a public affairs
consulting firm), 330 Calle Estado, Santa Fe, NM 87510
Clarence B. Rogers, Jr. Sears Director; Chairman and Chief Executive Officer of
Equifax, Inc. (information-based administrative
services), 1600 Peachtree Street, Northwest, Atlanta,
GA 30309
Anthony J. Rucci Executive Vice President, Administration, of Sears
Donald H. Rumsfeld Sears Director; Former Chairman of the Board and Chief
Executive Officer of General Instrument Corporation (a
diversified international company in the electronics
industry)
William L. Salter President, Home Stores, of Sears
Allan B. Stewart President, Stores, of Sears
Dorothy A. Terrell Sears Director; President of SunExpress, Inc.
(operating company of Sun Microsystems, Inc., a leading
supplier of open network computing products and
services) and Corporate Executive Officer of Sun
Microsystems, Inc., 5 Omni Way, Chelmsford, MA 01824
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Jane J. Thompson President, Home Services, of Sears
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Any acquisition of additional shares of Common Stock by Sears as a result
of the discussions described in Item 4 would be funded by working capital of
Sears.
ITEM 4. PURPOSE OF TRANSACTION.
Discussions have commenced among Sears, the Company and certain major
stockholders of the Company with respect to the acquisition by Sears of all of
the outstanding Common Stock it does not currently own. There are currently no
agreements with respect to the terms of any such transaction, although pursuant
to a letter dated December 4, 1996, attached hereto as Exhibit 9, Sears has
formally notified the Company of its desire to acquire all of the outstanding
Common Stock. There can be no assurance, however, that any such transaction
will occur, or as to the terms of any such transaction.
Under the terms of the Stock Purchase Agreement between Sears and the
Company dated as of December 29, 1994 and previously filed as Exhibit 6 to this
statement (the "Stock Purchase Agreement"), neither Sears nor any of its
affiliates (with certain limited exceptions) may acquire shares of Common Stock
if such acquisition would increase the combined ownership of Sears and its
affiliates to more than 64.93% of the outstanding Common Stock, unless such
acquisition is approved by a majority of the Company's directors who are not
affiliated with Sears, provided, however, that Sears or an affiliate could make
a tender offer for all of the outstanding Common Stock.
If no agreement results from the current discussions, Sears will
continue to evaluate its investment in the Company in light of its business, the
Company's business operations and prospects, the market for the Common Stock,
general stock market and economic conditions and other factors deemed relevant
and may determine to acquire additional shares of Common Stock, in open market
or privately negotiated purchases or otherwise, subject to applicable provisions
of the Stock Purchase Agreement (including the approval of a majority of the
Company's directors as discussed above), or to dispose of some or all of its
Common Stock in one or more public or private transactions. Except as described
herein, Sears does not have any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j)
inclusive of Item 4 of Schedule 13D. Subject to its continuing review of its
business and the business of the Company, and the other factors noted above,
however, Sears may in the future take one or more actions which could relate to,
or result in, one or more of such matters.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER
With the exception of the transactions and documents referred to herein,
there exist no contracts, arrangements, understandings or relationships with
respect to securities of the Company involving Sears or its directors or
executive officers.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 9. Letter to the Company from Sears dated December 4, 1996.
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.
Date: December 5, 1996 /s/ Gary L. Crittenden
---------------- --------------------------------
Signature
Gary L. Crittenden
Executive Vice President
Sears, Roebuck and Co.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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[LETTERHEAD OF SEARS, ROEBUCK AND CO.] EXHIBIT 9
December 4, 1996
Board of Directors
MaxServ, Inc.
8317 Cross Park Drive
Austin, Texas 78754
Gentlemen:
Sears, Roebuck and Co. ("Sears"), through a wholly-owned subsidiary, is
interested in pursuing a transaction in which Sears would acquire all
outstanding shares of common stock (the "Shares") of MaxServ, Inc. ("MaxServ")
that Sears does not currently own, as well as all outstanding warrants to
acquire common stock of MaxServ (the "Warrants").
In light of the presence of designees of Sears on the Board of Directors of
MaxServ, Sears requests that you appoint a committee of the MaxServ Board of
Directors (the "Special Committee") with which Sears can commence negotiations
for such an acquisition. Once the Special Committee is appointed, Sears
anticipates working with the Special Committee to establish a mutually
acceptable price for the Shares and Warrants, and other essential terms.
Once you have notified us that you have appointed the Special Committee, we
would like to immediately proceed with negotiations. We look forward to working
with the Special Committee to accomplish a successful transaction for the
shareholders of MaxServ.
Sincerely,
SEARS, ROEBUCK AND CO.
By: _____________________________
Jane J. Thompson
President, Home Services
