<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 7)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)
MAXSERV, INC.
(NAME OF SUBJECT COMPANY)
SEARS, ROEBUCK AND CO.
MAX ACQUISITION DELAWARE INC.*
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
005779171
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
MICHAEL D. LEVIN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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 ON BEHALF OF BIDDERS)
----------------
COPY TO:
MARK D. GERSTEIN, ESQ.
LATHAM & WATKINS
SEARS TOWER, SUITE 5800
233 SOUTH WACKER DRIVE
CHICAGO, IL 60606-6401
(312) 876-7700
- --------
* On March 18, 1997, Max Acquisition Delaware Inc. merged with and into
MaxServ, Inc. and, as a result of such merger, ceased to exist as a separate
entity.
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<PAGE>
SCHEDULE 14D-1
Page 2 of 5 Pages
CUSIP NO. 005779171
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1 NAME OF REPORTING PERSONS: SEARS, ROEBUCK AND CO.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-1750680
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(A)[_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F):
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
NEW YORK
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,742,016/1,000*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
[_]
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9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7):
98.1%/100%*
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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* After giving effect to the merger described in Item 10(f) of the Schedule
14D-1, as amended herein, the 10,742,016 shares of MaxServ, Inc. acquired
pursuant to the offer were canceled and all 1,000 shares of Max Acquisition
Delaware Inc. were converted into 1,000 shares of MaxServ, Inc.
2
<PAGE>
SCHEDULE 14D-1
Page 3 of 5 Pages
CUSIP NO. 005779171
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1 NAME OF REPORTING PERSONS: MAX ACQUISITION DELAWARE INC.*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-4141693
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(A)[_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F):
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,742,016/0**
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
[_]
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9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7):
98.1%/0%**
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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* On March 18, 1997, Max Acquisition Delaware Inc. merged with and into
MaxServ, Inc. and, as a result of such merger, ceased to exist as a separate
entity.
** After giving effect to the merger described in Item 10(f) of the Schedule
14D-1, as amended herein, the 10,742,016 shares of MaxServ, Inc. acquired
pursuant to the offer were canceled and all 1,000 shares of Max Acquisition
Delaware Inc. were converted into 1,000 shares of MaxServ, Inc.
3
<PAGE>
Sears, Roebuck and Co. and Max Acquisition Delaware Inc.* hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-
1"), originally filed with the Securities and Exchange Commission on February
4, 1997, with respect to the offer to purchase any and all outstanding shares
of common stock, par value $.01 per share, of MaxServ, Inc., at a price of
$7.75 per share upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 4, 1997, as amended and supplemented by the
Supplement thereto, dated March 3, 1997, and in the revised Letter of
Transmittal. This Amendment No. 7 to the Schedule 14D-1 also constitutes the
Amendment No. 14 to the Statement on Schedule 13D of Parent and Purchaser. The
item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1. Capitalized terms not defined herein have the
meaning ascribed to them in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented to add the
following information:
On March 18, 1997, Parent transferred its 7,033,333 Shares to Purchaser.
After giving effect to such transfer and the approximately 3,708,683 Shares
accepted for purchase pursuant to the Offer on March 17, 1997 (including
approximately 141,291 Shares subject to guarantees of delivery), Purchaser
owned 10,742,016 Shares, representing approximately 98.1% of all Shares issued
and outstanding as of March 18, 1997.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented to add the
following information:
On March 18, 1997, Parent transferred its 7,033,333 Shares to Purchaser
pursuant to a Stock Transfer Agreement, dated as of March 17, 1997, by and
between Parent and Purchaser, a copy of which is attached hereto as exhibit
(c)(3) and incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) of the Schedule 14D-1 is hereby amended and supplemented to add
the following information:
The parties in the case of Gordon v. Bayless, et al., Civil Action No.
15503, filed in the Court of Chancery of the State of Delaware in and for New
Castle County on January 31, 1997, entered into a Memorandum of Understanding
on March 10, 1997 setting forth the principal terms of a proposed settlement
of the pending putative class action lawsuit in the case.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented to add
the following information:
On March 18, 1997, Purchaser filed a Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware merging Purchaser with
and into MaxServ, Inc. pursuant to the Agreement and Plan of Merger,
previously attached as exhibit (c)(1) to the Schedule 14D-1 and incorporated
herein by reference, and in accordance with Section 253 of the General
Corporation Law of the State of Delaware. As a result of such merger, MaxServ,
Inc., as the surviving corporation in the merger, became a wholly owned
subsidiary of Parent and the separate corporate existence of Purchaser ceased.
On March 19, 1997, Parent issued a press release, a copy of which is
included as exhibit (g)(6) hereto and the information contained therein is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add the
following exhibits:
(c)(3) Stock Transfer Agreement dated March 17, 1997, by and between Parent
and Purchaser.
(g)(6) Text of Press Release issued by Parent, dated March 19, 1997.
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* On March 18, 1997, Max Acquisition Delaware Inc. merged with and into
MaxServ, Inc. and, as a result of such merger, ceased to exist as a
separate entity.
4
<PAGE>
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.
Dated: March 19, 1997 Max Acquisition Delaware Inc.*
Sears, Roebuck and Co.
/s/ Michael D. Levin
By: _________________________________
Name: Michael D. Levin
Title: Senior Vice President,
General Counsel and Secretary
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* On March 18, 1997, Max Acquisition Delaware Inc. merged with and into
MaxServ, Inc. and, as a result of such merger, ceased to exist as a
separate entity.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
Stock Transfer Agreement dated March 17, 1997, by and between
(c)(3) Parent and Purchaser.
(g)(6) Text of Press Release issued by Parent, dated March 19, 1997.
</TABLE>
<PAGE>
EXHIBIT (c)(3)
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (hereinafter called this "Agreement") is
executed as of this 17th day of March, 1997 by and between Sears, Roebuck and
Co., a New York corporation ("Parent"), and Max Acquisition Delaware Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Subsidiary").
WHEREAS, Parent owns 7,033,333 shares (the "Shares") of common stock, par
value $.01 per share, of MaxServ, Inc. ("MaxServ");
WHEREAS, Parent desires to transfer the Shares to Subsidiary and Subsidiary
desires to accept the transfer of such Shares;
NOW, THEREFORE, in consideration of the representations, warranties and
agreements herein contained, and subject to the terms and conditions herein
contained, and for other good and valuable consideration, the parties hereto
agree as follows:
1. Parent shall deliver any and all certificates representing the Shares
to Subsidiary and, as to each certificate, shall execute a stock power in the
name of Subsidiary or shall otherwise properly endorse such certificates to
Subsidiary. Parent shall further cause the Shares to be transferred on the
books of MaxServ from its name to the name of Subsidiary.
2. Within three (3) days of the date hereof, Subsidiary, through its Board
of Directors, shall adopt resolutions substantially in the form of Exhibit A
attached hereto and incorporated herein by reference and shall cause to be filed
with the Secretary of State of Delaware a Certificate of Ownership and Merger,
effectuating the merger of Subsidiary with and into MaxServ, substantially in
the form of Exhibit B attached hereto and incorporated herein by reference.
3. Subsidiary shall not (a) offer to sell, sell, pledge or otherwise
dispose of or transfer (except by operation of law in a merger or business
combination of MaxServ with or into any other entity or entities, including the
merger of Subsidiary with and into MaxServ) any interest in or encumber with any
lien, claims, security interests or other encumbrances any of the Shares or (b)
deposit the Shares into a voting trust, enter into a voting agreement or
arrangement with respect to the Shares or grant any proxy or power of attorney
with respect to the Shares.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.
SEARS, ROEBUCK AND CO.
By: /s/ Pamela R. Schneider
---------------------------
Name: Pamela R. Schneider
Title: Vice President - Law
MAX ACQUISITION DELAWARE INC.
By: /s/ John T. Pigott
---------------------------
Name: John T. Pigott
Title: Vice President and Treasurer
<PAGE>
EXHIBIT A
WHEREAS, Max Acquisition Delaware Inc. (the "Company") owns at least ninety
percent (90%) of the outstanding shares (the "Shares") of common stock, par
value $.01 per share (the "MaxServ Common Stock"), of MaxServ, Inc., a Delaware
corporation ("MaxServ"), which is the only class of capital stock of MaxServ
outstanding.
WHEREAS, the Board has deemed it advisable that the Company be merged with
and into MaxServ pursuant to the provisions of Section 253 of the General
Corporation Law of the State of Delaware (the "DGCL").
NOW, THEREFORE, BE IT RESOLVED, that, effective upon the filing of an
appropriate Certificate of Ownership and Merger setting forth these resolutions
with the Secretary of State of the State of Delaware, the Company be merged with
and into MaxServ (the "Merger") and that all of the Company's property, rights,
privileges and other assets be transferred to, and all of its obligations and
liabilities be assumed by, MaxServ;
RESOLVED FURTHER, that MaxServ shall be the surviving corporation in the
Merger (the "Surviving Corporation");
RESOLVED FURTHER, that the terms and conditions of the Merger are as
follows:
(a) Upon the Merger becoming effective, each issued and outstanding
Share held of record by stockholders (other than Shares owned by the
Company, Shares held in the treasury of MaxServ and Shares held by
stockholders who properly exercise their appraisal rights under
Section 262 of the DGCL) immediately prior to the effective time of
the Merger (the "Effective Time") shall be converted into and
represent the right to receive, without interest, an amount in cash
equal to $7.75 (the "Merger Consideration") upon surrender to First
Chicago Trust Company of New York, as paying agent, of the certificate
or certificates formerly representing such Shares. As of the
Effective Time, all such Shares shall no longer be outstanding, shall
be automatically canceled and shall cease to exist, and each holder of
a certificate or certificates which prior to the Effective Time
represented any such Shares shall thereafter cease to have any rights
with respect to such Shares, except the right to receive the Merger
Consideration without interest for such Shares upon surrender of such
certificate or certificates;
(b) Each Share issued and outstanding immediately prior to the
Effective Time and owned by the Company, and each Share held in
MaxServ's treasury immediately prior to the Effective Time, shall no
longer be outstanding, shall be canceled without payment of any
consideration therefor and shall cease to exist, and each holder of a
certificate representing any such Shares shall thereafter cease to
have any rights with respect to such Shares;
<PAGE>
(c) Each share of common stock, par value $.01 per share, of the
Company issued and outstanding immediately prior to the Effective Time
(the "Max Acquisition Common Stock") shall be converted into and
become one fully-paid and non-assessable share of common stock, par
value $.01 per share, of the Surviving Corporation, a certificate for
which shares shall be issued to Sears, Roebuck and Co., a New York
corporation ("Parent"), as sole stockholder of the Company, upon
surrender to First Chicago Trust Company of New York of such
stockholder's certificate formerly representing Max Acquisition Common
Stock;
RESOLVED FURTHER, that the Merger and the foregoing resolutions be
submitted to Parent, as sole stockholder of the Company, and that, upon
receiving the unanimous written consent of such stockholder, the Merger shall
be, and hereby is, approved;
RESOLVED FURTHER, that the Merger shall become effective at the time
specified in a Certificate of Ownership and Merger which shall set forth the
above resolutions and be filed with the Secretary of State of the State of
Delaware;
RESOLVED FURTHER, that the Surviving Corporation shall notify each
stockholder of record of MaxServ immediately prior to the Effective Time, within
ten days after the effective date of the Merger, that the Merger has become
effective;
RESOLVED FURTHER, that the President or any Vice President of the Company
be, and each hereby is, authorized and directed to make and execute, and the
Secretary or any Assistant Secretary be and each hereby is authorized to attest,
a Certificate of Ownership and Merger setting forth a copy of these resolutions
for the purpose of effecting the Merger and setting forth the date of adoption
hereof, and to cause the same to be filed with the Secretary of State of the
State of Delaware and to do all acts and things, whatsoever, whether within or
without the State of Delaware, which may be in any way necessary or appropriate
to carry out and effectuate the purpose and intent of the resolutions relating
to the Merger;
RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby is, authorized and directed to take any further action and execute any
such document as may be deemed necessary or advisable in order to carry out the
purpose and intent of the foregoing resolutions; and
RESOLVED FURTHER, that all actions heretofore taken to date, and any and
all things heretofore done by any officer or director of the Company in
furtherance of and consistent with the matters authorized by the foregoing
resolutions, are hereby in all respects authorized, approved, ratified and
confirmed.
<PAGE>
EXHIBIT B
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
MAX ACQUISITION DELAWARE INC.
WITH AND INTO
MAXSERV, INC.
(Under Section 253 of the General
Corporation Law of the State of Delaware)
Max Acquisition Delaware Inc., a Delaware corporation, hereby certifies
that:
1. The name and state of incorporation of each of the constituent
corporations is as follows:
(a) Max Acquisition Delaware Inc., a Delaware corporation ("Max
Acquisition"); and
(b) MaxServ, Inc., a Delaware corporation ("MaxServ").
2. Max Acquisition owns at least 90% of the outstanding shares of Common
Stock, par value $.01 per share, of MaxServ, and MaxServ has no other class of
capital stock outstanding.
3. The Board of Directors of Max Acquisition (the "Board"), by resolutions
duly adopted by the unanimous written consent of the members thereof and filed
with the minutes of the Board pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware on March __, 1997, a true copy of which
is attached hereto as Exhibit A and incorporated herein by reference, determined
to and, effective upon the filing of this Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware, does merge Max Acquisition
with and into MaxServ pursuant to Section 253 of the General Corporation Law of
the State of Delaware (the "Merger").
4. The name of the surviving corporation (the "Surviving Corporation")
shall be, and hereby is, MaxServ, Inc.
5. The Certificate of Incorporation of MaxServ in effect immediately prior
to the Merger shall be the Certificate of Incorporation of the Surviving
Corporation.
<PAGE>
6. The Merger has been approved by Sears, Roebuck and Co., a New York
corporation, as sole stockholder of Max Acquisition, by unanimous written
consent in lieu of a meeting in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Max Acquistion has caused this certificate to be signed
as of the ____ day of March, 1997.
MAX ACQUISITION DELAWARE INC.
By:_______________________________
Name: John T. Pigott
Office: Vice President and Treasurer
<PAGE>
EXHIBIT A
WHEREAS, Max Acquisition Delaware Inc. (the "Company") owns at least ninety
percent (90%) of the outstanding shares (the "Shares") of common stock, par
value $.01 per share (the "MaxServ Common Stock"), of MaxServ, Inc., a Delaware
corporation ("MaxServ"), which is the only class of capital stock of MaxServ
outstanding.
WHEREAS, the Board has deemed it advisable that the Company be merged with
and into MaxServ pursuant to the provisions of Section 253 of the General
Corporation Law of the State of Delaware (the "DGCL").
NOW, THEREFORE, BE IT RESOLVED, that, effective upon the filing of an
appropriate Certificate of Ownership and Merger setting forth these resolutions
with the Secretary of State of the State of Delaware, the Company be merged with
and into MaxServ (the "Merger") and that all of the Company's property, rights,
privileges and other assets be transferred to, and all of its obligations and
liabilities be assumed by, MaxServ;
RESOLVED FURTHER, that MaxServ shall be the surviving corporation in the
Merger (the "Surviving Corporation");
RESOLVED FURTHER, that the terms and conditions of the Merger are as
follows:
(a) Upon the Merger becoming effective, each issued and outstanding
Share held of record by stockholders (other than Shares owned by the
Company, Shares held in the treasury of MaxServ and Shares held by
stockholders who properly exercise their appraisal rights under
Section 262 of the DGCL) immediately prior to the effective time of
the Merger (the "Effective Time") shall be converted into and
represent the right to receive, without interest, an amount in cash
equal to $7.75 (the "Merger Consideration") upon surrender to First
Chicago Trust Company of New York, as paying agent, of the certificate
or certificates formerly representing such Shares. As of the
Effective Time, all such Shares shall no longer be outstanding, shall
be automatically canceled and shall cease to exist, and each holder of
a certificate or certificates which prior to the Effective Time
represented any such Shares shall thereafter cease to have any rights
with respect to such Shares, except the right to receive the Merger
Consideration without interest for such Shares upon surrender of such
certificate or certificates;
(b) Each Share issued and outstanding immediately prior to the
Effective Time and owned by the Company, and each Share held in
MaxServ's treasury immediately prior to the Effective Time, shall no
longer be outstanding, shall be canceled without payment of any
consideration therefor and shall cease to exist, and each holder of a
certificate representing any such Shares shall thereafter cease to
have any rights with respect to such Shares;
<PAGE>
(c) Each share of common stock, par value $.01 per share, of the
Company issued and outstanding immediately prior to the Effective Time
(the "Max Acquisition Common Stock") shall be converted into and
become one fully-paid and non-assessable share of common stock, par
value $.01 per share, of the Surviving Corporation, a certificate for
which shares shall be issued to Sears, Roebuck and Co., a New York
corporation ("Parent"), as sole stockholder of the Company, upon
surrender to First Chicago Trust Company of New York of such
stockholder's certificate formerly representing Max Acquisition Common
Stock;
RESOLVED FURTHER, that the Merger and the foregoing resolutions be
submitted to Parent, as sole stockholder of the Company, and that, upon
receiving the unanimous written consent of such stockholder, the Merger shall
be, and hereby is, approved;
RESOLVED FURTHER, that the Merger shall become effective at the time
specified in a Certificate of Ownership and Merger which shall set forth the
above resolutions and be filed with the Secretary of State of the State of
Delaware;
RESOLVED FURTHER, that the Surviving Corporation shall notify each
stockholder of record of MaxServ immediately prior to the Effective Time, within
ten days after the effective date of the Merger, that the Merger has become
effective;
RESOLVED FURTHER, that the President or any Vice President of the Company
be, and each hereby is, authorized and directed to make and execute, and the
Secretary or any Assistant Secretary be and each hereby is authorized to attest,
a Certificate of Ownership and Merger setting forth a copy of these resolutions
for the purpose of effecting the Merger and setting forth the date of adoption
hereof, and to cause the same to be filed with the Secretary of State of the
State of Delaware and to do all acts and things, whatsoever, whether within or
without the State of Delaware, which may be in any way necessary or appropriate
to carry out and effectuate the purpose and intent of the resolutions relating
to the Merger;
RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby is, authorized and directed to take any further action and execute any
such document as may be deemed necessary or advisable in order to carry out the
purpose and intent of the foregoing resolutions; and
RESOLVED FURTHER, that all actions heretofore taken to date, and any and
all things heretofore done by any officer or director of the Company in
furtherance of and consistent with the matters authorized by the foregoing
resolutions, are hereby in all respects authorized, approved, ratified and
confirmed.
<PAGE>
EXHIBIT (g)(6)
FOR IMMEDIATE RELEASE
---------------------
March 19, 1997
MEDIA CONTACT
- -------------
Tom Nicholson
Sears, Roebuck and Co.
(847) 286-5231
SEARS, ROEBUCK AND CO. ANNOUNCES MERGER OF SUBSIDIARY WITH AND
INTO MAXSERV, INC.
Hoffman Estates, Illinois - Sears, Roebuck and Co. [NYSE: S] today
announced that it has acquired all shares of common stock of MaxServ, Inc.
[Nasdaq SmallCap: MXSV] not tendered and purchased pursuant to the terms and
conditions of the Offer to Purchase, dated February 4, 1997, as amended and
supplemented by the Supplement thereto, dated March 3, 1997, through the merger
of its wholly owned subsidiary, Max Acquisition Delaware Inc., with and into
MaxServ at a price of $7.75 per share. The merger became effective as of March
18, 1997. As a result of the merger, MaxServ is now a wholly owned subsidiary of
Sears.
Pursuant to the terms and conditions of the Offer to Purchase and the
Supplement, each issued and outstanding MaxServ share held by shareholders of
record immediately prior to the effective time of the merger (other than shares
held in MaxServ's treasury or shares held by Sears affiliates) has been
converted in the merger into the right to receive $7.75 in cash. Shares held in
MaxServ's treasury and shares held by Sears affiliates have been canceled and
cease to exist as a result of the merger. Holders of MaxServ shares who did not
tender all such shares pursuant to the offer will receive information from
MaxServ setting forth the procedures to be followed in order to either exercise
appraisal rights or receive the merger consideration of $7.75 per share.
Sears, Roebuck and Co. is a leading U.S. retailer of apparel, home and
automotive products, and home services, with annual revenues of more than $38
billion. Sears has been a customer of MaxServ since 1983 and accounts for more
than 93% of MaxServ's revenues. MaxServ provides information services for Sears
customers and for the repair and servicing of appliances and electronics for
Sears Home Services technicians.
