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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. 6)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 13)
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)
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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)
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COPY TO:
MARK D. GERSTEIN, ESQ.
LATHAM & WATKINS
SEARS TOWER, SUITE 5800
233 SOUTH WACKER DRIVE
CHICAGO, IL 60606-6401
(312) 876-7700
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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. 6 to the Schedule 14D-1 also constitutes the
Amendment No. 13 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 17, 1997, Parent issued a press release, a copy of which is
included as exhibit (g)(5) 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 exhibit:
(g)(5) Text of Press Release issued by Parent, dated March 17, 1997.
2
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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.
Max Acquisition Delaware Inc.
Dated: March 17, 1997
/s/ John T. Pigott
By: _________________________________
Name: John T. Pigott
Title: Vice President and
Treasurer
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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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
(g)(5) Text of Press Release issued by Parent, dated March 17, 1997.
</TABLE>
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EXHIBIT (g)(5)
CONTACT:
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Tom Nicholson
847/286-5231
FOR IMMEDIATE RELEASE
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March 17, 1997
SEARS, ROEBUCK AND CO. COMPLETES OFFER FOR MAXSERV, INC.
Sears, Roebuck and Co. (NYSE:S) today announced that its wholly owned
subsidiary, Max Acquisition Delaware Inc., has accepted for payment and
purchased all shares of MaxServ, Inc. (NASDAQ SmallCap Market: MXSV) common
stock tendered pursuant to the tender offer for MaxServ. The tender offer
expired at midnight, Eastern time, Friday, March 14, 1997.
Approximately 3.7 million shares were tendered in the offer, which together
with the 7,033,333 shares previously owned by Sears represents approximately 98
percent of the outstanding shares of MaxServ common stock. The value of the
transaction is approximately $39.3 million, including all warrants and options.
Sears, Roebuck and Co. is a leading U.S. retail and service company with
annual revenues in excess of $38 billion. Sears has been a customer of MaxServ
since 1983 and accounts for more than 93 percent 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.
