SEARS ROEBUCK & CO
SC 13E3/A, 1997-03-17
DEPARTMENT STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 13E-3
                        RULE 13E-3 TRANSACTION STATEMENT
       (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
                                
                             (AMENDMENT NO. 6)     
 
                                 MAXSERV, INC.
                              (NAME OF THE ISSUER)
 
                             SEARS, ROEBUCK AND CO.
                         MAX ACQUISITION DELAWARE INC.
                     (NAME OF THE PERSONS FILING STATEMENT)
 
                     COMMON STOCK $.01 PAR VALUE 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 PERSONS FILING STATEMENT)
 
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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 Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3"), 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. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 13E-3. Capitalized terms not
defined herein have the meaning ascribed to them in the Schedule 13E-3.     
       
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
   
  Item 10 of the Schedule 13E-3 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 17. MATERIAL TO BE FILED AS EXHIBITS.
   
  Item 17 of the Schedule 13E-3 is hereby amended and supplemented to add the
following exhibit:     
          
  (g)(5) Text of Press Release issued by Parent, dated March 17, 1997
(previously filed as exhibit (g)(5) to the Schedule 14D-1 and incorporated
herein by reference).     
 
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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
 
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<CAPTION>
 EXHIBIT
 NUMBER                           DESCRIPTION
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 <C>     <S>
 (g)(5)  Text of Press Release issued by Parent, dated March 17, 1997
         (previously filed as exhibit (g)(5) to the Schedule 14D-1 and
         incorporated herein by reference).
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