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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. 9)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
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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* 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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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. 9 to the Schedule 14D-1, constituting the
Final Amendment to the Schedule 14D-1 pursuant to Instruction D to Schedule
14D-1, also constitutes the Amendment No. 16 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 Amendment No. 8 to the Schedule 14D-1 is hereby amended in its
entirety to read as follows:
The Offer expired at midnight, New York City time, on March 14, 1997. On
March 21, 1997, payment was made for 128,791 Shares that were tendered
pursuant to the Offer and thereafter accepted for purchase on March 17, 1997,
but which had been subject to guarantees of delivery. At the completion of the
Offer, a total of 3,696,183 Shares were tendered and purchased. As a result of
Purchaser's acquisition of such Shares and after giving effect to the
previously disclosed transfer of an additional 7,033,333 Shares from Parent to
Purchaser on March 18, 1997, Purchaser owned an aggregate of 10,729,516 Shares
immediately prior to the effective time of the merger of Purchaser with and
into MaxServ, Inc., which merger became effective as of March 18, 1997. All
Shares owned by Purchaser immediately prior to the effective time of the
merger were canceled in the merger.
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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.
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.
Dated: April 1, 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.
