<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
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)
----------------
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)
----------------
COPY TO:
MARK D. GERSTEIN, ESQ.
LATHAM & WATKINS
SEARS TOWER, SUITE 5800
233 SOUTH WACKER DRIVE
CHICAGO, IL 60606-6401
(312) 876-7700
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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"), filed with the Securities and Exchange Commission on
February 4, 1997, with respect to the offer to purchase any and all of the
shares of Common Stock, par value $.01 per share, of MaxServ, Inc., at a price
of $7.00 per share upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related 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 16. ADDITIONAL INFORMATION.
Item 16 of the Schedule 13E-3 is hereby amended to add the following
information:
On February 6, 1997, Parent learned that on January 31, 1997, a complaint
was filed against Mr. Charles F. Bayless, President and Chief Executive
Officer of the Company, certain members of the MaxServ Board designated by
Parent and Parent itself in the Court of Chancery of the State of Delaware in
and for New Castle County. The action is styled Gordon v. Bayless, et al,
Civil Action No. 15503. The complaint purports to be a class action on behalf
of the Company's shareholders and seeks, among other things, to enjoin the
proposed transaction whereby Parent has offered to acquire any and all
outstanding shares of the Company. Plaintiff alleges that the current offer by
Parent is unfair and inadequate and that defendants are violating their
fiduciary duties to the Company's shareholders. As of February 7, 1997, to the
best knowledge of Parent and Purchaser, no motion for injunctive relief had
been filed in connection with this action.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended to add the following
exhibit:
<TABLE>
<C> <S>
(g)(3) Complaint in Gordon v. Bayless, et al, C.A. No. 15503 (Del. Ch. filed
January 31, 1997) (previously filed as exhibit (g)(3) to the Schedule
14D-1 and incorporated herein by reference).
</TABLE>
2
<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.
Max Acquisition Delaware Inc.
Dated: February 7, 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
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
(g)(3) Complaint in Gordon v. Bayless, et al, C.A. No. 15503 (Del Ch. filed January 31,
1997) (previously filed as exhibit (g)(3) to the Schedule 14D-1 and incorporated
herein by reference).
</TABLE>
