UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
SEAMAN FURNITURE COMPANY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
812163-30-1
(CUSIP Number)
JEFFREY B. COBB, ESQ.
CUMMINGS & LOCKWOOD
FOUR STAMFORD PLAZA
STAMFORD, CONNECTICUT 06902
(203) 351-4459
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 28, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D/A, and is filing this Schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Page 1 of 11 pages
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 2 OF 11 PAGES
----------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments, L.P.
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 613,762 shares**
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 613,762 shares**
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,762 shares**
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares reported herein as beneficially owned by other
reporting persons. Also includes warrants. See Item 5.
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 3 OF 11 PAGES
----------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 835,660 shares**
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 835,660 shares**
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,660 shares**
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares reported herein as beneficially owned by other
reporting persons. Also includes warrants. See Item 5.
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 4 OF 11 PAGES
----------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 916,273 shares**
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
916,273 shares**
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,273 shares**
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares reported herein as beneficially owned by other
reporting persons. Also includes warrants. See Item 5.
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 5 OF 11 PAGES
----------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 916,273 shares**
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
916,273 shares**
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,273 shares**
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares reported herein as beneficially owned by other
reporting persons. Also includes warrants. See Item 5.
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 6 OF 11 PAGES
----------- -- --
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin J. Whitman
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 916,273 shares**
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
916,273 shares**
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,273 shares**
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares reported herein as beneficially owned by other
reporting persons. Also includes warrants. See Item 5.
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 7 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to Schedule 13D relates to the Common Stock,
par value $.01 per share (the "Common Stock"), issued by Seaman Furniture
Company, Inc., a Delaware corporation (the "Company"). The principal
executive office of the Company is located at 300 Crossways Park Drive,
Woodbury, New York 11797.
This Amendment to Schedule 13D is being filed pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the "Exchange Act"). This
Amendment further amends (and restates in full) a Schedule 13D, dated April
22, 1993, as previously amended by Amendment No. 1, dated January 4, 1994,
and Amendment No. 2, dated May 18, 1994.
On or about April 13, 1993, a registration statement under
Section 12(g) of the Exchange Act became effective with respect to the
Common Stock. On or about May 14, 1996, the Company became subject to the
EDGAR filing requirements of the Securities and Exchange Commission (the
"SEC").
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Amendment to Schedule 13D are (i)
Carl Marks Strategic Investments, L.P., a Delaware limited partnership
(the "Partnership"); (ii) Carl Marks Management Company, L.P., a Delaware
limited partnership and the sole general partner of the Partnership (the
"General Partner"); and (iii) Messrs. Andrew M. Boas, Robert C. Ruocco and
Martin J. Whitman, the three general partners of the General Partner (the
Partnership, the General Partner and Messrs. Boas, Ruocco and Whitman
being sometimes referred to herein collectively as the "Reporting
Persons").
This Schedule reports the direct beneficial ownership of the
Common Stock by (i) the Partnership; (ii) Carl Marks Strategic Investments
II, L.P., a Delaware limited partnership ("Partnership II" and together
with the Partnership, the "Partnerships"); (iii) an offshore investment
company, Carl Marks Strategic Offshore Fund I, Ltd., a British Virgin
Islands corporation (the "Fund"); and (iv) a managed institutional
advisory account (the "Account"). The investment manager of the Fund and
of the Account is Carl Marks Offshore Management, Inc., a New York
corporation (the "Manager"). The three individuals who are Reporting
Persons, VIZ. Messrs. Boas, Ruocco and Whitman, are executive officers of
the Manager and share responsibility for investment decisions made by the
Manager for the Fund and the Account. Certain of the shares of Common
Stock owned by such parties were acquired pursuant to the terms of the
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 8 OF 11 PAGES
First Amended Joint Plan of Reorganization of the Company under Chapter 11
of the Bankruptcy Code, which was confirmed by the U.S. Bankruptcy Court
on October 1, 1992, and became effective on October 13, 1992.
(b) The principal business of each of the Partnerships, the Fund
and the Account is investment in securities. The principal business of
the General Partner and the Manager is investment management, including
the management of the Partnerships, and the Fund and the Account,
respectively. The business address of each of the Partnerships and the
General Partner and the Manager is c/o Carl Marks & Co., Inc., 135 East
57th Street, New York, New York 10022.
The principal business of each of Messrs. Boas and Ruocco is acting
as general partner of the General Partner and as executive officers of the
Manager. In addition to serving as a general partner of the General Partner,
Mr. Boas is a Vice President of Carl Marks & Co., Inc., which through
affiliates is engaged in a broad variety of investment activities,
including securities trading, money management, venture capital, real
estate investing, corporate merchant banking and workout activities.
The business address of Messrs. Boas and Ruocco is 135 East 57th Street,
New York, New York 10022.
The principal business of Mr. Whitman is acting as Chairman and
Chief Executive Officer of M.J. Whitman Holding Corp. and of its
subsidiaries, M.J. Whitman Advisers, Inc., a registered investment
adviser, and M.J. Whitman, Inc., a registered broker-dealer. Mr. Whitman
is also President and Chief Executive Officer of Third Avenue Value Fund,
Inc., an open-end, non-diversified, registered investment company, and of
its investment adviser, EQSF Advisers, Inc., a registered investment
advisory firm. The business address of Mr. Whitman is 767 Third Avenue,
New York, New York 10017.
(c) During the last five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(d) During the last five years, none of the Reporting Persons
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(e) Messrs. Boas, Ruocco and Whitman are citizens of the United
States of America.
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 9 OF 11 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The total amount of funds or other consideration utilized by
Partnerships, the Fund and the Account to acquire the 83,000 shares of
Common Stock reported herein was $1,533,377 in cash, the source of which
was their respective investment capital.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Partnership owned beneficially
613,762 shares of Common Stock, constituting approximately 13.5% of the
4,537,041 shares of outstanding Common Stock. In its capacity as general
partner of the Partnership, such shares may be deemed also owned
beneficially by the General Partner and, in their capacity as general
partners of the General Partner, by Messrs. Boas, Whitman and Ruocco.
As of the date hereof, Partnership II owned beneficially 221,898
shares of Common Stock, constituting approximately 4.9% of the outstanding
shares. In its capacity as general partner of Partnership II, such shares
may be deemed also owned beneficially by the General Partner and, in their
capacity as general partners of the General Partner, by Messrs. Boas,
Whitman and Ruocco.
As of the date hereof, the Fund owned beneficially 33,813 shares
of Common Stock, constituting approximately 0.75% of the outstanding
shares. In its capacity as investment manager to the Fund, such 33,813
shares may be deemed also owned beneficially by the Manager and, in their
capacity as officers and directors of the Manager, by Messrs. Boas, Ruocco
and Whitman.
As of the date hereof, the Account owned beneficially 46,800
shares of Common Stock, constituting approximately 1.0% of the outstanding
shares, which shares may be deemed also owned beneficially by the Manager
in its capacity as investment manager for the Account and, in their
capacity as executive officers of the Manager, by Messrs. Boas, Ruocco and
Whitman.
By reason of the foregoing (and ownership previously reported in
the original Schedule 13D), as of the date hereof the Reporting Persons
own beneficially the following respective aggregate amounts and
approximate percentages of the outstanding shares of Common Stock: (i) the
Partnership, 613,762 shares (13.5%); (ii) the General Partner, 835,660
shares (8.4%); and (iii) each of Messrs. Boas, Ruocco, and Whitman,
916,273 shares (20.2%).
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 10 OF 11 PAGES
(b) Partnership II and the General Partner, in its capacity as
general partner of Partnership II, may be deemed to have the power to vote
or to dispose of the 221,898 shares of Common Stock owned by Partnership
II.
The Manager, in its capacity as investment manager to the Fund
and the Account, may be deemed to have the power to vote or to dispose of
the 80,613 shares owned in the aggregate by the Fund and the Account.
(c) On May 7, 1996, the Partnership purchased 8,500 shares of
Common Stock in a negotiated transaction at $17.875 per share (net). On
May 10, 1996 the Partnership and Partnership II each purchased 4,000
shares of Common Stock in a negotiated transaction at $18.75 per share
(net). On May 21, 1996, the Manager sold on behalf of certain accounts,
through a marketmaker, a total of 66,500 shares of Common Stock, at $18.50
per share less $1/64. Also on May 21, the Partnerships purchased 63,000
shares of Common Stock and the Account purchased 3,500 shares of Common
Stock, through a marketmaker, at $18.50 per share plus $1/64. All such
transactions were placed by the General Partner on behalf of the
Partnerships and by the Manager on behalf of the Account.
Except as aforesaid, no transactions in the Common Stock were
effected by any of the Reporting Persons within the past sixty (60) days.
<PAGE>
CUSIP NO. 812163-30-1 13D/A PAGE 11 OF 11 PAGES
SIGNATURES
After reasonable 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.
Date: June 14, 1996
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
General Partner
By: /s/Andrew M. Boas
-------------------------------------
Andrew M. Boas, a General Partner
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/Andrew M. Boas
-------------------------------------
Andrew M. Boas, a General Partner
/s/Andrew M. Boas
-------------------------------------
ANDREW M. BOAS
/s/Robert C. Ruocco
-------------------------------------
ROBERT C. RUOCCO
/s/Martin J. Whitman
-------------------------------------
MARTIN J. WHITMAN
