UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Seaman Furniture Company, Inc.
---------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
---------------------------------------
(Title of Class of Securities)
812163103
---------------------------------------
(CUSIP Number)
Fred M. Stone, Esq., M.D. Sass Associates, Inc.
1185 Avenue of the Americas, New York, NY 10036
---------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 25, 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, 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103 Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Re/Enterprise Partners, L.P.
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
1,360,865 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
1,360,865 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,360,865 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
14 TYPE OF REPORTING PERSON *
PN
(1) Voting and dispositive power is exercised through its managing general
partner, M.D. Sass Associates, Inc.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc.
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
1,360,865 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
1,360,865 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,360,865 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.99%
14 TYPE OF REPORTING PERSON *
CO
(1) Voting and dispositive power is exercised solely in its capacity as managing
general partner of M.D. Sass Re/Enterprise Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Parallax Partners, L.P.
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
34,916 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
34,916 (1)
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,916 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.77%
14 TYPE OF REPORTING PERSON *
PN
(1) Voting and dispositive power is exercised through its sole general partner,
M.D. Sass GPU Inc.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass GPU Inc.
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
34,916 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
34,916 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,916 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.77%
14 TYPE OF REPORTING PERSON *
CO
(1) Voting and dispositive power is exercised solely in its capacity as sole
general partner of M.D. Sass Parallax Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc. Employees Profit Sharing Plan
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
23,075
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
23,075
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,075
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.51%
14 TYPE OF REPORTING PERSON *
EP
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Re/Enterprise International, Ltd.
Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola,
British Virgin Islands
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
157,231 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
157,231 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,231 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.47%
14 TYPE OF REPORTING PERSON *
CO
(1) Voting and dispositive power is exercised through its investment advisor,
M.D. Sass Management, Inc.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Management, Inc.
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
157,231 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
157,231 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,231 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.47%
14 TYPE OF REPORTING PERSON *
CO
(1) Voting and dispositive power is exercised solely in its capacity as
investment manager of M.D. Sass Re/Enterprise International, Inc.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.B. Rubin Defined Contribution Plan
M.D. Sass Associates, Inc., 1185 Avenue of the Americas, New York, New York
10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
1,450 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
1,450 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
14 TYPE OF REPORTING PERSON *
00
(1) Voting and dispositive power is exercised through its trustee, James B.
Rubin.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Renaissance Group, Inc.
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
148,824 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
148,824 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,824 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.28%
14 TYPE OF REPORTING PERSON *
CO
(1) Voting and dispositive power is exercised through its investment manager,
M.D. Sass Investors Services, Inc.
<PAGE>
SCHEDULE 13D
CUSIP NO. 812163103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Investors Services, Inc.
1185 Avenue of the Americas, New York, New York 10036
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
85,547 (1)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
- 0 -
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
85,547 (1)
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,547 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14 TYPE OF REPORTING PERSON *
CO
(1) Voting and dispositive power is exercised solely in its capacity as
investment adviser to Corporate Renaissance Group, Inc.
<PAGE>
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Item 1. Security and Issuer.
This Amendment No. 4 amends the Schedule 13D filed on 13 April 1993 (the
"Schedule 13D Report") by T. Rowe Price Recovery Fund, L.P., a Delaware limited
partnership ("Recovery Fund"), T. Rowe Price Recovery Fund Associates, Inc., a
Maryland corporation ("Recovery Associates"), M.D. Sass Re/Enterprise Partners,
L.P., a Delaware limited partnership ("Re/Enterprise Partners"), M.D. Sass
Associates, Inc., a Delaware corporation ("Sass Associates"), M.D. Sass Parallax
Partners, L.P., a Delaware limited partnership ("Parallax Partners"), M.D. Sass
GPU Inc., a Delaware corporation ("GPU Inc."), and M.D. Sass Associates, Inc.
Employees Profit Sharing Plan, a trust ("SAEPS") as the Reporting Persons named
therein relating to the Common Stock, par value $.01 per share ("Common Stock")
of Seaman Furniture Company, Inc. (the "Issuer"), and Amendment No. 1 to
Schedule 13D filed on March 14, 1994 by Re/Enterprise Partners, Sass Associates,
Parallax Partners, GPU, Inc., SAEPS, M.D. Sass Re/Enterprise International,
Ltd., a British Virgin Islands Corporation ("Re/Enterprise International"), M.D.
Sass Management, Inc., a Delaware corporation ("Sass Management"), and the J.B.
Rubin Defined Contribution Plan, a trust (the "Rubin Plan"), Amendment No. 2 to
Schedule 13D filed on January 12, 1996 by Re/Enterprise Partners, Sass
Associates, Parallax Partners, GPU, Inc., SAEPS, Re/Enterprise International,
Sass Management, M.D. Sass Investors Services, Inc., a Delaware corporation
("Investors"), Corporate Renaissance Group, Inc. ("CREN") and the Rubin Plan,
and Amendment No. 3 to Schedule 13D filed on April 17, 1996 by Re/Enterprise
Partners, Sass Associates, Parallax Partners, GPU, Inc., SAEPS, Re/Enterprise
International, Sass Management, Investors, CREN and the Rubin Plan. Capitalized
terms used herein without specific definition have the respective meanings given
them in the Schedule 13D Report.
Item 2. Identity and Background.
Item 2 of the Schedule 13D Report and Amendment No. 1 and Amendment No. 2
and Amendment No. 3 is amended to read as follows:
(a) This statement is filed by: M.D. Sass Re/Enterprise Partners, L.P., a
Delaware limited partnership ("Re/Enterprise Partners"); M.D. Sass Associates,
Inc., a Delaware corporation ("Sass Associates"); M.D. Sass Parallax Partners,
L.P., a Delaware limited partnership ("Parallax Partners"); M.D. Sass GPU Inc.,
a Delaware corporation ("GPU Inc."); M.D. Sass Associates, Inc. Employees Profit
Sharing Plan, a trust ("SAEPS"); M.D. Sass Re/Enterprise International, Ltd., a
British Virgin Islands Corporation ("Re/Enterprise International"); M.D. Sass
Management, Inc., a Delaware corporation ("Sass Management"); the J.B. Rubin
Defined Contribution Plan, a trust (the "Rubin Plan"); Corporate Renaissance
Group, Inc., a Delaware Corporation ("CREN"); and M.D. Sass Investors Services,
Inc., a Delaware Corporation ("Investors"). Re/Enterprise Partners, Sass
Associates, Parallax Partners, GPU Inc., SAEPS, Re/Enterprise International,
Sass Management, the Rubin Plan, CREN, Investors and Rubin (collectively
referred to as the "Reporting Persons") are filing this Amendment No. 4 jointly.
(b) The principal business address of Re/Enterprise Partners, Sass
Associates, Parallax Partners, GPU Inc., SAEPS, Sass Management, CREN,
Investors, the Rubin Plan and Rubin is 1185 Avenue of the Americas, New York,
New York 10036. The principal business address of Re/Enterprise International
is the Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) (i) Re/Enterprise Partners is a private partnership organized for the
purpose of making investments in the securities, bank debt and claims of public
and private companies, such investments consisting primarily of the debt
securities and liabilities of companies experiencing significant financial
difficulty or in bankruptcy. Sass Associates is the managing general partner of
Re/Enterprise Partners. Martin D. Sass serves as President of Sass Associates.
(ii) Parallax Partners is a private partnership organized for the
purpose of making investments in the securities, bank debt and claims of public
and private companies, such investments consisting primarily of the debt
securities and liabilities of companies experiencing significant financial
difficulty or in bankruptcy. GPU Inc. is the general partner of Parallax
Partners. Martin D. Sass serves as President of GPU Inc.
(iii) SAEPS is a trust organized to administer the employee profit
sharing plan of Sass Associates. SAEPS is administered by a Board of Trustees.
(iv) Re/Enterprise International is a corporation organized for the
purpose of making investments in the securities, bank debt and claims of public
and private companies. Sass Management, a registered investment advisor, is the
investment manager of Re\Enterprise International.
(v) The Rubin Plan is a trust organized to administer the defined
contribution retirement plan of James B. Rubin. The Rubin Plan is administered
by its Trustee, James B. Rubin.
(vi) CREN, which has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended, is organized for
the purpose of making investments in the securities, bank debt and claims of
public and private companies, such investments consisting primarily of the debt
securities and liabilities of companies experiencing significant financial
difficulty or in bankruptcy. Investors acts as the investment manager for CREN.
(d) None of the Reporting Persons or the other persons listed in this
Item 2 has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years, or (ii) a party,
during the last five years, to a civil proceeding or a judicial or
administrative body of competent jurisdiction which resulted in any of them
being subjected 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) Re/Enterprise Partners and Parallax Partners are partnerships
organized under the laws of Delaware with principal business offices in New
York, New York. Sass Associates, GPU, Inc. and CREN are Delaware corporations
with principal offices in New York, New York. SAEPS is a trust with its
principal business office in New York, New York. Re/Enterprise International is
a corporation organized under the laws of the British Virgin Islands with a
principal business office in New York, New York. Sass Management is a Delaware
corporation with its principal business office in Tortola, British Virgin
Islands. The Rubin Plan is a trust with its principal business office in New
York, New York. Each of Martin D. Sass and James B. Rubin is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D Report and Amendment No. 1 and Amendment No. 2
and Amendment No. 3 is hereby supplemented as follows:
On the following dates, CREN acquired the following amounts of Common Stock
in open market transactions:
Number
Date of Shares
May 7, 1996 8,500
May 10, 1996 8,000
June 13, 1996 25,000
September 4, 1996 19,500
September 25, 1996 2,277
CREN holds 148,824 shares of the Issuer's Common Stock. The Reporting
Persons together hold a total of 1,726,361 shares of the Issuer's Common Stock.
The funds for such acquisitions by CREN were provided by capital
contributions of its stockholders.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D Report and Amendment No. 1 and Amendment No. 2
and Amendment No. 3 is hereby supplemented as follows:
The purpose of the acquisitions was for investment. Depending on market
conditions and other factors, any of the reporting persons, or other persons
listed above, may determine to acquire additional shares of Common Stock (either
through market purchases or in private transactions) or to dispose of all or a
portion of the Common Stock now or hereafter held.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D Report and Amendment No. 1 and Amendment No. 2
and Amendment No. 3 is hereby amended to read in its entirety as follows:
(a) Re/Enterprise Partners, Parallax Partners, SAEPS, Re/Enterprise
International, the Rubin Plan and CREN held directly and of record 1,360,865
shares, 34,916 shares, 23,075 shares, 157,231 shares, 1,450 shares and 148,824
shares, respectively, of Common Stock, representing approximately 29.99%, 0.77%,
0.51%, 3.47%, 0.03% and 3.28%, respectively, of the Issuer's outstanding Common
Stock as of September 25, 1996.
Such determinations are based on representations of the Issuer in the
Issuer's Form 10-K that 4,537,041 shares of Common Stock were issued and
outstanding as of September 9, 1996.
Of the aggregate amount held by Re/Enterprise Partners, Sass Associates, as
the general partner of Re/Enterprise Partners, may be deemed to own beneficially
the 1,360,865 shares of Common Stock held by Re/Enterprise Partners.
Of the aggregate amount held by Parallax Partners, GPU Inc., as the sole
general partner of Parallax Partners, may be deemed to own beneficially the
34,916 shares of Common Stock held by Parallax Partners.
Of the aggregate amount held by Re/Enterprise International, Sass
Management, as the investment manager of Re/Enterprise International, may be
deemed to own beneficially the 157,231 shares of Common Stock held by
Re/Enterprise International.
Of the aggregate amount held by the Rubin Plan, James B. Rubin, as the
trustee of the Rubin Plan, may be deemed to own beneficially the 1,450 shares of
Common Stock held by the Rubin Plan.
Of the aggregate amount held by CREN, Investors, as the investment manager
of CREN, may be deemed to own beneficially the 148,824 shares of Common Stock
held by CREN.
The Reporting Persons do not beneficially own any other shares of Common
Stock.
(b) (i) Re/Enterprise Partners has the sole power to vote or direct the
vote and sole power to dispose or to direct the disposition of the securities of
which it is beneficial owner. Such power is exercised through its general
partner, Sass Associates. Accordingly, Sass Associates may be deemed to share
in the power to vote or direct the vote and power to dispose or to direct the
disposition of all of the shares of Common Stock held Re/Enterprise Partners.
(ii) Parallax Partners has the sole power to vote or direct the vote
and sole power to dispose or to direct the disposition of the securities of
which it is beneficial owner. Such power is exercised through its general
partner, GPU Inc. Accordingly, GPU Inc. may be deemed to share in the power to
vote or direct the vote and power to dispose or to direct the disposition of all
of the shares of Common Stock held Parallax Partners.
(iii) SAEPS has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the securities of which it is
beneficial owner. Such power is exercised through its Board of Trustees.
(iv) Re/Enterprise International has the sole power to vote or direct
the vote and sole power to dispose or to direct the disposition of the
securities of which it is beneficial owner. Such power is exercised through its
investment manager, Sass Management. Accordingly, Sass Management may be deemed
to share in the power to vote or direct the vote and power to dispose or to
direct the disposition of all of the shares of Common Stock held by
Re/Enterprise International.
(v) The Rubin Plan has the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the securities of which it
is beneficial owner. Such power is exercised through its trustee, James B.
Rubin. Accordingly, James B. Rubin may be deemed to share in the power to vote
or direct the vote and power to dispose or direct the disposition of all of the
shares of Common Stock held by the Rubin Plan.
(vi) CREN has the sole power to vote or direct the vote and sole power
to dispose or direct the disposition of the securities of which it is beneficial
owner. Such power is exercised through its investment manager, Investors.
Accordingly, Investors may be deemed to share in the power to vote and power to
dispose or direct the disposition of all of the shares of Common Stock held by
CREN.
(vii) Pursuant to Section 240.13d-4, Mr. Rubin, Sass Associates,
GPU, Inc., Sass Management and Investors, on behalf of themselves and their
affiliates, disclaim beneficial ownership of the Common Stock held or managed
for the accounts of others, and the filing of this Schedule 13D by, or the
naming of such persons, shall not be construed as an admission that any such
person or entity is, for the purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of any such securities of the Issuer.
(c) Except as described above in Item 3, none of the Reporting Persons has
effected any transactions in Common Stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D Report and Amendment No. 1 and Amendment No. 2
and Amendment No. 3 is not amended.
Item 7. Materials to be Filed as Exhibits
Exhibit A - Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii)
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. Dated October 3, 1996.
M.D. SASS RE/ENTERPRISE INTERNATIONAL, LTD.
By: M.D. Sass Management, Inc.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
By: M.D. Sass Associates, Inc.,
its General Partner
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS PARALLAX PARTNERS, L.P.
By: M.D. Sass GPU Inc., its General Partner
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter, Treasurer
M.D. SASS ASSOCIATES, INC.
EMPLOYEES PROFIT SHARING PLAN
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Trustee
M.D. SASS MANAGEMENT, INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS ASSOCIATES, INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS GPU INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter, Treasurer
M.D. SASS INVESTORS SERVICES, INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
CORPORATE RENAISSANCE GROUP INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Treasurer
J. B. RUBIN DEFINED CONTRIBUTION PLAN
By: /s/ James B. Rubin
---------------------------------------
James B. Rubin
Trustee
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f)(1) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them to this statement and any subsequent amendments hereto.
Dated October 3, 1996.
M.D. SASS RE/ENTERPRISE INTERNATIONAL, LTD.
By: M.D. Sass Management, Inc.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
By: M.D. Sass Associates, Inc.,
its General Partner
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS PARALLAX PARTNERS, L.P.
By: M.D. Sass GPU Inc., its General Partner
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter, Treasurer
M.D. SASS ASSOCIATES, INC.
EMPLOYEES PROFIT SHARING PLAN
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Trustee
M.D. SASS MANAGEMENT, INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS ASSOCIATES, INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
M.D. SASS GPU INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter, Treasurer
M.D. SASS INVESTORS SERVICES, INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Senior Vice President
CORPORATE RENAISSANCE GROUP INC.
By: /s/ Martin E. Winter
---------------------------------------
Martin E. Winter
Treasurer
J. B. RUBIN DEFINED CONTRIBUTION PLAN
By: /s/ James B. Rubin
---------------------------------------
James B. Rubin
Trustee
