SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
SEAMAN FURNITURE COMPANY, INC.
_______________________________________________________
(Name of Issuer)
COMMON STOCK
_______________________________________________________
(Title of Class of Securities)
812163301
_______________________________________________________
(CUSIP Number)
Kim Z. Golden
Executive Vice President
T. Rowe Price Recovery Fund, L.P.
100 East Pratt Street
Baltimore, Maryland 21202
410-345-6703
_______________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 1997
_______________________________________________________
(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 .
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 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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. ROWE PRICE RECOVERY FUND, L.P.
100 East Pratt Street, Baltimore, Maryland 21202
52-1597562
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
NOT APPLICABLE
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 967,900 (1)
Shares
Beneficially 8 SHARED VOTING POWER NONE
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER 967,900 (1)
Person
With: 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Voting and dispositive power is exercised through its sole
general partner, T. Rowe Price Recovery Fund Associates, Inc.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. ROWE PRICE RECOVERY FUND ASSOCIATES, INC.
100 East Pratt Street, Baltimore, Maryland 21202
52-1599407
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
NOT APPLICABLE
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
Maryland
Number of 7 SOLE VOTING POWER 967,900 (1)
Shares
Beneficially 8 SHARED VOTING POWER NONE
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER 967,900 (1)
Person
With: 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1)Voting and dispositive power is exercised solely in its
capacity as sole general partner of T. Rowe Price Recovery
Fund,L.P.
Item 1. Security and Issuer.
This Amendment number 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 ).
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 a Schedule
13D, dated April 22, 1993, as subsequently amended thereafter
(the Original Schedule 13D ).
Except as amended hereby, the responses in the Original
Schedule 13D remain unchanged.
Item 2. Identity and Background.
(a) This amendment statement is filed by: (i) T. Rowe
Price Recovery Fund, L.P., a Delaware limited partnership
( Recovery Fund ) and (ii) T. Rowe Price Recovery Fund
Associates, Inc., a Maryland corporation ( Recovery Associates )
as the Reporting Persons hereunder and filing jointly. The
Reporting Persons previously reported information on the Original
Schedule 13D, filing jointly with M.D. Sass Associates Inc. and
persons related to or affiliated with M.D. Sass Associates Inc.
(collectively, M.D. Sass and Affiliates ). This amendment is
made solely by Recovery Fund and Recovery Associates as the
Reporting Persons named herein.
Item 4. Purpose of Transaction.
As previously reported, the Reporting Person together
with M.D. Sass and Affiliates and Carl Marks Strategic
Investments and related or affiliate persons ( Marks and
Affiliates ) continue to be among the largest shareholders of the
Company. The Reporting Persons might be deemed to share in the
control of the Company, although the existence of such control
has been and continues to be disclaimed hereby. Kim Golden,
Executive Vice President of Recovery Associates, is a director of
the Company and as such may be deemed to participate, together
with other members of the Board of Directors and management, in
the control of the Company.
The Reporting Persons, together with M.D. Sass and
Affiliates and Marks and Affiliates (collectively, the
Participating Funds ) and members of senior management of the
Company, including Alan Rosenberg, Steven Halper and Peter
McGeogh (the Participating Executives ), presented a proposal
to the Company's Board of Directors on July 8, 1997 to acquire,
through a merger transaction, the approximately 20% of the
Company's outstanding Common Stock not already owned by the
foregoing persons for $24.00 per share in cash (the Merger
Proposal ). The Merger Proposal is subject to certain
conditions, including, among other things, approval by a special
committee of the Company's Board of Directors, obtaining
acceptable financing, and the negotiation of a mutually
acceptable merger agreement. Accordingly, there can be no
assurance as to whether the proposed transaction will be
consummated or as to the possible timing or terms thereof.
Except for the Merger Proposal, none of the Reporting
Persons presently has any plans or proposals which relate to or
would result in any of the matters enumerated in clauses (a)
through (j), inclusive, of Schedule 13D. However, in his
capacity as a director of the Company, Mr. Golden, as a matter of
ordinary course, necessarily will consider proposals from time to
time regarding the business and affairs of the Company, including
matters of the nature referred to above. If any such matter is
presented to the Board of Directors, Mr. Golden intends to act
thereon in accordance with his judgment at the time.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Recovery Fund owns
beneficially [967,900] shares of Common Stock, constituting
approximately [21.3%] of the [4,536,839] outstanding shares of
the Company. Such shares may be deemed also owned beneficially
by Recovery Associates in its capacity as the General Partner.
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: [967,900] shares representing [21.3%] of
the shares of the Company.
By reason of the Merger Proposal, the Reporting Persons
may be deemed to be a group within the meaning of Rule 13d-5
under the Exchange Act, with the Participating Funds and the
Participating Executives and therefore to share beneficial
ownership, within the meaning of Rule 13d-1 under the Exchange
Act, of the shares of Common Stock beneficially owned by such
persons. To the knowledge of the Reporting Persons, based upon
Schedule 13D or 13G filings (with respect to the Participating
Funds) and information furnished by the Company (with respect to
the Participating Executives), on the date hereof such persons
beneficially owned the amounts of Common Stock respectively
indicated below:
Party(ies) No. of Shares
M.D. Sass and Affiliates 1,726,361 shares
Marks and Affiliates 938,050 shares
Participating Executives 705,752 shares
(including shares subject to
stock options)
The Reporting Persons disclaim the existence of a group with
the foregoing persons with respect to any matter other than the
Merger Proposal. This Schedule 13D is filed solely on behalf of
the Reporting Persons named herein and not with respect to any of
the Participating Funds or Participating Executives.
(c) By reason of the Merger Proposal, the Reporting
Persons may be deemed to have acquired shared beneficial
ownership of the shares of Common Stock owned by the
Participating Funds and the Participating Executives on or about
July 8, 1997. Except as aforesaid, there were no transactions in
the Common Stock by any of the Reporting Persons during the past
sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Reference is made to Item 4 hereof for a description of
the Merger Proposal involving the Reporting Persons. Pursuant to
a letter agreement, certain of the Reporting Persons, together
with the Participating Funds and Participating Executives, have
retained Wheat First Butcher Singer as a financial adviser in
connection with such Proposal.
<PAGE>
SIGNATURES
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.
T. ROWE PRICE RECOVERY FUND, L.P.
By: T. Rowe Price Recovery
Associates, Inc., its General
Partner
By:
Kim Z. Golden,
Executive Vice President
T. ROWE PRICE RECOVERY ASSOCIATES,
INC.
By:
Kim Z. Golden,
Executive Vice President
Dated July 15, 1997
