SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
SEAMAN FURNITURE COMPANY, INC.
_______________________________________________________
(Name of Issuer)
CLASS A COMMON
CLASS B COMMON
_______________________________________________________
(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)
December 23, 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).
Cusip No. 812163301 Page 2 of 8 Pages
CLASS A COMMON
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 55,923 (1)
Shares
Beneficially 8 SHARED VOTING POWER NONE
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER 55,923 (1)
Person
With: 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,923
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
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>
Cusip No. 812163301 Page 3 of 8 Pages
CLASS B COMMON
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 159,167 (1)
Shares
Beneficially 8 SHARED VOTING POWER NONE
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER 159,167 (1)
Person
With: 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
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.
Cusip No. 812163301 Page 4 of 8 Pages
CLASS A COMMON
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 55,923 (1)
Shares
Beneficially 8 SHARED VOTING POWER NONE
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER 55,923 (1)
Person
With: 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,923
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
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.
Cusip No. 812163301 Page 5 of 8 Pages
CLASS B COMMON
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 159,167 (1)
Shares
Beneficially 8 SHARED VOTING POWER NONE
Owned By Each
Reporting 9 SOLE DISPOSITIVE POWER 159,167 (1)
Person
With: 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
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.
Cusip No. 812163301 Page 6 of 8 Pages
This Amendment No. 5 amends and supplements the statement on
Schedule 13D (the "Schedule 13D") filed by T. Rowe Price Recovery
Fund, L.P. and T. Rowe Price Recovery Fund Associates, Inc.,
(collectively, the "Reporting Person"), relating to the common
stock, $.01 par value (the "Common Stock"),issued by Seaman
Furniture Company, Inc., a Delaware corporation (the "Company").
Capitalized terms used and not defined herein shall have the
meanings set forth in the Schedule 13D.
Except as amended hereby, the responses in the Original
Schedule 13D, as amended, remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
All shares of Common Stock were acquired pursuant to the
Agreement and Plan of Merger dated as of August 13, 1997, as
amended on September 4, 1997 (the "Merger Agreement"), by and
between the Company and SFC Merger Company, a Delaware
corporation ("Newco"), a copy of which was previously filed with
the Securities and Exchange Commission in connection with the
merger and is herein incorporated by reference. The Reporting
Person, together with M.D. Sass and Carl Marks (collectively, the
"Participating Funds"), formed Newco solely for the purpose of
acquiring approximately 20% of the Company's outstanding Common
Stock not already owned by the foregoing persons through a one-step
merger transaction. M.D. Sass, T. Rowe Price and Carl Marks
respectively contributed 1,726,361 shares (approximately 38.1% of
the total issued and outstanding shares), 967,900 shares
(approximately 21.3% of the total issued and outstanding shares)
and 938,050 shares (approximately 20.7% of the total issued and
outstanding shares) of Company Common Stock to Newco as the
subscription price for shares of Newco common stock. In exchange
for such Company Common Stock, M.D. Sass received 99,698.47
shares of Class A common stock, par value $0.01 per share of
Newco ("Newco Class A Common Stock"), and 283,893 shares of Class
B common stock, par value $0.01 per share of Newco ("Newco Class
B Common Stock"); T. Rowe Price received 55,896.35 shares of
Newco Class A Common Stock and 159,157 shares of Newco Class B
Common Stock; and Carl Marks received 54,173.17 shares of Newco
Class A Common Stock and 154,258 shares of Newco Class B Common
Stock. Upon consummation of the merger in which the Company was
the surviving company (the "Surviving Company"), each share of
Newco Class A Common Stock was converted into one share of Class
A Common Stock of the Surviving Company (the "Class A Common")
and each share of Newco Class B Common Stock was converted into
one share of Class B Common Stock of the Surviving Company (the
"Class B Common"). All stockholders of the Company other than
Newco are entitled to receive $25.05 per share of Common Stock in
cash.
Item 4. Purpose of Transaction.
The response to Item 3 is incorporated herein by this
reference. The Common Stock was acquired in connection with the
merger and as further described in the Participating Funds'
Cusip No. 812163301 Page 7 of 8 Pages
filing on Schedule 13-E filed with the Commission on September 5,
1997, as amended and supplemented by Amendment No. 1 thereto
filed on October 27, 1997, and Amendment No. 2 thereto filed on
November 18, 1997.
Item 5. Interest in Securities of the Issuer.
The responses to Items 3 and 4 are incorporated herein by
this reference.
As a result of the merger, to the knowledge of the Reporting
Persons and based upon information furnished by the Company, on
the date hereof such persons beneficially own the amounts of
Class A Common and Class B Common respectively indicated below:
Percentage
Ownership of
Class A Class B Surviving
Person Common Stock Common Stock Company
M. D. Sass Associates,
Inc. and Affiliates 99,746 283,893 47.5%
T. Rowe Price Associates,
Inc. and Affiliates 55,923 159,167 26.7%
Carl Marks Strategic
Investments Company, L.P.
and Affiliates 54,199 154,258 25.8%
Members of Senior Management of the Surviving Company, including
Alan Rosenberg, Steven Halper and Peter McGeough (the
"Participating Executive"), have options to purchase up to 16%
of the Class A Common and the Class B Common on a fully diluted
basis.
The Reporting Persons disclaim the existence of a "group"
with the foregoing persons with regard to any matter other than
the merger. This Schedule 13D is filed solely on behalf of the
Reporting Persons and not with respect to any of the other
Participating Funds or Participating Executives.
Except as disclosed in this Statement, neither the Reporting
Persons nor, to their knowledge, any of the persons identified in
Item 2 hereto have effected transactions in shares of Common
Stock during the preceding 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The responses to Items 3 and 4 are incorporated herein by
this reference.
Cusip No. 812163301 Page 8 of 8 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Agreement and Plan of Merger, dated as of
August 13, 1997 as amended on September 4, 1997, by and between
Newco and the Company. (incorporated by reference to Schedule
14A filed by the Company on November 18, 1997)
<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 December 23, 1997
