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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 3 -- Final Amendment)
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SEAMAN FURNITURE COMPANY, INC.
(Name of the Issuer)
SEAMAN FURNITURE COMPANY, INC.
M.D. SASS ASSOCIATES, INC.
T. ROWE PRICE RECOVERY FUND, L.P.
CARL MARKS MANAGEMENT CO., L.P.
ALAN ROSENBERG
STEVEN H. HALPER
PETER MCGEOUGH
(Names of Persons Filing Statement)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
812163301
(CUSIP Number of Class of Securities)
Charles I. Weissman, Esq. John J. Hyland, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP Jones, Day, Reavis & Pogue
919 Third Avenue 599 Lexington Avenue
New York, NY 10022 New York, NY 10022
(212) 758-9500 (212) 326-3999
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Persons Filing Statement)
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This statement is filed in connection with (check the appropriate box):
a.[x] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.[ ] The filing of a registration statement under the Securities Act of 1933.
c.[ ] A tender offer.
d.[ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [x]
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$31,499,056 $9,546
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* For purposes of calculating fee only. The filing fee was determined based
upon (a) 4,536,839 issued and outstanding shares of Common Stock, par
value $.01 per share (the "Shares"), of Seaman Furniture Company, Inc. as
of September 2, 1997, excluding 3,632,311 Shares which will be owned by
SFC Merger Company for which no consideration will be paid upon
consummation of the transaction; and (b) the merger consideration of
$25.05 per Share (the "Merger Consideration"), plus $8,840,630 payable to
holders of options to purchase Shares in exchange for the cancellation of
such options. The payment of the filing fee, calculated in accordance with
Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended,
equals one-thirty-third of one percent of the value of the Shares (and
options to purchase Shares) for which the Merger Consideration will be
paid.
[ x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $7,832
Form or Registration No.: Schedule 13E-3
Filing Party: Seaman Furniture Company, Inc. and affiliates
Date Filed: September 5, 1997
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INTRODUCTION
This Amendment No. 3 (the "Final Amendment") amends and supplements the
Rule 13e-3 Transaction Statement on Schedule 13E-3 filed on September 5, 1997 by
Seaman Furniture Company, Inc., a Delaware corporation (the "Company") and SFC
Merger Company ("Newco"), M.D. Sass Associates, Inc. ("M.D. Sass"), T. Rowe
Price Recovery Fund, L.P. ("T. Rowe Price"), Carl Marks Management Co., L.P.
("Carl Marks, and, together with M.D. Sass and T. Rowe Price, "the Funds"), Alan
Rosenberg, Steven H. Halper and Peter McGeough as affiliates of the Company, as
amended and supplemented by Amendment No. 1 thereto filed on October 27, 1997
and Amendment No. 2 thereto filed on November 18, 1997 (as amended and restated,
the "Transaction Statement"). The Transaction Statement was filed in connection
with the proposed merger (the "Merger") of Newco with and into the Company
pursuant to an Agreement and Plan of Merger, dated August 13, 1997, as amended
on September 4, 1997 (the "Merger Agreement"), by and between the Company and
Newco.
This Final Amendment is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3 (d)(3) promulgated under
the Securities and Exchange Act of 1934, as amended, to report the results of
the Merger. Newco, which was a party to the Transaction Statement, is not a
party hereto because it no longer exists as a result of the Merger, which was
consummated on December 23, 1997. The Company was the surviving corporation in
the Merger (the "Surviving Corporation"). Except as expressly set forth in this
Final Amendment, all information in the Transaction Statement remains unchanged.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
As a result of the consummation of the Merger on December 23, 1997,
each of the 807,186 shares of common stock, par value of $.01 per share, of
Newco (the "Newco Common Stock") issued and outstanding immediately prior to the
effective time of the Merger, was converted into and exchanged for one newly and
validly issued, fully paid and nonassessable share, par value $.01 per share, of
the Surviving Corporation ("Surviving Corporation Common Stock"). Each share of
the common stock, par value $.01 per share, of the Company ("Company Common
Stock") owned by Newco immediately prior to the effective time of the Merger
(which had been contributed to Newco by the Funds in exchange for Newco Common
Stock, and had constituted all of the Funds' Company Common Stock), as well as
each share of capital stock of the Company that was held in the treasury of the
Company immediately prior to the effective time of the Merger, was canceled and
extinguished without any conversion right thereof and without any consideration
payable therefor. Each share of Company Common Stock issued and outstanding
immediately prior to the effective time of the Merger (other than any shares
owned by Newco or held in the treasury of the Company) was converted into and
represents the right to receive an amount in cash equal to $25.05, payable to
the holder thereof, without any interest thereon. As of the date hereof, there
are 807,186 shares of Surviving Corporation Common Stock issued and outstanding,
and there are three holders of record of such stock (i.e., the Funds).
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the consummation of the Merger on December 23, 1997,
the Funds have acquired the entire equity interest in the Surviving Corporation.
On the date hereof, there are 807,186 issued and outstanding shares of Surviving
Corporation Common Stock, of which 383,639 are owned by M.D. Sass, 215,090 are
owned by T. Rowe Price and 208,457 are owned by Carl Marks.
ITEM 16. ADDITIONAL INFORMATION.
The Merger Agreement was approved by the stockholders of the Company
at the special meeting of the stockholders of the Company held on December 23,
1997 (the "Special Meeting"), and the transactions contemplated by the Merger
Agreement were completed on that date. Of the 4,536,839 shares of Company
Common Stock on the November 17, 1997 record date, 4,117,329 of such shares
(approximately 90.75%) were represented in person or by proxy at the Special
Meeting, and 4,106,862 of such shares (approximately 90.52%) voted in favor of
the proposal to approve the Merger Agreement. The number of shares voted in
favor of the Merger Agreement was sufficient to approve the Merger. On December
23, 1997, a Certificate of Merger was duly filed with the Secretary of State of
the State of Delaware. The Merger became effective on that date.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(5) - Press Release issued by the Company on December 23, 1997.
(d)(6) - Letter to former stockholders of the Company dated December 23,
1997.
(d)(7) - Letter of Transmittal.
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SIGNATURE
After due inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
SEAMAN FURNITURE COMPANY, INC.
By: /s/ Alan Rosenberg
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Name: Alan Rosenberg
Title: President and Chief
Executive Officer
SFC MERGER COMPANY
By: /s/ Alan Rosenberg
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Name: Alan Rosenberg
Title: President
M.D. SASS ASSOCIATES, INC.
By: /s/ Fred M. Stone
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Name: Fred M. Stone
Title: Senior Vice President and
General Counsel
T. ROWE PRICE RECOVERY FUND, L.P.
By: /s/ Kim Z. Golden
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Name: Kim Z. Golden
Title: Executive Vice President
CARL MARKS MANAGEMENT CO., L.P.
By: /s/ Robert C. Ruocco
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Name: Robert C. Ruocco
Title: General Partner
/s/ Alan Rosenberg
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Alan Rosenberg
/s/ Steven Halper
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Steven H. Halper
/s/ Peter McGeough
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Peter McGeough
Dated: December 23, 1997
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EXHIBIT INDEX
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(d)(5) -- Press Release issued by the Company on December 23, 1997.
(d)(6) -- Letter to former stockholders of the Company dated December 23, 1997.
(d)(7) -- Letter of Transmittal.
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Exhibit 99(d)(5)
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FOR IMMEDIATE RELEASE
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Contact:
Alan Rosenberg
Seaman Furniture Company, Inc.
516-682-1512
or
Coleen A. Colreavy
Seaman Furniture Company, Inc.
516-682-1625
SEAMAN FURNITURE COMPANY, INC. COMPLETES
MERGER TRANSACTION
WOODBURY, NEW YORK, DECEMBER 23, 1997 - Seaman Furniture Company, Inc.
(the "Company") (NASDAQ/NMS SYMBOL:SEAM) announced today the completion of its
previously announced merger transaction, by which the Company's majority
stockholders, M.D. Sass Associates, Inc., T. Rowe Price Recovery Fund, L.P. and
Carl Marks Management Co., L.P., have become the sole stockholders of the
surviving Company and members of executive management have received options for
shares of the surviving Company.
Stockholders of the Company earlier today approved the merger between
the Company and SFC Merger Company, a Delaware corporation owned by the majority
stockholders of the Company, pursuant to which SFC Merger Company merged into
the Company and all of the Company's stockholders (other than the majority
stockholders) became entitled to receive $25.05 in cash per share.
SEAMAN FURNITURE COMPANY, INC. is the largest specialty retailer of
furniture in the Northeast, operating a chain of 36 stores in New York, New
Jersey, Pennsylvania and Connecticut and 6 stores in Northeastern Ohio.
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Exhibit 99(d)(6)
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[SEAMAN FURNITURE COMPANY, INC. LETTERHEAD]
December 24, 1997
To the Former Holders of Common Stock of
Seaman Furniture Company, Inc.:
We are pleased to inform you, that on December 23, 1997, the
stockholders of Seaman Furniture Company, Inc. (the "Company") approved and
adopted an 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 ("Newco"). Pursuant to the Merger Agreement, Newco was
merged with and into the Company (the "Merger") effective on December 23, 1997.
As a result of the Merger, as more fully described in the Proxy
Statement dated November 21, 1997, which was sent to the stockholders of the
Company, each outstanding share of common stock, par value $0.01 per share, of
the Company (the "Common Stock") was converted into the right to receive $25.05
in cash. Your Common Stock certificates should now be exchanged for the cash
payment which you are entitled to receive. A Letter of Transmittal containing
instructions for surrendering certificates to the disbursing agent is enclosed.
The properly completed Letter of Transmittal, together with your Common Stock
certificates, must be hand delivered or sent via overnight delivery or mail to
the disbursing agent, ChaseMellon Shareholder Services, L.L.C., at the address
indicated in the Letter of Transmittal. An envelope is enclosed for your
convenience.
If you send your certificates by mail, we recommend that they be sent
by registered mail, properly insured, with return receipt requested. PLEASE DO
NOT SEND YOUR COMMON STOCK CERTIFICATES TO THE COMPANY OR NEWCO.
Please read carefully all instructions on the reverse side of the
Letter of Transmittal and make certain that the letter is properly completed,
dated and signed. It is important that you complete the letter and surrender
your Common Stock certificates as soon as possible, for it is only upon their
receipt that you will receive your cash payment. A toll-free number for any
questions on completing the Letter of Transmittal is provided on the form.
Seaman Furniture Company, Inc.
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Exhibit 99(d)(7)
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LETTER OF TRANSMITTAL
To accompany certificates of Common Stock, par value $0.01 per share of
SEAMAN FURNITURE COMPANY, INC.
DESCRIPTION OF SHARES SURRENDERED Please fill in.
Attach separate list if needed
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Name(s) and Address(es) of Registered Certificate Number(s) Number of Shares
Holder(s)
If there is any error in the name or
address shown below, please make the
necessary corrections
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TOTAL SHARES
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Ladies and Gentlemen:
The undersigned represents that I (we) have full authority to surrender
without restriction and do hereby irrevocably surrender the certificate(s)
listed above (the "Certificates") for shares of Common Stock, par value $.01 per
share (each, a "Share", and together, the "Shares") of Seaman Furniture Company,
Inc. (the "Company") to be exchanged for $25.05 per Share pursuant to the
Agreement and Plan of Merger between the Company and SFC Merger Company dated as
of August 13, 1997, as amended on September 4, 1997 (the "Merger Agreement").
The terms of the merger (the "Merger") provided for in the Merger Agreement,
which became effective December 23, 1997, are described in the Proxy Statement
dated November 21, 1997 previously mailed to stockholders of the Company,
receipt of which is hereby acknowledged. Any payment to which the undersigned
may be entitled in connection with the Merger shall be made to the registered
holder of the surrendered Certificates, unless the payment is to be issued
pursuant to the Special Issuance Instructions below in a name other than the
registered holder, in which case any such payment shall be made to the
transferee of the surrendered Certificates.
Mail or deliver this Letter of Transmittal, or a facsimile, together
with the Certificates representing your Shares, to ChaseMellon Shareholder
Services, L.L.C. (the "Disbursing Agent"):
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
Post Office Box 3300 120 Broadway, 13th Floor 85 Challenger Road Mail
South Hackensack, NJ 07606 New York, NY 10271 Drop-Reorg
Attn: Reorganization Attn: Reorganization Ridgefield Park, NJ 07660
Department Department Attn: Reorganization
Department
TELEPHONE ASSISTANCE: 1-800-777-3674
Method of delivery of the Certificates is at the option and risk of the owner
thereof. See Instruction 1.
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[ ] (Check here, if) I have lost my Certificates for______________Shares of the
Company's Common Stock and require assistance with respect to obtaining
payment. See Instruction 5.
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SPECIAL ISSUANCE / PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
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Complete ONLY if the check is to be issued Complete ONLY if the check is to
in a name which differs from the name be mailed to some address other
on the surrendered Certificates. Issue to: than the address reflected above.
Mail to:
Name____________________________ Name_____________________________
(Please Print) (Please Print)
Address_________________________ Address__________________________
________________________________ _________________________________
(Include Zip Code) (Include Zip Code)
________________________________ _________________________________
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(Please also complete Substitute
Form W-9 on reverse side AND see instructions
regarding signature guarantee. See Instructions 3, 4 and 6.
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YOU MUST SIGN IN THE BOX BELOW ALSO: Sign and provide your tax ID
number on back of this form.
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SIGNATURE(S) REQUIRED SIGNATURE(S) GUARANTEED (IF
Signature(s) of Registered REQUIRED)
Holders(s) or Agent See Instruction 3.
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Must be signed by the registered Unless the Shares are tendered by
holder(s) EXACTLY as name(s) the registered holder(s) of the
appear(s) on stock Certificates. Common Stock, or for the account of
If signature is by a trustee, executor, a member of a "Signature Guarantee
administrator, guardian, attorney-in-fact, Program" ("STAMP"), Stock Exchange
officer for a corporation acting Medallion Program ("SEMP") or New York
in a fiduciary or representative capacity, Stock Exchange Medallion Signature
or other person, please set forth full Program ("MSP") (an "Eligible Institution"),
title. the above signature(s) must be guaranteed
See instructions 2, 3 or 4. by an Eligible Institution. See Instruction 3.
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Registered Holder
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Registered Holder Authorized Signature
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Title, if any Name of Firm
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Date Phone No. Address of Firm - Please Print
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INSTRUCTIONS FOR SURRENDERING CERTIFICATES
(Please read carefully the instructions below)
1. Method of Delivery: Your Certificates and this Letter of Transmittal
must be sent or delivered to the Disbursing Agent. Do not send them to the
Company. The method of delivery of the Certificates to be surrendered to the
Disbursing Agent at one of the addresses set forth on the front of the Letter of
Transmittal is at the option and risk of the surrendering stockholder. Delivery
will be deemed effective only when received. If the Certificates are sent by
mail, registered mail with return receipt requested and properly issued, is
suggested. A return envelope is enclosed.
2. Check Issued in the Same Name: If the check is issued in the same name
as the surrendered Certificates are registered, the Letter of Transmittal should
be completed and signed exactly as the surrendered Certificates are registered.
Do not sign the Certificates. Signature guarantees are not required if the
Certificates surrendered herewith are submitted by the registered owner of such
Shares who has not completed the section entitled "Special Issuance
Instructions" or are for the account of an Eligible Institution. If any Shares
are registered in different names on several certificates, it will be necessary
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations. Letters of Transmittal executed by trustees,
executors, administrators, guardians, officers of corporation, or others acting
in a fiduciary capacity who are not identified as such in the registration must
be accompanied by proper evidence of the signer's authority to act.
3. Check issued in Different Name: If the section entitled "Special
Issuance Instructions" is completed then signatures on this Letter of
Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agent's Medallion Program (each an "Eligible
Institution"). If the surrendered Certificates are registered in the name of a
person other than the signer of this Letter of Transmittal, or if issuance is to
be made to a person other than the signer of this Letter of Transmittal, or if
the issuance is to be made to a person other than the registered owner(s), then
the surrendered Certificates must be endorsed or accompanied by duly executed
stock powers, in either case signed exactly as the name(s) of the registered
owners appear on such Certificates or stock power(s), with the signatures on the
Certificates or stock power(s) guaranteed by an Eligible Institution as provided
herein.
4. Special Issuance and Delivery Instructions: Indicate the name and
address in which the check is to be sent if different from the name and/or
address of the person(s) signing this Letter of Transmittal. The shareholder is
required to give the social security number or employer identification number of
the record owners of the Shares. If Special Issuance instructions have been
completed, the stockholder named therein will be considered the record owner for
this purpose.
5. Letter of Transmittal Required: Surrender of Certificates, Lost
Certificates: You will not receive your check unless and until you deliver this
Letter of Transmittal, properly completed and duly executed, to the Disbursing
Agent, together with the Certificates evidencing your Shares and any required
accompanying evidences of authority. If any of your Certificates have been lost,
stolen, misplaced or destroyed, please complete (including the notification of
your Certificates' loss), date, sign and deliver this Letter of Transmittal form
to the Disbursing Agent along with those Certificates in your possession. You
will then receive further instructions.
6. Substitute Form W-9: Under the Federal Income Tax Law, a non-exempt
stockholder is required to provide the Disbursing Agent with such stockholder's
correct Taxpayer Identification Number ("TIN") on the substitute Form W-9 below.
If the Certificates are in more than one name or are not in the name of the
actual owner, consult the enclosed Substitute Form W-9 guidelines for additional
guidance on which number to report. Failure to provide the information on the
form may subject the surrendering stockholder to 31% federal income tax
withholding on the payment of any cash. The surrendering stockholder must check
the box in Part III of the Substitute Form W-9 if a TIN has not been issued and
the stockholder has applied for a number or intends to apply for a number in the
near future. If a TIN has been applied for and the Disbursing Agent is not
provided with a TIN before payment is made, the Disbursing Agent will withhold
31% on all payments to such surrendering stockholders of any cash consideration
due for their former Shares. Please review the enclosed Guidelines for
Certification of Taxpayers Identification number on Substitute Form W-9 for
additional details on what Taxpayer Identification Number to give the Disbursing
Agent.
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PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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SUBSTITUTE PART I-PLEASE PROVIDE YOUR TIN IN THE Social Security Number OR Employer
Form W-9 SPACE AT THE RIGHT AND CERTIFY BY SIGNING Identification Number.
Department of the Treasury AND DATING BELOW.
Internal Revenue Service ....................................
Payer's Request for Taxpayer ----------------------------------------------------------------------------------
Identification Number (TIN) PART II-For Payees exempt from backup withholding, PART III-
see the enclosed Guidelines for Certification of Taxpayer Awaiting TIN: [ ]
Identification Number on Substitute Form W-9 and
complete as instructed therein.
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Certification-Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends, or the
IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions-You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of under-
reporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines.)
PLEASE SIGN BELOW
Signature:........................................ Date........................
