UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
January 3, 1994
(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 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
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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
7 SOLE VOTING POWER
967,900 (1)
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
967,900 (1)
10 SHARED DISPOSITIVE POWER
-0-
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)
20.1%
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.
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
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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
7 SOLE VOTING POWER
967,900 (1)
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
967,900 (1)
10 SHARED DISPOSITIVE POWER
-0-
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)
20.1%
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 No. 1 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").
This Amendment No. 1 is being filed because Recovery Fund
and Recovery Associates have determined not to file jointly with
Re/Enterprise Partners, Sass Associates, Parallax Partners, GPU
Inc. and SAEPS. This Amendment No. 1 also reflects certain
adjustments in the number of shares of Common Stock held by the
Reporting Persons, which adjustments alone would not have
triggered a filing requirement. Except as provided in the
previous sentences, there have been no other changes in the
information provided by Recovery Fund and Recovery Associates in
the Schedule 13D Report. Accordingly, the information previously
discussed in the Schedule 13D Report with regard to Recovery Fund
and Recovery Associates as Reporting Persons thereunder is
presented and repeated in full in this Amendment No. 1 in order
to provide a complete disclosure with regard to Recovery Fund and
Recovery Associates on a stand alone basis in the form of a
single document and as a matter of record. Capitalized terms
used herein without specific definition have the respective
meanings given them in the Schedule 13D Report.
Item 2. Identity and Background.
(a) This statement is filed by: T. Rowe Price Recovery
Fund, L.P., a Delaware limited partnership ("Recovery Fund") and
T. Rowe Price Recovery Fund Associates, Inc., a Maryland
corporation ("Recovery Associates"). Recovery Fund and Recovery
Associates (collectively referred to as the "Reporting Persons")
are filing this Amendment No. 1 jointly.
(b) The principal business address of Recovery Fund and
Recovery Associates is 100 East Pratt Street, Baltimore, Maryland
21202.
(c) Recovery Fund 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. Recovery Associates is the sole general partner of
Recovery Fund. Hubert M. Stiles, Jr. serves as President and Kim
Z. Golden serves as Executive Vice President of Recovery
Associates. T. Rowe Price Associates, Inc. ("Price Associates")
is the sole stockholder of Recovery Associates.
(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) Recovery Fund is a partnership organized under the laws
of Delaware with its principal business office in Baltimore,
Maryland. Recovery Associates and Price Associates are Maryland
corporations with principal offices in Baltimore, Maryland. Each
of Hubert M. Stiles, Jr. and Kim Z. Golden is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Issuer and its five wholly-owned subsidiaries filed a
voluntary petition under Chapter 11 of the Bankruptcy Code on
3 January 1992 (the "Filing"). The Issuer's First Amended Joint
Plan of Reorganization (the "Reorganization Plan") was confirmed
by the Bankruptcy Court on 1 October 1992 and became effective on
13 October 1992. Under the Reorganization Plan, holders of the
Issuer's bank debt and other claims cancelled such bank debt and
other claims in exchange for new equity securities of the Issuer,
consisting of the Issuer's Common Stock. The Common Stock was
issued pursuant to Section 1145 of the Bankruptcy Code in
accordance with the Reorganization Plan.
The Reporting Persons acquired bank debt throughout the
period following the Filing, through and including the date of
confirmation of the Reorganization Plan. In addition, the
Reporting Persons continued to acquire shares of Common Stock
and/or bank debt exchangeable into shares of Common Stock of the
Issuer during the period following confirmation of the
Reorganization Plan through and including 31 March 1993. During
this period, Carl Marks Strategic Investments, L.P. ("Marks
Strategic Investments"), Re/Enterprise Partners, Parallax
Partners and SAEPS also acquired bank debt. On 13 January 1992,
Re/Enterprise Partners and Marks Strategic Investments entered
into an agreement to share the cost basis of the purchased claims
(the "Cost Sharing Agreement"). Recovery Fund was added as a
party to the Cost Sharing Agreement as of 19 May 1992.
In February of 1993, the Issuer filed a Form 10 with the
Securities and Exchange Commission (the "SEC") in order to
register the shares of Common Stock issued pursuant to the
Reorganization Plan and to satisfy stock exchange listing
requirements. The Form 10 was declared effective by the SEC as
of 13 April 1993.
Recovery Fund holds a total of 967,900 shares of the
Issuer's Common Stock.
The funds for such acquisitions by Recovery Fund were
provided by monies invested as capital contributions in Recovery
Fund by its partners.
Item 4. Purpose of Transaction.
The purpose of the acquisition of bank debt and claims by
the Reporting Persons was to obtain new liquid securities in the
reorganized Issuer. As part of the confirmed Reorganization
Plan, Recovery Fund received a seat on the Board of Directors of
the Issuer. On 13 October 1992, Kim Z. Golden, Executive Vice
President of Recovery Associates, was elected as a director of
the Issuer. The Reporting Persons currently intend to hold such
securities for investment, but may, at some future time depending
on market conditions and other factors, acquire additional shares
of Common Stock or other securities of the Issuer convertible
into Common Stock (through one or more market purchases or
purchases in private transactions) or dispose of all or a portion
of the securities which the Reporting Persons now own or
hereafter may acquire.
Except as set forth above, none of the Reporting Persons
presently have any plans or proposals which relate to or would
result in any of the actions described in subparagraphs (a)
through (j) inclusive of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Recovery Fund held directly and of record
967,900 shares of Common Stock, representing approximately 20.1%
of the Issuer's outstanding Common Stock as of 31 October 1993.
Such determinations are based on representations of the
Issuer in the Issuer's Form 10-Q that 4,812,653 shares of Common
Stock were issued and outstanding as of 31 October 1993.
The Reporting Persons do not beneficially own any other
shares of Common Stock.
(b) Recovery Fund 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, Recovery Associates.
Accordingly, Recovery 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 by Recovery Fund.
(c) 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.
During the pendency of the Chapter 11 proceeding involving
the Issuer, the Reporting Persons entered into the Cost Sharing
Agreement with Re/Enterprise Partners and Marks Strategic
Investments with respect to the acquisition of bank debt of the
Issuer. A copy of the Cost Sharing Agreement is attached as
Exhibit B. The Cost Sharing Agreement has been fully performed
and is of no further force or effect. Accordingly, at the
present time there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the Reporting Persons
and between such persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement pursuant to
Rule 13d-1(f)(1)(iii)
Exhibit B - Cost Sharing Agreement among Recovery
Fund, Re/Enterprise Partners and Marks
Strategic Investments
<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.
T. ROWE PRICE RECOVERY FUND,
L.P.
By: T. Rowe Price Recovery
Associates, Inc.,
its General Partner
By: __________________________
Kim Z. Golden
Executive Vice President
Dated: 23 March 1994 T. ROWE PRICE RECOVERY
ASSOCIATES, INC.
By: __________________________
Kim Z. Golden
Executive Vice President
<PAGE>
EXHIBIT INDEX
Located At
Page
Exhibit A - Joint Filing Agreement pursuant to 10
Rule 13d-1(f)(1)(iii)
Exhibit B - Cost Sharing Agreement among 11
Recovery Fund, Re/Enterprise Associates
and Marks Strategic Investments
<PAGE>
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.
T. ROWE PRICE RECOVERY FUND,
L.P.
By: T. Rowe Price Recovery
Associates, Inc., its
General Partner
By: __________________________
Kim Z. Golden
Executive Vice President
Dated: 23 March 1994 T. ROWE PRICE RECOVERY
ASSOCIATES, INC.
By: __________________________
Kim Z. Golden
Executive Vice President
