UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Seaman Furniture Company, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
812163103
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(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)
August 13, 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.
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 & Co. 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
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 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. 6 amends and supplements 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"),
M.D. Sass Associates, Inc., a Delaware corporation ("Associates"), M.D. Sass
Parallax Partners, L.P., a Delaware limited partnership ("Parallax"), M.D. Sass
GPU Inc., a Delaware corporation ("GPU"), 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, Associates, Parallax,
GPU, SAEPS, M.D. Sass Re/Enterprise International, Ltd., a British Virgin
Islands Corporation ("International"), M.D. Sass Management, Inc., a Delaware
corporation ("Management"), and the J.B. Rubin & Co. Defined Contribution Plan,
a trust (the "Rubin Plan"), Amendment No. 2 to Schedule 13D filed on January 12,
1996 by Re/Enterprise, Associates, Parallax, GPU, SAEPS, International,
Management, M.D. Sass Investors Services, Inc., a Delaware corporation
("Investors"), Corporate Renaissance Group, Inc. ("CREN") and the Rubin Plan,
Amendment No. 3 to Schedule 13D filed on April 17, 1996 by Re/Enterprise,
Associates, Parallax, GPU, SAEPS, International, Management, Investors, CREN and
the Rubin Plan, and Amendment No. 4 to Schedule 13D filed on October 3, 1996, by
Re/Enterprise, Associates, Parallax, GPU, SAEPS, International, Management,
Investors, CREN and the Rubin Plan, and Amendment No. 5 to Schedule 13D filed on
July 15, 1997, by Re/Enterprise, Associates, Parallax, GPU, SAEPS,
International, 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D Report and Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, and Amendment No. 5 is hereby restated in its
entirety to read as follows:
The Reporting Persons, together with T. Rowe Price Associates Inc. and
affiliated entities, Carl Marks Management Company, L.P. and affiliated entities
(collectively, the "Participating Funds"), and members of senior management of
the Company including Alan Rosenberg, Steven Halper and Peter McGeough (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. The proposal was 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.
The Reporting Persons together with the Participating Funds have formed SFC
Merger Company, a Delaware corporation ("Newco"), solely for the purpose of
acquiring approximately 20% of the Company's outstanding Common Stock not
already owned by the foregoing persons (the "Public Stock"), and have caused
Newco, as its sole stockholders, to enter into a definitive merger agreement on
August 13, 1997, to purchase, through a one-step merger transaction, the Public
Stock for $25.05 per share. Consummation of the transaction is subject to
certain conditions, including among other things, obtaining acceptable
financing.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D Report, Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, and Amendment No. 5 has not been amended and
is hereby restated to read in its entirety as follows:
(a) Re/Enterprise, Parallax, SAEPS, 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 July 8, 1997.
Such determinations are based on representations of the Issuer 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, Associates, as the general
partner of Re/Enterprise, may be deemed to own beneficially the 1,360,865 shares
of Common Stock held by Re/Enterprise.
Of the aggregate amount held by Parallax, GPU., as the sole general partner
of Parallax, may be deemed to own beneficially the 34,916 shares of Common Stock
held by Parallax.
Of the aggregate amount held by International, Management, as the
investment manager of International, may be deemed to own beneficially the
157,231 shares of Common Stock held by 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.
By reason of the Merger Agreement, 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
T. Rowe Price Associates, Inc.
And Affiliates 967,900 Shares
Carl Marks Management Company, L.P.
And Affiliates 938,050 Shares
Participating Executives
(including shares subject to stock options) 705,752 Shares
(b) (i) Re/Enterprise 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,
Associates. Accordingly, 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.
(ii) Parallax 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.
Accordingly, GPU 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.
(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) 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,
Management. Accordingly, 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 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, Associates, GPU,
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) By reason of the Merger Agreement, 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
Item 6 of the Schedule 13D Report and Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4 and Amendment No. 5 is hereby amended to read
as follows:
Pursuant to a letter agreement, certain of the Reporting Persons, together
with the Participating Funds and the Participating Executives, have retained
Wheat First Securities, Inc. as financial advisor in connection with the merger
transaction described in Item 4.
The response to Item 4 is incorporated herein by this reference.
The Reporting Persons together with the Participating Funds, as the sole
stockholders of Newco, have caused Newco to enter into a definitive merger
agreement with the Company in connection with the transaction described in Item
4.
The merger contained in Item 4 is qualified in its entirety by reference to
the Agreement and Plan of Merger by and between the Company and SFC Merger
Company, dated August 13, 1997, a copy of which is filed as Exhibit 2.1 to the
Form 8-K filed by the Company on August 14, 1997, and incorporated herein by
reference.
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 August 14, 1997.
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 & CO. 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 & CO. DEFINED CONTRIBUTION PLAN
By: /s/ James B. Rubin
- --------------------------------------
James B. Rubin
Trustee
