UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SIGNET GROUP PLC
(Name of Issuer)
ORDINARY SHARES OF 0.5p
(Title of Class of Securities)
82668L104
(CUSIP Number)
Fred M. Stone, Senior Vice President and General Counsel
M.D. Sass Investors Services, Inc.
1185 Avenue of the Americas, 18th Floor, New York, NY 10036
Telephone 212-730-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 29, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin D. Sass
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
96,235,043
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
96,235,043 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,235,043 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.75%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James B. Rubin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
100,544,430
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
100,544,430 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,544,430 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.00%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
21,507,820
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
21,507,820 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,507,820 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.30%
14 TYPE OF REPORTING PERSON*
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Investors Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
76,238,350
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
76,238,350 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,238,350 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.55%
14 TYPE OF REPORTING PERSON*
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Re/Enterprise Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
17,079,541
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
17,079,541 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,079,541 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.02%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Re/Enterprise-II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
4,428,279
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
4,428,279 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,428,279 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.26%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 82668L104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc. Employee Profit Sharing Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
989,407
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
989,407 (See Items 2, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,407 (See Items 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
14 TYPE OF REPORTING PERSON*
EP
<PAGE>
Item 1. Security and Issuer
This Amendment No. 1 amends the Schedule 13D filed on August 11, 1997 (the
"Schedule 13D Report") by Martin D. Sass ("Sass"); James B. Rubin ("Rubin");
M.D. Sass Associates, Inc., a Delaware corporation ("Associates"); M.D. Sass
Investors Services, Inc., a Delaware corporation ("Investors"); M.D. Sass
Re/Enterprise Partners, L.P., a Delaware limited partnership ("Re/Enterprise");
M.D. Sass Re/Enterprise-II, L.P., a Delaware limited partnership ("Re/Enterprise
II"); and M.D. Sass Associates, Inc. Employee Profit Sharing Plan ("Profit
Sharing Plan") as the Reporting Persons named therein relating to the Ordinary
Shares of 0.5p (the "Shares") of Signet Group plc, a corporation organized under
the laws of England (the "Issuer"). The principal executive offices of the
Issuer are located at Zenith House, The Hyde, London NW9, England.
Item 2. Identity and Background
(a)-(c), (f). This statement is being filed by the following persons (each
a "Reporting Person" and collectively the "Reporting Persons"): Sass, Rubin,
Associates, Investors, Re/Enterprise, Re/Enterprise II, and Profit Sharing Plan.
The Reporting Persons have entered into a Joint Filing Agreement, dated as
of July 21, 1997, a copy of which is attached as Exhibit A hereto, pursuant to
which each Reporting Person has agreed to the joint filing of the Schedule 13D,
including any amendments thereto.
Associates and Investors are investment advisers registered under Section
203 of the Investment Advisers Act of 1940.
Re/Enterprise and Re/Enterprise II are 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. Associates is the managing general partner, and Investors is a
general partner of Re/Enterprise. Investors is the managing general partner,
and Associates is the general partner of Re/Enterprise II.
Investors also acts as investment adviser to a number of third party
employee benefit or retirement plans, which are subject to the Employee
Retirement Income Security Act of 1974. Two of these plans (the "ERISA Plans")
do, and other plans may from time to time, hold securities of the Issuer.
The Profit Sharing Plan is a trust organized to administer the employee
profit sharing plan of Associates. The Profit Sharing Plan is administered by a
Board of Trustees, which includes Sass.
The principal business address of Sass, Associates, Investors,
Re/Enterprise, Re/Enterprise II, and Profit Sharing Plan is c/o M.D. Sass
Investors Services, Inc., 1185 Avenue of the Americas, 18th Floor, New York, New
York 10036.
The principal business address of Rubin is c/o Resurgence Asset Management,
L.L.C., 10 New King Street, White Plains, New York 10604.
<PAGE>
Pursuant to Rule 13d-3, Shares held by M.D. Sass Re/Enterprise
International, Ltd., a corporation organized under the laws of the British
Virgin Islands ("Re/Enterprise International"), are being included in this
statement as being beneficially owned by Sass. Sass is the controlling
stockholder of M.D. Sass Management, Inc., a Delaware corporation
("Management"). Management is an investment adviser registered under Section
203 of the Investments Advisers Act of 1940 and acts as the investment manager
for Re/Enterprise International. Re/Enterprise International's principal
business address is located at the Citco Building, Wickhams Cay, P.O. Box 662,
Road Town, Tortola, British Virgin Islands. Sass Management's principal
business address is located at 1185 Avenue of the Americas, New York, New York
10036.
Pursuant to Rule 13d-3, Shares held by M.D. Sass Parallax Partners, L.P., a
Delaware limited partnership ("Parallax") are being included in this statement
as being beneficially owned by Sass. Sass is the controlling shareholder of MDS
GPU, L.L.C., a New York Limited Liability Company ("GPU"). GPU is the general
partner of Parallax. Parallax was 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. The principal business address of each of Parallax and GPU is c/o
M.D. Sass Associates, 1185 Avenue of the Americas, New York, New York 10036.
Pursuant to Rule 13d-3, Shares held by Corporate Renaissance Group, Inc., a
Delaware corporation ("Corporate Renaissance"), are being included in this
statement as being beneficially owned by Investors. Corporate Renaissance,
which has elected to be treated as a business development company under the
Investment Company Act of 1940, as amended, was 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. Investors acts as the investment manager for Corporate Renaissance.
The principal business address of Corporate Renaissance is c/o M.D. Sass
Investors Services, Inc., 1185 Avenue of the Americas, New York, New York 10036.
The executive officers and directors of Associates and Investors are:
Martin D. Sass, President and Chairman of the Board of Associates and
Investors
Hugh R. Lamle, Executive Vice President of Associates and Investors,
Director of Investors
Martin E. Winter, Senior Vice President, Chief Financial Officer and
Treasurer of Associates and
Investors, Director of Associates and Investors
Fred M. Stone, Senior Vice President, General Counsel and Secretary of
Associates and Investors
In the case of Mr. Sass, and each other person listed above, pursuant to
General Instruction C, their positions above constitute their principal
occupation and employment, and their business address is c/o M.D. Sass
Associates, Inc., 1185 Avenue of the Americas, New York, New York 10036. Each is
citizen of the United States.
(d) and (e). During the last five years, none of the Reporting Persons
and, to the best knowledge of the Reporting Persons, none of the Related Persons
has (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
The funds for the acquisition by CREN were provided by monies invested as
capital contributions by their respective partners or shareholders. The funds
for acquisitions by the ERISA Plans was provided by monies invested by or
contributed on behalf of the employee participants in such plans.
Share amounts and prices of all purchases and sales of the Shares since
August 11, 1997, are set forth on Exhibit B attached hereto.
Item 4. Purpose of Transaction
On March 29, 1999, the Reporting Persons submitted a requisition (attached
as Exhibit C) to the Company. The Reporting Persons may have discussions with
the Company's directors, management and other shareholders, and may take other
steps in connection with the subject matter of the requisition, including
soliciting the votes of other shareholders.
Item 5. Interest in Securities of the Issuer
(a) Re/Enterprise holds 17,079,541 Shares, constituting 1.02% of the total
outstanding Shares.
Re/Enterprise II holds 4,428,279 Shares, constituting 0.26% of the total
outstanding Shares.
Re/Enterprise International holds 13,349,940 Shares, constituting 0.80%
of the total outstanding Shares.
Profit Sharing Plan holds 989,407 Shares, constituting 0.06% of the total
outstanding Shares.
The ERISA Plans hold 53,197,530 Shares, constituting 3.18% of the total
outstanding Shares.
Corporate Renaissance holds 1,533,000 Shares, constituting 0.09% of the
total outstanding Shares.
Parallax holds 5,657,346 Shares, constituting 0.34% of the total
outstanding Shares.
Rubin holds approximately 4,309,387 Shares (including family
accounts), constituting 0.26% of the total outstanding Ordinary Shares.
Associates, as a general partner of Re/Enterprise and Re/Enterprise II, may
be deemed to beneficially own an aggregate of 21,507,820 Shares, constituting
1.28% of the total outstanding Shares.
Investors, as a general partner of Re/Enterprise and Re/Enterprise II, as
investment manager to Corporate Renaissance, and as investment advisor to the
ERISA Plans, may be deemed to beneficially own an aggregate of 76,238,350
Shares, constituting 4.55% of the total outstanding Shares.
Sass, by virtue of his controlling interest in each of Associates,
Investors, Management and GPU, and as trustee of the Profit Sharing Plan, may be
deemed to beneficially own an aggregate of 96,235,043 Shares, constituting 5.75%
of the total outstanding Shares.
Rubin, by virtue of his position as portfolio manager to Parallax,
Re/Enterprise, Re/Enterprise II, Re/Enterprise International, Corporate
Renaissance, the ERISA Plans, and the Profit Sharing Plan, may be deemed to
beneficially own 100,544,430 Shares (which includes 4,309,387 Shares owned by
family accounts), constituting 6.00% of the total outstanding Shares.
<PAGE>
This percentage is based on 1,674,842,749 Shares that were outstanding as
of August 1, 1998, as reported in the Issuer's Form 6-K for the month August
1998.
(b) Re/Enterprise has the sole power to vote or direct the vote of the
Shares of which it is beneficial owner, which power is exercised through its
managing general partner, Associates. Associates, Investors, and Sass, by
virtue of their positions as general partners or officers of the general
partners or, in the case of Rubin, as portfolio manager to Re/Enterprise, may be
deemed to share such voting power with Re/Enterprise.
Re/Enterprise II has the sole power to vote or direct the vote of the
Ordinary Shares of which it is a beneficial owner, which power is exercised
through its managing general partner, Investors. Associates, Investors, and
Sass, by virtue of their positions as general partners or officers of the
general partners or, in the case of Rubin, as portfolio manager to Re/Enterprise
II, may be deemed to share such voting power with Re/Enterprise II.
International has the sole power to vote or direct the vote of the Shares
of which it is beneficial owner, which power is exercised through its investment
manager, Management. Management, by virtue of its position as investment
manager, and Sass and Rubin, by virtue of their positions, may be deemed to
share such voting power with International.
The Profit Sharing Plan has the sole power to vote or direct the vote of
the Shares of which it is beneficial owner, which power is exercised through its
Board of Trustees. Sass, by virtue of his position as trustee, and Rubin, by
virtue of his position as portfolio manager to the Profit Sharing Plan, may be
deemed to share such voting power with the Profit Sharing Plan.
The ERISA Plans have the sole power to vote or direct the vote of the
Shares that they hold, which power is exercised through their investment
adviser, Investors. Investors, by virtue of its position as investment adviser,
and Sass and Rubin, by virtue of their positions, may be deemed to share such
voting power with the ERISA Plans.
Corporate Renaissance has the sole power to vote or direct the vote of the
Shares that it holds, which power is exercised through its investment manager,
Investors. Investors, by virtue of its position as investment manager, and Sass
and Rubin, by virtue of their positions, may be deemed to share such voting
power with Corporate Renaissance.
Parallax has the sole power to vote or direct the vote of the Shares of
which it is beneficial owner, which power is exercised through its managing
general partner, GPU. Sass and Rubin, by virtue of their positions, may be
deemed to share such voting power with Parallax.
Pursuant to Rule 13d-4, Sass, Rubin, Associates, Investors, the Profit
Sharing Plan, Re/Enterprise and Re/Enterprise II, on behalf of themselves and
their affiliates, disclaim beneficial ownership of the Shares held or managed
for the accounts of others, and the filing of this statement 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 Section 13 of the Securities Exchange Act of
1934, the beneficial owner of any such Shares.
<PAGE>
(c) A schedule of each transaction in the Stock by the persons described
above since August 11, 1997, is attached as Exhibit B.
(d) No person other than those named in Item 2 is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Agreement
Exhibit B Schedule of Purchases and Sales
Exhibit C Requisition
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 29, 1999
/s/ Martin D. Sass
__________________________________
Martin D. Sass
/s/ James B. Rubin
__________________________________
James B. Rubin
M.D. SASS ASSOCIATES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS INVESTORS SERVICES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
By: M.D. Sass Associates, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE-II, L.P.
By: M.D. Sass Investors, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS ASSOCIATES, INC. EMPLOYEE
PROFIT SHARING PLAN
By: /s/ Martin D. Sass
__________________________________
Name: Martin D. Sass
Title: Trustee
<PAGE>
Exhibit Index
Exhibit A -- Joint Filing Agreement
Exhibit B -- Schedule of Transactions
Exhibit C -- Requisition
<PAGE>
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the Ordinary Shares of 0.5p of Signet Group plc, a corporation
organized under the laws of England, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(f)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
Dated: July 21, 1997
Signatures
/s/ Martin D. Sass
__________________________________
Martin D. Sass
/s/ James B. Rubin
__________________________________
James B. Rubin
M.D. SASS ASSOCIATES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS INVESTORS SERVICES, INC.
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
By: M.D. Sass Associates, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS RE/ENTERPRISE-II, L.P.
By: M.D. Sass Investors, Inc., as
Managing General Partner
By: /s/ Fred M. Stone
__________________________________
Name: Fred M. Stone
Title: Senior Vice President
M.D. SASS ASSOCIATES, INC. EMPLOYEE
PROFIT SHARING PLAN
By: /s/ Martin D. Sass
__________________________________
Name: Martin D. Sass
Title: Trustee
<PAGE>
EXHIBIT B
Schedule of Transactions
SIGNET ORDINARY 5P
TRADING ACTIVITY 8/11/97 to 3/29/99
(ALL OF THE FOLLOWING TRADES WERE EXECUTED
ON THE LONDON STOCK EXCHANGE)
<TABLE>
<S> <C> <C> <C> <C>
Entity Type Trade Date Price Units
(in British
Pounds
Sterling)
- ------------------------------------------------------------
Corp. Ren. PURCHASE 18-Dec-97 0.2900 1,533,000
__________
Ending Bal 1,533,000
Re / Ent SALE 15-Oct-97 0.3303 (53,500)
Re / Ent SALE 16-Oct-97 0.3275 (2,300,000)
Re / Ent SALE 17-Oct-97 0.3275 (104,000)
Re / Ent SALE 20-Oct-97 0.3200 (750,000)
Re / Ent SALE 22-Oct-97 0.3200 (500,000)
Re / Ent SALE 23-Oct-97 0.3200 (25,000)
Re / Ent SALE 27-Oct-97 0.3200 (100,000)
Re / Ent SALE 18-Dec-97 0.2900 (4,093,000)
Re / Ent SALE 05-May-98 0.4300 (22,516,615)
__________
Ending Bal 17,079,541
Re/Ent Int'l SALE 05-May-98 0.4300 (19,378,513)
Re/Ent Int'l SALE 30-Oct-98 0.3150 (5,000,000)
Re/Ent Int'l SALE 30-Oct-98 0.3150 (3,682,000)
Re/Ent Int'l SALE 16-Mar-99 0.4750 (4,146,106)
__________
Ending Bal 13,349,940
Re/Ent II SALE 05-May-98 0.4300 (2,803,221)
__________
Ending Bal 4,428,279
Erisa
Plan 1 SALE 05-May-98 0.4300 (2,562,731)
__________
Ending Bal 46,955,530
Erisa
Plan 2 PURCHASE 18-Dec-97 0.2900 2,560,000
Erisa
Plan 2 PURCHASE 30-Oct-98 0.3150 3,682,000
__________
Ending Bal 6,242,000
Parallax SALE 16-Mar-99 0.4750 (1,853,894)
__________
Ending Bal 5,657,346
Profit
Sharing SALE 05-May-98 0.4300 (238,920)
__________
Ending Bal 989,407
</TABLE>
<PAGE>
EXHIBIT C
N.C.B. Trust 336 Strand
Limited London WC2R 1HB
26 March, 1999
Signet Plc
Zenith House
The Hyde
London
NW9 6EW
Attention: The Board of Directors and Secretary
Dear Sirs,
REQUISITION OF RESOLUTION AT NEXT ANNUAL GENERAL MEETING
Of Signet Group plc (the "Company")
(Incorporated and Registered in England No. 477692)
The undersigned shareholder in the Company (together with all other shareholders
signing a copy of this requisition, the "requisitioning shareholders") hereby
requisition the Company to give to members of the Company notice of the
following ordinary resolutions which the requisitioning shareholders intend to
move at that Meeting.
1. Sale of part of the Company's assets and business
THAT the directors of the Company be, and they are hereby, directed and
authorised to take all steps on behalf of the Company as shall be necessary or
desirable in order to procure the listing of not less than twenty per cent of
the Company's equity stake in its United States operations on a recognised stock
exchange in the United States or NASDAQ, and the sale of such listed shares by
way of an initial public offering, such listing and sale to take place as soon
as practicable, subject only to:
(a) professional advice that a delay would result in a substantially increased
price, in which event the directors may delay such sale for a period of no more
than six months; or
(b) a prior sale of its United States operations on terms which the Company's
professional advisers advise in writing, with reasons, are at least as
favourable as the Company would have obtained on an initial public offering.
2. Shareholder statement
THAT the costs and expenses of the Company or of the requisitioning shareholders
connected with (a) the giving of notice of resolution 1 above and of this
resolution 2, and (b) the circulation of any statements with respect to
resolution 1 above to members of the Company, pursuant to section 376 Companies
Act 1985, be borne by the Company and, where such costs and expenses have been
met by the requisitioning shareholders, reimbursed to the requisitioning
shareholders.
This requisition is dated 26th March, 1999.
Yours faithfully,
- ----------------------------
Authorised signatory / Director
____________________________
Authorised signatory
For and on behalf of
NCB Trust Limited
