UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CHROMCRAFT REVINGTON, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
171117-10-4
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(CUSIP Number)
CHRISTOPHER G. KARRAS, DECHERT
4000 BELL ATLANTIC TOWER, 1717 ARCH STREET, PHILADELPHIA, PA 19103
(215) 994-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 19, 2002
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(Date of Event which Requires Filing of this Statement on Schedule 13D)
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(e), 13d-1(f) or 13d-1(g), check the following box
/X/.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.
*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 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).
The Exhibit Index is located on page 13.
SCHEDULE 13D
CUSIP NO. 171117-10-4 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COURT SQUARE CAPITAL LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 0
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK
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OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
--------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 5,695,418 SHARES OF COMMON STOCK
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,695,418 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 171117-10-4 Page 3 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITICORP BANKING CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 0
--------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK
--------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
--------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 5,695,418 SHARES OF COMMON STOCK
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,695,418 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
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14 TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D
CUSIP NO. 171117-10-4 Page 4 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITICORP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 0
--------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK
--------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
--------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 5,695,418 SHARES OF COMMON STOCK
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,695,418 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
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14 TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D
CUSIP NO. 171117-10-4 Page 5 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIGROUP HOLDINGS COMPANY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 0
--------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK
--------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
--------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 5,695,418 SHARES OF COMMON STOCK
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,695,418 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
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14 TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D
CUSIP NO. 171117-10-4 Page 6 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIGROUP INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 0
--------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,695,918 SHARES OF COMMON STOCK*
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OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 5,695,918 SHARES OF COMMON STOCK*
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,695,918 SHARES OF COMMON STOCK*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
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14 TYPE OF REPORTING PERSON
HC
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* INCLUDES 500 SHARES THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY OTHER
SUBSIDIARIES OF CITIGROUP INC.
AMENDMENT NO. 3
TO SCHEDULE 13D
This Amendment No. 3 amends the indicated items of the statement on
Schedule 13D filed on January 18, 2001, relating to the Common Stock ("Common
Stock") of Chromcraft Revington, Inc., a Delaware corporation (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement on Schedule 13D is being filed by each of the following
persons pursuant to Rule 13(d)-(1)(f) promulgated by the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities and
Exchange Act of 1934 (the "Act"): (i) Court Square Capital Limited, a Delaware
corporation ("Court Square"), by virtue of its direct beneficial ownership of
Common Stock, (ii) Citicorp Banking Corporation, a Delaware corporation
("Citicorp Banking"), by virtue of its ownership of all the outstanding Common
Stock of Court Square, (iii) Citicorp, a Delaware corporation ("Citicorp"), by
virtue of its ownership of all of the outstanding common stock of Citicorp
Banking, (iv) Citigroup Holdings Company, a Delaware corporation ("Citigroup
Holdings"), by virtue of its ownership of all of the outstanding common stock of
Citicorp, and (v) Citigroup Inc. ("Citigroup"), a Delaware corporation, by
virtue of its ownership of all of the outstanding common stock of Citigroup
Holdings (collectively, the "Reporting Persons").
Attached as Schedule A is information concerning each executive officer and
director of each of Court Square and Citigroup, which is ultimately in control
of Court Square. Schedule A is incorporated into and made a part of this
Statement on Schedule 13D.
(b) The address of the principal business and principal office of each of
Court Square, Citicorp and Citigroup is 399 Park Avenue, New York, New York
10043. The address of the principal business and principal office of Citigroup
Holdings is One Rodney Square, Wilmington, Delaware 19899. The address of the
principal business and principal office of Citicorp Banking is One Penn's Way,
New Castle, Delaware 19720.
(c) Court Square's principal business is investing in leveraged buy-outs.
Citicorp Banking is a holding company principally engaged, through its
subsidiaries, in the general financial services business. Citicorp is a bank
holding company principally engaged, through its subsidiaries, in the general
financial services business. Citigroup Holdings is a holding company principally
engaged, through its subsidiaries, in the general financial services business.
Citigroup is a diversified holding company providing, through its subsidiaries,
a broad range of financial services to consumer and corporate customers
world-wide.
(d) During the last five years, none of the Reporting Persons nor, to the
knowledge of each Reporting Person, any of their respective officers, directors
or controlling persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, nor, to the
knowledge of each Reporting Person, any of their respective officers, directors
or controlling persons has 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 on finding any violation with respect to such laws.
(f) Each of Court Square, Citicorp, Citicorp Banking, Citigroup Holdings
and Citigroup is a Delaware corporation. Except as otherwise indicated on
Schedule A, to the knowledge of each Reporting Person, each executive officer
and director named in Schedule A to this Statement on Schedule 13D are citizens
of the United States.
ITEM 4. PURPOSE OF TRANSACTION.
(a) On January 10, 2002, Court Square accepted the Issuer's proposal to
purchase all of the 5,695,418 shares of Common Stock owned by Court Square for a
cash purchase price of $10.00 per share, plus a fee in cash of up to $.50 per
share (not to exceed $2,800,000 in the aggregate) (the "Proposal"). According to
the Proposal, 2,000,000 shares of Court Square's Common Stock would be purchased
by an employee stock ownership plan to be formed by the Issuer and 3,695,418
shares would be purchased by the Issuer.
Pursuant to the Proposal, on February 19, 2002, Court Square and the Issuer
executed a Stock Purchase Agreement pursuant to which Court Square agreed to
sell and the Issuer agreed to buy 3,695,418 shares of Common Stock owned by
Court Square on or before March 15, 2002, for a cash purchase price of $10.00
per share, plus a fee in cash of up to $.50 per share (not to exceed $2,800,000
in the aggregate) (the "Company Purchase Agreement"). On February 19, 2002 Court
Square and Great Bank Trust Company, in its capacity as trustee of the
Chromcraft Revington, Inc. Employee Stock Ownership Plan Trust (the "ESOP
Purchaser") executed a Stock Purchase Agreement pursuant to which Court Square
agreed to sell and the ESOP Purchaser agreed to buy 2,000,000 shares of Common
Stock owned by Court Square on or before March 15, 2002, for a cash purchase
price of $10.00 per share (the "ESOP Purchase Agreement" together, the Company
Purchase Agreement and the ESOP Purchase Agreement, the "Purchase Agreements").
A copy of the ESOP Purchase Agreement is attached as Exhibit 1 to this Schedule
13D. A copy of the Company Purchase Agreement is attached as Exhibit 2 to this
Schedule 13D. The consummation of the stock purchases by the Issuer and the ESOP
Purchaser is contingent upon the approval by the board of directors of the
Issuer, the satisfactory completion of a due diligence investigation by the ESOP
Purchaser, the receipt of a fairness opinion acceptable to the Issuer's board of
directors and the ESOP Purchaser, the procurement of bank financing on terms and
conditions acceptable to the Issuer and certain other conditions. The Purchase
Agreements may be terminated by either party if the stock purchases are not
consummated on or before March 15, 2002 or upon mutual agreement of the parties.
If the stock purchases are not consummated, Court Square may decide for any
reason or no reason in the future to (i) accept a new modified agreement
regarding the sale of its shares or (ii) purchase additional shares of Common
Stock publicly or privately from the Issuer or from third parties or dispose of
some or all of the shares of Common Stock it holds; however, Court Square can
give no assurances that it will take or refrain from taking any of the foregoing
actions.
(b)-(c) Not applicable.
(d) Upon consummation of the stock purchase by the Issuer pursuant to the
Company Stock Purchase Agreement, M. Saleem Muqaddam shall resign from the Board
of Directors of the Issuer.
(e) Consummation of the stock purchases pursuant to the Purchase Agreements
would result in the Issuer and the ESOP Purchaser acquiring approximately 59.0%
of the outstanding Common Stock.
(f)-(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this filing, Court Square beneficially owns 5,695,418
shares of Common Stock which represents 59.0% of all shares of common stock
outstanding. Percentages are based on the number of shares of Common Stock
issued and outstanding as of February 19, 2002.
(b) Court Square, Citicorp Banking, Citicorp, Citigroup Holdings and
Citigroup may be deemed to share the voting and dispositive power of the
5,695,418 shares of Common Stock owned by Court Square by virtue of, and this
form is being filed by Citicorp Banking, Citicorp, Citigroup Holdings and
Citigroup solely because of, Citicorp Banking's 100% ownership in Court Square,
Citicorp's 100% ownership interest in Citicorp Banking, Citigroup Holding's 100%
ownership interest in Citicorp and Citigroup's 100% interest in Citigroup
Holdings. Citigroup, through its direct and indirect subsidiaries, beneficially
owns 500 shares of Common Stock as to which shares it may be deemed to share the
voting and dispositive power.
(c) Neither the Reporting Persons nor, to the best knowledge of each
Reporting Person, any of the persons named in Schedule A to the Schedule 13D,
has effected a transaction in shares of Common Stock during the past 60 days
(excluding transactions that may have been effected by certain subsidiaries of
Citigroup for managed accounts with funds provided by third-party customers).
(d) No person other than Court Square has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock owned by Court Square.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Except as set forth in Item 4, to the best knowledge of the Reporting
Persons, no contracts, arrangements, understandings or relationships (legal or
otherwise) exist among the persons named in Item 2 or 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 such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - ESOP Purchase Agreement
Exhibit 2 - Company Purchase Agreement
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13D with respect to the undersigned is
true, complete and correct.
Dated: February 22, 2002
COURT SQUARE CAPITAL LIMITED
By:/s/Anthony P. Mirra
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Name: Anthony P. Mirra
Title: Vice President
CITICORP BANKING CORPORATION
By:/s/William Wolf
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Name: William Wolf
Title: Senior Vice President
CITICORP
By:/s/Joseph B. Wollard
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Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By:/s/Joseph B. Wollard
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Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP INC.
By:/s/Joseph B. Wollard
-----------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
SCHEDULE A
COURT SQUARE CAPITAL LIMITED
DIRECTORS
William T. Comfort
Anne Goodbody
David F. Thomas
OFFICERS TITLE
William T. Comfort Senior Vice President
Byron L. Knief Vice President
Michael T. Bradley Vice President
Charles E. Corpening Vice President
Michael A. Delaney Vice President*
Ian D. Highet Vice President
David Y. Howe Vice President
Richard E. Mayberry Vice President
Thomas F. McWilliams Vice President
Paul C. Schorr Vice President*
Joseph M. Silvestri Vice President
David F. Thomas Vice President
James A. Urry Vice President
John D. Weber Vice President
Lauren M. Connelly Vice President & Secretary
Michael S. Gollner Vice President
Anthony P. Mirra Vice President & Assistant Secretary
Darryl A. Johnson Assistant Vice President
* Denotes the functional title of Managing Director
SCHEDULE A
CITIGROUP INC.
OFFICERS TITLE
C. Michael Armstrong Director
Alain J.P. Belda Director (Brazil)
Kenneth J. Bialkin Director
Kenneth T. Derr Director
John M. Deutch Director
The Honorable
Gerald R. Ford Honorary Director
Alfredo Harp Director (Mexico)
Roberto Hernandez Director (Mexico)
Ann Dibble Jordan Director
Robert I. Lipp Director and Executive Officer
Reuben Mark Director
Michael T. Masin Director
Dudley C. Mecum Director
Richard D. Parsons Director
Andrall E. Pearson Director
Robert E. Rubin Director and Executive Officer
Franklin A. Thomas Director
Sanford I. Weill Director and Executive Officer
Arthur Zankel Director
Winfried F.W. Bischoff Executive Officer (United Kingdom
and Germany)
Michael A. Carpenter Executive Officer
Thomas Wade Jones Executive Officer
Deryck C. Maughan Executive Officer (United Kingdom)
Victor J. Menezes Executive Officer
Charles O. Prince, III Executive Officer
William R. Rhodes Executive Officer
Todd S. Thomson Executive Officer
Robert B. Willumstad Executive Officer
EXHIBIT INDEX
Exhibit No.
1. ESOP Purchase Agreement
2. Company Purchase Agreement
The undersigned hereby agree that:
(i) each of them is individually eligible to use the Schedule 13D
attached hereto;
(ii) the attached Schedule 13D is filed on behalf of each of them;
and
(iii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information therein concerning
him or itself; but none of them is responsible for the
completeness or accuracy of the information concerning the
other persons making the filing, unless he or it knows or has
reason to believe that such information is inaccurate.
CITIGROUP INC.
By:/s/Joseph B. Wollard
--------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By:/s/Joseph B. Wollard
--------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITICORP
By:/s/Joseph B. Wollard
--------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITICORP BANKING CORPORATION
By:/s/William Wolf
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Name: William Wolf
Title: Senior Vice President
COURT SQUARE CAPITAL LIMITED
By:/s/Anthony P. Mirra
--------------------------------------
Name: Anthony P. Mirra
Title: Vice President