-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WRcTWbfFXDEos/VSjobc7K8gPrDBTxkOMZXKJN0xv3e0ofMc5+Ud6YxwnZ7QcoY9 4lgmO+80EzP5Gzq/HpTDow== 0001068590-02-000048.txt : 20020413 0001068590-02-000048.hdr.sgml : 20020413 ACCESSION NUMBER: 0001068590-02-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020118 GROUP MEMBERS: CITICORP GROUP MEMBERS: CITICORP BANKING CORPORATION GROUP MEMBERS: CITIGROUP HOLDINGS COMPANY GROUP MEMBERS: CITIGROUP INC. GROUP MEMBERS: COURT SQUARE CAPITAL LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHROMCRAFT REVINGTON INC CENTRAL INDEX KEY: 0000884130 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 351848094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42371 FILM NUMBER: 2512730 BUSINESS ADDRESS: STREET 1: 1100 N WASHINGTON ST CITY: DELPHI STATE: IN ZIP: 46923 BUSINESS PHONE: 7655643500 MAIL ADDRESS: STREET 1: 1100 N WASHINGTON ST CITY: DELPHI STATE: IN ZIP: 46923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 SC 13D/A 1 chrom13d-a.txt CHROMCRAFT REVINGTON SC13D/A 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. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 171117-10-4 ------------------------------------ (CUSIP Number) CHRISTOPHER G. KARRAS, DECHERT 4000 BELL ATLANTIC TOWER, 1717 ARCH STREET, PHILADELPHIA, PA 19103 (215) 994-4000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 10, 2002 - ------------------------------------------------------------------------------- (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 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COURT SQUARE CAPITAL LIMITED - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 3 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP BANKING CORPORATION - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 4 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 5 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP HOLDINGS COMPANY - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 6 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP INC. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 5,695,918 SHARES OF COMMON STOCK* -------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------- 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* - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- * INCLUDES 500 SHARES THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY OTHER SUBSIDIARIES OF CITIGROUP INC. AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 amends the indicated items of the statement on Schedule 13D filed on July 27, 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 (the "ESOP") and 3,695,418 shares would be purchased by the Issuer. A copy of the Proposal as accepted by Court Square is attached as Exhibit 1 to this Schedule 13D. The consummation of the Proposal is contingent upon the approval by the board of directors of the Issuer and the trustee of the ESOP, the receipt of a fairness opinion acceptable to the Issuer's board of directors and the ESOP trustee, the execution of definitive stock purchase agreements and the procurement of bank financing on terms and conditions acceptable to the Issuer. If the Proposal is not consummated, Court Square may decide for any reason or no reason in the future to (i) accept a new modified proposal 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)-(d) Not applicable. (e) Consummation of the Proposal would result in the Issuer and the ESOP acquiring approximately 59.1% 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 59.1% of all shares of common stock outstanding. Percentages are based on the number of shares of Common Stock issued and outstanding as of January 9, 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 - Proposal Letter 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: January 18, 2002 COURT SQUARE CAPITAL LIMITED By: /s/ Anthony P. Mirra ------------------------------- Name: Anthony P. Mirra Title: Assistant Vice President CITICORP BANKING CORPORATION By: /s/ William Wolf ------------------------------- Name: William Wolf Title: Senior Vice President CITICORP 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 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 Dribble 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 Winifred 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. Proposal Letter. 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 -------------------------------------- Name: William Wolf Title: Senior Vice President COURT SQUARE CAPITAL LIMITED By: /s/ Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Assistant Vice President EX-99 3 exhibit.txt EXHIBIT 1 - PROPOSAL LETTER Exhibit 1 [Logo of CHROMCRAFT REVINGTON, INC.] 1100 N. Washington Street P.O. Box 238 Delphi, Indiana 46923-0238 Phone 765-564-3500 Fax 765-564-6673 January 10, 2002 Court Square Capital Limited 399 Park Avenue New York, New York 10043 Gentlemen: This letter sets forth a proposal of Chromcraft Revington, Inc. (the "Company") under which the Company and an employee stock ownership plan to be formed by the Company (the "ESOP") would collectively propose to purchase all of the 5,695,418 shares of common stock of the Company (representing 59.1% of the outstanding shares) owned by Court Square Capital Limited ("Court Square") for a cash purchase price of $10.00 per share, or a total purchase price of $56,954.180. The purchase of Court Square's shares would be structured as follows: 2,000,000 shares to be purchased by the ESOP x $10.00 = $ 20,000,000 3,695,418 shares to be repurchased by the Company x $10.00 = 36,954,180 ---------- Total $ 56,954,180 In addition, the Company would pay Court Square or its designees a fee, in cash, of up to 50 cents per share (not to exceed $2,800,000 in the aggregate) at the closing of the purchase of Court Square's shares of common stock of the Company. The Company has obtained an indication from National City Bank that the bank is interested in providing the financing for the transactions described in this letter. In this regard, we have attached a letter dated December 20, 2001 from National City Bank. If this proposal is acceptable to Court Square, the Company will proceed promptly to form the ESOP and to finalize the necessary bank financing, and the Company and the ESOP will promptly begin the preparation of the necessary stock purchase agreements. These agreements would contain the limited representations, warranties, covenants and other provisions that are customary for transactions of this type. The purchase of Court Square's shares of common stock of the Company would be subject to the approval by the board of directors of the Company and the trustee of the ESOP, the receipt of a fairness opinion acceptable to the board of directors of the Company and the ESOP trustee and the procurement of bank financing on terms and conditions acceptable to the Company. Except as set forth in the next paragraph, no binding agreement, commitment or other legal obligation of the Company, the ESOP or Court Square will exist or arise with respect to the purchase or sale of Court Square's shares of common stock of the Company or any other matters described in this letter by any means other than definitive written stock purchase agreements executed and delivered by the parties thereto. January 10, 2002 Page 2 Upon its execution of the letter, Court Square agrees that it will cause its officers, employees, advisors, representatives, agents and affiliates to keep this letter and the terms hereof confidential and that it will not and will cause its officers, employees, advisors, representatives, agents and affiliates not to disclose this letter and the terms hereof to any third party (other than its officers, employees, advisors, representatives and agents on a need-to-know basis) without the prior written consent of the Company, unless Court Square reasonably determines that such disclosure is required by applicable law. Upon its execution of this letter, the Company agrees that it will pay the reasonable fees and expenses of Court Square's legal counsel relating to the transactions described in this letter, up to $100,000 in the aggregate, regardless of whether such transactions are ultimately consummated. This letter will be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provisions, principles or rules that would cause the application of any laws of any jurisdiction other than the State of Delaware. The Company reserves the right to withdraw this proposal at any time prior to its acceptance by Court Square below. If this letter is acceptable to you, please so confirm by singing and returning to us the extra enclosed copy of this letter. Very truly yours, CHROMCRAFT REVINGTON, INC. By: /s/ Michael E. Thomas -------------------------------- Michael E. Thomas, President Accepted this ____ day of January, 2002: COURT SQUARE CAPITAL LIMITED By: /s/ Michael T. Bradley --------------------------- Name: Michael T. Bradley --------------------------- Title: Vice President --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----