-----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, EgsRc19oPR2wuemwCP+akQ5GNh7K5lw6LaaKkJ9QCRs5+2kfNySHMn07w+62ij1C VoUvFEUbnazhv//jcmFtRw== 0000905870-98-000010.txt : 19980630 0000905870-98-000010.hdr.sgml : 19980630 ACCESSION NUMBER: 0000905870-98-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980629 SROS: NONE GROUP MEMBERS: HANS J. KLAUSSNER GROUP MEMBERS: KLAUSSNER CORPORATION GROUP MEMBERS: KLAUSSNER ENTERPRISES, INC. GROUP MEMBERS: KLAUSSNER FURNITURE INDUSTRIES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JENNIFER CONVERTIBLES INC CENTRAL INDEX KEY: 0000806817 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 112824646 STATE OF INCORPORATION: DE FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40090 FILM NUMBER: 98655893 BUSINESS ADDRESS: STREET 1: 419 CROSSWAYS PK DR CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5164961900 MAIL ADDRESS: STREET 1: 419 CROSSWAYS PARK DR STREET 2: 419 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLAUSSNER FURNITURE INDUSTRIES INC CENTRAL INDEX KEY: 0001010701 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 561264300 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LOWALLEN STREET CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 9106256174 MAIL ADDRESS: STREET 1: 405 LOWALLEN STREET CITY: ASHEBORO STATE: NC ZIP: 27203 SC 13D/A 1 AMENDMENT NO. 2 TO 3/18/96 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) JENNIFER CONVERTIBLES, INC. (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 476153101 (CUSIP Number) Robert C. Shaffner, Senior Vice President Klaussner Furniture Industries, Inc. 405 Lewallen Street Asheboro, North Carolina 27203 336-625-6174 ----------------------------------------------------------------- June 22, 1998 (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 Schedule13D, 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:____. CUSIP No. 476153101 SCHEDULE 13D 1) Name of Reporting Person SS or I.R.S. Identification No. of Above Person The group ("Group") is formed by each of the reporting persons filing additional copies of this second part of the cover page of Schedule 13D. 2) Check the Appropriate Box if a Member of a Group (a) X (b) 3) SEC Use Only 4) Source of Funds WC 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) ------ 6) Citizenship or Place of Organization Hans J. Klaussner is a citizen of Germany. All nonnatural reporting persons are organized under the laws of Delaware or North Carolina. Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 8) Shared Voting Power 2 CUSIP No. 476153101 SCHEDULE 13D 9) Sole Dispositive Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ------- 13) Percent of Class Represented by Amount in Row (11) 19.9% (subject to conversion of convertible preferred stock) See Item 5. 14) Type of Reporting Person This Schedule 13D is being filed jointly by the members of the Group. 3 CUSIP No. 476153101 SCHEDULE 13D 1) Name of Reporting Person SS or I.R.S. Identification No. of Above Person Hans J. Klaussner 2) Check the Appropriate Box if a Member of a Group (a) X (b) 3) SEC Use Only 4) Source of Funds WC 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) ------ 6) Citizenship or Place of Organization Germany Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 8) Shared Voting Power 9) Sole Dispositive Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 10) Shared Dispositive Power 4 CUSIP No. 476153101 SCHEDULE 13D 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ------- 13) Percent of Class Represented by Amount in Row (11) 19.9% (subject to conversion of convertible preferred stock) See Item 5. 14) Type of Reporting Person IN 5 CUSIP No. 476153101 SCHEDULE 13D 1) Name of Reporting Person SS or I.R.S. Identification No. of Above Person Klaussner Corporation 2) Check the Appropriate Box if a Member of a Group (a) X (b) 3) SEC Use Only 4) Source of Funds WC 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 8) Shared Voting Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 9) Sole Dispositive Power 6 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ------- 13) Percent of Class Represented by Amount in Row (11) 19.9% (subject to conversion of convertible preferred stock) See Item 5. 14) Type of Reporting Person CO 7 CUSIP No. 476153101 SCHEDULE 13D 1) Name of Reporting Person SS or I.R.S. Identification No. of Above Person Klaussner Enterprises, Inc. 2) Check the Appropriate Box if a Member of a Group (a) X (b) 3) SEC Use Only 4) Source of Funds WC 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 8) Shared Voting Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 9) Sole Dispositive Power 8 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ------- 13) Percent of Class Represented by Amount in Row (11) 19.9% (subject to conversion of convertible preferred stock) See Item 5. 14) Type of Reporting Person CO 9 CUSIP No. 476153101 SCHEDULE 13D 1) Name of Reporting Person SS or I.R.S. Identification No. of Above Person Klaussner Furniture Industries, Inc. 2) Check the Appropriate Box if a Member of a Group (a) X (b) 3) SEC Use Only 4) Source of Funds WC 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) ------ 6) Citizenship or Place of Organization North Carolina Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 8) Shared Voting Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 9) Sole Dispositive Power 10 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of See Item 5. convertible preferred stock) 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ------- 13) Percent of Class Represented by Amount in Row (11) 19.9% (subject to conversion of convertibl preferred stock) See Item 5. 14) Type of Reporting Person CO 11 CUSIP No. 476153101 SCHEDULE 13D Item 1. Securities of Issuer. No change. Item 2. Identity and Background. No change. Item 3. Source and Amount of funds or Other Consideration. No change. Item 4. Purpose of Transaction. No change. Item 5. Interest in Securities of the Issuer. As reported previously, 1,085,623 shares of Jennifer Convertibles Common Stock were pledged to Klaussner Furniture Industries, Inc. ("KFI") on March 6, 1996, pursuant to various Stock Pledge Agreements (the "Pledged Shares"). Item 5 is amended to report that the obligations secured by the Pledged Shares have been paid and satisfied in full and that KFI's security interests in the Pledged Shares have terminated. Item 5 is further amended to report that J.B. Davis is currently the beneficial owner of 13,000 shares of Jennifer Convertibles Common Stock, which represents less than 1% of the outstanding Common Stock of Jennifer Convertibles. Mr. Davis continues to have sole voting and investment power with respect to the shares owned directly by him. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Agreement of Joint Filing 12 CUSIP No. 476153101 SCHEDULE 13D SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 25, 1998 /s/Hans J. Klaussner Hans J. Klaussner KLAUSSNER CORPORATION By: /s/ Robert C. Shaffner Robert C. Shaffner, Vice President KLAUSSNER ENTERPRISES, INC. By: /s/ Robert C. Shaffner Robert C. Shaffner, Vice President KLAUSSNER FURNITURE INDUSTRIES, INC. By: /s/ Robert C. Shaffner Robert C. Shaffner, Senior Vice President and Chief Financial Officer 13 CUSIP No. 476153101 SCHEDULE 13D EXHIBIT INDEX Exhibit Description Page Exhibit 1 Agreement of Joint Filing 15 EX-99 2 AGREEMENT OF JOINT FILING CUSIP No. 476153101 SCHEDULE 13D EXHIBIT 1 AGREEMENT OF JOINT FILING The undersigned hereby agree, pursuant to Rule 13d-1(f)(1)(iii), that a joint Schedule 13D be filed on behalf of each of the undersigned, in respect of transactions in the Common Stock of Jennifer Convertibles, Inc. involving each of the undersigned. Date: June 25, 1998 /s/Hans J. Klaussner Hans J. Klaussner KLAUSSNER CORPORATION By: /s/ Robert C. Shaffner Robert C. Shaffner, Vice President KLAUSSNER ENTERPRISES, INC. By: /s/ Robert C. Shaffner Robert C. Shaffner, Vice President KLAUSSNER FURNITURE INDUSTRIES, INC. By: /s/ Robert C. Shaffner Robert C. Shaffner, Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----