-----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, U1y4kiHR2pICTqeOt4YvS+QXaYJRunhSX3z4ylMcy+z/m51MulTkvuNnP9cxvAP+ Cm88QEFjjWH679zBkJr6ZA== 0000905870-04-000030.txt : 20041216 0000905870-04-000030.hdr.sgml : 20041216 20041216115456 ACCESSION NUMBER: 0000905870-04-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 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: 1934 Act SEC FILE NUMBER: 005-40090 FILM NUMBER: 041207027 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 IRS NUMBER: 561264300 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEWALLEN STREET CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 9106256174 MAIL ADDRESS: STREET 1: 405 LEWALLEN STREET CITY: ASHEBORO STATE: NC ZIP: 27203 SC 13D/A 1 amend4.txt KLAUSSNER - 13D/A # 4 - 7/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) JENNIFER CONVERTIBLES, INC. (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 476153101 (CUSIP Number) David O. Bryant, Senior Vice President Klaussner Furniture Industries, Inc. 405 Lewallen Street Asheboro, North Carolina 27203 336-625-6174 ----------------------------------------------------------------- December 15, 2004 (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 convertible preferred stock) 8) Shared Voting Power 0 2 CUSIP No. 476153101 SCHEDULE 13D 9) Sole Dispositive Power 1,425,500 (subject to conversion of convertible preferred stock) 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of 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) 20.0% (subject to conversion of convertible preferred stock) 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 convertible preferred stock) 8) Shared Voting Power 0 9) Sole Dispositive Power 1,425,500 (subject to conversion of convertible preferred stock) 10) Shared Dispositive Power 0 4 CUSIP No. 476153101 SCHEDULE 13D 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of 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) 20.0% (subject to conversion of convertible preferred stock) 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 0 8) Shared Voting Power 1,425,500 (subject to conversion of convertible preferred stock) 9) Sole Dispositive Power 0 6 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,425,500 (subject to conversion of convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of 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) 20.0% (subject to conversion of convertible preferred stock) 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 0 8) Shared Voting Power 1,425,500 (subject to conversion of convertible preferred stock) 9) Sole Dispositive Power 0 8 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,425,500 (subject to conversion of convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of 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) 20.0% (subject to conversion of convertible preferred stock) 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 0 8) Shared Voting Power 1,425,500 (subject to conversion of convertible preferred stock) 9) Sole Dispositive Power 0 10 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,425,500 (subject to conversion of convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,500 (subject to conversion of 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) 20.0% (subject to conversion of convertible preferred stock) 14) Type of Reporting Person CO 11 CUSIP No. 476153101 SCHEDULE 13D Item 1. Securities of Issuer. No change. Item 2. Identity and Background. Item 2 is amended as follows: (a) To report that the principal business address of Klaussner Enterprises, Inc. ("KE") and Klaussner Corporation ("KC") is 300 Delaware Avenue, 12th Floor, Wilmington, Delaware 19807; and (b) To report that David O. Bryant has succeeded J.B. Davis as a director of KE and has succeeded Robert C. Shaffner as Vice President of KE, Vice President of KC and Senior Vice President and Chief Financial Officer of Klaussner Furniture Industries, Inc. ("KFI"). Mr. Bryant is a United States citizen whose principal business address is 405 Lewallen Street, Asheboro, North Carolina 27203. During the last five years, Mr. Bryant has not been a party to a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. 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. No change. 12 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended to report that, on December 15, 2004, Klaussner Furniture Industries, Inc. granted to Harley J. Greenfield, the President and Chief Executive Officer of Jennifer Convertibles, an option to purchase 2,106 shares of the Series A Convertible Preferred Stock of Jennifer Convertibles for $712.25 per share. These 2,106 shares of Preferred Stock are convertible into 300,000 shares of Jennifer Convertibles Common Stock and, accordingly, the exercise price of the option is the equivalent of $5.00 per share of the underlying Common Stock. The option was granted to provide an additional incentive for Mr. Greenfield to remain Chief Executive Officer of Jennifer Convertibles and is exercisable until November 30, 2009, unless terminated earlier by certain events, including Mr. Greenfield's ceasing to be Chief Executive Officer of Jennifer Convertibles. An earlier option granted to Mr. Greenfield on substantially the same terms expired on August 31, 2004. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Stock Option Agreement dated as of December 15, 2004, between Klaussner Furniture Industries, Inc. and Harley J. Greenfield Exhibit 24 - Confirming Statement Exhibit 99 - Agreement of Joint Filing 13 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. December 15, 2004 /s/ David O. Bryant ----------------------- David O. Bryant, Attorney in Fact for Hans J. Klaussner KLAUSSNER CORPORATION By: /s/ David O. Bryant ---------------------- David O. Bryant, Vice President KLAUSSNER ENTERPRISES, INC. By: /s/ David O. Bryant ---------------------- David O. Bryant, Vice President and Chief Financial Officer KLAUSSNER FURNITURE INDUSTRIES, INC. By: /s/ David O. Bryant ----------------------- David O. Bryant, Senior Vice President and Chief Financial Officer 14 CUSIP No. 476153101 SCHEDULE 13D EXHIBIT INDEX Exhibit Description Exhibit 1 - Stock Option Agreement dated as of December 15, 2004, between Klaussner Furniture Industries, Inc. and Harley J. Greenfield Exhibit 24 - Confirming Statement Exhibit 99 - Agreement of Joint Filing 15 EX-1 2 exhibit1.txt STOCK OPTION AGREEMENT Exhibit 1 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 15, 2004, between Klaussner Furniture Industries, Inc., a North Carolina corporation ("KFI"), and Harley J. Greenfield, a citizen and resident of the State of New York ("Greenfield"). WITNESSETH: WHEREAS, KFI is the owner of 10,000 shares of the Series A Preferred Stock (the "Preferred Stock") of Jennifer Convertibles, Inc., a Delaware corporation ("JCI"); and WHEREAS, JCI is a customer of KFI; and WHEREAS, Greenfield is the Chief Executive Officer of JCI; and WHEREAS, on the terms stated herein, KFI desires to provide Greenfield with an incentive to remain Chief Executive Officer of JCI by granting him an option to purchase 2,106 shares of the Preferred Stock owned by KFI for $712.25 per share (the equivalent of 300,000 shares of JCI Common Stock at $5.00 per share if such shares of Preferred Stock were converted into Common Stock on the date hereof); and WHEREAS, the Board of Directors of JCI has approved and consented to the option granted herein; NOW, THEREFORE, KFI and Greenfield agree as follows: 1. Option. KFI hereby grants to Greenfield an option to purchase, on the terms and subject to the conditions hereinafter set forth, all or any part of an aggregate of 2,106 shares of the Preferred Stock owned by KFI at the purchase price of $712.25 per share (the "Option"). 2. Term. The Option may be exercised from and after the date hereof until the earliest of: (a) November 30, 2009; (b) The consummation by JCI of any merger or consolidation in which it is not the surviving corporation or pursuant to which its stockholders exchange their common stock or the dissolution or liquidation of JCI or the sale by JCI of all or substantially all of its assets; (c) Greenfield ceasing to be Chief Executive Officer of JCI for any reason; provided, however, that in the event of Greenfield's death while he is Chief Executive Officer of JCI, then his estate shall have the right to exercise the Option for a period of one year after his death, but in no event after November 30, 2009, or the occurrence of any of the transactions described in (b) above; or (d) Fifteen (15) business days following written notice to Greenfield (or his estate) that KFI has received a bona fide offer to purchase, on terms satisfactory to KFI in its sole discretion, at least 5,000 shares of Preferred Stock (or 712,250 shares of Common Stock upon conversion of the Preferred Stock) in a single transaction or series of related transactions. Upon the earliest to occur of the foregoing events, the Option shall terminate and all rights of Greenfield hereunder shall expire; provided, however, that if notice is given by KFI pursuant to Section 2(d) and KFI does not consummate a sale pursuant to the bona fide offer to purchase within 90 days after the notice is given, then the Option shall be reinstated to the extent then exercisable, subject to all of the terms of this Agreement (including Section 2(d) with respect to any later bona fide offer to purchase). 3. Exercise of Option. The Option may be exercised from time to time by Greenfield's delivery to KFI of written notice of exercise, which notice shall specify the number of shares to be purchased and be accompanied by payment of the purchase price in immediately available funds. The date of actual receipt by KFI of such notice and such purchase price shall be deemed the date of exercise of the option. Notwithstanding the foregoing, the Option shall not be exercised, in whole or in part, and no transfer of shares of Preferred Stock subject to the Option shall be made, if any requisite approval or consent of any governmental authority having jurisdiction in the matter shall not have been secured or if the transfer would violate any federal, state or local law, regulation or order. 4. Transfer of Shares Upon Exercise of Option. Upon exercise of the Option as provided in Section 3 above, KFI shall take such action as may be reasonably requested by Greenfield to effect a transfer of the shares of Preferred Stock purchased thereby. However, Greenfield recognizes that neither the Option nor the shares of Preferred Stock transferable upon its exercise have been registered under any federal or state laws governing the issuance and sale of securities and that KFI has no obligation to effect registration under any such laws. Therefore, Greenfield agrees that any and all shares of Preferred Stock purchased upon exercise of the Option shall be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and that, at the time he exercises all or any portion of the Option, he will furnish to KFI and JCI such documentation as either of them shall reasonably require in order to assure compliance with all applicable securities laws in effect at the time of exercise. Greenfield consents to such other action as KFI or JCI deems necessary or appropriate in order to assure compliance with all such laws, including but not limited to placing restrictive legends on certificates evidencing the shares of Preferred Stock purchased upon exercise of the Option. Notwithstanding the foregoing, subject to JCI's consent, KFI will not unreasonably withhold its consent to the shares of JCI Common Stock transferred or transferable upon exercise of the Option being included in any registration statement filed pursuant to the Registration Rights Agreement dated December 11, 1997 between KFI and JCI; provided, however, that the filing of any such registration statement shall be at the sole discretion of KFI. 2 5. No Assignment. Except as provided in Section 2(c) with respect to the death of Greenfield, the Option shall not be transferred, assigned, pledged or hypothecated in any way, whether by operation of law or otherwise. In the event of any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any right or privilege confirmed hereby contrary to the provisions hereof, the Option and the rights and privileges of Greenfield hereunder shall immediately become null and void. 6. Notices. Any notices to KFI under this Agreement shall be in writing and delivered to KFI, c/o Senior Vice President and Chief Financial Officer, at 405 Lewallen Street, Post Office Drawer 220, Asheboro, North Carolina 27204, or at such other address as may be specified by KFI from time to time. Any notices to Greenfield hereunder shall be in writing and delivered to him at Jennifer Convertibles, Inc., 419 Crossways Park Drive, Woodbury, New York 11797, or at such other address as may be specified by Greenfield (or his estate) from time to time. 7. Adjustments. The shares of stock subject to the Option and the option price shall be adjusted in the event KFI converts the Preferred Stock into JCI Common Stock and such adjustment shall reflect any increase or decrease in the Common Stock of JCI that is effected after the date hereof as the result of any stock dividend, subdivision, split-up, combination or similar recapitalization or reclassification. If the Preferred Stock is converted, then the terms and provisions of this Agreement shall apply to the Common Stock received by KFI on conversion and the term "Common Stock" shall be substituted for "Preferred Stock." 8. Binding Effect. This Option Agreement shall be binding upon and inure to the benefit of Greenfield and his personal representatives, but neither this Agreement nor any rights hereunder shall be assignable or otherwise transferable except as expressly set forth in Section 2(c) of this Agreement. IN WITNESS WHEREOF, this Stock Option Agreement is executed as of December 15, 2004. KLAUSSNER FURNITURE INDUSTRIES, INC. By: /s/ David O. Bryant ----------------------------- David O. Bryant, Senior Vice President and Chief Financial Officer /s/ Harley J. Greenfield ------------------------- Harley J. Greenfield 3 EX-24 3 exhibit24.txt CONFIRMING STATEMENT (HANS J. KLAUSSNER) Exhibit 24 CONFIRMING STATEMENT This Statement confirms that the undersigned, Hans J. Klaussner, has authorized and designated David O. Bryant or Peter O. Brisley to execute and file on the undersigned's behalf all Forms 4, 5 and Schedule 13 D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Jennifer Convertibles, Inc. (the "Company"). The authority of David O. Bryant or Peter O. Brisby under this Statement shall continue until the undersigned is no longer required to file Forms 4, 5 and Schedule 13 D with regard to his ownership of or transactions in securities of the Company, unless earlier revoked in writing. The undersigned acknowledges that neither David O. Bryant or Peter O. Brisley is assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934. Dated: July 26, 2004 /s/ Hans J. Klaussner ---------------------- Hans J. Klaussner EX-99 4 decexhibit99.txt AGREEMENT OF JOINT FILING EXHIBIT 99 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: December 15, 2004 /s/ David O. Bryant --------------------- David O. Bryant, Attorney in Fact for Hans J. Klaussner KLAUSSNER CORPORATION By: /s/ David O. Bryant ---------------------- David O. Bryant, Vice President KLAUSSNER ENTERPRISES, INC. By: /s/ David O. Bryant ---------------------- David O. Bryant, Vice President and Chief Financial Officer KLAUSSNER FURNITURE INDUSTRIES, INC. By: /s/ David O. Bryant ----------------------- David O. Bryant, Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----