-----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, C23A0679z05dNA14V0C/7EJYPbbFaiefNAYiT8GDJME8eidn28DR4xc/y7nEQ+H3 bfcaCYT0oQa1bvl1vmUnvw== 0000905870-06-000013.txt : 20060421 0000905870-06-000013.hdr.sgml : 20060421 20060421165327 ACCESSION NUMBER: 0000905870-06-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 GROUP MEMBERS: HANS J. KLAUSSNER GROUP MEMBERS: KLAUSSNER CORPORATION 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: 06773183 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 amend5.txt KLAUSSNER - 13D/A # 5 APRIL 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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 ----------------------------------------------------------------- April 11, 2006 -------------- (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 1,424,500 (subject to conversion of convertible preferred stock) 8) Shared Voting Power 0 2 CUSIP No. 476153101 SCHEDULE 13D 9) Sole Dispositive Power 1,424,500 (subject to conversion of convertible preferred stock) 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,424,500 (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) 19.6% (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 1,424,500 (subject to conversion of convertible preferred stock) 8) Shared Voting Power 0 9) Sole Dispositive Power 1,424,500 (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 1,424,500 (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) 19.6% (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 1,424,500 (subject to conversion of convertible preferred stock) 9) Sole Dispositive Power 0 6 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,424,500 (subject to conversion of convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,424,500 (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) 19.6% (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 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 1,424,500 (subject to conversion of convertible preferred stock) 9) Sole Dispositive Power 0 8 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 1,424,500 (subject to conversion of convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,424,500 (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) 19.6% (subject to conversion of convertible preferred stock) 14) Type of Reporting Person CO 9 CUSIP No. 476153101 SCHEDULE 13D Item 1. Securities of Issuer. ------------------------- No change. Item 2. Identity and Background. ------------------------ Item 2 is amended to report that, effective December 31, 2005, KlaussnerEnterprises, Inc. was merged into Klaussner Corporation and, as a result, all of the outstanding capital stock of Klaussner Furniture Industries, Inc. is now owned by Klaussner Corporation. All of the outstanding capital stock of Klaussner Corporation continues to be owned by Hans J. Klaussner. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- No change. Item 4. Purpose of Transaction. ---------------------- Item 4 is amended in its entirety to read as follows: Jennifer Convertibles is a major customer of Klaussner Furniture Industries, Inc. ("KFI") and its affiliated companies. KFI purchased 10,000 shares of the Series A Preferred Stock of Jennifer Convertibles for investment purposes and for the purpose of supporting a major customer as it attempted to stabilize its financial condition and improve its operating results. Except as described below, KFI does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of Jennifer Convertibles, or the disposition of securities of Jennifer Convertibles; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Jennifer Convertibles or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Jennifer Convertibles or any of its subsidiaries; (d) any change in the present board of directors or management of Jennifer Convertibles, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Jennifer Convertibles; (f) any other material change in the business or corporate structure of Jennifer Convertibles; (g) changes in Jennifer 10 Convertibles' charter or bylaws or other actions which may impede the acquisition of control of Jennifer Convertibles by any person; (h) causing a class of securities of Jennifer Convertibles to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Jennifer Convertibles becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. KFI is the "Selling Shareholder" named in the Registration Statement on Form S-3 filed (subject to completion) by Jennifer Convertibles on April 11, 2006. The Plan of Distribution contained therein describes various transactions by which KFI may sell up to 500,000 shares of Common Stock of Jennifer Convertibles (the "Shares") upon conversion of 3,510 of the shares of Series A Preferred Stock owned by KFI, but KFI's preferred method of sale is in one or more private transactions. KFI has no present intention of selling more than 500,000 shares of the Common Stock of Jennifer Convertibles. However, under the Registration Rights Agreement dated December 11, 1997, between KFI and Jennifer Convertibles, KFI may in the future demand that additional shares be registered to facilitate the sale of such shares in private transactions or otherwise. As previously reported, KFI has granted Harley J. Greenfield, Chairman of the Board and Chief Executive Officer of Jennifer Convertibles, an option to purchase 2,106 shares of the Series A Preferred Stock owned by KFI at $712.25 per share, which is the equivalent of 300,000 shares of common stock at $5.00 per share. Item 5. Interest in Securities of the Issuer. ------------------------------------- No change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. --------------------------------------------------------- No change. 11 Item 7. Material to be Filed as Exhibits. ------------------------------------ Exhibit 99 - 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. April 21, 2006 /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 FURNITURE INDUSTRIES, INC. By: /s/ David O. Bryant ----------------------- David O. Bryant, Senior Vice President and Chief Financial Officer 13 CUSIP No. 476153101 SCHEDULE 13D EXHIBIT INDEX Exhibit Description Exhibit 99 - Agreement of Joint Filing 14 EX-99 2 exhibit99.txt EXHIBIT 99-AGRT-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: April 21, 2006 /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 FURNITURE INDUSTRIES, INC. By: /s/ David O. Bryant ----------------------- David O. Bryant, Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----