-----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, MIFjWxbWc0ZKTHgEaF3EqII5vLbdVZP2HTWua1PRv1w69z4TUVeIKpcZhyLx9NJO w/Fs24e6617+eoGsixbSKA== 0000905870-06-000030.txt : 20060629 0000905870-06-000030.hdr.sgml : 20060629 20060629094558 ACCESSION NUMBER: 0000905870-06-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 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: 06931829 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 amend6.txt KLAUSSNER 13D/A # 6-JUNE 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) 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 ----------------------------------------------------------------- June 23, 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 924,500 (subject to conversion of convertible preferred stock) 8) Shared Voting Power 0 2 CUSIP No. 476153101 SCHEDULE 13D 9) Sole Dispositive Power 924,500 (subject to conversion of convertible preferred stock) 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 924,500 (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) 12.77% (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 924,500 (subject to conversion of convertible preferred stock) 8) Shared Voting Power 0 9) Sole Dispositive Power 924,500 (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 924,500 (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) 12.77% (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 924,500 (subject to conversion of convertible preferred stock) 9) Sole Dispositive Power 0 6 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 924,500 (subject to conversion of convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 924,500 (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) 12.77% (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 924,500 (subject to conversion of convertible preferred stock) 9) Sole Dispositive Power 0 8 CUSIP No. 476153101 SCHEDULE 13D 10) Shared Dispositive Power 924,500 (subject to conversion of convertible preferred stock) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 924,500 (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) 12.77% (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. ------------------------ No change. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- No change. Item 4. Purpose of Transaction. ---------------------- Item 4 is amended to report that, after converting 3,510 shares of the Series A Preferred Stock of Jennifer Convertibles into 500,000 shares of Common Stock, Klaussner Furniture Industries, Inc. ("KFI") sold 500,000 shares of Common Stock on June 23, 2006, in two private transactions at a price of $4.985 per share. KFI now owns 6,490 shares of the Series A. Preferred Stock, which are convertible into 924,500 shares of Common Stock. KFI has no present intention of converting shares of Preferred Stock into shares of Common Stock or of selling shares of Preferred Stock or the Common Stock into which it is convertible. However, if KFI has an opportunity to sell additional shares of Common Stock in private transactions, it may demand that Jennifer Convertibles register such shares under the Registration Rights Agreement dated December 11, 1997, and then convert shares of Preferred Stock into the number of shares of Common Stock covered by the registration statement. Item 5. Interest in Securities of the Issuer. ------------------------------------- No change. 10 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 99 - Agreement of Joint Filing 11 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 28, 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 12 CUSIP No. 476153101 SCHEDULE 13D EXHIBIT INDEX Exhibit Description Exhibit 99 - Agreement of Joint Filing 13 EX-99 2 exhibit99.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: June 28, 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-----