0001317273-05-000005.txt : 20120614 0001317273-05-000005.hdr.sgml : 20120614 20050316141017 ACCESSION NUMBER: 0001317273-05-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-40090 FILM NUMBER: 05684644 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: 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 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 SC 13D 1 jenschedd.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 11) Jennifer Convertibles, Inc. (Name of Issuer) Common Stock (par value $.01 per share) (Title of Class of Securities) 476153101 (CUSIP Number) Jennifer Convertibles, Inc. 419 Crossways Park Drive Woodbury, NY 11797 (516) 496-1900 Attention: Harley J. Greenfield (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with copies to: Kenneth R. Koch, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue, New York, New York 10017 (212) 935-3000 February 25, 2003 (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 that 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. Note.Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 ("Act") 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). CUSIP No. 476153101 13D Page 2 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harley J. Greenfield 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 1,164,991* * Includes options to purchase an aggregate of 667,662 shares of common stock and 300,000 shares of common stock underlying options to acquire convertible preferred stock. BENEFICIALLY8 SHARED VOTING POWER 0 OWNED BY EACH SOLE DISPOSITIVE POWER 1,164,991* REPORTING 9 * Includes options to purchase an aggregate of 667,662 shares of common stock and 300,000 shares of common stock underlying options to acquire convertible preferred stock. PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,164,991* * Includes options to purchase an aggregate of 667,662 shares of common stock and 300,000 shares of common stock underlying options to acquire 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 17.3%(1) 14 TYPE OF REPORTING PERSON IN (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. CUSIP No. 476153101 13D Page 3 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Edward B. Seidner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 556,883* * Includes options to purchase an aggregate of 100,000 shares of common stock. BENEFICIALLY8 SHARED VOTING POWER 0 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 556,883* * Includes options to purchase an aggregate of 100,000 shares of common stock. PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 556,883* * Includes options to purchase an aggregate of 100,000 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 9.5% (1) 14 TYPE OF REPORTING PERSON IN (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. CUSIP No. 476153101 13D Page 4 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Estate of Fred J. Love 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 585,662 BENEFICIALLY8 SHARED VOTING POWER 0 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 585,662 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,662 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.6% (1) 14 TYPE OF REPORTING PERSON OO (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. CUSIP No. 476153101 13D Page 5 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jonathan Warner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY8 SHARED VOTING POWER 585,662 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 585,662 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,662 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.6% (1) 14 TYPE OF REPORTING PERSON IN (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. CUSIP No. 476153101 13D Page 6 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jara Enterprises, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY8 SHARED VOTING POWER 293,579 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 293,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.1% (1) 14 TYPE OF REPORTING PERSON CO (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. CUSIP No. 476153101 13D Page 7 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Convertible Enterprises, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY8 SHARED VOTING POWER 215,929 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 215,929 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,929 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.7% (1) 14 TYPE OF REPORTING PERSON CO (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. CUSIP No. 476153101 13D Page 8 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bright Star Enterprises, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY8 SHARED VOTING POWER 25,000 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 25,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.4% (1) 14 TYPE OF REPORTING PERSON CO (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. CUSIP No. 476153101 13D Page 9 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jennifer Advertising, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY8 SHARED VOTING POWER 36,000 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 36,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.6% (1) 14 TYPE OF REPORTING PERSON CO (1) On the basis of 5,783,058 shares of Common Stock issued and outstanding as of March 10, 2005. Statement on Schedule 13D/A under the Securities Exchange Act of 1934, as amended Introduction This Statement on Schedule 13D/A (this "Statement"), which is being filed jointly by the Reporting Persons (as defined in Item 2), constitutes Amendment No. 11 to the Statement on Schedule 13D previously filed which relates to each of the undersigned's beneficial ownership of shares of common stock, $.01 par value per share, of Jennifer Convertibles, Inc., whose principal executive offices are located at 419 Crossways Park Drive, Woodbury, New York 11797. Unless otherwise indicated, all terms referred to herein shall have the same respective meanings as those set forth in the Schedule 13D previously filed. Item 1. Security and Issuer. The title of the class of equity securities to which this Statement relates is the common stock, $.01 per share par value (the "Common Stock") of Jennifer Convertibles, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 419 Crossways Park Drive, Woodbury, NY 11797. Item 2. Identity and Background. (a) The name of the persons and entities filing (the "Reporting Persons") this Statement are: Harley J. Greenfield ("Greenfield"), Edward B. Seidner ("Seidner"), the Estate of Fred J. Love ("Love"), Jonathan Warner ("Warner"), Jara Enterprises, Inc. ("Jara"), Convertible Enterprises, Inc. ("Convertible"), Bright Star Enterprises, Inc. ("Bright Star") and Jennifer Advertising, Inc. ("Advertising"). (b) The business address of Greenfield and Seidner is 419 Crossways Park Drive, Woodbury, NY 11797. The business address of Love, Warner, Jara, Convertible, Bright Star and Advertising is One Ames Court, Plainview, New York 11803. Love came into existence upon the death of Fred J. Love in October 2004. (c) Greenfield is currently a member of the Company's Board of Directors (the "Board"), the Chairman of the Board and the Chief Executive Officer of the Company. Seidner is currently the Executive Vice President of the Company. Love is the sole stockholder of Jara. Warner has been appointed the trustee of Love. (d) The Reporting Persons have not been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been and are not 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. (f) Greenfield, Seidner and Warner are citizens of the United States. Jara, Convertibles, Bright Star and Advertising are New York corporations. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. Greenfield transferred to his former spouse (1) 122,729 shares of Common Stock on February 25, 2003 and (2) 129,385 shares issuable upon the exercise of options to purchase Common Stock on February 25, 2004; pursuant to a court order in connection with his divorce settlement. (a) through (j) The Reporting Persons, except for Greenfield and Seidner in their capacities as officers and directors of the Company, have no plan or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Statement. Item 5. Interest in Securities of the Issuer. (a) and (b) The following table sets forth, as of March 10, 2005, information regarding the beneficial ownership of the Common Stock by each Reporting Person and by all Reporting Persons as a group. Percent of Class Amount and Nature Outstanding Name of Beneficial of Beneficial as of March Owner Ownership (1) 10, 2005 Greenfield 1,164,991 (2) 17.3 Seidner 556,883 (3) 9.5 Love 585,662 (4)(5)(6) 9.6 Warner 585,662 (5)(6) 9.6 Jara 293,579(5)(6) 5.1 Convertible 215,929 (7) 3.7 Bright Star 25,000 (7) 0.4 Advertising 36,000 (7) 0.6 All Reporting Persons as a group (eight persons) 2,307,536 36.4 (1) All of such shares are owned directly with sole voting and dispositive power, unless otherwise noted below. (2) Includes (a) 197,329 shares of common stock, (b) 300,000 shares of Common Stock underlying options to acquire convertible preferred stock granted to Greenfield by Klaussner and (c) 667,662 shares issuable upon the exercise of options to purchase Common Stock. (3) Includes (a) 456,883 shares of Common Stock and (b) 100,000 shares issuable upon the exercise of options to purchase Common Stock. (4) Includes (a) 293,579 shares of Common Stock owned by Jara, of which Love has sole voting and dispositive power; and (b) 292,083 shares of Common Stock owned directly by Love. (5) Warner has been appointed the sole trustee of Love, which holds all outstanding shares of Jara's capital stock. Warner has shared voting and dispositive power of all shares of the Company's Common Stock of which Jara may be deemed to be the beneficial owner. (6) Includes shares of Common Stock owned by Convertible, Bright Star and Advertising, all of which are wholly-owned subsidiaries of Jara. (7) All of such shares are beneficially owned by Love, the sole stockholder of Jara. (c) Other than as set forth in this Report, the Reporting Persons and the executive officers and directors listed in Item 2 have not effected any transactions in the shares of the Company's equity securities within the past 60 days. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material To Be Filed As Exhibits. Exhibit 99. Joint Filing Agreement. SIGNATURE 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. March 16, 2005 /s/ Harley J. Greenfield Harley J. Greenfield March 16, 2005 /s/ Edward B. Seidner Edward B. Seidner Estate of Fred J. Love March 16, 2005 By:/s/ Jonathan Warner Name: Jonathan Warner Title: Trustee March 16, 2005 /s/ Jonathan Warner Jonathan Warner Jara Enterprises, Inc. March 16, 2005 By: /s/ Jane Love Name: Jane Love Title: Interim President Convertible Enterprises, Inc. March 16, 2005 By: /s/ Jane Love Name: Jane Love Title: Interim President Bright Star Enterprises, Inc. March 16, 2005 By: /s/ Jane Love Name: Jane Love Title: Interim President Jennifer Advertising, Inc. March 16, 2005 By: /s/ Jane Love Name: Jane Love Title: Interim President EXHIBIT 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto) with respect to the common stock of Jennifer Convertibles Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16h day of March 2005. /s/ Harley J. Greenfield Harley J. Greenfield /s/ Edward B. Seidner Edward B. Seidner Estate of Fred J. Love By:/s/ Jonathan Warner Name: Jonathan Warner Title: Trustee /s/ Jonathan Warner Jonathan Warner Jara Enterprises, Inc. By: /s/ Jane Love Name: Jane Love Title: Interim President Convertible Enterprises, Inc. By: /s/ Jane Love Name: Jane Love Title: Interim President Bright Star Enterprises, Inc. By: /s/ Jane Love Name: Jane Love Title: Interim President Jennifer Advertising, Inc. By: /s/ Jane Love Name: Jane Love Title: Interim President