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