SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ROOM PLUS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
776378101
(CUSIP Number)
David A. Belford
2097 S. Hamilton Road, Suite 200
COLUMBUS, OHIO
43232
614-755-2228
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 31, 1998
(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) 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).
Page 1 of _____ Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. Page of Pages
- ----------------------------------- ---------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Belford
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER 2,000,000
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 2,000,000
EACH -------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------------ --------------------------------
CUSIP NO. Page of Pages
- ------------------------------------ --------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nationwide Warehouse & Storage, Inc.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER See Response to Item 6
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Response to Item 6
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
Item 1. SECURITIES AND ISSUER.
This statement relates to the common stock (the "Common Stock"), of
Room Plus, Inc. (the "Company"), whose principal executive offices are located
at 91 Michigan Avenue, Paterson, New Jersey 07053.
Item 2. IDENTITY AND BACKGROUND.
This statement is being filed by David A. Belford and Nationwide
Warehouse & Storage, Inc. (collectively, the "Reporting Persons"). David A.
Belford is President of Nationwide Warehouse & Storage, Inc., a furniture
retailer ("Nationwide"). The only other executive officer of Nationwide is
Howard I. Belford, Vice President. Howard I. Belford and David A. Belford are
the sole directors of Nationwide and are brothers. Messrs. David and Howard
Belford are U.S. citizens and Nationwide is an Ohio Corporation. The business
address of each of the foregoing is 2097 S. Hamilton Road, Suite 200, Columbus,
Ohio 43232.
Neither of the Reporting Persons nor any of the executive officers or
directors of Nationwide has been during the last five years (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 violations with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
David Belford loaned to the Company the amount of $1.5 million, all of
which was obtained from his personal funds.
Item 4. PURPOSE OF TRANSACTION.
The securities of the Company were acquired as part of David Belford's
plan to acquire control of the Company. On July 31, 1998, pursuant to a Loan
Agreement (the "Loan Agreement"), David Belford loaned to the Company the
principal amount of $1,500,000, which is due and payable in 2 years, together
with interest at the rate of 12% per annum. The loan is secured by substantially
all the assets of the Company. In partial consideration of making the loan,
David Belford received warrants to purchase 2 million shares of Common Stock of
the Company at an exercise price of $2.00 per share. Concurrently therewith,
Nationwide entered with a Conditional Agreement and Plan and Merger with the
Company (the "Merger Agreement") pursuant to which Nationwide would be merged
into a subsidiary of the Company. As the result of the merger, Nationwide would
own approximately 90% of the outstanding stock of the Company. The merger is
subject to several conditions, including approval by the stockholders and
directors of Nationwide. Nationwide will have the right to terminate the Merger
Agreement if such approval is not obtained within five business days after
receipt by Nationwide of the audited financial statements of the Company for the
year ending December 31, 1998. David Belford has been elected as Chairman of the
Board of the Company.
The Reporting Persons may from time to time acquire shares of Common
Stock of the Company through open market or privately negotiated transactions
depending on existing market conditions and other considerations which the
Reporting Persons may deem relevant.
Except as set forth above, neither of the Reporting Persons nor any
executive officer or director of Nationwide has any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, 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 the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, By-Laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company 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 the Company 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.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
David A. Belford owns warrants to purchase 2,000,000 shares of Common
Stock of the Company, which in the aggregate constitute approximately 31.3% of
the outstanding shares of Common Stock of the Company. Such warrants were
acquired on July 31, 1998 and expire July 31, 2003.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Each of Messrs. Theodore Shapiro, Allan Socher, Frank Terzo and Marc
Zucker, directors and stockholders of the Company, have entered into stockholder
agreements (the "Stockholder Agreements") with Nationwide pursuant to which each
of them has agreed to vote all shares of Common Stock owned by him in favor of
the Merger Agreement and has granted to Nationwide an irrevocable proxy with
respect to voting in favor of the Merger Agreement. Messrs. Shapiro, Socher and
Zucker have also agreed not to sell any shares of Common Stock of the Company
during the term of the Stockholder Agreements. Messrs. Shapiro, Socher, Terzo,
and Zucker beneficially own an aggregate of 2,526,267 shares of Common Stock of
the Company, which include currently exercisable warrants to purchase an
aggregate of 1,055,000 shares of Common Stock.
Pursuant to the Loan Agreement, the Company agreed that all
expenditures by it in excess of $5,000 shall require the prior approval of David
Belford. If various events specified in the Loan Agreement occur, then 500,000
of the warrants will be converted into 500,000 shares of Common Stock, the
exercise price of 500,000 of the warrants will be reduced to $.50 per share and
the remaining warrants will remain unchanged.
See also response to Item 4.
The summary descriptions of the Merger Agreement, Loan Agreement,
Stockholders Agreement and other exhibits hereto are qualified in their entirety
by reference to such agreements, which agreements are incorporated herein by
reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.*
1. Conditional Agreement and Plan of Merger dated as of
July 31, 1998 among the Company, Nationwide and Room
Plus Sub, Inc.
2. Loan Agreement dated as of July 31, 1998 between the
Company and David Belford.
3. Stockholder Agreement dated as of July 31, 1998 among the
Company, Nationwide and Marc Zucker. Substantially
similar agreements were entered into with Theodore
Shapiro, Allan Sosher and Frank Terzo.
4. Security Agreement dated as of July 31, 1998 between
the Company and David Belford.
5. Stock subscription warrant dated July 31, 1998 to
purchase 2 million shares of Common Stock issued to
David Belford.
6. Secured Promissory Note dated July 31, 1998 in the
principal amount of $1,500,000 payable to David Belford.
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* All exhibits are incorporated herein by reference to a current report on
Form 8-K which will be filed by the Company.
<PAGE>
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.
/S/DAVID A. BELFORD
------------------------
David A. Belford
Nationwide Warehouse & Storage,
Inc.
/S/DAVID A. BELFORD
------------------------------
David A. Belford, President
Dated: August 7, 1998
