SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 1996
DMI Furniture, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-4173 41-0678467
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
One Oxmoor Place, 101, Bullitt Lane
Louisville, Kentucky 40222
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (502)426-4351
Not Applicable
(Former name or former address,
if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On May 14, 1996, DMI Furniture, Inc. issued a press release to announce
that an investor group including two DMI executive officers has agreed to
purchase a majority of the Company's outstanding Series C Preferred Stock.
The text of the press release is included as Exhibit 99 to this report.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit 99 -- Press Release dated May 14, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
DMI FURNITURE, INC.
By /s/ Joseph G. Hill
Joseph G. Hill
Vice President Finance
Chief Financial Officer,
Secretary and Treasurer
Date: May 22, 1996
Press Release
For further information:
AT THE COMPANY
Joseph G. Hill
Vice-President-Finance
502-426-4351 Ext. 227
FOR IMMEDIATE RELEASE
May 14, 1996
Investor Group Agrees To Purchase Majority of
DMI Furniture, Inc. Preferred Stock
Company Also Announces Contracts For Sale of Certain
Gettysburg Assets and New Bedroom Product Line
Louisville, Kentucky - May 14, 1996 -- DMI Furniture, Inc., (NASDAQ:
DMIF) today announced that an investor group including two DMI executive
officers has agreed to purchase a majority of the Company's outstanding
Series C Preferred Stock.
In a Schedule 13D filing with Securities and Exchange Commission it
was disclosed that an investor group including Donald D. Dreher, Chairman
and CEO, and Joseph G. Hill, Vice President-Finance and Chief Financial
Officer has agreed with BT Capital Partners, Inc. in New York to purchase
BT's 1,048,930 shares of DMI Series C Preferred Stock (51.9% of the total
preferred outstanding) and 280,169 shares of DMI Common Stock for $1.6
million. The preferred shares are convertible into 1,287,031 common shares
and when combined with the common stock being purchased and the common stock
and stock options owned by members of the investor group the investor group
would beneficially own 43.9% of the DMI common stock. The other members of
the investor group filing the 13D are Pattco, Inc., a venture capital and
management services company controlled by James A. Patterson, a Louisville,
Kentucky entrepreneur, and C. Edward Glasscock, Managing Partner of Brown,
Todd & Heyburn, PLLC, a Kentucky law firm. It is anticipated thatthe
purchase will be completed by the end of June.
In the filing, the investor group stated that it expects to fill two
currently vacant directorships reserved for representatives of the Preferred
shareholders. Together with Mr. Dreher and Mr. Hill, who already are
directors of the Company, representatives of the investor group would then
hold four of the seven seats on the Company's board of directors, and would
be in a position to exert significant influence over the conduct of the
Company's business.
The Company also announced that it has signed an agreement to sell its
manufacturing plant in Gettysburg, Pennsylvania that was idled in December
to a Gettysburg investor. The sale is subject to certain contingencies and
is expected to close in approximately 75 days. Also, the Company said it
has signed a sales agreement for the sale of volatile organic compounds
emission reduction credits to a Pennsylvania woodworking company. The sale
is subject to approval by the State of Pennsylvania and is also expected to
close in approximately 60 days.
Joseph G. Hill, Chief Financial Officer said, "These proposed sales if
consummated will put us well ahead of our Gettysburg asset disposal plan.
The machinery and equipment was either sold or re-deployed in our Indiana
facilities during the second fiscal quarter. We are aggressively marketing
the remaining warehouse property and approximately 15 acres of unimproved
property."
The Company also announced the roll-out of its upscale Wood Manor
bedroom line which was introduced at the International Home Furnishings
Market last month in High Point, North Carolina. The Wood Manorline
incorporates solid wood components and upscale styling at a higher price
point than the Company's previous bedroom offerings.
DMI Furniture, Inc. is a vertically integrated manufacturer and marketer
of promotionally priced furniture.
To receive additional information on DMI Furniture, Inc., via fax, at
no charge, dial 1-800-PRO-INFO and enter code DMIF.
