SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DMI FURNITURE, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
233230 10 1
(CUSIP Number)
Joseph G. Hill
Secretary
DMI Furniture, Inc.
One Oxmoor Place
101 Bullitt Lane
Louisville, Kentucky 40222
(502)426-4351
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 1997
(Date of Event Which Requires Filing of This Statement)
<PAGE>
CUSIP NO. - 233230 10 1
(1) Name of reporting person. . . . . . . . . . C. Edward
Glasscock
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . . . . ###-##-####
(2) Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . . . (a)
(b) X
(3) SEC use only. . . . . . . . . . . . . . .
(4) Source of funds (see instructions). . . . PF, BK
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . . . .
(6) Citizenship or place
of organization . . . . . . . . . . . . . U.S.
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power. . . . . . . . . . . . . 513,223
(8) Shared voting power. . . . . . . . . . . . 0
(9) Sole dispositive power . . . . . . . . . . 513,223
(10) Shared dispositive power . . . . . . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 513,223
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 14.8%
(14) Type of reporting person . . . . . . . . . IN
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $.10 par value ("Common Shares"), of DMI
Furniture, Inc., a Delaware corporation (the "Issuer").
The Issuer's principal executive office is located at One
Oxmoor Place, 101 Bullitt Lane, Louisville, Kentucky 40202.
Item 2. Identity and Background.
(a) Name: C. Edward Glasscock
(b) Business Address: Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202-3363
(c) Principal Occupation: Attorney; Chairman of Brown,
Todd & Heyburn PLLC, a law firm.
(d) During the last five years, Mr. Glasscock has not
been convicted in a criminal proceeding.
(e) During the last five years, Mr. Glasscock was not a
party to a civil proceeding of a judicial or
administrative body resulting in 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 law.
(f) Mr. Glasscock is a United States citizen.
Item 3. Sources and Amount of Funds or Other Consideration.
In August 1996, C. Edward Glasscock and certain other
investors filed a Schedule 13D/A as a group (Donald D. Dreher, et.
al) to report the purchase of Common Shares and Series C Preferred
Stock ("Preferred Shares") convertible into Common Shares by
individual members of the group from three institutional
shareholders. Mr. Glasscock is filing this Schedule 13D in his own
name to report information relating to his personal beneficial
ownership of Common Stock to reflect the termination of group
status following the completion of the stock purchases.
Mr. Glasscock used personal funds and the proceeds of a
$250,000 bank loan to purchase Preferred and Common Shares in the
transactions referenced in the preceding paragraph. Mr. Glasscock
pledged the Preferred and Common Shares acquired by him as
collateral for the loan which was made in the ordinary course of
the lender's banking business.
<PAGE>
Item 4. Purpose of Transaction.
In the August 1996 transactions, Mr. Glasscock acquired shares
of Common Stock and Preferred Stock for investment. In the future,
Mr. Glasscock may purchase additional Preferred Shares or Common
Shares in open market or privately negotiated transactions,
although he has no immediate plans to do so. Whether he purchases
additional Preferred or Common Shares will depend on his continuing
assessment of pertinent factors, including without limitation the
availability of Preferred or Common Shares for purchase at
particular price levels, stock market and money market conditions,
economic conditions in general, and the condition of the furniture
industry and the Issuer in particular.
Under the Issuer's Amended and Restated Articles of
Incorporation, the holders of the Issuer's Preferred Stock are
entitled to elect two directors to the Issuer's board of directors.
On September 11, 1996, the holders of the Preferred Stock elected
Mary F. Glasscock, Mr. Glasscock's wife, to one of these two board
positions, which had previously been vacant.
Except as indicated above, Mr. Glasscock has no current plans
or proposals that relate to or would result in: (i) the acquisition
by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer, (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries, (iii)
a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries, (iv) any change in the present board of
directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board, (v) any material change in the
present capitalization or dividend policy of the Issuer, (vi) any
other material change in the Issuer's business or corporate
structure, (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person,(viii)
causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association, (ix) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, or (x)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
C. Edward Glasscock has not engaged in any transactions in the
Common Shares or securities convertible into the Common Shares
during the past sixty days.
<PAGE>
Mr. Glasscock owns 100,387 Common Shares and 332,858 Preferred
Shares convertible into 412,836 Common Shares with respect to which
he has sole voting and dispositive power. Mr. Glasscock is the
beneficial owner of 513,223 shares or 14.8% of the Common Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Glasscock has pledged the Preferred and Common Shares he
acquired in the August 1996 transactions as collateral for the loan
by which he financed his purchase of the shares. The Promissory
Note and Commercial Security Agreement between Mr. Glasscock and
the lender contains standard default provisions. See Item 7 --
Material to be Filed as Exhibits.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Promissory Note and Commercial Security
Agreement is incorporated by reference to Exhibit 99.6 to Schedule
13D/A of Donald D. Dreher, et. al. dated August 7, 1996.
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.
/s/ C. Edward Glasscock
Date: January 9, 1996
