SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
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. . . . . . . . . Donald D. Dreher
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). . . . 00, PF
(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. . . . . . . . . . . . . 589,845
(8) Shared voting power. . . . . . . . . . . . 0
(9) Sole dispositive power . . . . . . . . . . 589,845
(10) Shared dispositive power . . . . . . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 589,845
(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). . . . . . . . . . . 16.6%
(14) Type of reporting person . . . . . . . . . IN
<PAGE>
Donald D. Dreher and certain other investors filed a Schedule
13D as a group (Donald D. Dreher, et. al.) to report the purchase
of shares of the common stock and shares of preferred stock
convertible into the common stock of DMI Furniture, Inc. by
individual members of the group from three institutional
shareholders in August 1996. Mr. Dreher hereby amends Items 2, 4,
5, 6, and 7 of his Schedule 13D to report information relating to
his individual beneficial ownership of DMI common stock and to
reflect the termination of group status upon the completion of the
stock purchases.
Item 2. Identity and Background.
(a) Name: Donald D. Dreher
(b) Business Address: DMI Furniture, Inc.
One Oxmoor Place
101 Bullitt Lane
Louisville, Kentucky 40222
(c) Principal Occupation: Chairman, President and Chief
Executive Officer of the Issuer.
(d) During the last five years, Mr. Dreher has not been
convicted in a criminal proceeding.
(e) During the last five years, Mr. Dreher 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. Dreher is a United States citizen.
Item 4. Purpose of Transaction.
Donald D. Dreher is the Issuer's Chairman, President and Chief
Executive Officer and a member of the Issuer's board of directors.
By virtue of these positions, Mr. Dreher is in a position to exert
significant influence over the conduct of the Issuer's business.
In the future, Mr. Dreher 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
Mr. Dreher 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
<PAGE>
market conditions, economic conditions in general, and the
condition of the furniture industry and the Issuer in particular.
Except as indicated above, Mr. Dreher 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.
Donald D. Dreher made gifts of shares of Common Stock to his
two children on November 21, 1996 and January 3, 1997, totalling
32,000 shares.
On December 12, 1996, the Issuer issued Mr. Dreher 33,233
shares of Common Stock as a stock bonus for fiscal 1996 in
accordance with the terms of Mr. Dreher's employment agreement.
See Item 6. The shares were valued at $1.75 per share, the market
price of the Common Stock at the close of trading on August 30,
1996, the last trading day of fiscal 1996.
Mr. Dreher has not engaged in any other transactions in the
Common Shares or securities convertible into the Common Shares
during the past sixty days.
Mr. Dreher owns 88,281 Common Shares, options to purchase
445,093 Common Shares granted under the Issuer's employee benefit
plans, and 45,531 Preferred Shares convertible into 56,471 Common
Shares. Mr. Dreher has sole voting and dispositive power with
respect to these shares. Mr. Dreher is the beneficial owner of a
total of 589,845 shares or 16.6% of the Common Shares.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Dreher has entered into an employment agreement with the
Issuer for the period January 1, 1996 through December 31, 1998,
pursuant to which Mr. Dreher serves as Chairman, President and
Chief Executive Officer at an annual salary of $275,000 which is
reviewed annually. In addition, Mr. Dreher can earn a bonus with
respect to each year of his employment payable in newly issued
Common Shares having a market value equal to 59.3% of any cash
bonus for such year earned by Mr. Dreher pursuant to the formula
contained in his employment agreement.
Mr. Dreher has entered into a severance agreement with the
Issuer, which have been automatically renewed through December 31,
2000. The severance agreements provide, among other things, for
the payment of certain compensation to them following termination
of employment other than for cause after a change in control of the
Issuer. The severance agreement is described in greater detail on
pages 10 and 11 of the Issuer's Definitive Proxy Statement dated
November 8, 1996, the applicable portions of which are incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Employment Agreement with Donald D. Dreher
is incorporated by reference to Exhibit 10.1 to the Issuer's
Current Report on Form 8-K dated April 22, 1996 (the "April 1996
8-K").
Exhibit 99.2 Severance Agreement with Donald D. Dreher
is incorporated by reference to the Issuer's 1993 10-K.
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/Donald D. Dreher
Date: January 9, 1997
