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): August 31, 1998
DMI FURNITURE, INC.
(Exact name of registrant as specified in charter)
Kentucky 0-4173 41-0678467
(State or other (Commission File Number) (IRS Employer
jurisdiction or 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
N/A
(Former name or former address
if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On August 31, 1998, DMI Furniture, Inc. announced that
it had completed the retirement of its Series C Preferred
Stock. The Company's press release dated August 31, 1998 is
attached as Exhibit 99 to this report.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99 Press Release dated August 31, 1998.
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
Date: September 2, 1998
DMI Furniture, Inc.
101 Bullitt Lane
Louisville, Kentucky 40222
Press Release
For further information:
AT THE COMPANY
Joseph G. Hill
Vice-President-Finance
502-426-4351 Ext. 227
E-mail: [email protected]
FOR IMMEDIATE RELEASE
August 31, 1998
DMI Furniture, Inc. Completes Preferred Stock Retirement
Louisville, Kentucky - August 31, 1998 -- DMI
Furniture, Inc. (NASDAQ: DMIF) today announced that it has
completed the retirement of its Series C Preferred Stock.
Of the 1,795,130 Series C shares outstanding on July
29, 1998 when the planned retirement was announced,
1,557,593 Series C shares, or 87% of the outstanding, were
redeemed by DMI at the price set by DMI's Articles of
Incorporation of $3.00 per share, and the balance of 237,537
Series C shares were converted into 322,922 shares of DMI
common stock. The redemption funds were provided by the
combination of cash and funds from a term loan provided by
Bank One, Indiana, NA.
After this transaction, the average common and common
equivalent shares outstanding decreased from approximately
6.1 million common and common equivalent shares to
approximately 4.2 million common and common equivalent
shares. This reduced number of common and common equivalent
shares, after the carrying cost of the debt incurred,
provides an accretive or anti-dilutive effect on diluted
earnings per share exceeding 30%.
Donald D. Dreher, Chief Executive Officer, said, "The
redemption of the Series C Preferred Stock is a very
positive transaction for our common stockholders. It
simplifies our balance sheet, replaces non-tax deductible
preferred dividends with tax deductible interest expense,
and increases common shareholder value as the transaction is
anti-dilutive or accretive to diluted earnings per common
share by over 30%. We are delighted to have this favorable
transaction completed".
The income applicable to common stock will be reduced
for the fiscal 1998 fourth quarter and twelve months ending
August 29, 1998 by approximately $1.7 million primarily
because the redemption price paid of $3.00 per share
exceeded the par or carrying value of the Series C of $2.00
per share.
DMI Furniture, Inc. is a Louisville, Kentucky based
vertically integrated manufacturer, importer, and marketer
of residential and commercial office furniture with five
manufacturing plants in Indiana and manufacturing sources in
Asia, Malaysia, and Mexico. Its divisions and trade names
include DMI Furniture, Wynwood Furniture, HomeStyles, DMI
Desk Company, Wood Classics Furniture Company, Carolina Desk
Company, and Carolina Classics Furniture Company.
DMI press releases and other DMI related information
are available on the internet under "Corporate News on the
Net" at www.businesswire.com.
Several statements relating to the estimated effect of
the redemption on the Company's future results set forth
above are forward looking statements. Management cautions
that all statements as to the Company's future results are
necessarily subject to risks, uncertainties, and events that
may be beyond the control of the Company, and no
assurance can be given that such results will be achieved.
Potential uncertainties include anticipated sales growth
resulting from industry growth and the timing and results of
the Company's new product introductions, as well as those
risks and uncertainties described in the Company's reports
filed with the Securities and Exchange Commission.
