SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 3
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 4, 1999
(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. . . . . . . . . .. . . . 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. . . . . . . . . . . . . 586,483
(8) Shared voting power. . . . . . . . . . . . 0
(9) Sole dispositive power . . . . . . . . . . 586,483
(10) Shared dispositive power . . . . . . . . . 0
(11) Aggregate amount beneficially
owned by each reporting person . . . . . . 586,483
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares . . . . . . . . . . . . . . . . . .
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . 13.2%
(14) Type of reporting person . . . . . . . . . IN
<PAGE>
The Reporting Person, Donald D. Dreher, hereby amends Items 3,
5, 6, and 7 of his Schedule 13D with respect to the common stock
("Common Stock") of DMI Furniture, Inc. ("Issuer") as follows:
Item 3. Sources and Amount of Funds or Other Consideration.
Under the terms of his employment agreement, Mr. Dreher is
entitled to a stock bonus calculated as a percentage of his cash
bonus. The value so calculated is to be paid in the form of newly
issued shares of Common Stock, based on the closing bid price
reported for the Common Stock on the last trading day of the fiscal
year. For fiscal 1998, Mr. Dreher earned a stock bonus of 62,879
shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
On August 17, 1998, Mr. Dreher was issued 1,564 shares of
Common Stock upon his conversion of 782 shares of the Issuer's
Class C Preferred Stock, par value $2.00 per share ("Preferred
Shares").
On August 29, 1998, the Issuer redeemed all of its outstanding
Preferred Shares for $3.00 per Preferred Share in cash in
accordance with its Certificate of Incorporation. Mr. Dreher held
a total of 44,749 Preferred Shares, which had been convertible into
54,907 shares of Common Stock.
On January 4, 1999, the Issuer issued Mr. Dreher 62,879 shares
of Common Stock as a stock bonus for fiscal 1998 in accordance with
the terms of Mr. Dreher's employment agreement. See Item 6. The
shares were valued at $2.938 per share, the market price of the
Common Stock at the close of trading on August 29, 1998, the last
trading day of fiscal 1998.
Except as noted in the preceding paragraphs, Mr. Dreher has
not engaged in any other transactions in the shares of Common Stock
or securities convertible into shares of Common Stock during the
past sixty days.
Mr. Dreher beneficially owns 141,390 shares of Common Stock and
options to purchase 445,093 shares of Common Stock granted under
the Issuer's employee benefit plans. Mr. Dreher has sole voting
and dispositive power with respect to these shares. Mr. Dreher is
the beneficial owner of a total of 586,483 shares or 13.2% of the
shares of Common Stock.
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 which expires August 31, 2000, 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 shares of Common Stock 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 has been automatically renewed through December 31,
2002. The severance agreement provides, among other things, for
the payment of certain compensation to him 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
page 9 of the Issuer's Definitive Proxy Statement dated December
21, 1998, the applicable portions of which are incorporated herein
by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Extension and Renewal of Employment Agreement as
of October 9, 1997 between the Issuer and Donald D. Dreher is
incorporated by reference to Exhibit 10(f) to Form 10-K for the
fiscal year ended August 29, 1998.
Exhibit 99.2 Amendment of Employment Agreement and Severance
Agreement dated May 19, 1988 with Donald D. Dreher is incorporated
by reference to Form 10-K for the fiscal year ended August 28,
1993.
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 15, 1999
