Page 1 of 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1 )
DMI Furniture, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
233230101
(Cusip Number)
Daniel H. Abramowitz, Hillson Partners Limited Partnership, 6900 Wisconsin
Avenue, Suite 501, Bethesda, Maryland 20815 (301) 656-9669
(Name, Address and Telphone Number of Person Authorized to Receive Notices
and Communications)
March 23, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previousely filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with this statement .
CUSIP N0. 233230101 Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hillson Partners Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
7. SOLE VOTING POWER
320,000 SHARES
8. SHARED VOTING POWER
0 SHARES
9. SOLE DISPOSITIVE POWER
320,000 SHARES
10. SHARED DISPOSITIVE POWER
0 SHARES
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,000 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.19%
14. TYPE OF REPORTING PERSON*
PN
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Item 1. Security and Issuer.
This statement relates to the shares of common stock, $.10 par value per share
(the "Shares") of DMI Furniture, Inc. ("DMI") which maintains its principal
executive offices at One Oxmoor Place, 101 Bullitt Lane, Louisville,
Kentucky 40222.
Item 2. Identity and Background.
(a), (b) and (c) This statement is filed by Hillson Partners Limited
Partnership ("Hillson"), 6900 Wisconsin Avenue, Suite 501, Bethesda,
Maryland 20815. Hillson was formed as a limited partnership in October of
1991 under the laws of the State of Maryland for the purpose, among other
things, of investing its assets in stocks, bonds and other financial
instruments. The general partner of Hillson is Hillson Financial
Management, Inc., a Maryland corporation whose President and controlling
stockholder is
(d) During the past five years, neither Hillson nor Mr. Abramowitz has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Hillson nor Mr. Abramowitz has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which was subject to a judgment,
decree of 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 laws.
(f) Hillson is a Maryland limited partnership.
Page 4 of 7 Pages
Item 3. Source and Amount of Funds.
The aggregate purchase price, including brokerage commissions, for the
320,000 Shares acquired by Hillson as of the close of business on
March 26, 1999 is $1,009,538. Such funds were provided by Hillson's working
capital.
Item 4. Purpose of Transaction.
Hillson has purchased the Shares for capital appreciation. Hillson has no
current plans or proposals regarding any extraordinary transaction
involving DMI, including any merger, reorganization or liquidation, sale or
transfer of assets, change in the board of directors or management, change
in the present capitalization or dividend policy, change in business or
corporate structure, change in the charter or by-laws or any action similar
to any of the foregoing. Hillson may buy or sell Shares in the future
depending on price, availability and general market conditions.
Hillson believes that DMI's shares are significantly undervalued. Hillson has
had discussions with management regarding various ways to enhance shareholder
value, and Hillson expects to continue to have such discussions in the future.
Except as disclosed herein, Hillson has no current intention with respect to
any action referred to in the text of Item 4 of Schedule 13D, however, Hillson
reserves the right to act with respect to any of them as it deems in its own
best interests at any time.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on October 30, 1998 Hillson owned beneficially
320,000 Shares representing 8.19% of the Shares outstanding.1
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(b) The information in Items 7 through 10 of the cover sheet to this Schedule
13D is incorporated herein by reference.
(c) All transactions by Hillson in the Shares in the sixty days preceding the
date of the Statement are reported on Schedule A attached hereto and
incorporated herein by reference. All such transactions were open market
transactions effected by Hillson, unless otherwise indicated, on the NASDAQ
national market system.
(d) No person, other than Hillson, has the right to receive dividends from,
and proceeds from the sale of, the Shares reported on herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Page 6 of 7 Pages
SIGNATURE
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.
Dated: March 26, 1999
Hillson Partners Limited Partnership
By: Hillson Financial Management, Inc.
By:
Daniel H. Abramowitz
President
Page 7 of 7 Pages
SCHEDULE A
Transactions by Hillson Partners Limited Partnership in the Shares of
DMI in the sixty days preceding the date of this Statement.
Number of
Date Shares Purchased Price Per Share*
1/28/99 1,500 4.442
1/29/99 3,000 4.330
2/1/99 5,000 4.264
2/9/99 2,500 4.072
2/22/99 1,500 4.067
2/23/99 1,000 4.075
2/24/99 2,500 4.060
2/25/99 500 4.100
3/4/99 2,500 4.060
3/17/99 2,500 4.060
3/18/99 1,500 4.067
3/19/99 1,500 4.067
3/23/99 3,500 3.995
3/24/99 4,200 3.8631
3/26/99 5,000 3.6925
* Includes brokerage commissions
