<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Krause's Furniture, Inc. (Formerly Worth Corporation)
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(Name of Issuer)
Common Stock, Par Value $.001
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(Title of Class of Securities)
500760 20 2
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(CUSIP Number)
MR. JOHN H. BARKLEY, VICE PRESIDENT, FINANCE/CONTROLLER
%ATCO DEVELOPMENT, INC. 11777 KATY FREEWAY
SUITE 175N, HOUSTON, TEXAS 77079, (281) 870-1500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 26, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously 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 / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
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SCHEDULE 13D
CUSIP No. 500760 20 2 Page 2 of 9 Pages
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ATCO HOLDINGS, LIMITED (NO IRS I.D. NO)
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
BRITISH WEST INDIES
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned NONE
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
1,115,923
--------------------------------------------------
(9) Sole Dispositive Power
NONE
--------------------------------------------------
(10) Shared Dispositive Power
1,115,923
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,115,923
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.43%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
OO
*SEE INSTRUCTION BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
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SCHEDULE 13D
CUSIP No. 500760 20 2 Page 3 of 9 Pages
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ATCO DEVELOPMENT, INC. 74-2093337
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
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(6) Citizenship or Place of Organization
TEXAS, U.S.A.
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Number of Shares (7) Sole Voting Power
Beneficially Owned NONE
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
283,601
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(9) Sole Dispositive Power
NONE
--------------------------------------------------
(10) Shared Dispositive Power
283,601
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
283,601
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
Not Applicable
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1.63%
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(14) Type of Reporting Person*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
<PAGE>
SCHEDULE 13D
CUSIP No. 500760 20 2 Page 4 of 9 Pages
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ABDULRAHMAN A. AL-TURKI ###-##-####
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
SAUDI ARABIA
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Number of Shares (7) Sole Voting Power
Beneficially Owned NONE
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
1,115,923
--------------------------------------------------
(9) Sole Dispositive Power
NONE
--------------------------------------------------
(10) Shared Dispositive Power
1,115,923
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,115,923
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.43%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
<PAGE>
SCHEDULE 13D
CUSIP No. 500760 20 2 Page 5 of 9 Pages
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KAMAL ABDELNOUR ###-##-####
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 32,325 (WARRANTS) & 8,333 (OPTIONS)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
NONE
--------------------------------------------------
(9) Sole Dispositive Power
32,325 (WARRANTS) & 8,333 (OPTIONS)
--------------------------------------------------
(10) Shared Dispositive Power
NONE
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
(8,333 OPTIONS & 32,325 WARRANTS)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.23 (ASSUMING CONVERSION)
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(14) Type of Reporting Person*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
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PAGE 6 OF 9
STATEMENT OF INFORMATION
FOR ATCO HOLDINGS, LIMITED
ATCO DEVELOPMENT, INC.
ABDULRAHMAN ALI AL-TURKI
AND
KAMAL ABDELNOUR
The following statement of information is being filed by ATCO Holdings Limited,
ATCO Development, Inc. (together, ATCO), Abdulrahman A. Al-Turki, and Kamal
Abdelnour pursuant to Regulation 240.13d-1 of the Securities and Exchange Act of
1934. This fourth amendment is being filed in order to disclose certain
additional agreements entered into in conjunction with the transactions which
occurred on August 26, 1996 as reported in the third amendment filed on
September 6, 1996. As used herein, "the Company" and Issuer refer to Krause's
Furniture, Inc.
The following changes have occurred as a result of or in conjunction with the
transaction being reported on herein:
Item 1 - Security and Issuer - No change
Item 2 - Identity and Background:
Paragraph D - Kamal Abdelnour: Mr. Abdelnour has been renominated and elected
as a director of the Company effective September 16, 1996.
Item 3 - Source and amount of funds and other considerations: N/A
Item 4 - Purpose of Transaction. Shares have been acquired for investment. For
details of transaction, see Item 6.
Item 5 - Interest in Securities of Issuer: Mr. Abdelnour has been granted
options, as a newly elected director, to purchase 5,000 shares of the Company's
common stock at $1.41 per share. The options were granted September 16, 1996,
become exercisable June 16, 1997 and expire September 15, 2006.
As of October 3, 1996, reporting persons interests are as follows:
a) The aggregate number of shares of common stock, par value $.001 outstanding
of Krause's Furniture, Inc. is 17,364,001.
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PAGE 7 OF 9
Ownership of the reporting group is as follows:
SHARES PERCENT
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ATCO Holdings Limited for its own account 832,322 4.79%
ATCO Development, Inc. for its own account 283,601 1.63%
Abdulrahman A. Al-Turki, personally 0 0%
Kamal Abdelnour 0 0%
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As a group 1,115,923 6.43%
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--------- -----
Kamal Abdelnour owns options to purchase 8,333 shares of issuer's common stock
and warrants to purchase 32,325 shares of issuer's common stock. 3,333 options
and the warrants are currently exercisable, however the exercise prices exceed
recent market prices. Options to purchase 5,000 shares are exercisable June 16,
1997 through September 15, 2006. Assuming conversion of Abdelnour's warrants
and options, he would have sole voting and dispositive power over 40,658 shares
of common stock and shared voting and dispositive power over 1,115,923 shares
for a total of 1,156,581 shares representing 6.66% of the assumed shares
outstanding. Mr. Abdelnour disclaims beneficial ownership of shares owned by
ATCO Holdings Limited and ATCO Development, Inc. totalling 1,115,923 shares (the
ATCO shares).
(b) Abdulrahman Ali Al-Turki has shared voting and dispositive power over the
1,115,923 shares listed above.
ATCO Holdings Limited has shared voting and dispositive power over the
1,115,923 shares listed above.
ATCO Development, Inc. has shared voting and dispositive power over the
283,601 shares held for its own account.
Kamal Abdelnour has shared voting and dispositive power over 1,115,923
shares (the ATCO shares). Assuming conversion of his owned warrants and
options, Abdelnour has sole voting and dispositive power over 40,658 shares
and shared voting and dispositive power over the 1,115,923 ATCO shares.
Abdelnour disclaims any beneficial ownership of the ATCO shares.
(c) Mr. Abdelnour's options to purchase 3,333 shares of issuer's common stock
will expire on or about November 26, 1996; the warrants to purchase 32,325
shares expire on 12/31/99.
(d) No transaction in the class of securities that are the subject of this
report and statement, except as described herein, have been effected by any
of the reporting persons named herein within the last 60 days.
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PAGE 8 OF 9
(e) No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of the securities that are
the subject of this report.
Item 6 - Contracts, arrangements, understandings of relationships with respect
to securities of the issuer:
On August 26, 1996, the Company entered into an agreement with General Electric
Capital Corporation (GECC), and some other investors. Pursuant to the agreement
(the GECC Agreement) GECC acquired from the Company shares, subordinated
pay-in-kind notes and a warrant to purchase additional shares. As participants
in the GECC agreement, ATCO Holdings Limited purchased 400,000 shares and
ATCO Development, Inc. purchased 253,167 shares of common stock from issuer.
Concurrently with the GECC Agreement, GECC and several stockholders of the
Company, including ATCO Development, Inc. and ATCO Holdings, Limited (ATCO),
entered into a stockholders agreement and a registration rights agreement. The
GECC agreement, the stockholders agreement and the registration rights agreement
have been filed by the Issuer with Form 8K dated August 26, 1996 which is hereby
incorporated by reference. The stockholders agreement provides, among other
things, that:
- - Each of GECC, and the Permal Group (which consists of certain other
reporting persons and ATCO) shall have the right to designate one of the
six members of the Company's Board of Directors, which right shall continue
so long as GECC or the Permal Group beneficially owns at least 2,000,000
shares.
- - The approval of the director designated by GECC must be obtained before the
Company may take certain specified actions.
- - Members of the Permal Group, (which includes ATCO) shall, upon the written
request of GECC, at any meeting of the stockholders, or in any action by
written consent, vote all shares in the same manner as GECC votes its
shares.
- - Transfers of shares are prohibited except as permitted under the
stockholders agreement, which provides that the stockholders proposing to
transfer shares must first offer such shares to other stockholders who are
party to the agreement. Sales of registered shares in public offerings or
sales on NASDAQ aggregating (together with other sales of shares by members
of the same stockholders' group) not more than 1 million shares, would not
be subject to the right of first offer.
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PAGE 9 OF 9
- - Sales by members of either group (the GECC group, or the Permal Group) in
one or more related transactions aggregating more than 3,000,000 shares
will create a "tag-along" right to the stockholders of the other group,
whereby the members of the other group will have the right to participate
on a prorata basis..
- - The stockholders agreement expires if GECC no longer beneficially owns
2,000,000 or more shares.
The registration rights agreement provides that GECC and certain other
stockholders are entitled to request from the Company the registration under the
Securities Act of 1933, as amended, at any time after August 31, 1999, (unless
GECC consents to an earlier date or provided certain conditions are met in
accordance with the provisions of this agreement) of at least 1,000,000 shares
of common stock, up to a maximum of two such registrations in any 12-month
period.
Consequently the 400,000 shares of stock acquired by ATCO Holdings, Limited, and
the 253,167 shares of stock acquired by ATCO Development, Inc. as part of the
GECC agreement dated August 26, 1996 are restricted shares, have not been
registered under the Securities Act of 1933, as amended, and are subject to the
registration rights agreement dated August 26, 1996.
Furthermore, the 832,322 shares beneficially owned by ATCO Holdings, Limited,
and the 283,601 shares beneficially owned by ATCO Development, Inc. are subject
to transfer and voting restrictions as outlined herein in accordance with the
provisions of the stockholders' agreement dated August 26, 1996.
Item 7 - Material to be filed as exhibits: Form 8K as filed by issuer, together
with the exhibits dated August 26, 1996 is hereby incorporated by reference as
stated herein.
The relevant exhibits are described as follows in the Form 8K:
EXHIBIT
10.1 Form of Securities Purchase Agreement between the Company and GECC
dated as of August 26, 1996.
10.4 Form of Securities Purchase Agreement between the Company and Certain
Stockholders dated as of August 26, 1996.
10.5 Form of Stockholders Agreement among the Company, GECC and certain
other stockholders of the Company dated as of August 26, 1996.
10.6 Form of Registration Rights Agreement among the Company, GECC and
certain other stockholders of the Company dated as of August 26, 1996.
<PAGE>
After reasonable inquiry to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete, and correct.
DATE: 6/31/96
---------------------------------
ATCO DEVELOPMENT, INC.
BY: /s/ JOHN H. BARKLEY
------------------------------------
JOHN H. BARKLEY
VICE PRESIDENT, FINANCE/CONTROLLER
ATCO HOLDINGS LIMITED
BY: /s/ JOHN H. BARKLEY
------------------------------------
JOHN H. BARKLEY
AUTHORIZED REPRESENTATIVE
ABDULRAHMAN ALI AL-TURKI
BY: /s/ JOHN H. BARKLEY
------------------------------------
JOHN H. BARKLEY
AUTHORIZED REPRESENTATIVE
KAMAL ABDELNOUR
BY: /s/ KAMAL ABDELNOUR
------------------------------------
KAMAL ABDELNOUR
<PAGE>
The undersigned hereby agree:
1. that each of them is responsible for the timely filing of Form 13D and
any amendments to it with regard to Krause's Furniture, Inc. plus the
completeness and accuracy of the information contained in the
statement and,
2. such Form 13D identifies all of the undersigned and such Form 13D is
filed on behalf of each of them.
ATCO DEVELOPMENT, INC. ABDULRAHMAN ALI AL-TURKI
BY: /s/ John H. Barkley, Jr. BY: /s/ John H. Barkley, Jr.
--------------------------- ---------------------------
John H. Barkley, Jr. John H. Barkley, Jr.
Vice President of Authorized Representative
Finance/Controller
ATCO HOLDINGS, LIMITED KAMAL ABDELNOUR
BY: /s/ John H. Barkley, Jr. /s/ KAMAL ABDELNOUR
--------------------------- ---------------------------
John H. Barkley, Jr. KAMAL ABDELNOUR
Authorized Representative
