<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 1, 1995
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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 /X/. (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))
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CUSIP No. 500760 20 2 SCHEDULE 13D Page 2 of 12 Pages
ATCO Holdings Limited (No IRS I.D. No.)
- -------------------------------------------------------------------------------
(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
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Number of Shares (7) Sole Voting
Beneficially Owned Power None
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 462,756
--------------------------------------------------
(9) Sole Dispositive
Power None
--------------------------------------------------
(10) Shared Dispositive
Power 462,756
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
462,756
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
11.3%
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(14) Type of Reporting Person*
00
- -------------------------------------------------------------------------------
*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>
CUSIP No. 500760 20 2 SCHEDULE 13D Page 3 of 12 Pages
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) / /
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(3) SEC Use Only
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(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
Beneficially Owned Power None
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 30,434
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(9) Sole Dispositive
Power None
--------------------------------------------------
(10) Shared Dispositive
Power 30,434
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
30,434
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
Not Applicable
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(13) Percent of Class Represented by Amount in Row (11)
.75%
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(14) Type of Reporting Person*
CO
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*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>
CUSIP No. 500760 20 2 SCHEDULE 13D Page 4 of 12 Pages
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) / /
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(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
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(6) Citizenship or Place of Organization
Saudi Arabia
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Number of Shares (7) Sole Voting
Beneficially Owned Power None
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 462,756
--------------------------------------------------
(9) Sole Dispositive
Power None
--------------------------------------------------
(10) Shared Dispositive
Power 462,756
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
462,756
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
Not Applicable
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
11.3%
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(14) Type of Reporting Person*
IN
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*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>
CUSIP No. 500760 20 2 SCHEDULE 13D Page 5 of 12 Pages
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/
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(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
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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
U.S.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 3,333 (Options)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 485,455 (Includes
Warrants)
--------------------------------------------------
(9) Sole Dispositive
Power 3,333 (Options)
--------------------------------------------------
(10) Shared Dispositive
Power 485,455 (Includes
Warrants)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
14,683 (3,333 Options & 11,350 Warrants)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.36%
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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.
<PAGE>
PAGE 6 OF 12
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., Abdulrahman A. Al-Turki, and Kamal Abdelnour
pursuant to Regulation 240.13d-1 of the Securities and Exchange Act of 1934.
This second amendment is being filed as the result of the conversion by
issuer of 97,800 shares of its Series B Preferred Stock into 978,000 shares
of issuer's Common Stock (the event). The event resulted in the reporting
persons becoming 5% shareholders as a group.
Item 1 - Security and Issuer:
This statement relates to the common stock of Krause's Furniture, Inc. par
value $.001, a Delaware Corporation, whose principal office is located at
5980 Stoneridge Drive, Suite 109, Pleasanton, California, 94588.
Item 2 - Identity and Background:
The name and principal business and office address of the persons filing this
statement are:
A. ATCO HOLDINGS LIMITED
c/o Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, British West Indies
Abdulrahman A. Al-Turki, % A.A. Turki Corporation, P.O. Box 718, Dammam
31421, Saudi Arabia, is Chairman, Chief Executive Officer, and controlling
shareholder of ATCO Holdings Limited.
ATCO Holdings Limited is a British West Indies Limited Liability Company.
ATCO Holdings Limited is a holding company.
B. Abdulrahman Ali Al-Turki
c/o A. A. Turki Corporation
P.O. Box 718
Dammam 31421
Saudi Arabia
Abdulrahman Ali Al-Turki is a citizen of the Kingdom of Saudi Arabia.
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PAGE 7 OF 12
Abdulrahman Ali Al-Turki is Chairman and CEO of A. A. Turki Corporation,
Dammam, Saudi Arabia, and of ATCO Holdings Limited and Chairman of ATCO
Development, Inc.
Neither ATCO Holdings Limited nor Abdulrahman Ali Al-Turki have been
convicted of any crimes, excluding traffic violations and similar
misdemeanors, within the preceding five years.
Neither Abdulrahman Ali Al-Turki nor ATCO Holdings Limited have been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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 laws.
C. ATCO Development, Inc.
11777 Katy Freeway, Suite 175N
Houston, Texas 77079
ATCO Development, Inc. is a Texas Corporation.
ATCO Development, Inc. is a wholly owned subsidiary of ATCO Holdings Limited.
ATCO Development, Inc. is engaged in the businesses of investments, real
estate ownership and management, and export sales.
The officers, and directors of ATCO Development, Inc. are:
Kamal Abdelnour, President, CEO, and Director
Jamal Abdelnour, Executive Vice President and Director
John H. Barkley, Jr., Vice President, Finance/Controller and Director
Fuad Tannous, Director
Abdulrahman Ali Al-Turki, Chairman
Messrs. Al-Turki, K. Abdelnour, J. Abdelnour, and Barkley have been employed
by the Company for more than thirteen years. Mr. Tannous has been employed
by A. A. Turki Corporation, Dammam, Saudi Arabia, for more than eight years.
The address of Kamal Abdelnour, Jamal Abdelnour, and John H. Barkley, Jr. is:
% ATCO Development, Inc.
11777 Katy Freeway, Suite 175N
Houston, Texas 77079
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PAGE 8 OF 12
The address of Fuad Tannous is:
% A. A. Turki Corporation
P.O. Box 718
Dammam 31421
Saudi Arabia
Neither Al-Turki, K. Abdelnour, J. Abdelnour, Barkley, Tannous, nor ATCO
Development, Inc. have been convicted of any crimes, excluding traffic
violations and similar misdemeanors, within the preceding five years.
Neither Al-Turki, K. Abdelnour, J. Abdelnour, Barkley, Tannous, nor ATCO
Development, Inc. have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to 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 laws.
K. Abdelnour, J. Abdelnour, Fuad Tannous, and John Barkley are United States
citizens; Abdulrahman Ali Al-Turki is a Saudi Arabian citizen.
D. Kamal Abdelnour
%ATCO Development, Inc.
11777 Katy Freeway, Suite 175N
Houston, Texas 77079
Kamal Abdelnour is a citizen of the United States of America.
Kamal Abdelnour has been employed as president of ATCO Development, Inc. for
more than 15 years. Kamal Abdelnour is a director of ATCO Development, Inc.,
Worms Management Company, and Krause's Furniture, Inc. (Issuer); He is a 50%
partner in IMC Associates, a Texas General Partnership, which owns warrants
to purchase 22,699 shares of common stock of issuer.
Kamal Abdelnour has not been convicted of any crimes, excluding traffic
violations and similar misdemeanors, within the last five years.
Kamal Abdelnour has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to 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 laws.
<PAGE>
PAGE 9 OF 12
Item 3 - Source and amount of funds and other considerations
On December 18, 1992 ATCO Holdings Limited extended a $5,000,000 loan to
Worth Corporation (predecessor to Krause's Furniture, Inc.). The source of
the funds was an equity contribution from ATCO Holdings Limited shareholders.
As part of the consideration received for making the loan, ATCO Holdings
Limited received 129,383 shares of common stock of issuer valued at $162,000.
ATCO Holdings Limited also received 58,513 shares of stock of Krause's Sofa
Factory with a value of $292,565 as consideration for making the loan. The
58,513 shares were subsequently converted into 189,582 shares of Worth
Corporation stock as the result of a merger. Worth Corporation changed its
name to Krause's Furniture, Inc. in December, 1994.
On October 14, 1993 ATCO Holdings Limited purchased, for $2,200,500 cash,
using funds provided by its shareholders as a capital contribution, 97,800
shares of the non-voting preferred stock, Series B, of the issuer,
convertible into 978,000 shares of issuer's common stock at the option of
issuer.
Effective June 1, 1995, issuer converted, in accordance with the terms of the
preferred stock, all of the preferred stock held by ATCO Holdings Limited,
into 978,000 shares of common stock.
Effective August 1, 1995, the above described shares, totalling 1,296,965
shares, were converted into 432,322 shares of common stock as a result of a 1
for 3 reverse stock split.
ATCO Development, Inc. purchased 83,000 shares of Keegan Management Company
for $116,525 on the open market using working capital funds. Subsequently,
in accordance with a stock exchange/merger agreement, Keegan Management
Company stock was converted into 91,300 shares of Worth Corporation at no
additional cost to ATCO Development, Inc.. Subsequently these shares were
converted into 30,434 shares of issuer as a result of the reverse stock split
mentioned above.
Item 4 - Purpose of Transaction. The purpose of the acquisition of all
securities of Worth Corporation (now Krause's Furniture, Inc.), was for
investment.
<PAGE>
PAGE 10 OF 12
Item 5 - Interest in Securities of Issuer:
(a) The aggregate number of shares of common stock, par value $.001 outstanding
of Krause's Furniture, Inc. is 4,081,796.
Ownership of the reporting group is as follows:
<TABLE>
<CAPTION>
SHARES PERCENT
------- -------
<S> <C> <C>
ATCO Holdings Limited for its own account 432,322 10.59%
ATCO Development, Inc. for its own account 30,434 .75%
Abdulrahman A. Al-Turki, personally 0 0%
Kamal Abdelnour 0 0%
------- -----
As a group 462,756 11.34%
------- -----
------- -----
</TABLE>
Kamal Abdelnour owns options to purchase 3,333 shares of issuer's common stock
and, as a partner in IMC Associates, owns 50% of warrants to purchase 22,699
shares of issuer's common stock. Such options and warrants are currently
exercisable, however the exercise prices exceed recent market prices. Assuming
conversion of Abdelnour's warrants and options, he would have sole voting and
dispositive power over 3,333 shares of common stock and shared voting and
dispositive power over 485,455 shares for a total of 488,788 shares representing
11.9% of the assumed shares outstanding. Mr. Abdelnour disclaims beneficial
ownership of shares owned by ATCO Holdings Limited and ATCO Development, Inc.
totalling 462,756 shares.
(b) Abdulrahman Ali Al-Turki has shared voting and dispositive power over the
462,756 shares listed above.
ATCO Holdings Limited has shared voting and dispositive power over the
462,756 shares listed above.
ATCO Development, Inc. has shared voting and dispositive power over the
30,434 shares held for its own account.
Kamal Abdelnour has shared voting and dispositive power over 462,756
shares. Assuming conversion of his owned warrants and options, Abdelnour
has sole voting and dispositive power over 3,333 shares and shared voting
and dispositive power over 485,455 shares. Abdelnour's powers over the
462,756 ATCO shares results from his responsibilities as president of ATCO
Development, Inc. Abdelnour disclaims any beneficial ownership of those
shares.
(c) 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 with the last 60 days.
<PAGE>
PAGE 11 OF 12
(d) 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:
As an integral part of the $5,000,000 loan reported on herein (see item 3) the
following consideration was given:
1) ATCO Holdings Limited was entitled to nominate one member to the Board of
Directors.
2) ATCO Development, Inc. received a fee of $150,000 for services in
connection with the transaction.
3) ATCO Development, Inc. received $83,242 as its participation in the
Achieved Discount realized by Worth Corporation, when Worth retired a note
of the corporation.
4) IMC Associates (a partnership having two of ATCO Development, Inc.'s
officers as partners) received 68,096 warrants to purchase the common stock
of the issuer at $1.50 per share, which exceeded fair market value on the
date of issue. The warrants were subject to the reverse 3 for 1 stock
split and are now 22,699 shares exercisable at $4.50 per share.
5) ATCO Holdings Limited realized $346,854 as its participation in the
achieved discount realized by Worth Corporation, when Worth retired a note
of the corporation.
6) ATCO Holdings Limited received 58,513 shares of stock of Krause's Sofa
Factory valued at $292,565.
The complete loan document package was filed as part of the reporting
persons Form 13d dated December 18, 1992 and filed on January 13, 1993.
<PAGE>
PAGE 12 OF 12
Item 7 - Material to be filed as exhibits:
Authorizations permitting John H. Barkley to file on behalf of the
following reporting persons:
ATCO Holdings Limited
Abdulrahman Ali Al-Turki
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: February 8, 1996
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
(AUTHORIZATION ENCLOSED)
ABDULRAHMAN ALI AL-TURKI
BY: /s/ JOHN H. BARKLEY
--------------------------
JOHN H. BARKLEY
AUTHORIZED REPRESENTATIVE
(AUTHORIZATION ENCLOSED
KAMAL ABDELNOUR
/s/ KAMAL ABDELNOUR
--------------------------
<PAGE>
ABDUL RAHMAN ALI AL-TURKI
LETTERHEAD
TO WHOM IT MAY CONCERN
We hereby authorize and designate Mr. John Barkley, Vice President of Finance
and Controller of ATCO Development, Inc., to prepare and file all reports on our
behalf as required by the U.S. Securities and Exchange commission.
This authorization shall remain in effect till otherwise revoked.
/s/ Abdulrahman Ali Al-Turki
- ----------------------------------------
Abdulrahman Ali Al-Turki
Chairman & Chief Executive Officer
<PAGE>
ATCO HOLDINGS LIMITED
C/O MAPLES & CALDER
P.O. BOX 309
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS
BRITISH WEST INDIES
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TO WHOM IT MAY CONCERN
WE HEREBY AUTHORIZE AND DESIGNATE MR. JOHN BARKLEY, VICE PRESIDENT OF FINANCE
AND CONTROLLER OF ATCO DEVELOPMENT, INC., TO PREPARE AND FILE ALL REPORTS ON OUR
BEHALF AS REQUIRED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.
THIS AUTHORIZATION SHALL REMAIN IN EFFECT TILL OTHERWISE REVOKED.
/S/ ABDULRAHMAN ALI AL-TURKI
- ----------------------------
ABDULRAHMAN ALI AL-TURKI
CHAIRMAN & CHIEF EXECUTIVE OFFICER
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<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. Abdul Rahman 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 Finance/ Authorized Representative
Controller
Atco Holdings, Limited Kamal Abdelnour
by /s/ JOHN H. BARKLEY, JR. by /s/ KAMAL ABDELNOUR
-------------------------- ------------------------
John H. Barkley, Jr.
Authorized Representative
