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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KRAUSE'S FURNITURE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
500760-20-2
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(CUSIP Number)
MICHAEL J. CONNELL, ESQ.
J. TIMOTHY SCOTT, ESQ.,
MORRISON & FOERSTER
555 W. FIFTH STREET
LOS ANGELES, CALIFORNIA 90013
(213) 892-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 3, 1997
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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 less than five percent 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).
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CUSIP No. 500760-20-2 SCHEDULE 13D Page 2 of 6
1) Names of Reporting Persons / S.S. or I.R.S. Identification Nos. of above
Persons
John F. Hawley
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(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) [ ]
6) Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) Sole Voting Power 40,000
8) Shared Voting Power 1,336,472
9) Sole Dispositive Power 0
10) Shared Dispositive Power 1,336,472
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,376,472
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
7.2%
14) Type of Reporting Person
IN
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CUSIP No. 500760-20-2 SCHEDULE 13D Page 3 of 6
1) Names of Reporting Persons / S.S. or I.R.S. Identification Nos. of above
Persons
Barbara H. Hawley
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(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) [ ]
6) Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) Sole Voting Power 0
8) Shared Voting Power 1,336,472
9) Sole Dispositive Power 0
10) Shared Dispositive Power 1,336,472
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,356,472
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
7.1%
14) Type of Reporting Person
IN
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CUSIP No. 500760-20-2 SCHEDULE 13D Page 4 of 6
Unless otherwise expressly set forth herein, the responses contained
herein, including those on the cover page, are as of September 3, 1997. Except
as otherwise expressly set forth below, the information set forth in the initial
filing on Schedule 13D by the reporting persons remains accurate and in effect
as of September 3, 1997.
Item 1. SECURITY AND ISSUER
This statement relates to the common stock, $.001 par value per share
(the "Common Stock"), of KRAUSE'S FURNITURE, INC., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 200
North Berry Street, Brea, California 92821-3903.
Item 2. IDENTITY AND BACKGROUND
(a) The persons filing this statement are John F. Hawley ("John
Hawley") and Barbara H. Hawley ("Barbara Hawley") (together, the "Hawley
Trustees"), in their capacities as co-trustees of the several trusts (the
"Hawley Trusts") as follows:
Allison Booth Hawley Trust I
Caitlin Hale Hawley Trust I
Maureen Erin Hawley Trust I
Shannon Follen Hawley Trust I
Hawley Family Trust
Allison Booth Hawley Trust II
Caitlin Hale Hawley Trust II
Maureen Erin Hawley Trust II
Shannon Follen Hawley Trust II
This statement is also being filed by John Hawley acting in his
individual capacity as to shares of Common Stock owned directly by him or by him
through a self-directed individual retirement account.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price for the 326,472 shares of Common Stock
acquired by the Hawley Trustees as reported herein is $515,350.50, which funds
were derived from the investment corpus of the various Hawley Trusts in
proportion to their acquisition of the shares purchased by the Hawley Trustees
and from the personal funds of John Hawley as to the shares acquired by him.
Item 4. PURPOSE OF TRANSACTION
The Hawley Trustees have acquired the shares of Common Stock subject of
this report for investment purposes. Except as described in the original
Schedule 13D filing, the
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CUSIP No. 500760-20-2 SCHEDULE 13D Page 5 of 6
reporting persons herein have no plans or proposals which relate to or would
result in any of the changes discussed therein.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) With acquisition by the Hawley Trusts managed by the Hawley
Trustees and John Hawley of 326,472 shares of Common Stock as reported herein,
the reporting persons beneficially own, in the aggregate 1,376,472 shares of
Common Stock, representing approximately 7.2% of the outstanding shares of
Common Stock of the Company. Barbara Hawley specifically disclaims any
beneficial ownership interest in the 40,000 shares of Common Stock held by John
Hawley in his individual capacity or through a self-directed individual
retirement account, as to which 20,000 shares are included in line 11 of page
three above.
The Hawley Trustees hold the shares of Common Stock for the Hawley
Trusts, and John Hawley holds shares of Common Stock, in the amounts as follows:
<TABLE>
<CAPTION>
Shares of
Common Stock
Purchased
------------
<S> <C> <C>
John F. Hawley and
Barbara H. Hawley, as Trustees for the Trusts
(the "Hawley Trustees") and in the amount below 1,336,472
Allison Booth Hawley Trust I 165,368
Caitlin Hale Hawley Trust I 165,368
Maureen Erin Hawley Trust I 165,368
Shannon Follen Hawley Trust I 165,368
Hawley Family Trust 525,000
Allison Booth Hawley Trust II 37,500
Caitlin Hale Hawley Trust II 37,500
Maureen Erin Hawley Trust II 37,500
Shannon Follen Hawley Trust II 37,500
John F. Hawley 20,000
John F. Hawley individual retirement account 20,000
TOTAL:
</TABLE>
The Hawley Trustees disclaim membership in a "group" within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934.
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CUSIP No. 500760-20-2 SCHEDULE 13D Page 6 of 6
(b) Each of the Hawley Trustees, with the other Hawley Trustee, has
shared voting power and power of disposition over the 1,336,472 shares of Common
Stock owned by them as trustees for the Hawley Trusts. The shares held of record
by the Hawley Trustees are for limited purposes subject of a Stockholders
Agreement and a Registration Rights Agreement described in the initial filing on
Schedule 13D by the reporting persons. Barbara Hawley specifically disclaims any
beneficial ownership interest in the 40,000 shares of Common Stock held by John
Hawley in his individual capacity or through a self-directed individual
retirement account, as to which 20,000 shares are included in line 11 of page
three above.
(c) On September 3, 1997, the reporting persons acquired, 200,000
shares of Common Stock for cash at a purchase price equal to $1.75 per share.
Such shares of Common Stock were acquired from two shareholders of the Company
in privately negotiated transactions.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
There are no Exhibits to this amendment.
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: September 15, 1997 /s/ JOHN F. HAWLEY
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JOHN F. HAWLEY, Trustee
Dated: September 15, 1997 /s/ BARBARA H. HAWLEY
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BARBARA H. HAWLEY, Trustee
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
