<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
---------
SHELBY WILLIAMS INDUSTRIES, INC.
--------------------------------------------------------
(Name of Issuer)
Common Stock $.05 par value
--------------------------------------------------------
(Title of Class of Securities)
822135 10 9
--------------------------------------------------------
(CUSIP Number)
Walter Roth, D'Ancona & Pflaum
30 North Lasalle Street, Suite 2900
Chicago, IL 60602 Tel # (312) 580-2020
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 8, 1996
--------------------------------------------------------
(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).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 822135 10 9 13D Page 2 of 5 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MANFRED STEINFELD
S.S. No. ###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
N/A
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 2,424,248
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 40,908
--------------------------------------------------
(9) Sole Dispositive
Power 2,424,248
--------------------------------------------------
(10) Shared Dispositive
Power 40,908
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,465,156
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
27.7
- -------------------------------------------------------------------------------
(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>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D relates to the shares of common stock,
$.05 par value of Shelby Williams Industries, Inc. (the "Company"). The address
of the principal executive offices of the Company is Suite 11-111, Merchandise
Mart, Chicago, Illinois 60654.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Manfred Steinfeld ("Steinfeld").
(b) Suite 11-111, Merchandise Mart, Chicago, Illinois 60654.
(c) Steinfeld is Chairman of the Executive Committee of the Company, whose
principal business is the designing, manufacturing, and distribution of products
for the contract furniture business. Steinfeld was Chief Executive Officer of
the Company from its inception until May, 1991, when Paul N. Steinfeld became
Chief Executive Officer. Steinfeld was Chairman of the Board of the Company
until January, 1996.
(d) During the last five years, Steinfeld has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Steinfeld 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.
(f) Steinfeld is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable; this Amendment No. 2 is filed to report dispositions, not
acquisitions. Steinfeld, individually and as trustee, may, in the future,
purchase additional shares of the Company's common stock or dispose of such
shares by sale, gift or otherwise. Steinfeld has no present plans or proposals
which relate to or would result in any actions listed in paragraphs (a) through
(j) of Item 4 of Steinfeld's original Schedule 13D except as stated in the next
following sentence; Steinfeld reserves the right to adopt any such plans or
proposals in the future. Steinfeld, as a member of the Board of Directors of
the Company, has voted in favor of a resolution
3
<PAGE>
adopted by the Board in January, 1996, to nominate an additional outside
director at the Company's 1996 annual meeting of stockholders planned to be held
in May, 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Steinfeld owns beneficially 2,465,156 shares (27.7%) of the Company's
outstanding common stock, consisting of the following: (i) 2,093,248 shares
owned by Steinfeld; (ii) 331,000 shares owned by The Fern and Manfred Steinfeld
Charitable Remainder Trust UTA 10/17/95 (the "CRT"); (iii) 488 shares owned by
The Steinfeld Foundation, an Illinois not-for-profit corporation with three
directors; and (iv) 40,420 shares held by Steinfeld as one of four trustees of
the Company's Employee Stock Ownership Plan ("ESOP"). Steinfeld disclaims
beneficial ownership of the shares listed in (iii) and (iv) of the preceding
sentence. The figures in this paragraph exclude 25,054 shares owned by Fern
Steinfeld (wife of Steinfeld), as to which Steinfeld disclaims beneficial
ownership pursuant to rule 13d-4.
(b) Steinfeld has sole power to vote and dispose of 2,424,248 shares;
shared voting and investment power with Fern Steinfeld and Paul N. Steinfeld
(son of Steinfeld) as to 488 shares owned by The Steinfeld Foundation, of which
Steinfeld, Fern Steinfeld and Paul N. Steinfeld are trustees; and shared voting
and investment power with Paul N. Steinfeld, Robert P. Coulter and Sam Ferrell,
trustees, as to the 40,420 shares held by the trustees of the ESOP described in
paragraph (a) above. Steinfeld is settlor and a trustee of the CRT with sole
power as trustee to vote and dispose of the 331,000 shares of the Company's
common stock held by the CRT; Fern Steinfeld is the other trustee of the CRT.
The business address of Fern Steinfeld is the same as Steinfeld, and her present
principal occupation is housewife. The business address of each of Paul N.
Steinfeld, Robert P. Coulter and Sam Ferrell is Shelby Williams Industries,
Inc., 150 Shelby Williams Drive, Morristown, Tennessee 37813, and the present
principal occupation of each such person is as an executive officer of the
Company. All of the persons identified in this paragraph are citizens of the
United States of America and none has been involved during the last five years
in any of the matters described in Item 2(d) or (e).
(c) During the past sixty days, Steinfeld transferred the following shares
of the Company's common stock by gift without consideration:
DATE NUMBER
OF GIFT OF SHARES
------- ---------
02/08/96 46,300
(d) Not applicable.
(e) Not applicable.
4
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Steinfeld's Schedule 13D, filed October 25, 1990.
Exhibit 2 - Amendment No. 1 to Steinfeld's Schedule 13D, filed
November 4, 1993.
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: February 9, 1996. /s/ Manfred Steinfeld
-------------------------------
Manfred Steinfeld
5
<PAGE>
Exhibit 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. )*
---------
SHELBY WILLIAMS INDUSTRIES, INC.
--------------------------------------------------------
(Name of Issuer)
Common Stock $.05 par value
--------------------------------------------------------
(Title of Class of Securities)
822135 10 9
--------------------------------------------------------
(CUSIP Number)
Walter Roth, D'Ancona & Pflaum, 30 North LaSalle Street,
Suite 2900, Chicago, IL 60602 Tel. No. (312) 580-2020
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 16, 1990
--------------------------------------------------------
(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).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 822135 10 9 SCHEDULE 13-D Page 2 of 6 Pages
-------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MANFRED STEINFELD
S.S. No. ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) OR 2(e)
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,718,491
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,632
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,718,491
--------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 18,632
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,737,123
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN /x/
SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2OF 7
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, $.05 par value, of
Shelby Williams Industries, Inc. (the "Company"). The address of the principal
executive offices of the Company is Suite 1348, Merchandise Mart, Chicago,
Illinois 60654.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Manfred Steinfeld ("Steinfeld").
(b) Suite 1348, Merchandise Mart, Chicago, Illinois 60654.
(c) Steinfeld is Chairman of the Board and Chief Executive Officer of the
Company, whose principal business is the designing, manufacturing, and
distribution of products for the contract furniture business.
(d) During the last five years, Steinfeld has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Steinfeld 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.
(f) Steinfeld is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used for the purchases reported herein (see Item 5(c) below) were
from Steinfeld's personal funds and were not borrowed. The amount of such funds
was $1,445,744.09. Prior to the purchases reported herein, Steinfeld reported
his holdings of the Company's common stock on Schedule 13G pursuant to SEC Rule
13d-1(c). Since, as a result of the purchases reported herein, Steinfeld has
purchased more than 2% of the Company's outstanding common stock during the
preceding twelve months, Steinfeld is filing this Schedule 13D.
3
<PAGE>
ITEM 4. PURPOSES OF TRANSACTION.
The purchases reported herein were made as an investment. Steinfeld may,
in the future, purchase additional shares of the Company's common stock or
dispose of such shares by sale, gift or otherwise. Steinfeld has no present
plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Company,
other than in connection with purchases of shares of common stock of the Company
from time to time by or in connection with employee benefit plans of the
Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter or bylaws or other actions which may
impede the acquisition of control of the Company by any person;
(h) causing the Company's common stock to be delisted from a national
securities exchange;
(i) the Company's common stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) any action similar to any of those enumerated above.
Steinfeld reserves the right to adopt any such plans or proposals in the
future. Steinfeld has, from the inception of the Company, been the Chairman of
the Board, Chief Executive Officer and principal shareholder of the Company.
The purchases reported herein, to the extent they increase the total shares
4
<PAGE>
owned by Steinfeld, may make it more difficult for another person to acquire
control of the Company, but such purchases represent only an increase from 27.5%
to 29.9% in Mr. Steinfeld's beneficial ownership of shares of the Company's
common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Steinfeld owns beneficially 2,737,123 shares (29.9%) of the Company's
outstanding common stock, consisting of the following: (i) 2,718,491 shares
owned by Steinfeld; (ii) 488 shares owned by The Steinfeld Foundation, an
Illinois not-for-profit corporation with three directors; (iii) 12,444 shares
held by Steinfeld as one of four trustees of the Company's pension plan covering
hourly employees; and (iv) 5,700 shares held by Steinfeld as one of four
trustees of the Company's pension plan covering salaried employees. Steinfeld
disclaims beneficial ownership of the shares listed in (ii), (iii) and (iv) of
the preceding sentence. The figures in this paragraph exclude 25,054 shares
owned by Fern Steinfeld (wife of Steinfeld), as to which Steinfeld disclaims
beneficial ownership pursuant to Rule 13d-4.
(b) Steinfeld has sole power to vote and dispose of 2,718,491 shares;
shared voting and investment power with Fern Steinfeld and Paul N. Steinfeld
(son of Steinfeld) as to 488 shares owned by the Steinfeld Foundation, of which
Steinfeld, Fern Steinfeld and Paul N. Steinfeld are trustees; and shared voting
and investment power with Paul N. Steinfeld, Robert P. Coulter and Sam Ferrell,
trustees, as to the 12,444 shares and 5,700 shares held by the trustees of the
pension plans described in paragraph (a) above. The business address of Fern
Steinfeld is the same as Steinfeld, and her present principal occupation is
housewife. The business address of each of Paul N. Steinfeld, Robert P. Coulter
and Sam Ferrell is Shelby Williams Industries, Inc., P.O. Box 1028, Morristown,
Tennessee 37816, and the present principal occupation of each such person is as
an executive officer of the Company. All of the persons identified in this
paragraph are citizens of the United States of America and none has been
involved during the last five years in any of the matters described in Item 2(d)
or (e).
(c) During the past 60 days, Steinfeld purchased the following 218,491
shares of the Company's common stock for a total cost of $1,445,744.09:
No. of Shares Price Per Total Cost Including
Date Purchased Share Brokerage Commissions
- ---- ------------- --------- ---------------------
08/27/90 50,000 $7.50 $377,500.00
10/02/90 50,000 $7.25 $365,000.00
10/16/90 111,491 $5.875 $661,699.09
10/17/90 7,000 $5.875 $ 41,545.00
5
<PAGE>
These purchases were made on the New York Stock Exchange through brokers.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
* * * * *
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. I also hereby authorize Walter Roth and Merrill A. Freed and each of
them, as attorneys-in-fact, to sign and file, on my behalf, all amendments to
this Schedule 13D.
Dated: October 24, 1990.
/s/ Manfred Steinfeld
---------------------------------------
Manfred Steinfeld
6
<PAGE>
Exhibit 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1 )*
---------
SHELBY WILLIAMS INDUSTRIES, INC.
--------------------------------------------------------
(Name of Issuer)
Common Stock $.05 par value
--------------------------------------------------------
(Title of Class of Securities)
822135 10 9
--------------------------------------------------------
(CUSIP Number)
Walter Roth, D'Ancona & Pflaum, 30 North LaSalle Street,
Suite 2900, Chicago, IL 60602 Tel. No. (312) 580-2020
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 22, 1993
--------------------------------------------------------
(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 the 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).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 822135 10 9 SCHEDULE 13-D Page 2 of 5 Pages
-------------------- --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MANFRED STEINFELD
SS. No. ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) OR 2(e)
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,600,000
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 39,549
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,600,000
--------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 39,549
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,639,549
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN /x/
SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the shares of common stock,
$.05 par value, of Shelby Williams Industries, Inc. (the "Company"). The
address of the principal executive offices of the Company is Suite 1348,
Merchandise Mart, Chicago, Illinois 60654.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Manfred Steinfeld ("Steinfeld").
(b) Suite 1348, Merchandise Mart, Chicago, Illinois 60654.
(c) Steinfeld is Chairman of the Board of the Company, whose principal
business is the designing, manufacturing, and distribution of products for the
contract furniture business. Steinfeld was Chief Executive Officer of the
Company from its inception until May, 1991, when Paul N. Steinfeld became Chief
Executive Officer.
(d) During the last five years, Steinfeld has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Steinfeld 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.
(f) Steinfeld is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSES OF TRANSACTION.
Not applicable; this Amendment No. 1 is filed to report dispositions, not
acquisitions. Steinfeld may, in the future, purchase additional shares of the
Company's common stock or dispose of such shares by sale, gift or otherwise.
Steinfeld has no present plans or proposals which relate to or would result in
any actions listed in paragraphs (a) through (j) of Item 4 of Steinfeld's
original Schedule 13D. Steinfeld reserves the right to adopt any such plans or
proposals in the future.
3
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Steinfeld owns beneficially 2,639,549 shares (29.0%) of the Company's
outstanding common stock, consisting of the following: (i) 2,600,000 shares
owned by Steinfeld; (ii) 488 shares owned by The Steinfeld Foundation, an
Illinois not-for-profit corporation with three directors; (iii) 12,444 shares
held by Steinfeld as one of four trustees of the Company's pension plan covering
hourly employees; (iv) 5,700 shares held by Steinfeld as one of four
trustees of the Company's pension plan covering salaried employees; and (v)
20,917 shares held by Steinfeld as one of four trustees of the Company's
Employee Stock Ownership Plan. Steinfeld disclaims beneficial ownership of the
shares listed in (ii), (iii), (iv) and (v) of the preceding sentence. The
figures in this paragraph exclude 25,054 shares owned by Fern Steinfeld (wife of
Steinfeld), as to which Steinfeld disclaims beneficial ownership pursuant to
Rule 13d-4.
(b) Steinfeld has sole power to vote and dispose of 2,600,000 shares;
shared voting and investment power with Fern Steinfeld and Paul N. Steinfeld
(son of Steinfeld) as to 488 shares owned by The Steinfeld Foundation, of which
Steinfeld, Fern Steinfeld and Paul N. Steinfeld are trustees; and shared voting
and investment power with Paul N. Steinfeld, Robert P. Coulter and Sam Ferrell,
trustees, as to the 12,444 shares 5,700 shares and 20,917 shares held by the
trustees of the pension plans and ESOP described in paragraph (a) above. The
business address of Fern Steinfeld is the same as Steinfeld, and her present
principal occupation is housewife. The business address of each of Paul N.
Steinfeld, Robert P. Coulter and Sam Ferrell is Shelby Williams Industries,
Inc., 150 Shelby Williams Drive, Morristown, Tennessee 37813, and the present
principal occupation of each such person is as an executive officer of the
Company. All of the persons identified in this paragraph are citizens of the
United States of America and none has been involved during the last five years
in any of the matters described in Item 2(d) or (e).
(c) During the period from August 26, 1993 to date, Steinfeld sold the
following 90,000 shares of the Company's common stock:
No. of Shares Price Per
Date Sold Share
---- ------------- ---------
August 26, 1993 50,000 13 1/4
October 18, 1993 5,000 12
October 18, 1993 5,000 12 1/8
October 22, 1993 30,000 12
These sales were made on the New York Stock Exchange through a broker.
4
<PAGE>
In addition, Steinfeld disposed of 18,491 shares of the Company's common
stock by gift on October 11, 1991, and an additional 10,000 shares by gift on
October 22, 1993.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
* * * * *
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: November 3, 1993.
/s/ Manfred Steinfeld
---------------------------------------
Manfred Steinfeld
5
