SHELBY WILLIAMS INDUSTRIES INC
SC 13G, 1996-01-16
MISCELLANEOUS FURNITURE & FIXTURES
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                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                          (Amendment No.   11  )*
                                         ------

                        SHELBY WILLIAMS INDUSTRIES, INC.
- ------------------------------------------------------------------------------
                              (Name of Issuer)

                         Common Stock, $.05 Par Value
- ------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 822135 10 9
                     ----------------------------------
                              (CUSIP Number)

   Check the  following box if a fee is being paid with this statement / /.  (A
fee is not required only if the filing 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.)

   *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 the disclosures provided in a prior page.

   The information  required in 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 4 Pages


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CUSIP No. 822135 10 9                  13G                 Page 2  of  4  Pages
          ---------                                            ---    ---

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     Paul N. Steinfeld
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
      N/A
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
        U.S.
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting
 Beneficially                       Power                 577,398
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting
 Person With                        Power                 200,000
                             --------------------------------------------------
                              (7) Sole Dispositive
                                    Power                 577,398
                             --------------------------------------------------
                              (8) Shared Dispositive
                                    Power                  200,000
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
            777,398
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
            X
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
           8.7
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
           IN
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

ITEM 1 (a)          Name of Issuer:  Shelby Williams Industries, Inc.

ITEM 1 (b)          Address of Issuer's Principal Executive Offices:
                    Suite 11-111 Merchandise Mart, Chicago, Illinois 60654

ITEM 2 (a)          Name of Person Filing:  Paul N. Steinfeld

ITEM 2 (b)          Address of Principal Business Office, or , if none,
                    Residence:  150 Shelby Williams Drive,
                    Morristown, Tennessee 37813

ITEM 2 (c)          Citizenship:  U.S.

ITEM 2 (d)          Title of Class of Securities:
                    Common Stock, $.05 par value

ITEM 2 (e)          CUSIP Number:  822135 10 9

ITEM 3              Not applicable.  (This Schedule is filed pursuant to Rule
                    13d-1(c).)

ITEM 4              Ownership:

                    The following information is provided as of December 31,
                    1995:

                    (a)  Amount Beneficially Owned: 777,398 shares.  Includes
                         10,000 options deemed exercised solely for purposes of
                         this statement.  Undersigned is one of four trustees of
                         the Issuer's employees stock ownership plan which holds
                         35,420 shares; such shares held by said trustees are
                         not included in this statement and the undersigned,
                         pursuant to Rule 13d-4, disclaims beneficial ownership
                         of such shares.  Undersigned is one of three directors
                         of The Steinfeld Foundation, an Illinois not-for-profit
                         corporation which holds 488 shares; such shares are not
                         included in this statement, and the undersigned,
                         pursuant to Rule 13d-4, disclaims beneficial ownership
                         of such shares.

                    (b)  Percent of Class:  8.7%

                    (c)  Undersigned has sole power to vote and dispose of
                         577,398 shares, and shared power as to 200,000 shares,
                         which latter shares are held by a trust of which the
                         undersigned is one of two trustees and his sister is
                         the grantor, the other trustee and the sole income
                         beneficiary.  The undersigned, pursuant to Rule 13d-4,
                         disclaims beneficial ownership of shares held by the
                         trust.

                                Page 3 of 4 Pages


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ITEM 5              Ownership of Five Percent or Less of a Class:

                    If this statement is being filed to report the fact that as
                    of the date hereof the reporting person has ceased to be the
                    beneficial owner of more than five percent of the class of
                    securities, check the following [ ].


ITEM 6              Ownership of More than Five Percent on Behalf of Another
                    Person:

                    See response to Item 4.

ITEM 7              Identification and Classification of the Subsidiary Which
                    Acquired the Security Being Reported on by the Parent
                    Holding Company:

                    Not applicable.

ITEM 8              Identification and Classification of Members of the Group:

                    Not applicable.

ITEM 9              Notice of Dissolution of Group:

                    Not applicable.

ITEM 10             Certification:

                    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.

Date:  January 8, 1996


Signature:                   \s\Paul N. Steinfeld
            -------------------------------------------------------------------
Name/Title:                   Paul N. Steinfeld



                                Page 4 of 4 Pages






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