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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. 3 )*
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SHELBY WILLIAMS INDUSTRIES, INC.
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(Name of Issuer)
Common Stock $.05 par value
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(Title of Class of Securities)
822135 10 9
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(CUSIP Number)
Walter Roth, D'Ancona & Pflaum
30 North LaSalle Street, Suite 2900, Chicago, IL 60602 Tel. # (312) 580-2020
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 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 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
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SCHEDULE 13D
CUSIP NO. 822135 10 9 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MANFRED STEINFELD
S. S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
2,545,646
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 40,546
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,545,646
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
40,546
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,586,192
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5
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14 TYPE OF REPORTING PERSON *
IN
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*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.
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 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.
(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 total amount of such
funds, including brokerage commissions, was $1,621,620.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases reported herein were made as an investment. 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. Steinfeld reserves the right to adopt any such plans or
proposals in the future.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Steinfeld owns beneficially 2,586,192 shares (29.5%) of the Company's
outstanding common stock, consisting of the following: (i) 2,214,646 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) 40,058 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 2,545,646 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 40,058 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 purchased the following 154,000
shares of the Company's common stock:
NUMBER OF SHARES PRICE
DATE PURCHASED PER SHARE
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06/26/96 100,000 10 1/2
06/28/96 54,000 10 1/2
These purchases were made on the New York Stock Exchange through a broker.
In addition, Steinfeld disposed of 10,000 shares of the Company's common
stock by gift on May 30, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
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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: July 2, 1996 /s/ Manfred Steinfeld
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Manfred Steinfeld
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