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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. 6)*
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
(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)
DECEMBER 1, 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 / /.
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
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CUSIP No. 822135 10 9 SCHEDULE 13D Page 2 of 6 Pages
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(1) Names of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
MANFRED STEINFELD
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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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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Number of Shares (7) Sole Voting
Beneficially Owned Power 1,025,700
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 44,129
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(9) Sole Dispositive
Power 1,025,700
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(10) Shared Dispositive
Power 44,129
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,069,829
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
11.4
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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.
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 6 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.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable; this Amendment No. 6 is filed solely to report transfers by
Steinfeld of shares of the Company's common stock to trusts under the provisions
of which Steinfeld retains sole power to vote and dispose of such shares.
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 1,069,829 shares (11.4%) of the Company's
outstanding common stock, consisting of the following: (i) 300,000 shares held
by The Fern and Manfred Steinfeld Charitable Remainder Trust UTA 10/17/95 (the
"CRT"); (ii) 725,700 shares held by the Manfred Steinfeld Irrevocable Trust UTA
9/5/97 (the "Living Trust"); (iii) 488 shares held by The Steinfeld Foundation,
an Illinois not-for-profit corporation with three directors; and (iv) 43,641
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.
(b) Steinfeld has sole power to vote and dispose of 1,025,700 shares;
shared voting and investment power with Fern Steinfeld (wife of Steinfeld) and
Paul N. Steinfeld (son of Steinfeld) as to 488 shares held 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 43,641 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
300,000 shares of the Company's common stock held by the CRT; Fern Steinfeld is
the other trustee of the CRT. Paul N. Steinfeld is trustee of the Living Trust
but does not possess voting or investment power with respect to shares of the
Company's common stock held by the Living Trust; the Living Trust provides that,
individually (and not in a fiduciary capacity), Steinfeld shall have the sole
power with respect to any action or inaction concerning such shares, including
but not limited to voting powers with respect to such shares and investment
power, including the power to retain or dispose or direct the disposition of
such shares. 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) Since October 1, 1997, the following transfers of shares of the
Company's common stock were made without consideration:
(i) On December 1, 1997 Steinfeld transferred 300,000 shares to the
CRT.
(ii) On December 17, 1997 Steinfeld transferred 700,646 shares and
Fern Steinfeld transferred 25,054 shares to the Living Trust.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Both the CRT and the Living Trust provide that Steinfeld retains sole power
to vote and dispose of shares of the Company held by said Trusts.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Section A3.05(C) (first sentence) of the CRT.
Exhibit 2 - Section A7.06 of the Living Trust.
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: December 31, 1997 /S/ MANFRED STEINFELD
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Manfred Steinfeld
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Exhibits to Amendment No. 6 to Schedule 13D
of Manfred Steinfeld ("Grantor") relating to
Shares of Shelby Williams Industries, Inc. ("Shelby")
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Exhibit 1 - Section A3.05(C) (first sentence) of the CRT provides as
follows:
(C) While the Grantor is serving as Trustee and the Trust Estate
includes any shares of Shelby Williams Industries, Inc., then the Grantor,
in his fiduciary capacity as a Trustee, shall have the sole power with
respect to any action or inaction concerning said shares, including, but
not limited to voting and selling such shares, and any other then serving
Trustee shall have no responsibility or liability for any such action or
inaction.
Exhibit 2 - Section A7.06 of the Living Trust provides as follows:
SECTION A7.06. Anything herein to the contrary notwithstanding,
while the Trust Estate includes any shares of Shelby, the Grantor, during
his lifetime, individually (and not in a fiduciary capacity) shall have the
sole power with respect to any action or inaction concerning such shares,
including, but not limited to voting powers with respect to such shares and
investment power, including the power to retain or dispose or direct the
disposition of, such shares, and any then serving Trustee shall have no
responsibility or liability for any such action or inaction; and any action
by any then serving Trustee regarding voting, retaining or disposing of
such shares shall be taken solely in response to specific instructions from
the Grantor.
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