UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
JENNIFER CONVERTIBLES, INC.
---------------------------
(Name of Issuer)
Common Stock ($.01 par value)
-----------------------------
(Title of Class of Securities)
476153101
---------
(CUSIP Number)
Robert C. Shaffner, Senior Vice President
Klaussner Furniture Industries, Inc.
405 Lewallen Street
Asheboro, North Carolina 27203
910-625-6174
- -----------------------------------------------------------------
December 11, 1997
-----------------
(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: _____.
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
1) Name of Reporting Person
SS or I.R.S. Identification No. of Above Person
-----------------------------------------------
The group ("Group") is formed by each of the reporting persons
filing additional copies of this second part of the cover page
of Schedule 13D.
2) Check the Appropriate Box if a Member of a Group
------------------------------------------------
(a) X
(b)
3) SEC Use Only
---------------
4) Source of Funds
-----------------
WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
----------------------------------------
------
6) Citizenship or Place of Organization
------------------------------------
Hans J. Klaussner is a citizen of Germany. All nonnatural
reporting persons are organized under the laws of Delaware or
North Carolina.
Number of Shares Beneficially Owned by Each Reporting Person With
- ----------------------------------------------------------------
7) Sole Voting Power
-----------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
8) Shared Voting Power
-------------------
2
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CUSIP No. 476153101 SCHEDULE 13D
9) Sole Dispositive Power
----------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
10) Shared Dispositive Power
------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
------------------------------------------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
-----------------
-------
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------
15.2% (pledged shares; subject to conversion
of convertible preferred stock)
19.9% (subject to conversion of convertible
preferred stock) See Item 5.
14) Type of Reporting Person
-------------------------
This Schedule 13D is being filed jointly by the members of the
Group.
3
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CUSIP No. 476153101 SCHEDULE 13D
1) Name of Reporting Person
SS or I.R.S. Identification No. of Above Person
----------------------------------------------
Hans J. Klaussner
2) Check the Appropriate Box if a Member of a Group
------------------------------------------------
(a) X
(b)
3) SEC Use Only
------------
4) Source of Funds
-----------------
WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
-------------------------------
------
6) Citizenship or Place of Organization
------------------------------------
Germany
Number of Shares Beneficially Owned by Each Reporting Person With
- ------------------------------------------------------------------
7) Sole Voting Power
-----------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
8) Shared Voting Power
-------------------
9) Sole Dispositive Power
----------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
4
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CUSIP No. 476153101 SCHEDULE 13D
10) Shared Dispositive Power
------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
------------------------------------------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
-----------------
-------
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------
15.2% (pledged shares; subject to conversion
of convertible preferred stock)
19.9% (subject to conversion of convertible
preferred stock) See Item 5.
14) Type of Reporting Person
------------------------
IN
5
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
1) Name of Reporting Person
SS or I.R.S. Identification No. of Above Person
-----------------------------------------------
Klaussner Corporation
2) Check the Appropriate Box if a Member of a Group
------------------------------------------------
(a) X
(b)
3) SEC Use Only
------------
4) Source of Funds
---------------
WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
-------------------------------
------
6) Citizenship or Place of Organization
------------------------------------
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
- -------------------------------------------------------------------
7) Sole Voting Power
-----------------
8) Shared Voting Power
-------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
9) Sole Dispositive Power
----------------------
6
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
10) Shared Dispositive Power
------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
------------------------------------------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
-----------------
-------
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------
15.2% (pledged shares; subject to conversion
of convertible preferred stock)
19.9% (subject to conversion of convertible
preferred stock) See Item 5.
14) Type of Reporting Person
------------------------
CO
7
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
1) Name of Reporting Person
SS or I.R.S. Identification No. of Above Person
-----------------------------------------------
Klaussner Enterprises, Inc.
2) Check the Appropriate Box if a Member of a Group
------------------------------------------------
(a) X
(b)
3) SEC Use Only
------------
4) Source of Funds
---------------
WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
------------------------------
------
6) Citizenship or Place of Organization
------------------------------------
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
--------------------------------------------------------
7) Sole Voting Power
-----------------
8) Shared Voting Power
-------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
9) Sole Dispositive Power
----------------------
8
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CUSIP No. 476153101 SCHEDULE 13D
10) Shared Dispositive Power
------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
------------------------------------------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
-----------------
-------
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------
15.2% (pledged shares; subject to conversion
of convertible preferred stock)
19.9% (subject to conversion of convertible
preferred stock) See Item 5.
14) Type of Reporting Person
------------------------
CO
9
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
1) Name of Reporting Person
SS or I.R.S. Identification No. of Above Person
-----------------------------------------------
Klaussner Furniture Industries, Inc.
2) Check the Appropriate Box if a Member of a Group
------------------------------------------------
(a) X
(b)
3) SEC Use Only
------------
4) Source of Funds
---------------
WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
------------------------------
------
6) Citizenship or Place of Organization
------------------------------------
North Carolina
Number of Shares Beneficially Owned by Each Reporting Person With
- ------------------------------------------------------------------
7) Sole Voting Power
-----------------
8) Shared Voting Power
-------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
9) Sole Dispositive Power
----------------------
10
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
10) Shared Dispositive Power
------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
------------------------------------------------------------
1,085,623 (pledged shares)
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
---------------
-------
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------
15.2% (pledged shares; subject to conversion
of convertible preferred stock)
19.9% (subject to conversion of convertible
preferred stock) See Item 5.
14) Type of Reporting Person
------------------------
CO
11
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
Item 1. Security and Issuer.
-------------------
This Statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Jennifer Convertibles, Inc., a Delaware corporation
("Jennifer Convertibles"). The principal office of Jennifer Convertibles is
located at 419 Crossways Park Drive, Woodbury, New York 11797.
Item 2. Identity and Background.
------------------------
All of the outstanding capital stock of Klaussner Furniture Industries,
Inc. ("KFI") is owned by Klaussner Enterprises, Inc. ("KE"), all of the
outstanding capital stock of KE is owned by Klaussner Corporation ("KC"), and
all of the outstanding capital stock of KC is owned by Hans J. Klaussner. KFI is
incorporated under the laws of North Carolina and its principal business address
is 405 Lewallen Street, Asheboro, North Carolina 27203. KE and KC are
incorporated under the laws of Delaware and each has a principal business
address at 913 North Market Street, Suite 804, Wilmington, Delaware 19801. Mr.
Klaussner is a citizen and resident of Germany and his business address is 7614
Gengenbach, Germany. His principal occupation is Chairman and Chief Executive
Officer of Hukla-Werke Gmbh, a manufacturer of upholstered furniture.
KFI and its subsidiaries are engaged in the furniture manufacturing
business. In addition to its ownership of KFI, KE owns an interest in an
investment company whose principal asset is a golf course. KC has no assets
other than its ownership of KE and a note receivable from KFI.
Mr. Klaussner is the sole director of KFI, the sole director of KC,
Chairman of the Board and President of KC, and Chairman of the Board and Senior
Vice President of KE and of KFI. Mr. Klaussner, J.B. Davis and Barbara A. Steen
are the directors of KE. Mr. Davis is Executive Vice President of KC, and
President and Chief Executive Officer of KE and KFI. Robert C. Shaffner is Vice
President of KC and of KE and is Senior Vice President and Chief Financial
Officer of KFI. Benjamin J. Frazier is Vice President of KC and of KE and is
Executive Vice President of KFI. There are no other executive officers of KC, KE
or KFI. Each of Messrs. Davis, Shaffner and Frazier has his principal business
address at 405 Lewallen Street, Asheboro, North Carolina 27203, and Ms. Steen
has her principal business address at 900 Market Street, Second Floor,
Wilmington, Delaware 19301. Each of them is a United States citizen.
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CUSIP No. 476153101 SCHEDULE 13D
During the last five years, none of the persons filing this Statement
and none of Messrs. Davis, Shaffner or Frazier or Ms. Steen has been a party to
a criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has any of them been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he or she 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.
Item 3. Source and Amounts of Funds or Other Consideration.
--------------------------------------------------
On December 11, 1997, KFI purchased from Jennifer Convertibles 10,000
shares of its Series A Preferred Stock, which is convertible into 1,424,500
shares of Common Stock of Jennifer Convertibles. The aggregate purchase price
was $5,000,000, the source of which was KFI's working capital.
Item 4. Purpose of Transactions.
-----------------------
Jennifer Convertibles is a major customer of KFI and its affiliated
companies. KFI purchased the Series A Preferred Stock for investment purposes
and for the purpose of supporting a major customer as it attempts to stabilize
its financial condition and improve its operating results. KFI does not have any
plans or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of Jennifer Convertibles, or the disposition of
securities of Jennifer Convertibles; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Jennifer Convertibles
or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of Jennifer Convertibles or any of its subsidiaries; (d) any change in
the present board of directors or management of Jennifer Convertibles, 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 Jennifer Convertibles; (f) any other
material change in the business or corporate structure of Jennifer Convertibles;
(g) changes in Jennifer Convertibles' charter or bylaws or other actions which
may impede the acquisition of control of Jennifer Convertibles by any person;
(h) causing a class of securities of Jennifer Convertibles to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of Jennifer Convertibles becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any actions similar to any of those enumerated
above.
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CUSIP No. 476153101 SCHEDULE 13D
Item 5. Interest in Securities of the Issuer.
------------------------------------
As reported previously, 1,085,623 shares of Jennifer Convertibles
Common Stock were pledged to KFI on March 6, 1996, pursuant to various Stock
Pledge Agreements (the "Pledged Shares"). The Pledged Shares represent
approximately 19% of the outstanding shares of Jennifer Convertibles Common
Stock as of December 11, 1997 (15.2% if the Series A Preferred Stock had then
been converted into Common Stock). Under the Stock Pledge Agreements, KFI will
acquire voting and other rights with respect to the Pledged Shares only upon the
occurrence of an Event of Default (as defined in the Stock Pledge Agreements)
and, if acquired, any such rights would be exercised as directed by Mr.
Klaussner in his capacity as sole director of KFI.
On December 11, 1997, KFI purchased 10,000 shares of the Series A
Convertible Preferred Stock of Jennifer Convertibles (the "Purchased Shares")
for $5,000,000. The Purchased Shares are nonvoting. They are convertible,
commencing on September 1, 1999 (subject to acceleration as described below),
into 1,424,500 shares of Common Stock of Jennifer Convertibles (an effective
conversion price of $3.51 per share), subject to adjustment for stock splits,
stock dividends and similar events. The Common Stock underlying the Purchased
Shares represents approximately 19.9% of the outstanding Common Stock of
Jennifer Convertibles as of December 11, 1997, after giving effect to conversion
of the Purchased Shares. The Purchased Shares have a liquidation preference of
$5,000,000. No cash dividends are to be paid on the Common Stock unless holders
of the Purchased Shares receive the same dividend on the Purchased Shares on an
"as-converted" basis. The convertibility of the Purchased Shares can be
accelerated under certain circumstances, including (i) if any person or group
(other than Harley J. Greenfield, Edward B. Seidner, Fred Love or Jara
Enterprises, Inc.) becomes the beneficial owner of 12.5% or more of the voting
stock of Jennifer Convertibles; (ii) the execution of an agreement providing for
the acquisition of Jennifer Convertibles or substantially all of its assets or
the acquisition of a subsidiary or subsidiaries of Jennifer Convertibles which
generate in excess of 10% of the revenues of Jennifer Convertibles; (iii) if
Harley Greenfield is no longer the Chief Executive Officer of Jennifer
Convertibles or if the Continuing Directors (as defined) do not constitute a
majority of the Board of Directors; (iv) the commencement by a third party of a
tender or exchange offer for the Common Stock of Jennifer Convertibles; (v) the
adoption of a plan of liquidation; or (vi) if any person commences a proxy
solicitation without the approval of the Board of Directors of Jennifer
Convertibles. In connection with its purchase of the Purchased Shares, KFI
received a right of first refusal (the "Right") if Jennifer Convertibles sells
Common Stock or Common Stock equivalents (such as options or convertible
securities) at a price (or an effective price in the case of equivalents) of
less than $3.51 per share. KFI will have the Right so long as it owns at least
10% of the outstanding Common Stock (on an as-converted basis). KFI also
received certain demand registration rights to require Jennifer Convertibles, at
its
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CUSIP No. 476153101 SCHEDULE 13D
expense, to register the shares of Common Stock underlying the Purchased Shares
and any shares KFI acquires upon exercise of the Right. KFI has agreed not to
sell or otherwise dispose of the Purchased Shares prior to September 1, 1999,
but this restriction does not prevent KFI from converting the Purchased Shares
prior to September 1, 1999 if convertibility is accelerated as described above
or from selling or otherwise disposing of any Common Stock received upon
conversion. If the Purchased Shares are converted into Common Stock, voting and
other rights with respect to the Common Stock would be exercised as directed by
Mr. Klaussner in his capacity as sole director of KFI.
In addition to the Pledged Shares and the Purchased Shares, Mr. Davis
beneficially owns 1,000 shares, and Mr. Shaffner beneficially owns 889 shares of
Jennifer Convertibles Common Stock, which in each case represents less than 1%
of the outstanding Common Stock of Jennifer Convertibles. Each of Messrs. Davis
and Shaffner has sole voting and investment power with respect to the shares
owned directly by him.
KFI acquired the Purchased Shares on December 11, 1997. The shares
owned by Messrs. Davis and Shaffner were acquired more than 60 days prior to the
date of this Statement. Except as set forth in this Item 5, none of KC, KE, KFI,
or Messrs. Klaussner, Davis, Shaffner or Frazier beneficially owns any shares of
Jennifer Convertibles Common Stock or has effected any transactions in the
Common Stock during the past 60 days.
Item 6. Contracts, Arrangements or Understandings or Relationships
With Respect to Securities of the Issuer.
----------------------------------------
Except as set forth above, there are no contracts, arrangements or
understandings or relationships (legal or otherwise) among KC, KE, KFI, Mr.
Klaussner, Mr. Davis, Mr. Shaffner, or Mr. Frazier and any other person
with respect to any of the securities of Jennifer Convertibles.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The items filed as exhibits to this Schedule 13D are listed on the
accompanying Index to Exhibits.
15
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
SIGNATURES
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.
December 19, 1997
/s/ Hans J. Klaussner
---------------------
Hans J. Klaussner
KLAUSSNER CORPORATION
By: /s/ Robert C. Shaffner
--------------------------
Robert C. Shaffner, Vice President
KLAUSSNER ENTERPRISES, INC.
By: /s/ Robert C. Shaffner
--------------------------
Robert C. Shaffner, Vice President
KLAUSSNER FURNITURE INDUSTRIES, INC.
By: /s/ Robert C. Shaffner
--------------------------
Robert C. Shaffner, Senior Vice President
and Chief Financial Officer
16
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
EXHIBIT INDEX
Exhibit Description Page
Exhibit 1 Agreement of Joint Filing 18
Exhibit 2 Stock Purchase Agreement dated December 11, 1997, *
between Jennifer Convertibles, Inc. and Klaussner
Furniture Industries, Inc.
Exhibit 3 Registration Rights Agreement dated December 11, 1997, *
between Jennifer Convertibles, Inc. and Klaussner
Furniture Industries, Inc.
- -------------------------
*Incorporated by reference to Jennifer Convertibles' Annual Report on Form 10-K
for the year ended August 30, 1997, as filed with the Securities and Exchange
Commission on December 12, 1997.
17
<PAGE>
CUSIP No. 476153101 SCHEDULE 13D
EXHIBIT 1
AGREEMENT OF JOINT FILING
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1)(iii), that a
joint Schedule 13D be filed on behalf of each of the undersigned, in respect of
transactions in the Common Stock of Jennifer Convertibles, Inc. involving each
of the undersigned.
Date: December 19, 1997
/s/ Hans J. Klaussner
---------------------
Hans J. Klaussner
KLAUSSNER CORPORATION
By: /s/ Robert C. Shaffner
--------------------------
Robert C. Shaffner, Vice President
KLAUSSNER ENTERPRISES, INC.
By: /s/ Robert C. Shaffner
--------------------------
Robert C. Shaffner, Vice President
KLAUSSNER FURNITURE INDUSTRIES, INC.
By: /s/ Robert C. Shaffner
--------------------------
Robert C. Shaffner, Senior Vice President
and Chief Financial Officer
18
