UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
336-625-6174
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December 8, 1999
(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
Schedule13D, 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:____.
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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
1,425,500 (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
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,500 (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)
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.
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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
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
8) Shared Voting Power
9) Sole Dispositive Power
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
10) Shared Dispositive Power
4
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CUSIP No. 476153101 SCHEDULE 13D
11) Aggregate Amount Beneficially Owned by Each Reporting Person
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)
19.9% (subject to conversion of convertible
preferred stock) See Item 5.
14) Type of Reporting Person
IN
5
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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
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
9) Sole Dispositive Power
6
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CUSIP No. 476153101 SCHEDULE 13D
10) Shared Dispositive Power
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
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)
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
1,425,500 (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
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
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)
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
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
9) Sole Dispositive Power
10
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CUSIP No. 476153101 SCHEDULE 13D
10) Shared Dispositive Power
1,425,500 (subject to conversion of See Item 5.
convertible preferred stock)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
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)
19.9% (subject to conversion of convertibl preferred stock)
See Item 5.
14) Type of Reporting Person
CO
11
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CUSIP No. 476153101 SCHEDULE 13D
Item 1. Securities of Issuer.
No change.
Item 2. Identity and Background.
Item 2 is amended to report that Barbara A. Steen is
no longer a director of Klaussner Enterprises, Inc. Her successor is
Lisa M. Oakes, a United States citizen, whose principal business
address is 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801.
During the last five years, Ms. Oakes has not been a party to a
criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which 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 Amount of funds or Other Consideration.
No change.
Item 4. Purpose of Transaction.
No change.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to report that neither J.B. Davis
nor any other executive officer of Klaussner Furniture Industries,
Inc., Klaussner Enterprises, Inc. or Klaussner Corporation beneficially
owns any shares of Jennifer Convertibles Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Item 6 is amended to report that, on December 8,
1999, Klaussner Furniture Industries, Inc. granted to Harley J.
Greenfield, the President and Chief Executive Officer of Jennifer
Convertibles, an option to purchase 2,106 shares of the Series A
Convertible Preferred Stock of Jennifer
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CUSIP No. 476153101 SCHEDULE 13D
Convertibles for $712.25 per share. These 2,106 shares of Preferred
Stock are convertible into 300,000 shares of Jennifer Convertibles
Common Stock and, accordingly, the exercise price of the option is the
equivalent of $5.00 per share of the underlying Common Stock. The
option was granted to provide an additional incentive for Mr.
Greenfield to remain Chief Executive Officer of Jennifer Convertibles
and is exercisable until August 31, 2004, unless terminated earlier by
certain events, including Mr. Greenfield's ceasing to be Chief
Executive Officer of Jennifer Convertibles.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Agreement of Joint Filing
Exhibit 2 - Stock Option Agreement dated as of
December 8, 1999, between Klaussner Furniture
Industries, Inc. and Harley J. Greenfield
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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 16, 1999
/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
14
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CUSIP No. 476153101 SCHEDULE 13D
EXHIBIT INDEX
Exhibit Description Page
Exhibit 1 Agreement of Joint Filing 16
Exhibit 2 Stock Option Agreement dated as of December 8, 17
1999, between Klaussner Furniture Industries,Inc.
and Harley J. Greenfield
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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 16, 1998
/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
EXHIBIT 2
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of December 8, 1999, between Klaussner
Furniture Industries, Inc., a North Carolina corporation ("KFI"), and Harley J.
Greenfield, a citizen and resident of the State of New York ("Greenfield").
WITNESSETH:
WHEREAS, KFI is the owner of 10,000 shares of the Series A Preferred
Stock (the "Preferred Stock") of Jennifer Convertibles, Inc., a New York
corporation ("JCI"); and
WHEREAS, JCI is a major customer of KFI; and
WHEREAS, Greenfield is the Chief Executive Officer of JCI; and
WHEREAS, on the terms stated herein, KFI desires to provide Greenfield
with an incentive to remain Chief Executive Officer of Jennifer by granting him
an option to purchase 2,106 shares of the Preferred Stock owned by KFI for
$712.25 per share (the equivalent of 300,000 shares of JCI Common Stock at $5.00
per share if such shares of Preferred Stock were converted into Common Stock on
the date hereof); and
WHEREAS, at a meeting duly held on November 30, 1999, the Board of
Directors of JCI approved this Agreement and consented to the option granted
herein;
NOW, THEREFORE, KFI and Greenfield agree as follows:
1. Option. KFI hereby grants to Greenfield an option to purchase, on the
terms and subject to the conditions hereinafter set forth, all or any part of an
aggregate of 2,106 shares of the Preferred Stock owned by KFI at the purchase
price of $712.25 per share (the "Option").
2. Term. The Option may be exercised from and after the date hereof until
the earliest of:
(a) August 31, 2004;
(b) The consummation by JCI of any merger or consolidation in
which it is not the surviving corporation or pursuant to which its
stockholders exchange their common stock or the dissolution or
liquidation of JCI or the sale by JCI of all or substantially all of
its assets; or
17
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(c) Greenfield ceasing to be Chief Executive Officer of JCI
for any reason; provided, however, that in the event of Greenfield's
death while he is Chief Executive Officer of JCI, then his estate shall
have the right to exercise the Option for a period of one year after
his death, but in no event after August 31, 2004, or the occurrence of
any of the transactions described in (b) above.
Upon the earliest to occur of the foregoing events, the Option shall terminate
and all rights of Greenfield hereunder shall expire.
3. Exercise of Option. The Option may be exercised from time to time by
Greenfield's delivery to KFI of written notice of exercise, which notice shall
specify the number of shares to be purchased and be accompanied by payment of
the purchase price in immediately available funds. The date of actual receipt by
KFI of such notice and such purchase price shall be deemed the date of exercise
of the option. Notwithstanding the foregoing, the Option shall not be exercised,
in whole or in part, and no transfer of shares of Preferred Stock subject to the
Option shall be made, if any requisite approval or consent of any governmental
authority having jurisdiction in the matter shall not have been secured or if
the transfer would violate any federal, state or local law, regulation or order.
4. Transfer of Shares Upon Exercise of Option. Upon exercise of the
Option as provided in Section 3 above, KFI shall take such action as may be
reasonably requested by Greenfield to effect a transfer of the shares of
Preferred Stock purchased thereby. However, Greenfield recognizes that neither
the Option nor the shares of Preferred Stock transferable upon its exercise have
been registered under any federal or state laws governing the issuance and sale
of securities and that KFI has no obligation to effect registration under any
such laws. Therefore, Greenfield agrees that any and all shares of Preferred
Stock purchased upon exercise of the Option shall be acquired for investment and
not with a view to, or for sale in connection with, any distribution thereof,
and that, at the time he exercises all or any portion of the Option, he will
furnish to KFI and JCI such documentation as either of them shall reasonably
require in order to assure compliance with all applicable securities laws in
effect at the time of exercise. Greenfield consents to such other action as KFI
or JCI deems necessary or appropriate in order to assure compliance with all
such laws, including but not limited to placing restrictive legends on
certificates evidencing the shares of Preferred Stock purchased upon exercise of
the Option. Notwithstanding the foregoing, subject to JCI's consent, KFI will
not unreasonably withhold its consent to the shares of JCI Common Stock
transferred or transferable upon exercise of the Option being included in any
registration statement filed pursuant to the Registration Rights Agreement dated
December 11, 1997 between KFI and JCI; provided, however, that the filing of any
such registration statement shall be at the sole discretion of KFI.
5. No Assignment. Except as provided in Section 2(c) with respect to the
death of Greenfield, the Option shall not be transferred, assigned, pledged or
hypothecated in any way, whether by operation of law or otherwise. In the event
of any attempt to transfer,
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<PAGE>
assign, pledge, hypothecate or otherwise dispose of the Option or any right or
privilege confirmed hereby contrary to the provisions hereof, the Option and the
rights and privileges of Greenfield hereunder shall immediately become null and
void.
6. Notices. Any notice of exercise shall be delivered to KFI, c/o
Senior Vice President and Chief Financial Officer, at 405 Lewallen Street, Post
Office Drawer 220, Asheboro, North Carolina 27204, or at such other address as
may be specified by KFI from time to time.
7. Adjustments. The shares of stock subject to the Option and the
option price shall be adjusted in the event KFI converts the Preferred Stock
into JCI Common Stock and such adjustment shall reflect any increase or decrease
in the Common Stock of JCI that is effected after the date hereof as the result
of any stock dividend, subdivision, split-up, combination or similar
recapitalization or reclassification. If the Preferred Stock is converted, then
the terms and provisions of this Agreement shall apply to the Common Stock
received by KFI on conversion and the term "Common Stock" shall be substituted
for "Preferred Stock."
8. Binding Effect. This Option Agreement shall be binding upon and inure to
the benefit of Greenfield and his personal representatives, but neither this
Agreement nor any rights hereunder shall be assignable or otherwise
transferrable except as expressly set forth in Section 2(c) of this Agreement.
IN WITNESS WHEREOF, this Stock Option Agreement is executed as of
December 8, 1999.
KLAUSSNER FURNITURE INDUSTRIES, INC.
By:/s/Robert C. Shaffner
------------------------------------
Robert C. Shaffner, Senior Vice President
and Chief Financial Officer
/s/ Harley J. Greenfield
-----------------------------------
Harley J. Greenfield
3 19
