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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. ____)*
Interiors, Inc.
________________________________________________________________________________
(Name of Issuer)
Class A Common Stock, $0.001 Par Value Per Share
________________________________________________________________________________
(Title of Class of Securities)
032065164
_______________________________________________________________
(CUSIP Number)
David L. Ficksman, Esq.
Loeb & Loeb LLP
10100 Santa Monica Boulevard, Suite 2200, Los Angeles, CA 90067
(310) 282-2350
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 22, 2000
_______________________________________________________________
(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 the
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, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
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CUSIP NO. 90210R305
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NAME OF REPORTING PERSON
1
Jerry Wayne Howard and Deborah Nelson Howard
I.R.S. IDENTIFICATION NOS OF ABOVE PERSON
Not Applicable
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
SC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Of America
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SOLE VOTING POWER
7
NUMBER OF
5,651,694
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 5,651,694
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,651,694*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
____________________
* Consists of 1,375,321 shares beneficially owned by Mr. Howard and
4,276,373 shares beneficially owned by the Howard Family Trust dated March 21,
2000.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.6/x/
----------------------
/x/ See Item 5 below.
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Class A Common Stock, $.001
par value per share (the "Common Stock") of Interiors, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 320 Washington Street, Mount Vernon, New York.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This statement is filed by Jerry Wayne Howard and Deborah
Nelson Howard, husband and wife (the "Reporting Persons"). The residence address
of the Reporting Persons is 417 Acacia, Corona del Mar, California 92626. The
principal occupation of Mr. Howard is the President of Concepts 4, Inc. Concepts
4, Inc. is engaged in the business of providing interior design and
architectural design services and the distribution of products to the
hospitality industry. The address of Concepts 4, Inc. is 3229 E. Spring Street,
Suite 200, Long Beach, California 90806. Mrs. Howard is not currently employed.
(d) - (e) During the past five years, neither Reporting Person has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such Person
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
(f) The Reporting Persons are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 27, 1999, the Company entered into a Stock Purchase Agreement
(the "Purchase Agreement") with Mr. Howard, Dennis Darlington and the Mamer
Family Trust (collectively the "Former Shareholders"). Pursuant to the Purchase
Agreement, on December 15, 1999, the Company purchased all of the shares of
Concepts 4, Inc. from the Former Shareholders. The Purchase Agreement was
amended by a First Amendment dated as of December 15, 1999 and a Second
Amendment dated as of October 12, 2000. The purchase price (the "Purchase
Price") consisted of: (a) a cash payment of $2,000,000 paid at the Closing; (b)
a cash payment of $2,600,000 which has been paid; (c) a cash payment of
$1,000,000 which has been paid; (d) a cash payment of $1,387,526 which has been
paid; (e) a cash payment of $1,000,000, which has been paid; (f) a cash payment
of $770,000 to be paid on December 15, 2000 which has not yet been paid; (g) a
cash payment of $1,218,000 to be paid on December 15, 2001; (h) a cash payment
of $1,218,000 to be paid on December 15, 2002 and (i) a cash payment of
$1,007,289 to be paid on March 10, 2003. In addition, certain payments are to
be made in cash and by delivery of the Company's Promissory Notes in the event
that the earnings before interest and taxes for Concept 4, Inc. for certain
periods have been achieved. In order to secure payment to
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the Former Shareholders of the amounts due as aforesaid, the Company, the Former
Shareholders and US Bank Trust National Association (the "Escrow Agent") entered
into an Escrow Agreement dated as of April 7, 2000 (the "Escrow Agreement")
pursuant to which the Company delivered to the Escrow Agent shares of Common
Stock to be held in an account (the "Escrow Account"). The amount of the shares
to be deposited is subject to adjustment based upon changes in the fair market
value of Common Stock held in the Escrow Account. As of the date of this
Schedule, the Company had deposited an aggregate of 10,299,000 shares of which
5,651,695 shares (the "Shares") are allocable to the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
The beneficial ownership of the Shares was acquired by the Reporting
Persons pursuant to the Escrow Agreement in order to secure payment of the
deferred portion of the Purchase Price. Subsequent to the deposit of the Shares
with the Escrow Agent, the Reporting Persons have reviewed the current situation
involving the Company, including its operations and management and the position
of the Broderick Committee as reflected in the Proxy Statement filed by such
Committee. However, for so long as the Company is not in default on any payment
due under the Purchase Agreement, as amended, the Reporting Persons are
obligated to vote the Shares in support of the election of the nominees to the
Company's Board of Directors who have been nominated by the current Board of
Directors. Further, as long as the Company is not in default on its obligation
to make the remaining payments under the Purchase Agreement, as amended, the
Reporting Persons are restricted from, among other things, participating in any
solicitation of proxies in any "election contest", joining in any group with
respect to certain matters or otherwise seeking to control the management or
policies of the Company.
Except as set forth in the previous paragraphs, the Reporting Persons have
no plans or proposals that relate to or would result in: (a) the acquisition by
any person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation or any of its subsidiaries; (d) any change
in the present Board of Directors or management of the Company; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company, involving the Issuer or any of its
subsidiaries; (g) a sale or transfer of a material amount of assets of the
Company's business or corporate structure; (h) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (i) causing a class of
securities of the Company 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; (j) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (k) any action similar to any of those
enumerated in (a)-(i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The table below sets forth the aggregate number of shares and
percentage of the Company's outstanding shares beneficially owned by the
Reporting Persons.
Percentage of
-------------
Number of Shares Total /(1)/
---------------- -----
5,651,694 9.60
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________________________
/(1)/ The percentage is based on 56,384,834 shares of the Class A
Common Stock of the Company outstanding as of November 13, 2000 as reflected in
the Company's Form 10-Q for the quarter ended September 30, 2000 plus an
additional 2,454,123 shares deposited into Escrow on November 14, 2000. However,
the 5,651,694 shares beneficially owned by the Reporting Persons represent 7.94%
of the voting power of the Company's securities.
(b) The total number of the Shares beneficially owned by the
Reporting Persons is 5,651,694, Mr. Howard is the beneficial owner of 1,375,321
Shares (subject to the community property rights of Mrs. Howard) and the Howard
Family Trust dated March 21, 2000 (the "Trust") is the beneficial owner of
4,276,373 Shares. Jerry Howard and Deborah Howard are each the Trustors of the
Trust, the sole Trustees of the Trust and the lifetime beneficiaries of the
Trust. The Reporting Persons hold the sole power to vote or direct the vote of
the Shares. The Escrow Agreement provides for certain rights of the Company to
redeem the Shares upon payment of amounts as set forth therein. In the event
that the Company does not exercise its right to redeem and the Company does not
pay certain specified amounts of the deferred Purchase Price, the Former
Shareholders have the option to take delivery of a certain amount of the Shares
on March 10, 2001. The remaining Shares continue to be held in the Escrow until
the earlier of (i) the exercise by the Former Shareholders of their option to
receive the Common Stock if their Promissory Notes are not paid when due; (ii)
the date on which the Company has paid the Former Shareholders all amounts
payable under the Purchase Agreement, as amended; or (iii) or March 10, 2005.
(c) Other than the deposit of additional shares into the Escrow
Account by the Company to cover additional amounts under the Purchase Agreement,
the Reporting Person has not affected any transaction in Common Stock in the
past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The status of the Shares in the Escrow Account is governed by the terms of
the Escrow Agreement and the Purchase Agreement, as amended. Copies of such
Agreements are attached as Exhibits.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See the Exhibit Index attached to this Schedule 13D.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certified the information set forth in this Statement is true,
complete and correct.
Date: December 7, 2000
/s/ Jerry Wayne Howard
----------------------------------
Jerry Wayne Howard
/s/ Deborah Nelson Howard
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Deborah Nelson Howard
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Stock Purchase Agreement dated as of October 26, 1999
among the Company and the Former Shareholders, with the
First Amendment dated as of December 15, 1999 and
Second Amendment dated as of October 12, 2000
99.2 Escrow Agreement dated as of April 7, 2000 among the
Company, the Former Shareholders and the Escrow Agent
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