SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO
RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
AMENDMENT NO. 3
WINSLOEW FURNITURE, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
975377 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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).
Page 1 of 16
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons EARL W. POWELL
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a)__________ (b)___________
(3) SEC Use Only___________________________________________________________
(4) Citizenship or Place of Organization U.S.A.
-----------------------------------
Number of (5) Sole Voting Power 171,062 1
Shares Bene-
ficially (6) Shared Voting Power 1,703,427 1
Owned by
Each Report- (7) Sole Dispositive Power 171,062 1
ing Person
With (8) Shared Dispositive Power 1,703,427 1
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,874,489 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) NOT APPLICABL
(11) Percent of Class Represented by Amount in Row (9) 24.9% 1
----------
(12) Type of Reporting Person (See Instructions) IN
- ------------------------
1 See Item 4.
2
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons PHILLIP T. GEORGE, M.D.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a)__________ (b)__________
(3) SEC Use Only___________________________________________________________
(4) Citizenship or Place of Organization U.S.A.
----------------------------------
Number of (5) Sole Voting Power 147,825 1
Shares Bene-
ficially (6) Shared Voting Power 1,703,427 1
Owned by
Each Report- (7) Sole Dispositive Power 147,825 1
ing Person
With (8) Shared Dispositive Power 1,703,427 1
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,851,252 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) NOT APPLICABLE
(11) Percent of Class Represented by Amount in Row (9) 24.7% 1
----------
(12) Type of Reporting Person (See Instructions) IN
- -------------------
1 See Item 4.
3
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons TRIVEST GROUP, INC.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a)__________ (b)___________
(3) SEC Use Only___________________________________________________________
(4) Citizenship or Place of Organization Delaware
Number of (5) Sole Voting Power 908,455 1
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Report- (7) Sole Dispositive Power 908,455 1
ing Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 908,455 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) NOT APPLICABLE
(11) Percent of Class Represented by Amount in Row (9) 12.1% 1
----------
(12) Type of Reporting Person (See Instructions) CO
- ------------------
1 See Item 4.
4
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons TRIVEST FUND I, LTD. (FORMERLY TRIVEST INSTITUTIONAL FUND,
LTD.)
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) _________ (b)_________
(3) SEC Use Only___________________________________________________________
(4) Citizenship or Place of Organization FLORIDA
Number of (5) Sole Voting Power 662,484 1
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Report- (7) Sole Dispositive Power 662,484 1
ing Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 662,484 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) NOT APPLICABLE
(11) Percent of Class Represented by Amount in Row (9) 8.9% 1
------
(12) Type of Reporting Person (See Instructions) PN
- ------------------
1 See Item 4.
5
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons TRIVEST 1988 FUND MANAGERS, LTD.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a)____________ (b)____________
(3) SEC Use Only
(4) Citizenship or Place of Organization FLORIDA
Number of (5) Sole Voting Power 662,484 1
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Report- (7) Sole Dispositive Power 662,484 1
ing Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 662,484 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) NOT APPLICABLE
(11) Percent of Class Represented by Amount in Row (9) 8.9% 1
---------
(12) Type of Reporting Person (See Instructions) PN
- ------------------
1 See Item 4.
6
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons TRIVEST SPECIAL SITUATIONS FUND 1985, L.P.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a)__________ (b)___________
(3) SEC Use Only___________________________________________________________
(4) Citizenship or Place of Organization DELAWARE
Number of (5) Sole Voting Power 542,816 1
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Report- (7) Sole Dispositive Power 542,816 1
ing Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 542,816 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) NOT APPLICABLE
(11) Percent of Class Represented by Amount in Row (9) 7.3% 1
--------
(12) Type of Reporting Person (See Instructions) PN
- ------------------
1 See Item 4.
7
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons TRIVEST ASSOCIATES, L.P.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a)__________ (b)____________
(3) SEC Use Only__________________________________________________________
(4) Citizenship or Place of Organization DELAWARE
Number of (5) Sole Voting Power 542,816 1
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Report- (7) Sole Dispositive Power 542,816 1
ing Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 542,816 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) NOT APPLICABLE
(11) Percent of Class Represented by Amount in Row (9) 7.3% 1
---------
(12) Type of Reporting Person (See Instructions) PN
- ------------------
1 See Item 4.
8
<PAGE>
CUSIP NO. 975377 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above]
Persons TRIVEST, INC.
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a)__________ (b)_________
(3) SEC Use Only___________________________________________________________
(4) Citizenship or Place of Organization DELAWARE
Number of (5) Sole Voting Power 542,816 1
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Report- (7) Sole Dispositive Power 542,816 1
ing Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 542,816 1
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) NOT APPLICABLE
(11) Percent of Class Represented by Amount in Row (9) 7.3% 1
---------
(12) Type of Reporting Person (See Instructions) CO
- ------------------
1 See Item 4.
9
<PAGE>
ITEM 1(A). Name of Issuer:
WinsLoew Furniture, Inc. ("WinsLoew").
ITEM 1(B). Address of Issuer's Principal Executive Offices:
201 Cahaba Valley Parkway
Pelham, Alabama 35124
ITEM 2(A). Name of Person Filing:
This statement is filed on behalf of Earl W. Powell,
Phillip T. George, M.D., Trivest Group, Inc. ("Group"),
Trivest Fund I, Ltd. ("Fund I"), Trivest 1988 Fund
Managers, Ltd. ("Fund Managers"), Trivest Special
Situations Fund 1985, L.P. ("TSSF"), Trivest Associates,
L.P. ("Trivest Associates") and Trivest, Inc. ("Trivest),
(individually, the "Reporting Person," collectively, the
"Reporting Persons"). See Exhibit A for the Reporting
Persons' agreement for a joint filing of a single
statement on their behalf.
ITEM 2(B). Address of Principal Business Office:
201 Cahaba Valley Parkway
Pelham, Alabama 35124
ITEM 2(C). Citizenship or State of Incorporation:
Earl W. Powell and Phillip T. George, M.D. - U.S.A.
Fund I and Fund Managers - Florida
Group, TSSF, Trivest Associates and Trivest - Delaware
ITEM 2(D). Title of Class of Securities:
Common Stock, par value $.01 per share.
ITEM 2(E). CUSIP Number:
975377 10 2
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), identify the status of the person filing.
10
<PAGE>
Not applicable.
ITEM 4. Ownership.
<TABLE>
<CAPTION>
AMOUNT POWER TO VOTE POWER TO DISPOSE
BENEFICIALLY % OF ----------------------- ---------------------
REPORTING PERSON OWNED CLASS(1) SOLE SHARED SOLE SHARED
---------------- ----- -------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Earl W. Powell................1,874,489(2) 24.9%. 171,062 1,703,427 171,062 1,703,427
Phillip T. George.............1,851,252(3 24.7%. 147,825 1,703,427 147,825 1,703,427
Group(4)........................908,455 12.1%. 908,455 0 908,455 0
Fund I..........................662,484 8.9%. 662,484 0 662,484 0
Fund Managers...................662,484 8.9%. 662,484 0 662,484 0
TSSF(5).........................542,816 7.3%. 542,816 0 542,816 0
Trivest Associates..............542,816 7.3%. 542,816 0 542,816 0
Trivest.........................542,816 7.3%. 542,816 0 542,816 0
</TABLE>
(1) Calculated on the basis of 7,481,783 shares of Common Stock outstanding
on December 31, 1996. Any securities that are not issued and
outstanding, but that can be acquired through the exercise of options
or warrants exercisable within 60 days, are deemed to be outstanding
for the purpose of computing the percentage of outstanding securities
owned by stockholders holding such options or warrants, but are not
deemed to be issued and outstanding for the purpose of computing the
percentage of the class of securities held by any other person.
(2) Includes 137,437 shares owned directly, 33,625 shares subject to
options granted under WinsLoew's stock option plan, 662,484 shares held
of record by Fund I, 245,971 shares held of record by Trivest Equity
Partners I, Ltd. (formerly known as Trivest Investors Fund, Ltd.)
("Equity Partners") and 116,459 shares held of record by Trivest
Principals' Fund 1988 (the "Principals' Fund"), of which the Reporting
Person is a general partner. See note (4). The Reporting Person
disclaims beneficial ownership of the shares held by Equity Partners
and Principals' Fund. The indicated amount also includes 542,816 shares
owned of record by TSSF (see note (5)) and 135,697 shares of record
owned by Trivest Annuity Fund, Ltd. ("TAFL"), a private investment fund
whose assets are managed by Trivest Plan Sponsor, Inc., a corporation
controlled in part by the Reporting Person. The Reporting Person
disclaims beneficial ownership of shares held by TSSF and TAFL
(3) Includes 126,175 shares owned directly, 20,750 shares subject to
options granted under WinsLoew's stock option plan, 662,484 shares held
of record by Fund I, 245,971 shares held of record by Equity Partners,
116,459 shares held of record by Principals' Fund, of which the
Reporting Person is a general partner, 900 shares held of record by Dr.
George's children. See note (4). The Reporting person disclaims
beneficial ownership of the shares held by Fund I, Equity Partners,
Principals' Fund and his children. The indicated amount also includes
542,816, shares owned of record by TSSF (see note (5)), and 135,697
shares owned of record by TAFL, a private investment fund whose assets
are managed by Trivest Plan Sponsor, Inc., a corporation controlled in
part by the Reporting Person. The Reporting Person disclaims beneficial
ownership of shares held by TSSF and TAFL.
11
<PAGE>
(4) Group serves as the sole general partner of Fund Managers, which in
turn is the sole general partner of (i) Fund I, a privately held
investment partnership that holds of record 662,484 shares of Common
Stock, and (ii) Equity Partners, a privately held investment
partnership that holds of record 245,971 shares of Common Stock.
Messrs. Powell and George are executive officers and directors of Group
and beneficially own a controlling interest of its outstanding capital
stock.
(5) The general partner of TSSF is Trivest Associates, whose general
partner is Trivest, a corporation owned by Messrs. Powell and George.
Messrs. Powell and George are also limited partners of Trivest
Associates.
Messrs. Powell and George beneficially own, directly or indirectly
2,022,314 shares of Common Stock (after giving effect to the exercise of
options), representing 26.8% of the Common Stock (after giving effect to the
exercise of options). Messrs. Powell and George may be deemed controlling
persons of the Issuer by their direct and indirect beneficial ownership of
Common Stock.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this Statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
ITEM 9. Notice of Dissolution of Group.
Not applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
12
<PAGE>
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.
February 11, 1997 /S/ EARL W. POWELL
-----------------------------
EARL W. POWELL
/S/ PHILLIP T. GEORGE, M.D
-----------------------------
PHILLIP T. GEORGE, M.D.
TRIVEST, INC.
By: /S/ B. JAY ANDERSON
------------------------
B. Jay Anderson
Vice President
TRIVEST SPECIAL SITUATIONS
FUND 1985, L.P.
By: Trivest Associates, L.P.,
General Partner
By: Trivest, Inc., General Partner
By: /S/ B. JAY ANDERSON
----------------------
B. Jay Anderson
Vice President
TRIVEST ASSOCIATES, L.P.
By: Trivest, Inc. General Partner
By: /S/ B. JAY ANDERSON
------------------------
B. Jay Anderson
Vice President
13
<PAGE>
TRIVEST FUND I, LTD.
By: Trivest 1988 Fund Managers, Ltd. General
Partner
By: Trivest Group, Inc., General Partner
By: /S/ B. JAY ANDERSON
----------------------------------
B. Jay Anderson
Vice President
TRIVEST 1988 FUND MANAGERS,
LTD.
By: Trivest Group, Inc., General Partner
By: /S/ B. JAY ANDERSON
---------------------------------------
B. Jay Anderson
Vice President
TRIVEST GROUP, INC.
By: /S/ B. JAY ANDERSON
---------------------------------------
B. Jay Anderson
Vice President
14
<PAGE>
EXHIBIT A
AGREEMENT TO FILE JOINT SCHEDULE 13G
Pursuant to Rule 13d-1(f)(1), the undersigned hereby consent to the
joint filing of a single statement on their behalf.
February 11, 1997 /S/ EARL W. POWELL
-----------------------------
EARL W. POWELL
/S/ PHILLIP T. GEORGE, M.D
-----------------------------
PHILLIP T. GEORGE, M.D.
TRIVEST, INC.
By: /S/ B. JAY ANDERSON
------------------------
B. Jay Anderson
Vice President
TRIVEST SPECIAL SITUATIONS
FUND 1985, L.P.
By: Trivest Associates, L.P.,
General Partner
By: Trivest, Inc., General Partner
By: /S/ B. JAY ANDERSON
----------------------
B. Jay Anderson
Vice President
15
<PAGE>
TRIVEST ASSOCIATES, L.P.
By: Trivest, Inc. General Partner
By: /S/ B. JAY ANDERSON
------------------------
B. Jay Anderson
Vice President
TRIVEST FUND I, LTD.
By: Trivest 1988 Fund Managers, Ltd. General
Partner
By: Trivest Group, Inc., General Partner
By: /S/ B. JAY ANDERSON
----------------------------------
B. Jay Anderson
Vice President
TRIVEST 1988 FUND MANAGERS, LTD.
By: Trivest Group, Inc., General Partner
By: /S/ B. JAY ANDERSON
---------------------------------------
B. Jay Anderson
Vice President
TRIVEST GROUP, INC.
By: /S/ B. JAY ANDERSON
---------------------------------------
B. Jay Anderson
Vice President
16
