SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C),
AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B)
AMENDMENT NO. 5
WINSLOEW FURNITURE, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
975377 10 2
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(CUSIP Number)
January 15, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
Page 1 of 17 pages
There is one exhibit beginning on Page 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 294,760(1)
Shares Bene-
ficially (6) Shared Voting Power 1,703,427(1)
Owned by
Each Report- (7) Sole Dispositive Power 294,760(1)
ing Person
With (8) Shared Dispositive Power 1,703,427(1)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,998,187(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) 27.3%(1)
(12) Type of Reporting Person (See Instructions) IN
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(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 159,391(1)
Shares Bene-
ficially (6) Shared Voting Power 1,703,427(1)
Owned by
Each Report- (7) Sole Dispositive Power 159,391(1)
ing Person
With (8) Shared Dispositive Power 1,703,427(1)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,862,818(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) 25.5%(1)
(12) Type of Reporting Person (See Instructions) IN
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(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) 12.5%(1)
(12) Type of Reporting Person (See Instructions) CO
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(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) 9.1%(1)
(12) Type of Reporting Person (See Instructions) PN
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(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) 9.1%(1)
(12) Type of Reporting Person (See Instructions) PN
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(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) 7.4%(1)
(12) Type of Reporting Person (See Instructions) PN
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(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) 7.4%(1)
(12) Type of Reporting Person (See Instructions) PN
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(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) 7.4%(1)
(12) Type of Reporting Person (See Instructions) PN
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(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:
160 Village Street
Birmingham, Alabama 35242
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:
160 Village Street
Birmingham, Alabama 35242
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, $.01 Par Value
ITEM 2(E). CUSIP Number:
975377 10 2
10
<PAGE>
ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), identify the status of the person filing.
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 1,998,187(2) 27.3% 294,760 1,703,427 294,760 1,703,427
Phillip T. George 1,862,818(3) 25.5% 159,391 1,703,427 159,391 1,703,427
Group (4) 908,455 12.5% 908,455 0 908,455 0
Fund I 662,484 9.1% 662,484 0 662,484 0
Fund Managers 662,484 9.1% 662,484 0 662,484 0
TSSF(5) 542,816 7.4% 542,816 0 542,816 0
Trivest Associates 542,816 7.4% 542,816 0 542,816 0
Trivest 542,816 7.4% 542,816 0 542,816 0
</TABLE>
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(1) Calculated on the basis of 7,294,408 shares of Common Stock outstanding
on December 31, 1998. 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 259,135 shares owned directly, 35,625 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, Ltd. (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 Fund I,
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 136,641 shares owned directly, 22,750 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, and 1,965 shares held of record
by Dr. George's children. See note (4). The Reporting Person disclaims
beneficial ownership of the shares held by the 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
2,159,543 shares of Common Stock (after giving effect to the exercise of
options), representing 29.4% 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.
* * * * *
On January 15, 1999, Messrs. Powell and George made a proposal (the
"Proposal") to a previously formed Special Committee of the Issuer's Board of
Directors on behalf of a corporation to be formed by Trivest Fund II, Ltd.,
Trivest Equity Partners II, Ltd., Trivest Principals Fund II, Ltd., and certain
members of the Issuer's management to acquire all of the outstanding shares of
Common Stock not currently owned by such persons (the "Remaining Shares"),
subject to certain terms and conditions. Trivest Fund II, Ltd., Trivest Equity
Partners II, Ltd. and Trivest Principals Fund II, Ltd., partnerships affiliated
with Messrs. Powell and George, do not presently hold any of the Issuer's
securities. The proposed transaction (the "Proposed Transaction") is a cash
merger in which each holder of Remaining Shares would receive $30.00 per share
(and each holder of outstanding options to purchase Common Stock would receive a
cash payment equal to the difference between $30.00 per share and the per share
exercise price of such options). The Proposed Transaction is subject, among
other things, to (i) the negotiation and execution of a definitive merger
agreement with the Issuer, (ii) approval of the Proposed Transaction by the
Special Committee, the Board of Directors and the Issuer's shareholders, (iii)
receipt of satisfactory financing for the Proposed Transaction, (iv) receipt of
a fairness opinion from the financial advisor to the Special Committee stating
that the Proposed Transaction is fair, from a financial point of view, to the
holders of the Remaining Shares, (v) completion of all necessary governmental
and regulatory filings, the receipt of all applicable governmental and
regulatory approvals and the expiration of any applicable waiting periods, and
(vi) the absence of any dividend declarations or payments by the Issuer.
Messrs. Powell and George are the only Reporting Persons on whose behalf
the Proposal is being made. The Proposal is not being made on behalf of Trivest,
TSSF, Trivest Associates, Fund I, Fund Managers, Group, Equity Partners,
Principals' Fund, TAFL or Trivest Plan Sponsor, Inc. However, each of the
Reporting Persons, including each of such entities, has indicated its or his
intent to vote in favor of the Proposed Transaction.
The Proposed Transaction would, if and when consummated, result in the
Issuer's Common Stock (i) ceasing to be authorized for listing on the Nasdaq
National Market and (ii) becoming eligible for termination of registration under
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
12
<PAGE>
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.
13
<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.
January 27, 1999
/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
14
<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
15
<PAGE>
EXHIBIT A
AGREEMENT TO FILE JOINT SCHEDULE 13G
Pursuant to Rule 13d-1(f), the undersigned hereby consent to the joint
filing of a single statement on their behalf.
January 27, 1999
/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
16
<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
17
