SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ____ )*
DMI FURNITURE, INC.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
233230 10-1
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(CUSIP Number)
Ronald J. Klosterman
Vice President Finance, Chief Financial Officer & Secretary
Flexsteel Industries, Inc.
3400 Jackson Street
Dubuque, Iowa 52004-0877
Telephone: (563) 556-7730
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700
August 12, 2003
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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*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 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 "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 233230 10-1 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FLEXSTEEL INDUSTRIES, INC. (I.R.S. IDENTIFICATION NO.
42-0442319)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 409,193*
REPORTING
PERSON -----------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
409,193*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,193*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%**
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14 TYPE OF REPORTING PERSON
CO
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* Beneficial ownership of the common stock referred to herein is being
reported hereunder solely because the reporting person may be deemed to have
beneficial ownership of such shares as a result of the Tender and Voting
Agreements described in Items 3, 4 and 5 hereof. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an
admission by Flexsteel Industries, Inc. or Churchill Acquisition Corp. that it
is the beneficial owner of any of the common stock referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended,
or for any other purpose, and such beneficial ownership is expressly
disclaimed.
** The calculation of the foregoing percentage is based on the number of
shares of DMI Furniture, Inc. common stock outstanding as of August 12, 2003
as set forth in the Merger Agreement (as defined below).
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CUSIP No. 233230 10-1 13D Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CHURCHILL ACQUISITION CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 409,193*
REPORTING
PERSON -----------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
409,193*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,193*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%**
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TYPE OF REPORTING PERSON
14 CO
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* Beneficial ownership of the common stock referred to herein is being
reported hereunder solely because the reporting person may be deemed to have
beneficial ownership of such shares as a result of the Tender and Voting
Agreements described in Items 3, 4 and 5 hereof. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an
admission by Flexsteel Industries, Inc. or Churchill Acquisition Corp. that it
is the beneficial owner of any of the common stock referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended,
or for any other purpose, and such beneficial ownership is expressly
disclaimed.
** The calculation of the foregoing percentage is based on the number of
shares of DMI Furniture, Inc. common stock outstanding as of August 12, 2003
as set forth in the Merger Agreement (as defined below).
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CUSIP No. 233230 10-1 13D Page 4 of 11 Pages
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Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.10
per share (the "Shares"), of DMI Furniture, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at One Oxmoor Place,
101 Bullitt Lane, Louisville, Kentucky 40222.
Item 2. Identity and Background.
This Statement is filed jointly by Flexsteel Industries, Inc., a
Minnesota corporation ("Flexsteel"), and Churchill Acquisition Corp., a
Delaware corporation ("Purchaser"). The agreement by and among Flexsteel and
Purchaser relating to the joint filing of this Statement is attached as
Exhibit 1 hereto.
Flexsteel's principal business address is 3400 Jackson Street,
Dubuque, Iowa 52004-0877. Purchaser's principal business address is 3400
Jackson Street, Dubuque, Iowa 52004-0877.
Flexsteel designs, manufactures and sells a broad line of upholstered
furniture for residential, commercial and recreational vehicle seating use.
Purchaser is a wholly owned subsidiary of Flexsteel and was formed for the
purpose of making a tender offer for all of the outstanding Shares of the
Company.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Flexsteel
and Purchaser are set forth on Schedule I hereto.
Neither Flexsteel nor Purchaser, nor, to the best of Flexsteel's or
Purchaser's knowledge, has any of the individuals referred to in Schedule I,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding 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 violations with respect to such
laws during the last five years.
Item 3. Source and Amount of Funds or Other Consideration.
The Offer (as defined below) is not conditioned upon any financing
arrangements. Flexsteel and the Purchaser estimate that the total amount of
funds required to purchase all of the outstanding Shares pursuant to the Offer
and the Merger will be approximately $17 million plus related transaction fees
and expenses. The Purchaser will acquire all such funds from Flexsteel, which
currently intends to use generally available corporate funds for this purpose.
Item 4. Purpose of Transaction.
On August, 12, 2003, Flexsteel, the Purchaser and the Company entered
into an Agreement and Agreement and Plan of Merger (the "Merger Agreement").
The Merger Agreement provides for the commencement of a tender offer by the
Purchaser to purchase all Shares of the Company, at a price of $3.30 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). Copies of the Offer to Purchase and the related
Letter of Transmittal are filed as exhibits to the Schedule TO filed by
Flexsteel with the Securities and Exchange Commission on August 20, 2003 (the
"Schedule TO"), and are hereby incorporated herein by reference.
The Merger Agreement provides, among other things, that after the
consummation of the Offer and subject to certain conditions, the Purchaser
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CUSIP No. 233230 10-1 13D Page 5 of 11 Pages
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will be merged with and into the Company (the "Merger") with the Company
continuing as the surviving corporation (the "Surviving Corporation"), wholly
owned by Flexsteel. Pursuant to the Merger, at the effective time of the
Merger (the "Effective Time"), each Share outstanding immediately prior to the
Effective Time (other than Shares owned by the Company or Flexsteel or any of
their respective subsidiaries, all of which will be cancelled, and other than
Shares that are held by stockholders, if any, who properly exercise their
dissenters' rights under the Delaware General Corporation Law), will be
converted into the right to receive $3.30 or any greater per Share price paid
in the Offer in cash, without interest.
The Offer is conditioned upon, among other things, there being
validly tendered in accordance with the terms of the Offer and not withdrawn
prior to the expiration date of the Offer that number of Shares that
represents at least a majority of then outstanding Shares on a fully-diluted
basis. The Offer is also subject to other conditions set forth in the Offer to
Purchase. See Section 14--"Certain Conditions of the Offer."
In connection with the execution of the Merger Agreement, Flexsteel
and the Purchaser entered into the Tender and Voting Agreements with certain
stockholders of the Company, including Donald D. Dreher, President, Chairman
of the Board and Chief Executive Officer of the Company, Joseph G. Hill,
Executive Vice President, Operations, of the Company, Foster Holdings, Inc.
and LBR&M Associates, L.P. (each a "Tendering Stockholder"). David M. Martin,
a director of the Company, is the President of Foster Holdings and General
Partner of LBR&M Associates. The Tendering Stockholders own an aggregate of
409,193 Shares representing approximately 9.5% of the Shares outstanding on
the date of the Merger Agreement (4,298,786 Shares). The Tendering
Stockholders also hold options to acquire 497,101 Shares. Under the terms of
the Tender and Voting Agreements, any Shares received by the Tendering
Stockholders upon the exercise of stock options are subject to the provisions
of the Tender and Voting Agreements.
Pursuant to the Tender and Voting Agreements, each Tendering
Stockholder agreed to tender all of his outstanding shares into the Offer.
Each Tendering Stockholder also irrevocably appointed Flexsteel such Tendering
Stockholder's proxy to vote their Shares (i) in favor of the Merger or any
other transaction pursuant to which Flexsteel or the Purchaser proposes to
acquire the Company, in which stockholders of the Company would receive
consideration for their Shares equal to or greater than the consideration to
be received by such stockholders in the Offer and the Merger, and/or (ii)
against any action or agreement which would impede, interfere with or prevent
the Merger, including, but not limited to, any other extraordinary corporate
transaction, including a merger, acquisition, sale, consolidation,
reorganization or liquidation involving the Company and a third party, or any
other proposal of a third party to acquire the Company.
The Tender and Voting Agreements terminate upon the earlier to occur
of (i) the Effective Time and (ii) the date of termination of the Merger
Agreement in accordance with its terms.
The purpose of the Offer is to acquire control of, and the entire
equity interest in, the Company. The purpose of the Merger is to acquire all
outstanding Shares not tendered and purchased pursuant to the Offer. If the
Offer is successful, the Purchaser intends to consummate the Merger as
promptly as practicable.
Pursuant to the terms of the Merger Agreement, promptly upon the
purchase of and payment for any Shares by the Purchaser pursuant to the Offer,
Flexsteel currently intends to seek maximum representation on the Board of
Directors of the Company Board (the "Company Board"), subject to the
requirement in the Merger Agreement regarding the presence of at least two
Independent Directors on the Company Board until the Effective Time.
As of the date of this Schedule 13D, no determination has been made
as to which directors of the Company will serve as Independent Directors.
Flexsteel has informed the Company that it will choose its designees for
directors of the Company from the persons listed in Schedule I hereto. It is
expected that the first of the Flexsteel designees to assume office would
assume office promptly following the purchase by the Purchaser of Shares
pursuant to the Offer, which purchase cannot be earlier than September 17,
2003, and that, upon assuming office, the Flexsteel designees will thereafter
constitute at least a majority of the entire Company Board.
The Merger Agreement provides that at the Effective Time, the
certificate of incorporation and bylaws of the Purchaser will be the
certificate of incorporation and bylaws of the Surviving Corporation following
the Merger, except that the name of the Surviving Corporation will continue to
be DMI Furniture, Inc. The Merger Agreement also provides that, at the
Effective Time, (i) the directors of the Purchaser will be the directors of
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CUSIP No. 233230 10-1 13D Page 6 of 11 Pages
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the Surviving Corporation and (ii) the officers of the Company will continue
to be the officers of the Surviving Corporation.
Flexsteel anticipates that, if the Merger is completed in accordance
with the Merger Agreement, the Company will become a wholly-owned subsidiary
of Flexsteel, that Flexsteel will seek to cause the Shares to be removed from
quotation on The Nasdaq Stock Market and that the Shares would become eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Flexsteel currently
intends to seek to cause the Company to terminate the registration of the
Shares under the Exchange Act as soon after consummation of the Offer as the
requirements for termination of registration are met.
It is expected that, initially following the Merger, the business and
operations of the Company will, except as set forth in the Offer to Purchase,
be continued substantially as they are currently being conducted. Flexsteel
currently intends to maintain the Company's headquarters in Louisville,
Kentucky, and to retain the Company's existing management. Flexsteel will
continue to evaluate the business and operations of the Company during the
pendency of the Offer and after the consummation of the Offer and the Merger
and will take such actions as it deems appropriate under the circumstances
then existing. Thereafter, Flexsteel intends to review such information as
part of a comprehensive review of the Company's business, operations,
capitalization and management with a view to optimizing development of the
Company's potential in conjunction with Flexsteel's existing business.
Except as set forth in this Item 4, neither Flexsteel nor Purchaser
has any present plans or proposals which relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
References to, and descriptions of, the Merger Agreement and the
Tender and Voting Agreements as set forth herein are not intended to be
complete and are qualified in their entirety by reference to the copies of the
Merger Agreement and the Tender and Voting Agreements, respectively, copies of
which are filed as Exhibits (d)(1) and d(2), respectively, to the Schedule TO
and which are incorporated by reference in this Item 4 in their entirety where
such references and descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a)-(b) For the purpose of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Flexsteel
and Purchaser, by reason of the execution and delivery of the Tender and
Voting Agreements, may be deemed to have beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of the 409,193 Shares which are
subject to the Tender and Voting Agreement, which represent approximately 9.5%
of the Shares (based on the number of Shares outstanding as of August 12,
2003). Jeffrey T. Bertsch, a director and officer of Flexsteel, beneficially
owns 10 Shares. Except as set forth in this Item 5, none of Purchaser,
Flexsteel or, to their knowledge, any person listed in Schedule 1 hereto, owns
beneficially any Shares.
With respect to the voting of the Shares, Flexsteel and the Purchaser
have the power to vote or cause the vote of the Shares in accordance with the
terms of the Tender and Voting Agreements. Neither the filing of this Schedule
13D nor any of its contents shall be deemed to constitute an admission that
Flexsteel or the Purchaser is the beneficial owner of the Shares referred to
in this Item 5 for purposes of Section 13(d) of the Exchange Act or for any
other purpose, and such beneficial ownership is expressly disclaimed. Mr.
Bertsch has sole voting power with respect to the 10 Shares beneficially owned
by him.
(c) Except for the execution and delivery of the Tender and Voting
Agreements and the Merger Agreement, no transactions in the Shares were
effected by the Purchaser, Flexsteel or, to their knowledge, any person listed
in Schedule I hereto, during the 60 days prior to the date hereof.
(d) Not applicable.
(e) Not applicable.
References to, and descriptions of, the Merger Agreement and the
Tender and Voting Agreements as set forth herein are not intended to be
complete and are qualified in their entirety by reference to the copies of the
Merger Agreement and the Tender and Voting Agreements, respectively, copies of
which are filed as Exhibits (d)(1) and d(2), respectively, to the Schedule TO
and which are incorporated by reference in this Item 5 in their entirety where
such references and descriptions appear.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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CUSIP No. 233230 10-1 13D Page 7 of 11 Pages
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The information set forth, or incorporated by reference, in Items 3
through 5 of this statement is hereby incorporated by this reference in this
Item 6.
The Company and Flexsteel are parties to a Confidentiality Agreement,
dated as of December 5, 2002, between the Company and Flexsteel (the
"Confidentiality Agreement"). Among other things, the Confidentiality
Agreement provides that until December 5, 2004, Flexsteel may not, directly or
indirectly, without the prior written consent of the Company Board, (i)
acquire, agree to acquire or make any proposal to acquire, directly or
indirectly, greater than 5% of any class of voting securities or any property
of the Company or any of its affiliates, (ii) propose to enter into, directly
or indirectly, any merger, consolidation, recapitalization, business
combination or other similar transaction involving the Company or any of its
affiliates, (iii) make, or participate in, any solicitation of proxies to
vote, or seek to advise or influence any person with respect to the voting of
any voting securities of the Company or any of its affiliates, (iv) form, join
or participate in a "group" with respect to any voting securities of the
Company or any of its affiliates, (v) otherwise act, alone or in concert with
others, to seek control or influence the management, Company Board or policies
of the Company, (vi) disclose any intention, plan or arrangement inconsistent
with the these restrictions, or (vii) advise, assist or encourage any other
person in connection with any of the foregoing.
References to, and descriptions of, the Confidentiality Agreement as
set forth herein are not intended to be complete and are qualified in their
entirety by reference to the Confidentiality Agreement, a copy of which is
filed as Exhibit (d)(3) to the Schedule TO and which is incorporated by
reference in this Item 6 in its entirety where such references and
descriptions appear.
To Flexsteel's and the Purchaser's knowledge, except as otherwise
described in this Schedule 13D, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 above or
listed in Schedule I hereto, and between any such persons and any other
person, with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities of the Company,
finder's fees, joint ventures, loan or option arrangement, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
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1 Joint Filing Agreement, dated August 20, 2003, between Flexsteel
Industries, Inc. and Churchill Acquisition Corp.
2 Agreement and Agreement and Plan of Merger, dated as of August
12, 2003, by and among Flexsteel Industries, Inc., Churchill
Acquisition Corp. and DMI Furniture, Inc. (incorporated herein
by reference to Exhibit (d)(1) to the Schedule TO)
3 Form of Tender and Voting Agreement, dated as of August 12,
2003, by and among Flexsteel Industries, Inc., Churchill
Acquisition Corp. and certain stockholders of the DMI Furniture,
Inc. (incorporated herein by reference to Exhibit (d)(2) to the
Schedule TO)
4 Confidentiality Agreement, dated as of December 6, 2003, between
Flexsteel and DMI Furniture, Inc. (incorporated herein by
reference to Exhibit (d)(3) to the Schedule TO)
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CUSIP No. 233230 10-1 13D Page 8 of 11 Pages
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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.
Dated: August 22, 2003
FLEXSTEEL INDUSTRIES, INC.
By: /s/ Ronald J. Klosterman
-------------------------------
Name: Ronald J. Klosterman
Title: Vice President Finance,
CFO & Secretary
CHURCHILL ACQUISITION CORP.
By: /s/ Ronald J. Klosterman
-------------------------------
Name: Ronald J. Klosterman
Title: Treasurer & Secretary
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CUSIP No. 233230 10-1 13D Page 9 of 11 Pages
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
FLEXSTEEL AND THE PURCHASER
1. Directors and Executive Officers of Flexsteel. The following table
sets forth the name and present principal occupation or employment of each
director and executive officer of Flexsteel. Unless otherwise indicated, the
current business address of each person is 3400 Jackson Street, Dubuque, Iowa
52004-0877. Unless otherwise indicated, each such person is a citizen of the
United States of America.
Name Present Principal Occupation or Employment
L. Bruce Boylen Vice President of Fleetwood Enterprises, Inc.
(manufacturer of recreational vehicles and
manufactured homes) (retired).
Jeffrey T. Bertsch Vice President Corporate Services of Flexsteel
Industries, Inc.
Patrick M. Crahan Vice President, Dubuque Upholstering Division, of
Flexsteel Industries, Inc.
Lynn J. Davis General Partner of Tate Capital Partners (venture
capital, 3600 Minnesota Drive, Minneapolis, Minnesota
55435).
Robert E. Deignan Partner of Baker & McKenzie (law firm, One Prudential
Plaza, 130 East Randolph Drive, Chicago, Illinois
60601).
Thomas E. Holloran Professor Emeritus, School of Business, University
of St. Thomas (1000 LaSalle Avenue, Minneapolis,
Minnesota 55403).
K. Bruce Lauritsen Chief Executive Officer and President of Flexsteel
Industries, Inc.
Edward J. Monaghan Chief Operating Officer and Executive Vice President
of Flexsteel Industries, Inc.
Eric S. Rangen Vice President and Chief Financial Officer of Alliant
Techsystems, Inc. (aerospace and defense products,
5050 Lincoln Drive, Edina, Minnesota 55436).
James R. Richardson Senior Vice President Marketing of Flexsteel
Industries, Inc.
Marvin M. Stern Vice President, Sears-Roebuck Company (retailer)
(retired).
Thomas D. Burkart Senior Vice President of Vehicle Seating of Flexsteel
Industries, Inc.
Ronald J. Klosterman Vice President Finance / Chief Financial Officer &
Secretary of Flexsteel Industries, Inc.
2. Directors and Executive Officers of the Purchaser. The following
table sets forth the name and present principal occupation or employment of
each director and executive officer of the Purchaser. Unless otherwise
indicated, the current business address of each person is 3400 Jackson Street,
Dubuque, Iowa 52004-0877. Unless otherwise indicated, each such person is a
citizen of the United States of America.
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CUSIP No. 233230 10-1 13D Page 10 of 11 Pages
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Name Present Principal Occupation or Employment
---- ------------------------------------------
Jeffrey T. Bertsch Vice President Corporate Services of Flexsteel
Industries, Inc.
Patrick M. Crahan Vice President, Dubuque Upholstering Division,
of Flexsteel Industries, Inc.
K. Bruce Lauritsen Chief Executive Officer and President of Flexsteel
Industries, Inc.
Edward J. Monaghan Chief Operating Officer and Executive Vice President
of Flexsteel Industries, Inc.
James R. Richardson Senior Vice President Marketing of Flexsteel
Industries, Inc.
Ronald J. Klosterman Vice President Finance / Chief Financial Officer
& Secretary of Flexsteel Industries, Inc.
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CUSIP No. 233230 10-1 13D Page 11 of 11 Pages
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JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that
the Schedule 13D filed on or about this date and any amendments thereto with
respect to beneficial ownership by the undersigned of shares of Common Stock,
par value $.10 per share, of DMI Furniture, Inc. is being filed on behalf of
each of the undersigned under the Securities Exchange Act of 1934, as amended.
This agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
Dated: August 22, 2003
FLEXSTEEL INDUSTRIES, INC.
By: /s/ Ronald J. Klosterman
---------------------------------
Name: Ronald J. Klosterman
Title: Vice President Finance,
CFO & Secretary
CHURCHILL ACQUISITION CORP.
By: /s/ Ronald J. Klosterman
---------------------------------
Name: Ronald J. Klosterman
Title: Treasurer & Secretary