(d)-(e)

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

During the last five years, neither the Reporting Persons, nor, to the best of their knowledge, any of their respective executive officers, directors, general partners, members or portfolio managers (as applicable) (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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.

Source and Amount of Funds or Other Consideration

The Issuer and the OCM Fund are parties to an Amended and Restated Loan and Security Agreement, dated as of January 15, 2004 (as has been amended, restated or modified from time to time, the “Loan Agreement”), among Fleet Capital Corporation, individually as a lender and as agent for itself and any other financial institution which is or becomes a party thereto, the lenders (including the OCM Fund), the Issuer, Shelby Williams Industries, Inc., and Sellers & Josephson Inc.  In connection with the waiver of covenant defaults under the Loan Agreement, the amendment of the Loan Agreement regarding certain covenants for the third and fourth quarters and an increase of the OCM Fund Term Loan B loan by $10 million, the Issuer issued a stock purchase warrant to the OCM Fund to purchase 1,841,715 shares of Common Stock (the “Warrant”).   The interests in the Term Loan B Facility held by the Reporting Persons were funded in part through the Reporting Persons’ respective working capital.

Purpose of Transaction

Each of the Reporting Persons acquired the Warrant for investment purposes subject to the next paragraph.

Oaktree, as the general partner of the OCM Fund, continuously evaluates the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional shares of the Issuer’s Common Stock will be acquired by the Reporting Persons or by other accounts or funds affiliated with the Reporting Persons or whether the Reporting Persons will dispose of their respective shares of the Issuer’s Common Stock.   At any time, additional shares of Common Stock may be acquired or some or all of the shares of the Issuer’s Common Stock beneficially owned by Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise.  Except as otherwise disclosed herein, the Reporting Persons currently have no agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

Interest in Securities of the Issuer

(a)-(b)
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement except to the extent of such person’s pecuniary interest in shares of Common Stock.

All such ownership percentages of the securities reported herein are based upon 9,791,977 shares of Common Stock outstanding as of June 15, 2004, as represented by the Issuer in its Form 10-Q filed with the Commission on June 15, 2004, plus the 1,841,715 shares of Common Stock issuable upon the exercise of the Warrant.

As of June 15, 2004, the OCM Fund beneficially owns of record a warrant to acquire 1,841,715 shares of Common Stock of Issuer, constituting 15.8% of the Common Stock.  Oaktree, as sole general partner of the OCM Fund, may be deemed to beneficially own the shares held by the OCM Fund because it has discretionary authority and control over all of the assets of the OCM Fund pursuant to the partnership agreement for the OCM Fund, including the power to vote and dispose of the Warrant.  Prior to the exercise of the Warrant, the OCM Fund is not entitled to any rights as a stockholder of the Issuer as to the shares of Common Stock covered by the Warrant.

(c)  Other than the transaction described in Item 3, none of the Reporting Persons, and to the best of their respective knowledge, none of their respective executive officers, directors or general partners has effected any transaction involving the Issuer’s Common Stock during the last 60 days from the date hereof.

(d)  Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.

(e)  Not Applicable

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Oaktree, as general partner of the OCM Fund, receives a management fee for managing the assets of the OCM Fund and has a carried interest in the OCM Fund.

Stock Purchase Warrant.  Pursuant to the Warrant, the OCM Fund has the right to purchase an aggregate of 1,841,715 shares of Common Stock at price per share of $0.02, subject to customary antidilution and other adjustments in the Warrant, including adjustments for the issuance of shares of Common Stock at below market value.  The Warrant is exercisable immediately and is exercisable until June 15, 2014.

Registration Rights Agreement. In connection with the issuance of the Warrant, the OCM Fund was also granted registration rights, including the right to cause the registration of the shares of Common Stock issued or issuable upon the exercise of the Warrant.

Except as described above and elsewhere in this Schedule 13D, as of the date hereof, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer beneficially owned by the OCM Fund.

A copy of such Warrant is filed as Exhibit 4.1 to the Issuer’s Form 10-Q filed with the Commission on June 15, 2004, and a copy of such Registration Rights Agreement is filed as Exhibit 4.2 to the Issuer’s Form 10-Q filed with the Commission on June 15, 2004.

Material to Be Filed as Exhibits

The following are filed herewith as Exhibits to this Schedule 13D: