UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Hooker Furniture Corporation
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
439038100
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(CUSIP Number)
December 31, 2003
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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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 in 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 ("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).
Page 1 of 5
CUSIP No. 439038100 13G/A Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS./I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Entities Only).
Hooker Furniture Corporation Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(See Instructions)
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 2,102,508
REPORTING -------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,102,508
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8 SHARED DISPOSITIVE POWER
2,102,508
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,102,508
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(See Instructions)
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.0%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 439038100 13G/A Page 3 of 5 Pages
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ITEM 1.
(a) Name of Issuer:
Hooker Furniture Corporation
(b) Address of Issuer's Principal Executive Offices:
440 E. Commonwealth Blvd.
Martinsville, Virginia 24115
ITEM 2. (a) Name of Person Filing:
Hooker Furniture Corporation Employee Ownership Plan
(b) Address of Principal Business Office or, if None, Residence:
c/o GreatBanc Trust Company
1301 W. 22nd Street
Suite 800
Oak Brook, Illinois 60523
(c) Citizenship:
Virginia
(d) Title of Class of Securities:
Common Stock, no par value per share
(e) CUSIP Number:
439038100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b) OR 3D-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
CUSIP No. 439038100 13G/A Page 4 of 5 Pages
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(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1:
(a) Amount beneficially owned: 2,102,508
(b) Percent of class: 29.0% based on the Issuer's 7,237,650
outstanding shares of common stock at September 30, 2003 as
reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended August 31, 2003.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,102,508
(iii) Sole power to dispose or to direct the disposition
of: 2,102,508
(iv) Shared power to dispose or to direct the disposition
of: 2,102,508
The Trustee is considered the beneficial owner of the shares in the
above table as are unallocated (1,540,083 shares as of December 31, 2003).
In addition, the Trustee has voting power over remaining shares as to
which it receives no voting instructions and those shares which the Trustee
determines it must vote in order to fulfill its fiduciary duties at such time as
the Trustee determines to exercise any of such rights.
The Trustee has the power to dispose of the shares other than with
respect to payments required under a Company stock loan and except with respect
to tender or exchange offers.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Subject to the terms and conditions of the Trust and the related Hooker
Furniture Corporation Employee Ownership Plan (the "Plan"), participants in the
Plan are entitled to receive distributions of assets held by the Trust for their
accounts in the event of the death, disability, retirement, termination of
employment or, in certain instances, termination of the Plan.
CUSIP No. 439038100 13G/A Page 5 of 5 Pages
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In addition, participants who have completed 10 years of participation in the
Plan and have attained age 55 may receive distributions of up to 25% of the
value of the common stock allocated to their accounts.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
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. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Date: February 17, 2004
Hooker Furniture Corporation Employee Stock
Ownership Plan
By: GreatBanc Trust Company, Trustee
By: /s/ John Marino
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Name: John Marino
Title Vice President