UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
Culp, Inc.
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(Name of Issuer)
Common Stock, par value $0.05 per share
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(Title of Class of Securities)
230215 10 5
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(CUSIP Number)
July 2, 2007
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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)
[X] 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 (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).
SCHEDULE 13G
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CUSIP NO. 230215 10 5 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
R. Scott Asen
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
Not Applicable (b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
NUMBER OF SHARES 1,262,800*
BENEFICIALLY OWNED BY EACH -----------------------------------------------
REPORTING PERSON WITH
6 SHARED VOTING POWER
82,000**
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7 SOLE DISPOSITIVE POWER
1,262,800*
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8 SHARED DISPOSITIVE POWER
82,000**
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,800 shares
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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
10.7%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13G
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CUSIP NO. 230215 10 5 PAGE 3 OF 7 PAGES
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* Includes 36,800 shares held by a certain charitable Foundation of which the
Reporting Person is the sole trustee, as to which the Reporting Person disclaims
beneficial ownership except to the extent of his pecuniary interest (see Item
4).
** Consists of shares held by certain Managed Accounts, as to which the
Reporting Person disclaims beneficial ownership except to the extent of his
pecuniary interest (see Item 4).
This Amendment No. 2 amends the Statement on Schedule 13G filed by the
Reporting Person with the United States Securities and Exchange Commission on
December 18, 2006 and January 31, 2007.
SCHEDULE 13G
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CUSIP NO. 230215 10 5 PAGE 4 OF 7 PAGES
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ITEM 1(a). NAME OF ISSUER:
Culp, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1823 Eastchester Drive
High Point, NC 27265
ITEM 2(a). NAME OF PERSON FILING:
R. Scott Asen (the "Reporting Person")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE:
Asen and Co.
224 East 49th St.
New York, New York 10017
ITEM 2(c). CITIZENSHIP:
The Reporting Person is a citizen of the United States of America.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.05 per share
ITEM 2(e). CUSIP NUMBER:
230215 10 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(b) OR
240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
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:
SCHEDULE 13G
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CUSIP NO. 230215 10 5 PAGE 5 OF 7 PAGES
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The Reporting Person directly owns 1,226,000 shares. The Reporting
Person is the sole trustee of The Asen Foundation (the "Foundation"), a
not-for-profit foundation, that owns 36,800 shares. The Reporting Person is the
President of Asen and Co., which provides certain advisory services to accounts
(the "Managed Accounts") that own 82,000 shares. The Reporting Person may be
deemed to beneficially own the shares held by the Foundation and by the Managed
Accounts, but the Reporting Person disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest.
(b) Percent of class:
10.7%, consisting of: (1) 1,226,000 shares owned directly by the
Reporting Person, which represent approximately 9.8% of the issued and
outstanding shares of Common Stock of the Issuer, (2) 36,800 shares owned by the
Foundation, which represent approximately 0.3% of the issued and outstanding
shares of Common Stock of the issuer and (3) 82,000 shares owned by the Managed
Accounts, which represent approximately 0.6% of the issued and outstanding
shares of Common Stock of the issuer.
The foregoing percentages are calculated based on 12,554,541 shares of
Common Stock outstanding as of January 28, 2007, as reported in the issuer's
quarterly report on Form 10-Q filed with the Securities and Exchange Commission
on March 14, 2007.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
The Reporting Person has sole voting power over 1,226,000 shares
which he owns directly. The Reporting Person has sole voting power over 36,800
shares which are owned by the Foundation and as to which the Reporting Person
disclaims beneficial ownership except to the extent of his pecuniary interest.
(ii) Shared power to vote or direct the vote:
The Reporting Person has shared voting power over 82,000 shares
owned by the Managed Accounts. The Reporting Person disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest.
(iii) Sole power to dispose or to direct the disposition of:
The Reporting Person has sole dispositive power over 1,226,000 shares
which he owns directly. The Reporting Person has sole dispositive power over
36,800 shares which are owned by the Foundation and as to which the Reporting
Person disclaims beneficial ownership except to the extent of his pecuniary
interest.
SCHEDULE 13G
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CUSIP NO. 230215 10 5 PAGE 6 OF 7 PAGES
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(iv) Shared power to dispose or to direct the disposition of:
The Reporting Person has shared dispositive power over 82,000 shares
owned by the Managed Accounts. The Reporting Person disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest.
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.
See response to Item 4.
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.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
SCHEDULE 13G
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CUSIP NO. 230215 10 5 PAGE 7 OF 7 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: July 6, 2007
By:/s/ R. Scott Asen
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R. Scott Asen