UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9 )*
Flexsteel Industries, Inc. (Name of Issuer) Common Stock (Title of Class of
Securities) 339382103 (CUSIP Number) Check the following box if a fee is being
paid with this statement [ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7). *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 4 PAGES CUSIP No. 339382103 1) NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Pacific
Advisors, Inc. 04-3118452 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ] N/A (B) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts (5) SOLE VOTING POWER -0- NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY 44,200 OWNED BY EACH REPORTING (7) SOLE DISPOSITIVE POWER PERSON
WITH -0- (8) SHARED DISPOSITIVE POWER 213,700 9) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 213,700 10) CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES* N/A 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 3.5 12) TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES ITEM 1(a) NAME OF ISSUER. Flexsteel Industries, Inc. ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: P.O. Box 877, Dubuque, IA
52004-0877 ITEM 2(a) NAME OF PERSON FILING. First Pacific Advisors, Inc. ITEM
2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE. 11400 West
Olympic Boulevard, Suite 1200, Los Angeles, CA 90064 ITEM 2(c) CITIZENSHIP OR
PLACE OF ORGANIZATION. Massachusetts ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock ITEM 2(e) CUSIP NUMBER. 339382103 ITEM 3 REPORTING PERSON. See Item
12 on cover page ITEM 4 OWNERSHIP. See Items 5 - 11 on cover page ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. First Pacific Advisors, Inc. had
beneficial ownership of less than 5% of common stock of Flexsteel Industries,
Inc. as of December 31, 2001. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON. N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. N/A PAGE 3 OF 4 PAGES ITEM 8 IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP. N/A ITEM 9 NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10
CERTIFICATION. By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect. 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. February 11, 2002 Date /s/ J. Richard Atwood Signature J.
Richard Atwood, Principal and Chief Operating Officer Name/Title PAGE 4 OF 4
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