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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
April 9, 1999
Date of Report (Date of earliest event reported)
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MEADOWCRAFT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
001-13635 63-0891252
(Commission File Number) (IRS Employer Identification No.)
4700 Pinson Valley Parkway 35215
(Address of principal executive offices) (Zip code)
(205)853-2220
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On April 9, 1999, the Registrant announced that its Board of Directors
had met and appointed a special committee comprised of three independent
directors to evaluate the buy-out proposal made on such date by Mr. Samuel R.
Blount, Meadowcraft's Chairman and 73% controlling stockholder. Under the
proposal, as set forth in a letter to the Company's Board of Directors, Mr.
Blount would acquire the 5,315,719 shares of common stock, par value $.01 per
share, of Meadowcraft not currently owned by Mr. Blount or members of his family
for $8.00 per share in cash, which represents a 32% premium over the closing
price on the New York Stock Exchange on April 8, 1999 and a 46% premium over the
average closing price over the 30 trading days through April 8, 1999. The
Registrant's Board of Directors noted that no assurance could be given as to
whether any transaction will occur or as to the time or terms of any
transaction. The Board also noted that Mr. Blount stated in his letter that he
has no interest in selling his stock in the Company.
FORWARD-LOOKING STATEMENTS
The statements contained in this filing that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations, hopes, beliefs, intentions or
strategies regarding the future. All forward-looking statements included in this
document are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statement. It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements. Factors that
could cause actual results to differ materially from those projected include,
among others, its customer concentration; seasonality; cyclicality; fluctuation
of price of raw materials; risk of business interruption; dependence on key
personnel; control by existing stockholders; government regulation; shares
eligible for future sale; dilution; and possible volatility of stock price.
Prospective purchasers of the Common Stock should consult the risk factors
listed from time to time in the Company's Reports on Form 10-Q, 8-K, 10-K, and
Annual Reports to Stockholders.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press Release dated April 9, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEADOWCRAFT, INC.
By: /s/ Steven C. Braswell
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Steven C. Braswell
Secretary
Dated: April 9, 1999
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EXHIBIT 99
MEADOWCRAFT, INC. ANNOUNCES FORMATION OF SPECIAL
COMMITTEE TO CONSIDER BUY-OUT PROPOSAL
FOR IMMEDIATE RELEASE
Birmingham, Alabama -- April 9, 1999 - Meadowcraft, Inc. (NYSE-MWI)
today announced that its Board of Directors had met and appointed a special
committee comprised of three independent directors to evaluate the buy-out
proposal made today by Mr. Samuel R. Blount, Meadowcraft's Chairman and 73%
controlling stockholder. Under the proposal, as set forth in a letter to the
Company's Board of Directors, Mr. Blount would acquire the 5,315,719 shares of
Meadowcraft common stock not currently owned by Mr. Blount or members of his
family for $8.00 per share in cash, which represents a 32% premium over the
closing price on the New York Stock Exchange on April 8, 1999 and a 46% premium
over the average closing price over the 30 trading days through April 8, 1999.
Meadowcraft's Board of Directors noted that no assurance could be given as to
whether any transaction will occur or as to the time or terms of any
transaction. The Board also noted that Mr. Blount stated in his letter that he
has no interest in selling his stock in the Company.
Meadowcraft is a leading domestic producer of casual outdoor furniture
and is the largest manufacturer of wrought iron furniture in the United States.
The Company designs, manufactures and distributes a variety of consumer
products, including outdoor and indoor furniture and accessories, outdoor
cushions and umbrellas and garden products.
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FORWARD-LOOKING STATEMENTS
The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including statements regarding the Company's expectations, hopes, beliefs,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to the Company on
the date hereof, and the Company assumes no obligation to update any such
forward-looking statement. It is important to note that the Company's actual
results could differ materially from those in such forward-looking statements.
Factors that could cause actual results to differ materially from those
projected include, among others, its customer concentration; seasonality;
cyclicality; fluctuation of price of raw materials; risk of business
interruption; dependence on key personnel; control by existing stockholders;
government regulation; shares eligible for future sale; dilution; and possible
volatility of stock price. Prospective purchasers of the Common Stock should
consult the risk factors listed from time to time in the Company's Reports on
Form 10-Q, 8-K, 10-K, and Annual Reports to Stockholders.
[Contact: Steven C. Braswell, Vice President - Finance, Telephone: 205-715-4280]
