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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Shelby Williams Industries, Inc.
(Name of Subject Company)
SY Acquisition, Inc.
Falcon Products, Inc.
(Bidders)
Common Stock, $.05 par value
(Title of Class of Securities)
822135 10 9
(CUSIP Number of Class of Securities)
Franklin A. Jacobs
Falcon Products, Inc.
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
Telephone: (314) 991-9200
Facsimile: (314) 991-9295
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
Copy to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
101 S. Hanley
16th Floor
St. Louis, Missouri 63105
Telephone: (314) 862-1200
Facsimile: (314) 862-1219
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This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D (the "Schedules") relates to the offer by SY
Acquisition, Inc., a Delaware corporation ("Purchaser"), a wholly owned
subsidiary of Falcon Products, Inc., a Delaware corporation ("Parent"), to
purchase all of the outstanding shares of common stock, par value $.05 per share
(the "Common Stock"), of Shelby Williams Industries, Inc., a Delaware
corporation (the "Company"), at a purchase price of $16.50 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 12, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer"). Unless
otherwise defined herein, capitalized terms used herein shall have the same
meanings as ascribed to them in the Schedules.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedules is hereby amended to add the following:
"The Offer of Purchaser to purchase all outstanding shares of Common
Stock of the Company expired at 12:00 midnight, New York City time, on
Monday, June 14, 1999. The tendered shares of Common Stock were accepted
by Purchaser for payment, subject to the terms of the Offer. Parent issued
a press release on June 15, 1999, in which it disclosed that the Depositary
had informed it that an aggregate of 8,613,271 shares of the Common
Stock, representing approximately 98% of all of the outstanding shares
of Common Stock (including shares of Common Stock subject to guaranteed
delivery procedures), were tendered and not withdrawn prior to the
Expiration Date."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following:
"(a)(12) Text of Press Release issued by Parent on June 15, 1999."
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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: June 15, 1999
Falcon Products, Inc.
By: /s/ Franklin A. Jacobs
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Name: Franklin A. Jacobs
Title: Chairman and Chief Executive Officer
SY Acquisition, Inc.
By: /s/ Franklin A. Jacobs
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Name: Franklin A. Jacobs
Title: President and Chief Executive Officer
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EXHIBIT (a)(12)
At Falcon Products:
Michael J. Dreller
Vice President-Finance and Chief Financial Officer
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
(314) 991-9200
FOR IMMEDIATE RELEASE
TUESDAY, JUNE 15, 1999
FALCON PRODUCTS COMPLETES TENDER OFFER
FOR SHELBY WILLIAMS
ST. LOUIS, MISSOURI, June 15, 1999-Falcon Products, Inc. (NYSE: FCP) announced
today that SY Acquisition, Inc., Falcon's wholly owned acquisition subsidiary,
has completed its $16.50 per share cash tender offer for all of the outstanding
common stock of Shelby Williams Industries, Inc. (NYSE: SY). The tender offer
expired at 12:00 midnight, New York City time, on Monday, June 14, 1999.
Based on a preliminary count by IBJ Whitehall Bank & Trust Company,
approximately 8,613,271 shares of Shelby Williams common stock were validly
tendered and accepted for payment (including approximately 27,700 shares
tendered pursuant to guaranteed delivery procedures). The shares tendered
represent approximately 98% of the outstanding shares of Shelby Williams.
Following completion of the offer, there remained approximately 148,146 Shelby
Williams shares untendered.
Falcon also announced that Falcon, SY Acquisition, Inc., and Shelby Williams
will shortly effect a merger transaction, after which Shelby Williams will
become a wholly owned subsidiary of Falcon and all stockholders of Shelby
Williams who did not tender their shares will have the right to receive $16.50
per share in cash.
Falcon Products, Inc. and its subsidiaries design, manufacture and market
furniture products for the hospitality and lodging, food service, and office
furniture industries. Falcon, headquartered in St. Louis, Missouri, operates
nine production facilities throughout the world -- Belmont, Mississippi; City of
Industry, California; Lewisville, Arkansas; Newport, Tennessee; Juarez, Mexico;
Tijuana, Mexico; Mimon, Czech Republic; Shenzhen, China; and Middelfart, Denmark
- -- and has showrooms in Chicago, Illinois. Falcon has more than 2,200 employees
worldwide and had revenues of $143.4 million in fiscal year 1998.
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