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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
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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CALCULATION OF FILING FEE
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Transaction Valuation:* $148,322,097 Amount of Filing Fee: **$29,664
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* Estimated for purpose of calculating the filing fee only. The calculation
assumes the purchase of 8,989,218 shares of common stock, $.05 par value
(which represents 8,761,417 Shares outstanding and 227,801 Shares
reserved for issuance upon the exercise of options), at a price per Share
of $16.50 in cash. Such number of Shares represents all the Shares
outstanding as of March 10, 1999, and assumes the exercise of all
existing options.
** The amount of the filing fee equals 1/50th of one percent of the
Transaction Valuation.
[X] Check box if any part of the fee is offset has provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $29,664 Filing Party: SY Acquisition, Inc.
Falcon Products, Inc.
Form or
Registration No.: Schedule 14D-1 Date Filed: May 12, 1999
File No. 5-35594
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
and Statement on Schedule 13D 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 Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended to add the following two paragraphs:
"Parent and Purchaser have been advised by the Federal Trade
Commission that it has granted early termination of the waiting period
of the Notification and Report Form filed under the HSR Act with
respect to the Offer. Such early termination was effective May 25,
1999.
Although certain statements in this Schedule 14D-1 (including the
Exhibits hereto) are "forward-looking statements," Section 21E(b)(2)(C)
of the Securities Exchange Act of 1934 provides that the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 are
not applicable to forward-looking statements made in connection with a
tender offer."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following:
"(a)(10) Text of Press Release issued by Parent on June 1, 1999
regarding the termination of waiting period under the
HSR Act."
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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 2, 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: Chairman and Chief Executive Officer
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EXHIBIT (G)(10)
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 1, 1999
FALCON PRODUCTS ANNOUNCES EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD IN TENDER OFFER FOR
SHELBY WILLIAMS
ST. LOUIS, MISSOURI, June 1, 1999 - Falcon Products, Inc. (NYSE:FCP) announced
today that it has been advised of the early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the
previously announced $16.50 per share cash tender offer for all outstanding
shares of Shelby Williams Industries, Inc. (NYSE:SY) by SY Acquisition, Inc.,
Falcon Products' newly formed wholly owned acquisition subsidiary. Accordingly,
the condition to the tender offer relating to the expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 has been satisfied.
The offer continues to be subject to certain other conditions, including there
being validly tendered and not withdrawn before the expiration date a number of
shares which, together with the shares owned directly or indirectly by Falcon
Products, represents a majority of the total number of outstanding shares of
Shelby Williams on a fully diluted basis at the time the shares are accepted for
payment pursuant to the offer.
As previously announced on May 12, 1999, the tender offer is being made pursuant
to the terms of a merger agreement among Falcon Products, SY Acquisition, Inc.,
and Shelby Williams. The offer and withdrawal rights are scheduled to expire at
12:00 midnight, New York City time, on Wednesday, June 9, 1999, unless extended.
Donaldson, Lufkin & Jenrette Securities Corporation is acting as the Dealer
Manager and D.F. King & Co., is acting as the Information Agent for the tender
offer.
Falcon Products and its subsidiaries design, manufacture and market furniture
products for the hospitality and lodging, food service, and office furniture
industries. Falcon Products, 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; Shenzen, China; and Middlefart, Denmark
- - and has showrooms in Chicago, Illinois. Falcon Products has more than 2,200
employees worldwide and had revenues of $143.4 million in fiscal year 1998.
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