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
Date of Report (Date of earliest event reported): May 12, 1999
FALCON PRODUCTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11577 43-0730877
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9387 Dielman Industrial Drive, St. Louis, Missouri 63132
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(Address of Principal Executive Offices) (Zip Code)
(314) 991-9200
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(Registrant's telephone number, including area code)
Not applicable.
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On May 12, 1999, Falcon Products, Inc. (the "Company") announced that
SY Acquisition, Inc., a newly formed, wholly-owned subsidiary of the Company,
has commenced a cash tender offer for all of the outstanding common stock of
Shelby Williams Industries, Inc. ("Shelby Williams") at a price of $16.50 per
Shelby Williams share. The offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, on Wednesday, June 9, 1999, unless
extended.
The text of the Company's press release dated May 12, 1999, is included
as an exhibit to this Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
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99.1 Text of press release, dated May 12, 1999, issued by Falcon
Products, Inc.
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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 hereunto duly authorized.
Dated: May 13, 1999
FALCON PRODUCTS, INC.
By: /s/ Michael J. Dreller
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Michael J. Dreller,
Vice President - Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Text of press release, dated May 12, 1999, issued by
Falcon Products, Inc.
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
WEDNESDAY, MAY 12, 1999
FALCON PRODUCTS COMMENCES CASH TENDER OFFER
FOR SHELBY WILLIAMS AT $16.50 PER SHARE
ST. LOUIS, MISSOURI, May 12, 1999 - Falcon Products, Inc. (NYSE: FCP) (Falcon
Products) announced today that SY Acquisition, Inc., a newly formed wholly owned
subsidiary, has commenced a cash tender offer for all of the outstanding common
stock of Shelby Williams Industries, Inc. (NYSE: SY) (Shelby Williams) at a
price of $16.50 per Shelby Williams share. The offer and withdrawal rights are
scheduled to expire at 12:00 midnight, New York City time, on Wednesday, June 9,
1999, unless extended.
As previously announced on May 6, 1999, Falcon Products and Shelby Williams
signed a definitive merger agreement under which Falcon Products would acquire
Shelby Williams for $16.50 per share in cash. Shelby Williams' board of
directors has unanimously approved the tender offer and the merger and has
determined that the tender offer and merger are in the best interests of Shelby
Williams' stockholders. The Shelby Williams board has unanimously recommended
that Shelby Williams stockholders accept the Falcon Products offer and tender
their shares. Shelby Williams will mail its formal recommendation to
stockholders with Falcon Products' tender offer materials.
Following the purchase of shares in the tender offer, the merger agreement
provides that, subject to the conditions in the merger agreement, Falcon
Products will commence a second-step merger in which any remaining Shelby
Williams stockholders will also receive the same cash price paid in the tender
offer.
The tender offer is conditioned upon, among other things, 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,
represent 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, and the expiration or termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. The complete terms of the tender offer, including financing
arrangements, are set forth in the offering documents being filed today with the
Securities and Exchange Commission.
<PAGE>
Falcon Products
Add - 2 -
Any questions or request for assistance may be directed by holders of Shelby
Williams common stock to the Dealer Manager or the Information Agent at their
respective telephone numbers detailed below. The Dealer Manager for the offer is
Donaldson, Lufkin & Jenrette Securities Corporation (877-866-0927 or
312-345-7558) and the Information Agent for the offer is D.F. King & Co., Inc.
(800-735-3591 or 212-269-5550).
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; Shenzhen, China; and Middelfart, 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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