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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 2, 1999
LOWE'S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
North Carolina 1-7898 56-0578072
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
Highway 268 East
North Wilkesboro, North Carolina 28659
(Address of principal executive offices)
(336) 658-4000
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Effective April 2, 1999, Mariner Merger Corporation ("Mariner"), a
Washington corporation that is a wholly-owned subsidiary of Lowe's Companies,
Inc., a North Carolina corporation ("Lowe's"), merged (the "Merger") with and
into Eagle Hardware & Garden, Inc., a Washington corporation ("Eagle"), such
that Eagle became a subsidiary of Lowe's. The Merger was consummated pursuant
to an Agreement and Plan of Merger dated as of November 22, 1998, among Eagle,
Mariner and Lowe's (the "Agreement").
Pursuant to the Agreement, upon consummation of the Merger on April 2,
1999 (the "Effective Time"), each share of Eagle Common Stock, no par value
per share (the "Eagle Common Stock") which was issued and outstanding at the
Effective Time (other than shares held directly by Lowe's, which were canceled
without payment therefore, and dissenters' shares), was converted into the
right to receive 0.6400 shares (the "Exchange Ratio") of Lowe's common stock
("Lowe's Common Stock"), with cash being paid in lieu of fractional shares. A
copy of the press release announcing the closing of the Merger is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
Lowe's Registration Statement on Form S-4 (Registration No. 333-72585),
which was declared effective by the Securities and Exchange Commission on
March 5, 1999, sets forth detailed information about the Merger and about
Lowe's and Eagle.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Text of press release, dated April 2, 1999, with
respect to the closing of the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Lowe's has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LOWE'S COMPANIES, INC.
April 5, 1999 /s/ Kenneth W. Black, Jr.______________
Kenneth W. Black, Jr.
Vice-President and Corporate Controller
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Exhibit 99.1
Contacts: Shareholders'/Analysts' Inquiries: Media Inquiries:
Marshall Croom 336-658-4022 Brian Peace
Carson Anderson 336-658-4385 336-658-4170
LOWE'S COMPANIES, INC. COMPLETES MERGER
WITH EAGLE HARDWARE & GARDEN, INC.
North Wilkesboro, N.C., April 2, 1999 -- Lowe's Companies, Inc. (NYSE:
LOW), the nation's second largest home improvement retailer, announced
today the completion of its merger with Eagle Hardware & Garden, Inc.
As a result of the merger, Lowe's now operates 525 stores in 37 states.
"Our partnership with Eagle combines two companies that place
unrivalled emphasis on customer service, quality product offerings,
employee development and overall company growth," commented Robert L.
Tillman, Lowe's chairman and CEO. "We are excited about the completion
of the merger and welcome the Eagle employees to our expanding base of
over 70,000 employees."
The merger was first announced on November 22, 1998 when Lowe's and
Eagle entered into a definitive agreement under which Lowe's would
acquire Eagle in a stock-for-stock merger transaction. The acquisition
is being effected through the exchange of approximately 21.8 million
shares of Lowe's common stock for all of the outstanding shares of
Eagle common stock (or 0.64 shares of Lowe's stock for each share of
Eagle stock).
"The industry continues to see ongoing consolidation," emphasized David
J. Heerensperger, Eagle's chairman. "The merger of Lowe's and Eagle
forms a powerful national chain of home improvement stores focused on
providing our customers a broad selection of merchandise and
exceptional customer service."
Richard T. Takata, president and CEO of Eagle said, "On behalf of over
7,000 Eagle employees, we view this merger as an opportunity to unite
with the second largest player in the industry whose expansion plans
and prior accomplishments suggest good fortune for the combined
company. In my new role, I look forward to working closely with Bob
Tillman as we continue to build upon the successes of both Lowe's and
Eagle."
Merger related charges associated with the acquisition, including fees
and expenses, are currently expected to be in the range of $20 - $25
million and will be recorded in the company's first quarter. On a
diluted earnings per share basis, this one-time charge will reduce
first quarter earnings per share by approximately $0.04 to $0.05.
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This news release contains, among other things, certain forward-looking
statements regarding the combined company following the merger,
including statements relating to accretion to reported earnings that
may be realized from the merger, and enhanced store expansion plans in
the Western region. Such forward-looking statements involve certain
risks and uncertainties, including a variety of factors that may cause
the combined company's actual results to differ materially from the
anticipated results or other expectations expressed in such forward-
looking statements. Factors that might cause such a difference
include, but are not limited to: (1) expected cost savings from the
merger may not be fully realized; (2) real estate for the combined
company's store expansion plans in the Western region may not be
available as anticipated, and development of new stores may encounter
regulatory obstacles; (3) earnings following the merger may be lower
than expected; (4) competitive pressure among home improvement
warehouse chains may increase more than anticipated; (5) costs or
difficulties related to the integration of the business of Eagle into
Lowe's may be greater than expected; and (6) general economic or
business conditions, either nationally or in the Western states where
Eagle does business, may be less favorable than expected, resulting in,
among other things, reduced demand for the combined company's products
and services.
Lowe's Companies, Inc. serves over four million do-it-yourself retail
and commercial business customers weekly through 525 stores in 37
states. Headquartered in North Wilkesboro, N.C., the 53-year old
company employs over 75,000 people. More information on the company is
available on Lowe's web site at www.lowes.com.
