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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of
the Securities Exchange Act of 1934
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PULASKI FURNITURE CORPORATION
(Name of Subject Company)
PULASKI FURNITURE CORPORATION
(Name of Person Filing Statement)
COMMON STOCK
(Title of Class of Securities)
745553107
(CUSIP Number of Class of Securities)
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Harry H. Warner
Chairman of the Board
Pulaski Furniture Corporation
P.O. Box 1371
1 Pulaski Square
Pulaski, Virginia 24301
(540) 980-7330
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
the person filing statement)
With a copy to:
C. Porter Vaughan, III, Esq.
Hunton & Williams
951 East Byrd Street
Riverfront Plaza, East Tower
Richmond, Virginia 23219-4074
(804) 788-8200
[X] Check the box if the filing relates solely to preliminary communications
made before the announcement of a tender offer.*
*This Schedule 14d-9 relates to the offer by Pine Holdings, Inc. and Pine
Acquisition Corp.
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PULASKI FURNITURE CORPORATION AGREES TO MANAGEMENT ACQUISITION
PULASKI, VIRGINIA - March 29, 2000 - Pulaski Furniture Corporation
(NASDAQ: PLFC), a leading manufacturer and importer of medium-priced residential
furniture, announced today that it has entered into an Agreement and Plan of
Merger under which an investment group formed by Pulaski's President and Chief
Executive Officer, John G. Wampler, and the Company's senior management team,
with support from an affiliate of Quad-C Management, Inc., a Virginia based
private equity fund, will acquire all of the outstanding common stock of the
Company for a cash price of $22.50 per share. The total consideration for the
transaction, including assumption of debt, is approximately $125 million. Under
the agreement, which has been unanimously approved by the Company's Board of
Directors, the group will commence a tender offer for the outstanding shares of
the Company's common stock within seven business days. The group's obligation to
purchase shares under the agreement will be subject to the group's receiving
more than two-thirds of the outstanding shares of the Company's common stock in
the tender offer, as well as other customary conditions. Upon consummation of
the tender offer, the group would acquire any remaining outstanding shares in a
merger at $22.50 per share in cash.
The Board of Directors of the Company concluded that the agreement
price, which represents a 34% premium over today's closing price, is in the best
interests of the Company shareholders. Harry H. Warner, Chairman of the Board,
said "In the Board's view, this transaction is an excellent way to bring
significant value to our shareholders."
Speaking for the acquiring group, Wampler said "a transaction led by
management, and supported by a financial partner with the capital to fund future
growth and expansion, is the best way to assure our employees and customers that
Pulaski Furniture Corporation will continue to be an industry leader poised for
the future and a solid corporate citizen in our communities."
The transaction is subject to typical regulatory approvals and is
expected to close in the second quarter of 2000. The management group's
financial advisor is Mann, Armistead & Epperson, Ltd. The Company's financial
advisor is BB&T Capital Markets, a division of Scott & Stringfellow.
This release contains certain forward-looking statements relating to
the consummation of future transactions. The consummation of these transactions
is subject to a number of significant conditions.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES OF THE COMPANY. AT THE TIME THE OFFER IS COMMENCED, THE
ACQUIRING ENTITY WILL FILE A TENDER OFFER STATEMENT AND THE COMPANY WILL FILE A
SOLICITATION/ RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT,
WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS OF THE COMPANY, AT NO EXPENSE TO
THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
