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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Report): October 31, 1998
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Rowe Furniture Corporation
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(exact name of registrant as specified in its charter)
Nevada 1-10226 54-0458563
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Number)
239 Rowan Street, Salem, Virginia 24153
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(Address of principal executive offices Zip Code)
Registrant's telephone number, including area code: 540-389-8671
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None
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(Former name or former address, if changed since last report)
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ITEMS OF INFORMATION
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Item 2. Acquisition or Disposition of Assets
On October 31, 1998, Rowe Furniture Corporation (the "Company") completed
its acquisition of The Mitchell Gold Co., Inc. ("MGC") pursuant to the Stock
Purchase Agreement, dated September 25, 1998, among the Company, MGC, and the
two stockholders of MGC, Mitchell S. Gold and Robert T. Williams, Jr (the
"Agreement"). The acquisition was effected through the purchase by the Company
of all the issued and outstanding shares of the capital stock of MGC from Mr.
Gold and Mr. Williams in exchange for a purchase price consisting of (i) an
initial payment of $13 million, comprised of (1) $10 million in cash and (2) $3
million in convertible debentures, (ii) an interim earn-out amount, if earned,
of $5 million and (iii) a long-term earn-out amount, if earned, up to a maximum
of $19 million if the interim earn-out is not earned, and up to a maximum of $14
million if the interim earn-out is earned. The interim earn-out is based upon
the financial performance of MGC during the two year period ending April 30,
2000. The long term earn-out is based upon the financial performance of MGC over
a four year period ending November 30, 2002 and November 30, 2003, respectively.
The Agreement was included as an exhibit to the Company's Current Report on Form
8-K filed on October 7, 1998.
The Company funded the $10 million cash portion of the initial payment by
drawing upon an existing line of credit in the ordinary course of business
from its commercial bank facility.
MGC, a manufacturer of upholstered furniture, is now operated as a wholly
owned subsidiary of the Company.
Item 7. Financial Statements and Exhibits
(1) Financial Statements of businesses acquired.
The financial statements required by this item will be filed with an
amendment to this Form 8-K on or before January 14, 1999.
(2) Pro forma financial information.
The pro forma financial information required by this item will be filed
with an amendment to this Form 8-K on or before January 14, 1999.
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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.
ROWE FURNITURE CORPORATION
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Registrant
Date: 11-16-98 /s/Arthur H. Dunkin
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Arthur H. Dunkin
Secretary-Treasurer
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