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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): July 31, 1999
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The Rowe Companies
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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)
1650 Tysons Blvd., Suite 710 McLean, Virginia 22102
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(Address of principal executive offices Zip Code)
Registrant's telephone number, including area code: 703-847-8670
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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 July 31, 1999, The Rowe Companies (the "Company") completed its
acquisition of Storehouse, Inc. ("Storehouse") pursuant to the Stock Purchase
Agreement, dated August 25, 1998, among the Company and the shareholders of
Storehouse (the "Agreement"). The acquisition was effected through the
purchase by the Company of all the issued and outstanding shares of the capital
stock of Storehouse from the shareholders in exchange for a purchase price
consisting of approximately $12 million. In addition, on August 2, 1999, the
Company refinanced $13 million in Storehouse long-term debt. The Agreement was
included as an exhibit to the Company's Current Report on Form 8-K filed on
August 26, 1998. Attached hereto, as Exhibit 99, and incorporated herein by
reference are two press releases announcing the final agreement for this
acquisition and announcing the completion of the acquisition.
The Company funded the transaction through the utilization of a $25 million
revolving credit facility from NationsBank.
Storehouse, a retail furniture store chain, 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 October 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 October 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.
THE ROWE COMPANIES
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Registrant
Date: 08-13-99 /s/Arthur H. Dunkin
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Arthur H. Dunkin
Secretary-Treasurer
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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99 Press releases dated June 16, 1999 and August 2, 1999
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Exhibit 99
FOR IMMEDIATE RELEASE
THE ROWE COMPANIES TO ACQUIRE
STOREHOUSE, INC., RETAIL FURNITURE CHAIN
McLEAN, VA, June 16, 1999 The Rowe Companies (NYSE:ROW) reported today that it
has reached final agreement for the previously announced proposed acquisition of
Storehouse, Inc., of Atlanta, GA, which operates a chain of 43 retail furniture
stores in the Northeast, Southeast and Southwest.
The purchase price to be paid in cash at closing approximates $12
million. In addition, Rowe will retire $13 million in Storehouse long-term debt.
To fund the transaction, Rowe will utilize a $25 million revolving credit
facility from NationsBank. The acquisition is expected to close on or about
July 31, 1999.
"Significant vertical integration has been achieved with Storehouse
over the past year. It is now an important and growing customer for Rowe
manufactured products," said Gerald M. Birnbach, The Rowe Companies' President
and CEO. "In addition, we expect Storehouse to provide excellent growth
opportunities. Storehouse's philosophy and practices emphasizes today's casual
lifestyle and targets an upscale, well-educated consumer, and it is very much in
line with Rowe's approach to what we believe is today's most dynamic segment of
the fast-changing furniture industry."
Mr. Birnbach said that the Company's existing management, including W.
Clyde Mynatt, would remain with the Company. Mr. Mynatt will continue as
President of Storehouse, which will operate as a wholly-owned subsidiary of The
Rowe Companies.
Founded 30 years ago, Storehouse stores average approximately 9,500 square
feet, almost double their size six years ago. The chain's projected annual
sales (regular and consignment) are expected to approximate $90 million in its
current fiscal year ending January, 2000.
"We are very excited about joining The Rowe Companies," said Mr. Mynatt.
"Our experience this past year working with the Rowe organization has been very
productive and beneficial to both our businesses."
The Rowe Companies is comprised of Rowe Furniture, Inc., a major
manufacturer of quality upholstered furniture; The Mitchell Gold Co., a fast-
growing, upholstering furniture manufacturer serving some of the nation's
leading specialty retailers; The Wexford Collection, a manufacturer of casual
wood furniture; and Home Elements, a specialty retail furniture chain.
--more--
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The Rowe Companies - 2
Statements in this press release concerning Rowe's business outlook or
future economic performance, anticipated profitability, revenues, expenses or
other financial items; together with other statements that are not historical
facts, are "forward-looking statements" as that term is defined under Federal
Securities Laws. "Forward-looking statements" are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, the acquisition not being completed,
cost savings and revenues after the acquisition may be lower than expected,
industry cyclicality, fluctuations in customer demand and order patterns, the
seasonal nature of the business, changes in pricing, and general economic
conditions, as well as other risks detailed in Rowe's filings with the
Securities and Exchange Commission.
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Contact: Arthur H. Dunkin
Secretary-Treasurer
(703) 847-8670
[email protected]
Steven S. Anreder
Anreder Hirschhorn Silver and Company
(212) 532-3232
[email protected]
FOR IMMEDIATE RELEASE
THE ROWE COMPANIES COMPLETES ACQUISITION
OF STOREHOUSE, INC.
McLEAN, VA, August 2, 1999 The Rowe Companies (NYSE:ROW) said today that it had
completed its previously announced acquisition of Storehouse, Inc., of Atlanta,
GA, a chain of 43 retail furniture stores and three distribution centers in the
Northeast, Southeast and Southwest.
In addition to Storehouse, The Rowe Companies is comprised of Rowe
Furniture, a major manufacturer of quality upholstered furniture; The Mitchell
Gold Co., a fast-growing, upholstery furniture manufacturer serving some of the
nation's leading specialty
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retailers; The Wexford Collection, a manufacturer of casual wood furniture; and
Home Elements, a chain of specialty retail furniture stores.
Contact:
Arthur H. Dunkin Steven S. Anreder
Secretary-Treasurer Anreder Hirschhorn Silver and Company
(703) 847-8670 (212) 532-3232
[email protected] [email protected]
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