<PAGE>
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 Reported): December 31, 1998
EAGLE HARDWARE & GARDEN, INC.
(Exact Name Of Registrant As Specified In Its Charter)
WASHINGTON 0-19830 91-1465348
(State Of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
981 Powell Avenue
Renton, Washington 98055
(425) 227-5740
(Address And Telephone Number Of Registrant's Principal Executive Offices)
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ITEM 5. OTHER EVENTS.
On December 31, 1998, Lowe's Companies, Inc. ("Lowe's") and Eagle
Hardware & Garden, Inc. ("Eagle") announced that the anticipated completion
date for the merger of Eagle with Lowe's is expected to occur late in the first
quarter of 1999.
The proxy solicitation materials and prospectus that will be
incorporated into the registration statement covering shares of Lowe's common
stock to be issued to Eagle shareholders was filed by Eagle with the
Securities and Exchange Commission on December 11, 1998. As expected, Eagle
has been notified by the SEC staff that the proxy materials will be given
"full review," with staff comments expected in early to mid January 1999.
Because of the time period required between mailing of the proxy statement to
Eagle shareholders and the Eagle shareholders meeting (approximately 30 days),
the earliest the Eagle shareholders meeting can now be held is late February
1999.
Lowe's and Eagle also announced that the two companies are in the
process of providing, on a voluntary basis, certain additional information to
the Federal Trade Commission staff in connection with its antitrust review of
the proposed transaction. In order to provide the FTC staff additional time
to consider the information being supplied by the companies, Lowe's has
elected to withdraw and refile its Hart-Scott-Rodino filing. It is now
expected that the 30-day time period available for FTC action on the refiled
pre-merger notification report will expire in late January 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated December 31, 1998 updating merger timetable.
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.
EAGLE HARDWARE & GARDEN, INC.
Date: January 4, 1999
By: /S/ RICHARD T. TAKATA
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Richard T. Takata
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press release dated December 31, 1998 updating merger timetable.
</TABLE>
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[LETTERHEAD]
LOWE'S AND EAGLE UPDATE THEIR MERGER TIMETABLE
North Wilkesboro, NC and Renton, WA (December 31, 1998) -- Lowe's Companies,
Inc. (NYSE: LOW) and Eagle Hardware & Garden, Inc. (NASDAQ: EAGL) today
announced that the anticipated completion date for the merger of Eagle with
Lowe's is expected to occur late in the first quarter of 1999.
The proxy solicitation materials and prospectus that will be incorporated into
the registration statement covering shares of Lowe's common stock to be issued
to Eagle shareholders was filed by Eagle with the Securities and Exchange
Commission on December 11, 1998. As expected, Eagle has been notified by the
SEC staff that the proxy materials will be given "full review," with staff
comments expected in early to mid January 1999. Because of the time period
required between mailing of the proxy statement to Eagle shareholders and the
Eagle shareholders meeting (approximately 30 days), the earliest the Eagle
shareholders meeting can now be held is late February 1999.
Lowe's and Eagle also announced that the two companies are in the process of
providing, on a voluntary basis, certain additional information to the Federal
Trade Commission staff in connection with its antitrust review of the proposed
transaction. In order to provide the FTC staff additional time to consider the
information being supplied by the companies, Lowe's has elected to withdraw and
refile its Hart-Scott-Rodino filing. It is now expected that the 30-day time
period available for FTC action on the refiled pre-merger notification report
will expire in late January 1999.
Robert L. Tillman, Lowe's Chairman and CEO, and Richard T. Takata, Eagle's
President and CEO, confirmed their expectation that regulatory requirements
will be satisfied within the time schedules described in this news release, and
they look forward to completing the transaction in the first quarter of 1999.
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This news release contains, among other things, certain forward-looking
statements regarding the timetable for the merger. Such forward-looking
statements involve uncertainties, including the possibility of further delays
occasioned by review at the Securities and Exchange Commission and the Federal
Trade Commission, which may cause the actual timing of the merger to differ
from the timetable described in this news release.
Eagle Hardware & Garden operates 35 warehouse home improvement centers in ten
western states. The Company's home centers average 129,000 square feet of
retail selling space and feature over 70,000 products under its "More of
Everything"-Registered Trademark- merchandising philosophy.
Lowe's Companies, Inc. is one of the nation's leading home improvement
retailers, operating 473 stores in 26 states. Lowe's employs more than 65,000
people nationally and was selected this year by FORTUNE magazine as one of "The
100 Best Companies to Work for in America."
LOWE'S CONTACTS: EAGLE CONTACTS:
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Media Inquiries: Richard T. Takata
Brian Peace 336-658-4170 425-227-5740
Shareholders' and Security Analysts' Inquiries: Ron Maccarone
Robert Niblock 336-658-4860 425-227-5740
Carson Anderson 336-658-4385
