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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 11, 1998
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RIVER OAKS FURNITURE, INC.
(Exact Name of Registrant as Specified in Its Charter)
MISSISSIPPI 0-22188 64-0749510
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3350 MCCULLOUGH BLVD.
BELDEN, MISSISSIPPI 38826
(Address of Principal Executive Offices) (Zip Code)
601-891-4550
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name)
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
On February 11, 1998, the Registrant executed a preliminary,
non-binding letter of intent with an investment group (the "Investment Group")
regarding a proposed transaction that would result in the acquisition by the
Investment Group of an ownership interest in the Registrant of not less than
70%, on a fully-diluted basis. The consummation of such transaction is subject
to various conditions including, without limitation, the completion of the
Investment Group's due diligence review of the Registrant to the satisfaction of
the Investment Group, the negotiation of definitive agreements, the receipt by
the Board of Directors of the Registrant of a fairness opinion regarding the
transaction, the approval of the transaction by an independent committee of the
Board of Directors of the Registrant and the restructuring of the Registrant's
outstanding debt. No assurance can be given that the Registrant will consummate
this proposed transaction.
The Registrant issued a press release regarding this transaction on
February 18, 1998, a copy of which is attached as Exhibit 99.1 to this Form 8-K.
ITEM 5. OTHER EVENTS.
The Registrant has accepted the resignation of Johnny C. Walker, the
Chief Financial Officer and Chief Operating Officer of the Registrant. The
Registrant issued a press release regarding this matter on February 18, 1998, a
copy of which is attached as Exhibit 99.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No.
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99.1 Press release, dated February 18, 1998, issued by the Registrant.
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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.
RIVER OAKS FURNITURE, INC.
By: /s/ Stephen L. Simons
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Stephen L. Simons
Chairman and Chief
Executive Officer
Date: February 26, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Stephen L. Simons
Chairman and
Chief Executive Officer
(601) 891-4550
RIVER OAKS SIGNS LETTER OF INTENT RELATED TO SUBSTANTIAL
INVESTMENT IN THE COMPANY
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ANNOUNCES RESIGNATION OF JOHNNY WALKER, THE COMPANY'S
CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
Belden, Mississippi (February 18, 1998) - River Oaks Furniture, Inc. (stock
symbol: OAKSE) today announced that it has entered a non-binding letter of
intent with an investment group related to a substantial investment in the
Company. No assurance can be given that a final agreement will be reached.
The Company also announced that it has accepted the resignation of
Johnny C. Walker, Chief Operating Officer and Chief Financial Officer, effective
immediately. Mr. Simons said, "We greatly appreciate Johnny's years of service
to River Oaks. We wish him well in his new endeavors." River Oaks has begun a
search for a new Chief Financial Officer.
River Oaks designs and manufactures varying styles of upholstered and
leather stationary furniture in five plants in the mid South and one in
California. Consisting of sofas, loveseats and matching chairs, the products are
targeted to different moderate retail price points, with sofas selling from $299
to $1,899. The Company sells its products through a broad distribution network
under the brand names River Oaks(R), River Crest(TM) and Gaines(TM).
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