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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 reported): January 18, 2000
CONSO INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
South Carolina 0-22942 57-0986680
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
513 North Duncan Bypass, Union, South Carolina 29379
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 803/427-9004
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Not applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On January 18 and 26, 2000, the Registrant issued press releases,
copies of which are attached as Exhibits 99.1 and 99.2, respectively, and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Text of the Registrant's press release dated January 18, 2000.
99.2 Text of the Registrant's press release dated January 26, 2000.
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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 thereunto duly authorized.
CONSO INTERNATIONAL CORPORATION
By: /s/ J. Cary Findlay
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Name: J. Cary Findlay
Title: Chairman, Chief Executive
Officer and President
Dated: January 26, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
January 18, 2000 0-22942
CONSO INTERNATIONAL CORPORATION
EXHIBIT INDEX
Exhibit No Exhibit Description
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99.1 Press Release dated January 18, 2000.
99.2 Press Release dated January 26, 2000.
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EXHIBIT 99.1
CONSO SPECIAL MEETING OF SHAREHOLDERS
ADJOURNED TO FEBRUARY 24
UNION, SC, January 18, 2000/PRNewswire/ - Conso International
Corporation (Nasdaq -NM: CNSO) announced today that its special meeting of
shareholders to vote on its proposed acquisition by CIC Acquisition Co., which
was convened today, has been adjourned to February 24, 2000.
The meeting was adjourned to allow CIC Acquisition Co. additional time
to obtain the debt financing necessary to complete the acquisition. In
connection with the adjournment, Conso and CIC Acquisition Co. agreed to extend
the deadline for completing the acquisition from January 31 to February 29,
2000.
"As previously disclosed in the Proxy Statement for the meeting, our
Merger Agreement with CIC Acquisition Co. is subject to a financing
contingency," said J. Cary Findlay, Conso's Chairman and Chief Executive
Officer. "We have been advised that, under current market conditions and the
currently proposed debt structure, this contingency will not be met by the end
of January, and that CIC Acquisition Co. needs additional time to make
adjustments to its financing that will permit it to consummate the transaction
promptly in accordance with the agreed terms. In light of this development, we
thought it prudent to delay the shareholder vote on the transaction until we
have the opportunity to better determine when the financing contingency will be
met and whether any proposed adjustments in the financing structure would have
any effect on our shareholders."
"We are still hopeful that the transaction can be completed by the end
of February in accordance with the terms approved by our Board and presented to
our shareholders," said Findlay, "and accordingly our Board has agreed to extend
the closing deadline to the end of February."
As of the time the meeting was adjourned, proxies to be voted in favor
of the proposed merger had been received from the holders of approximately 87%
of the outstanding Conso shares, more than the 66 2/3 % required for approval.
Less than 1% were to be voted against approval. Under the Merger Agreement, each
share of Conso's common stock, other than a portion of the shares held by Mr.
Findlay, would be converted into the right to receive $9.00 per share in cash
upon the closing of the transaction. In accordance with South Carolina law, the
record date for the adjourned meeting will continue to be December 3, 1999 and
proxies previously submitted and not subsequently revoked will continue to be
effective and will be voted as directed.
The adjourned meeting will be held on February 24, 2000 beginning at
10:00 a.m. local time at the same place as the original meeting, the offices of
Kennedy Covington Lobdell & Hickman, L.L.P., Bank of America Corporate Center,
Suite 4200, 100 North Tryon Street, Charlotte, North Carolina.
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EXHIBIT 99.2
LENDERS EXTEND REVISED COMMITMENTS
TO FINANCE CONSO ACQUISITION
UNION, SC, January 26, 2000/PRNewswire/ - Conso International
Corporation (Nasdaq -NM: CNSO) announced today that it has been advised by CIC
Acquisition Co. that CIC Acquisition Co. has obtained extended and revised
financing commitments from its lenders for the financing of its acquisition of
Conso.
The financing commitments extend the funding deadline and provide for
adjustments in the debt structure of the surviving company. The adjustments do
not affect the terms of the proposed acquisition in the Merger Agreement between
Conso and CIC Acquisition Co. Under the Merger Agreement, each share of Conso's
common stock, other than a portion of the shares held by J. Cary Findlay,
Conso's Chairman and principal shareholder, would be converted into the right to
receive $9.00 per share in cash upon the closing of the transaction.
With the revised financing commitments in place, the acquisition is
expected to be completed by the end of February, subject to approval by Conso's
shareholders at their meeting to be reconvened on February 24, 2000. As
previously announced, Conso and CIC Acquisition Co. agreed to extend the closing
deadline under their Merger Agreement from January 31 to February 29, 2000, and
Conso's special meeting of shareholders to approve the transaction was adjourned
from January 18 to February 24, 2000. The revised financing commitments expire
on March 31, 2000. As of the time the meeting was adjourned, proxies to be voted
in favor of the proposed merger had been received from the holders of
approximately 87% of the outstanding Conso shares, more than the 66 2/3%
required for approval.
