UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended March 26, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-25246
WINSLOEW FURNITURE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 63-1127982
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 VILLAGE STREET BIRMINGHAM,ALABAMA 35242
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including Area Code) (205) 408-7600
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes _X_. No___.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date.
Class Shares Outstanding at April 20, 1999
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$ .01 par value 7,181,908
1
The Registrant hereby amends Part II, Item 1 of its Form 10-Q for the quarterly
period ended March 26, 1999 to state as follows:
The Registrant is, from time to time, involved in routine litigation. No
such routine litigation in which the Registrant is presently involved is
material to its financial position, results of operations, or liquidity.
The Registrant and the members of its board of directors have been named as
defendants in a lawsuit filed on March 25, 1999 in the Circuit Court of
Jefferson County, Alabama, styled Craig Smith v. WinsLoew Furniture, Inc. et
al. The plaintiff has not yet effected service of process on certain of the
Registrant's directors in this action. The lawsuit purports to be a class
action and was filed in connection with the transaction contemplated by the
Agreement and Plan of Merger, dated as of March 5, 1999, between the Registrant
and Trivest Furniture Corporation (an affiliate of Earl W. Powell, the
Chairman of the Registrant's board of directors), which agreement provides for
the acquisition of the Registrant by Trivest Furniture Corporation for a price
of $30 per share, net to the Registrant's shareholders. in cash (the "Merger").
As disclosed by the Registrant in a press release dated March 31, the
Registrant and Trivest Furniture Corporation entered into an Amended and
Restated Agreement and Plan of Merger, dated as of March 30, 1999, providing
(among other things) for an increase in the purchase price payable to the
Registrant's shareholders from $30 per share to $33.00 per share, net to the
Registrant's shareholders in cash. The complaint filed in the foregoing
lawsuit has not been amended to reflect this fact.
The principal substantive allegations set forth in the complaint are (i) that
the individual defendants breached fiduciary duties of care and loyalty owed
by them as directors to the shareholder plaintiffs, (ii) that Mr. Powell and
the Registrant's "management group" have breached fiduciary duties owed by
them as controlling shareholders to the Registrant's other shareholders,
(iii) that the Registrant's announcement of the initial $30 per share bid by
Trivest Furniture Corporation fails to disclose improving growth prospects for
the Registrant, (iv) that by virtue of the equity holdings of the Registrant's
"management group" and their "overwhelming control" of the Registrant's board
of directors, third parties are practically precluded from making competing
bids for the Registrant and (v) that the initial per share merger consideration
of $30 per share is unconscionable, unfair and grossly inadequate and the
terms of the Merger constitute an unfair and illegal business practice upon
the Registrant's minority shareholders.
The relief sought by the plaintiff is (i) that the court declare the lawsuit
to be a class action and certify the plaintiff as class representative and
his counsel as class counsel, (ii) that the Merger be enjoined or, if not
enjoined, that the plaintiffs be granted rescission and rescissionary
damages, (iii) that the plaintiff and the alleged class be awarded damages,
(iv) that the plaintiff be awarded costs and disbursements of bringing the
lawsuit, together with fees and expenses of the plaintiff's counsel and experts
and (v) that the plaintiff and the alleged class be granted such other relief
as the court shall deem just and proper.
The Registrant has forwarded a claim with respect to this matter to its
directors and officers insurance carrier and, with the approval of such
carrier, has retained legal counsel to represent the Registrant and the
members of its board of directors. The Registrant believes that the claims
set forth in the lawsuit are without merit and it intends to vigorously
defend this lawsuit.
2
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.
WINSLOEW FURNITURE, INC.
/s/ Bobby Tesney
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May 5, 1999 BOBBY TESNEY
President and Chief Executive Officer
/s/ Vincent A. Tortorici, Jr.
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May 5, 1999 VINCENT A. TORTORICI, Jr.
Chief Financial Officer