UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 1999
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Shelby Williams Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-09457 62-0974443
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
11-111 Merchandise Mart, Chicago, Illinois 60654
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 527-3593
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On May 5, 1999 Shelby Williams Industries, Inc. (the "Registrant") entered
into an Agreement and Plan of Merger by and among Falcon Products, Inc.
("Falcon"), SY Acquisition, Inc., a wholly-owned subsidiary of Falcon ("SY
Acquisition"), and the Registrant (the "Merger Agreement"), pursuant to which
(a) SY Acquisition commenced a cash tender offer (the "Offer") on May 12, 1999
for all outstanding shares of common stock of the Registrant (the "Shares") at
$16.50 per share; and (b) as soon as reasonably practicable after the
consummation of the Offer, SY Acquisition will merge with and into the
Registrant, with the Registrant being the surviving corporation of the merger
(the "Merger"). In the Merger, all shares held by any person (other than by SY
Acquisition, Registrant, Falcon Fanuc or their respective subsidiaries) shall be
converted into the amount of cash paid by SY Acquisition for a Share in the
Offer. Immediately after the Merger, the Registrant will become the wholly-owned
subsidiary of Falcon. If the Merger Agreement is terminated under certain
circumstances, the Registrant agreed to pay Falcon a termination fee of up to
$4.75 million. The Offer is subject to the satisfaction of certain conditions
contained in the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
10.1 Agreement and Plan of Merger among Falcon Products, Inc., SY
Acquisition, Inc. and Shelby Williams Industries, Inc., dated as
of May 5, 1999. (Incorporated herein by reference to Exhibit 1
to the Registrant's Solicitation/Recommendation Statement on
Form 14D-9 dated May 12, 1999.)
10.2 Press Release issued by the Registrant and Falcon dated May 6,
1999. (Incorporated herein by reference to Exhibit 6 to the
Registrant's Solicitation/Recommendation Statement on Form 14D-9
dated May 12, 1999.)
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SIGNATURE
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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.
Dated: May 12, 1999
SHELBY WILLIAMS INDUSTRIES, INC.
By: /s/ Paul N. Steinfeld
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Name: Paul N. Steinfeld
Title: Chairman and Chief Executive Officer
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INDEX
Exhibit
Number Description of Document
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10.1 Agreement and Plan of Merger among Falcon Products, Inc., SY
Acquisition, Inc. and Shelby Williams Industries, Inc., dated as of
May 5, 1999. (Incorporated herein by reference to Exhibit 1 to the
Registrant's Solicitation/Recommendation Statement on Form 14D-9
dated May 12, 1999.)
10.2 Press Release issued by the Registrant and Falcon dated May 6, 1999.
(Incorporated herein by reference to Exhibit 6 to the Registrant's
Solicitation/Recommendation Statement on Form 14D-9 dated
May 12, 1999.)
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