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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
AMENDMENT NO. 1
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SHELBY WILLIAMS INDUSTRIES, INC.
(Name of Subject Company)
SHELBY WILLIAMS INDUSTRIES, INC.
(Name of Person Filing Statement)
COMMON STOCK, $0.05 PAR VALUE PER SHARE
(Title of Class of Securities)
822135 10 9
(CUSIP Number of Class of Securities)
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Paul N. Steinfeld
Chairman and Chief Executive Officer
Shelby Williams Industries, Inc.
150 Shelby Williams Drive
Morristown, Tennessee 37813
(423) 586-7000
(423) 586-2260 (Fax)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person Filing Statement)
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with a copy to
Walter Roth, Esq.
D'Ancona & Pflaum LLC
111 East Wacker Drive, Suite 2800
Chicago, Illinois 60601
(312) 602-2020
(312) 602-3000 (Fax)
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated May 12, 1999 filed by Shelby Williams
Industries, Inc., a Delaware corporation (the "Company") relating to the offer
by SY Acquisition, Inc., a Delaware corporation ("Purchaser"), a wholly owned
subsidiary of Falcon Products, Inc., a Delaware corporation ("Parent") to
purchase all of the outstanding shares of common stock, par value $.05 per share
(the "Common Stock") of the Company at a purchase price of $16.50 per share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in Purchaser's Offer to Purchase, dated May 12, 1999
(the "Offer to Purchase"), and in the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer").
Unless otherwise defined herein, capitalized terms used herein will have the
same meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information to be Furnished
Item 8 is hereby amended and restated to read as follows:
"The Company has been advised by the Federal Trade Commission that it has
granted early termination of the waiting period of the Notification and Report
Form filed under the HSR Act with respect to the Offer. Such early termination
was effective May 25, 1999.
Although certain statements in this Schedule 14D-1 (including the Exhibits
hereto) are "forward-looking statements," Section 21E(b)(2)(C) of the Securities
Exchange Act of 1934 provides that the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 are not applicable to forward-looking
statements made in connection with a tender offer."
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Shelby Williams Industries, Inc.
/s/ Walter Roth
By: _________________________________
Name: Walter Roth
Its: Secretary
Dated: June 3, 1999
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