1
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): October 5, 1999
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CONSO INTERNATIONAL CORPORATION
(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.)
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
On October 5, 1999, Conso International Corporation (the "Company")
entered into a Merger Agreement (the "Merger Agreement") with CIC Acquisition
Co. ("Parent") and CIC Acquisition Sub, Inc. ("Acquisition Sub"). Parent and
Acquisition Sub are corporations newly formed by an investor group that includes
J. Cary Findlay, the Company's Chairman and Chief Executive Officer, other
members of the Company's management, and Citicorp Venture Capital, Ltd. Pursuant
to the Merger Agreement and the related Plan of Merger, and subject to
shareholder approval and other closing conditions, Acquisition Sub will be
merged with and into the Company with the Company continuing as the surviving
corporation (the "Merger"). In the Merger, each outstanding share of the
Company's Common Stock (except for a portion of J. Cary Findlay's shares, which
would converted to equity in the surviving corporation), would be converted into
the right to receive $9.00 per share in cash.
The Company's Board of Directors has approved the Merger Agreement and
the transactions contemplated thereby, in accordance with the recommendation of
a Special Committee of outside directors. The proposed transaction is subject to
various conditions, including approval by the Company's shareholders, regulatory
approvals, receipt of funding under financing commitments, and other customary
closing conditions. The financing commitments obtained by the investor group are
also subject to customary closing conditions.
J. Cary Findlay has entered into a Support Agreement with Acquisition
Sub dated as of October 5, 1999 pursuant to which he has agreed, subject to
certain conditions, to vote all shares of the Company's Common Stock owned
directly by him, representing approximately 39.1% of the Company's Common Stock,
in favor of the Merger. The Company will, as soon as practicable, prepare and
distribute a proxy statement to its shareholders for the approval of the Merger
Agreement and the Merger at a special meeting of shareholders. The Company
currently anticipates that such special meeting will be held in December 1999 or
January 2000 and that the Merger, if approved by the Company's shareholders,
would be effected shortly after the meeting.
The foregoing summary of the Merger Agreement and the transactions
contemplated thereby is qualified in its entirety by reference to the Merger
Agreement which is filed herewith as Exhibit 2 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 2 Merger Agreement dated as of October 5, 1999 among CIC Acquisition
Co., CIC Acquisition Sub, Inc. and Conso International Corporation.
Exhibit 99 Press Release dated October 6, 1999.
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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
Name: J. Cary Findlay
Title: Chairman of the Board,
President and Chief Executive Officer
Dated: October 8, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
October 5, 1999 0-22942
CONSO INTERNATIONAL CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
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2 Merger Agreement dated as of October 5, 1999 among CIC
Acquisition Co., CIC Acquisition Sub, Inc. and Conso
International Corporation
99 Press Release dated October 6, 1999.