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: June 10, 1999
FALCON PRODUCTS, INC.
---------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11577 43-0730877
--------------------- ------------ ---------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9387 Dielman Industrial Drive, St. Louis, Missouri 63132
- --------------------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
(314) 991-9200
-----------------------------
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On Monday, June 7, 1999, the Company was advised of the death of Sam
Ferrell, the Chief Financial Officer of Shelby Williams Industries, Inc.
("Shelby Williams"). Because of circumstances suggesting that Mr. Ferrell's
death could have been self-inflicted, the Company undertook a supplemental due
diligence review of Shelby William's financial books and records, which review
was comprised primarily of interviews with employees of Shelby Williams
responsible for accounting matters and a review of certain internal accounting
controls and procedures. Based on its review, the Company did not become aware
of any irregularities in the financial books and records of Shelby Williams.
Pursuant to an Agreement and Plan of Merger dated May 5, 1999, the
Company agreed to acquire all of the shares of Shelby Williams, for cash at a
purchase price of $16.50 per share, pursuant to a cash tender offer by the
Company's recently-formed wholly owned subsidiary, followed by a merger of the
acquisition subsidiary into Shelby Williams to acquire any shares not tendered
at the expiration of the tender offer. The tender offer was commenced on May 12,
1999 and is currently scheduled to expire at 12:00 midnight, New York City time
on June 14, 1999, subject to the terms of the tender offer.
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 hereunto duly authorized.
Dated: June 10, 1999
FALCON PRODUCTS, INC.
By: /s/ Michael J. Dreller
--------------------------------------
Michael J. Dreller,
Vice President - Finance
and Chief Financial Officer