SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 15, 1999
FALCON PRODUCTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11577 43-0730877
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9387 Dielman Industrial Drive, St. Louis, Missouri 63132
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(Address of Principal Executive Offices) (Zip Code)
(314) 991-9200
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(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 15, 1999, SY Acquisition, Inc., a wholly owned subsidiary of
the Registrant (the "Purchaser") completed its cash tender offer (the "Tender
Offer") for all of the outstanding shares of the common stock of Shelby Williams
Industries, Inc. ("Shelby Williams") pursuant to an Agreement and Plan of Merger
dated as of May 5, 1999 (the "Acquisition Agreement") providing for the Tender
Offer and the "Merger" (defined below) whereupon Shelby Williams became a wholly
owned subsidiary of Falcon. Shelby Williams is the leading designer,
manufacturer and distributor of seating products used in the hospitality
(including lodging, gaming, interval vacation and country club) and the food
service industries. Shelby Williams will continue its operations as a subsidiary
of the Registrant.
The Purchaser accepted for payment the 8,613,271 shares (including
27,700 shares subject to guaranteed delivery) tendered in the Tender Offer at
$16.50 per share for a total purchase price of $142,118,971.50. The purchase of
the shares resulted in the Purchaser acquiring approximately 98% of the
outstanding common stock of Shelby Williams. The completion of Purchaser's cash
Tender Offer was followed by the merger of Purchaser with and into Shelby
Williams on June 18, 1999 (the "Merger"), pursuant to which the remaining
148,146 shares of Shelby Williams common stock were converted into the right to
receive $16.50 in cash. The purchase price for the Shelby Williams shares was
determined pursuant to arms-length negotiations between the parties. The
Registrant's source of funds for its acquisition of Shelby Williams consisted of
(i) the net proceeds of a term loan of $70,000,000 provided by DLJ Capital
Funding, Inc., (ii) the net proceeds of the Registrant's ten year senior
subordinated notes in the aggregate principal amount of $100,000,000, which
notes were privately placed with certain institutional investors, and (iii) cash
on hand of Registrant. Other than in connection with the Tender Offer and the
Merger contemplated by the Acquisition Agreement, there was no material
relationship between Shelby Williams, on the one hand, and the Registrant or any
of its affiliates, or any director or officer of Registrant or any associate of
any such director of officer, on the other hand.
ITEM 7. FINANCIAL STATEMENTS
(a) Financial Statements of Business Acquired
Pursuant to Item 7(a)(4), the Registrant has not included the requisite
financial statements. Registrant anticipates that it will file such financial
statements on or before August 27, 1999.
(b) Pro Forma Financial Information
Pursuant to Item 7(b)(2), the Registrant has not included the requisite
pro forma financial information. The Registrant anticipates that it will file
such pro forma financial information on or before August 27, 1999.
(c) Exhibits
The following Exhibits are filed with this Report:
Exhibit No. Document
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2.1 Agreement and Plan of Merger dated as of May 5, 1999 among the
Registrant, SY Acquisition, Inc. ("Purchaser") and Shelby
Williams Industries, Inc. (the "Merger Agreement") filed as
Exhibit (c)(1) to the Schedule 14D-1/Schedule 13D filed May
12, 1999 by Purchaser and the Registrant (the "Schedule") and
incorporated herein by this reference.
2.2 Supplement to the Merger Agreement dated May 5, 1999 filed as
Exhibit (c)(2) of the Schedule, and incorporated herein by
reference.
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 28, 1999
FALCON PRODUCTS, INC.
By: /s/ Michael J. Dreller
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Michael J. Dreller,
Vice President - Finance
and Chief Financial Officer