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): November 22, 1998
EAGLE HARDWARE & GARDEN, INC.
(Exact Name Of Registrant As Specified In Its Charter)
WASHINGTON 0-19830 91-1465348
(State Of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
981 Powell Avenue
Renton, Washington 98055
(425) 227-5740
(Address And Telephone Number Of Registrant's Principal Executive Offices)
ITEM 5. OTHER EVENTS.
On November 22, 1998, Eagle Hardware & Garden, Inc., a Washington
corporation (the "Company"), Lowe's Companies, Inc., a North Carolina
corporation ("Lowe's"), and Mariner Merger Corporation, a Washington corporation
and wholly owned subsidiary of Lowe's ("Sub"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"), a copy of which is attached hereto as
Exhibit 2.1 and incorporated by reference herein. Pursuant to the terms of the
Merger Agreement, Sub will be merged (the "Merger") with and into the Company,
with the Company surviving the Merger and becoming a wholly owned subsidiary of
Lowe's. At the effective time of the Merger, each share of the Company's Common
Stock (excluding shares held by the Company or Lowe's, in each case other than
in a fiduciary capacity, and excluding shares held by shareholders who perfect
their statutory dissenters' rights under Washington state law) issued and
outstanding immediately prior to the effective time of the Merger shall cease to
be outstanding and shall be converted into and exchanged for the right to
receive that multiple (rounded to the nearest 1/10,000) of a share of Lowe's
Common Stock obtained by dividing $29.00 by the "Base Period Trading Price"
(defined to mean the average of the daily closing prices for the shares of
Lowe's Common Stock for the ten (10) consecutive trading days on which such
shares are actually traded on the New York Stock Exchange (as reported by THE
WALL STREET JOURNAL or, if not reported thereby, any other authoritative source
selected by Lowe's) ending at the close of trading on the fifth trading day
immediately preceding the closing date of the Merger); provided, that for
purposes of this calculation, the Base Period Trading Price shall be deemed to
equal (i) $45.31 in the event the Base Period Trading Price is greater than
$45.31 or (ii) $33.49 in the event the Base Period Trading Price is less than
$33.49. The Company shall not be obligated to consummate the Merger if the
"Lowe's Ratio" is less than 70%. The "Lowe's Ratio" shall mean the quotient
obtained by dividing the Base Period Trading Price by $39.40. It is the
intention of the Company and Lowe's that the Merger for federal income tax
purposes will be tax-free to the Company's shareholders and for accounting
purposes will qualify as a pooling of interests. In addition, the consummation
of the Merger is subject to certain other conditions contained in the Merger
Agreement, including approval of the Merger Agreement by the Company's
shareholders. Each of the Company's directors has entered into an agreement
(the "Shareholder Agreement") to vote his shares in favor of the Merger. A form
of the Shareholder Agreement is attached hereto as Exhibit 99.1(a) and
incorporated by reference herein.
On November 22, 1998, the Company and Lowe's issued a joint press release
announcing the execution of the Merger Agreement, which press release is
attached hereto as Exhibit 99.1(b) and incorporated by reference herein.
THE FOREGOING SUMMARIES OF THE MERGER AGREEMENT AND THE SHAREHOLDER
AGREEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE FULL AGREEMENTS
WHICH ARE ATTACHED HERETO AS EXHIBITS.
The information set forth above shall not be deemed to constitute an offer
to sell any security. Any such offer to sell will be made only by means of a
prospectus.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger among Lowe's Companies, Inc., Eagle
Hardware & Garden, Inc. and Mariner Merger Corporation, dated as
of November 22, 1998.
99.1(a) Form of Shareholder Agreement between Lowe's Companies, Inc. and
each director of Eagle Hardware & Garden, Inc., dated as of
November 22, 1998.
99.1(b) Press release dated November 22, 1998 announcing the execution of
the Merger Agreement.
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.
EAGLE HARDWARE & GARDEN, INC.
Date: November 25, 1998
By: /s/ RICHARD T. TAKATA
-------------------------------------
Richard T. Takata
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
2.1 Agreement and Plan of Merger among Lowe's
Companies, Inc., Eagle Hardware & Garden, Inc. and
Mariner Merger Corporation, dated as of November
22, 1998.
99.1(a) Form of Shareholder Agreement between Lowe's
Companies, Inc. and each director of Eagle
Hardware & Garden, Inc., dated as of November 22,
1998.
99.1(b) Press release dated November 22, 1998 announcing
the execution of the Merger Agreement.