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): December 14, 1998
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Shelby Williams Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9457 62-0974443
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
11-111 Merchandise Mart
Chicago, Illinois 60654
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 527-3593
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_____________N/A________________________________________
Former name or former address, if changed since last report
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 14, 1998, the Registrant sold certain of its assets
constituting its "Pacific Home Furnishings" division to PHF Hawaii,
Incorporated, a Hawaii corporation (the "Purchaser") for an aggregate
purchase price of $2,538,800 pursuant to the terms of an asset purchase
agreement (the "Agreement") dated as of December 2, 1998 by and between
Registrant and Purchaser. The Registrant's Pacific Home Furnishings division
is involved principally in the sale of floor coverings and textile products.
A copy of the Agreement is attached hereto as Exhibit 2.1 and is hereby
incorporated by reference.
In connection with the transaction, $1,500,000 of the purchase
price was paid in cash, and $1,038,800 of the purchase price was paid by the
delivery of a promissory note (the "Note"). The Note bears interest at 6%
per annum and is secured by a pledge of the assets of the Purchaser,
subordinate to the interests of Purchaser's lender. Payment of the Note was
personally guaranteed by Thomas Lee and Gary Orimoto, the principal
shareholders of the Purchaser. Prior to this transaction, such guarantors
were employed by the Registrant as managers of Registrant's Pacific Home
Furnishings division.
The purchase price paid was the result of arms-length bargaining
between the Registrant and Purchaser, and, other than as set forth above,
there was no material relationship between the Purchaser and the Registrant
or any of its affiliates, directors or officers, or any associate of such
director or officer.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
The approximate pro forma effects of the transaction as it would
have affected the Consolidated Balance Sheet at September 30, 1998, if the
transaction had been consummated on that date, were an increase in cash and
cash equivalents of $2,291,000 and a corresponding reduction in net assets of
discontinued operations, assuming receipt of the proceeds from the assets
sold with the business and liquidation and settlement of the other assets
and liabilities of the business sold. The approximate pro forma effects of
the transaction as it would have affected the Consolidated Statements of
Income for the year ended December 31, 1997, and for the nine months ended
September 30, 1998, if the transaction had been consummated on January 1,
1997, were increases of $103,000 and $79,000, respectively, in interest
income and income from continuing operations before income taxes, and $62,000
and $47,000, respectively, or one cent per share (basic and diluted) in each
period, in income from continuing operations.
(c) Exhibits
2.1 Asset Purchase Agreement dated December 2, 1998 by and
between the Registrant and PHF Hawaii, Incorporated.
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SIGNATURE
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.
Dated: December 21, 1998 SHELBY WILLIAMS INDUSTRIES, INC.
By: /s/ Sam Ferrell
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Name: Sam Ferrell
Title: Vice President of Finance,
Treasurer and
Assistant Secretary
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INDEX
Exhibit
Number Description of Document
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2.1 Asset Purchase Agreement dated December 2, 1998 by and between the
Registrant and PHF Hawaii, Incorporated.