SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1998
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-9457
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SHELBY WILLIAMS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-0974443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11-111 Merchandise Mart 60654
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(312) 527-3593
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------------------------------ ------------------------------------
Common Stock, $.05 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes_X_ No__
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _X_
At March 1, 1999, there were 8,761,417 shares of the registrant's common
stock outstanding. As of said date the aggregate market value of the voting
stock held by non-affiliates of the registrant (computed by reference to the
closing sale price on such date) was approximately $77,081,150.
Documents incorporated by reference:
PART OF FORM 10-K INTO WHICH
DOCUMENT DOCUMENT IS INCORPORATED
- -------------------------------------------------- ----------------------------
Registrant's annual report to stockholders for
1998............................................. Part II, Items 5-8
Registrant's definitive proxy statement to be
filed for 1999 annual meeting.................... Part III, Items 10-13
PART I
ITEM 1. BUSINESS
The registrant, Shelby Williams Industries, Inc. ("Shelby Williams" or the
"Company"), a Delaware corporation incorporated in February, 1976, is the
successor to a business formed in Chicago, Illinois in 1954. Its principal
executive offices are located at 11-111 Merchandise Mart, Chicago, Illinois
60654, telephone (312) 527-3593. The Company has additional executive,
operational and administrative offices at 150 Shelby Williams Drive, Morristown,
Tennessee 37813, telephone (423) 586-7000.
In the third quarter of 1996, the Company sold the business and related
manufacturing facility of its "Preview" line of contemporary upholstered seating
products at its approximate carrying value. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note to
Consolidated Financial Statements captioned "Restructuring Charge."
On July 14, 1998, the Company's Board of Directors approved management's
plan to discontinue the Company's distribution operation of textile and floor
covering products manufactured by outside suppliers. The plan was completed in
December, 1998. During the second quarter 1998, the Company recorded a loss on
the disposition of these operations of approximately $9.7 million, or $7.1
million after taxes. The losses recorded on the disposition of these operations
were not materially different from those incurred on the actual amounts realized
in the sale and liquidation process. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and Note to Consolidated
Financial Statements captioned "Discontinued Operations."
INDUSTRY
The contract furniture industry in which Shelby Williams primarily operates
serves the hospitality (including lodging, gaming, interval vacation and country
club), food service, university, healthcare and other institutional markets.
Approximately 82% of the Company's 1998 net sales were to the hospitality and
food service markets.
Shelby Williams estimates, based upon its experience and knowledge of its
markets, that demand for seating products in the hospitality and food service
industries is primarily for the refurbishment of existing facilities rather than
seating in new facilities. Shelby Williams estimates that food service seating
(including seating for food service facilities in hotels) is replaced
approximately every eight to 12 years and seating for hotel guest rooms every
ten to 15 years. The hospitality, food service, and leisure industries continued
to expand in 1998 providing opportunities for additional contract seating sales.
Despite ongoing economic difficulties in the export markets served by the
Company, the Company's position as market leader abroad leaves management
confident that it will garner a significant share of export business as the
international situation normalizes, although there can be no assurance in this
regard.
The markets for the seating products in which Shelby Williams competes are
served by a small number of relatively large, privately-held companies and
divisions of publicly-held companies and a large number of relatively small,
privately-held regional manufacturers. Shelby Williams believes that its size
provides it with certain advantages relative to its competitors.
GENERAL
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 food service industries. The Company produces and
markets under the SHELBY WILLIAMS brand name an extensive line of seating
products including wood, metal and rattan chairs, barstools, sofas and sleep
sofas and stacking chairs, as well as banquet-related products under the KING
ARTHUR brand name including folding tables, food service carts and portable
dance floors. In addition, Shelby Williams designs and manufactures seating
products under the THONET brand name for the university, healthcare and other
institutional markets. The Company also manufactures vinyl wallcovering products
for residential, hotel and office use. The Company markets these products under
the brand name SELLERS & JOSEPHSON. Shelby Williams manufactures approximately
350
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standard furniture products for the hospitality and food service industries, and
approximately 200 standard products for the university, healthcare and other
institutional markets. The majority of these products are supplied under special
order and finished and upholstered to customer specifications.
Shelby Williams estimates that, of its 1998 net sales of $165.9 million,
approximately 82% were to the hospitality and food service industries and
approximately 14% were to university, healthcare and other institutional
markets. Representative users of the Company's products are listed under the
heading "Customers and End Users." The Company's ten largest customers accounted
for approximately 19% of 1998 net sales, and no single customer accounted for
more than 5% of 1998 net sales.
The Company's sales and marketing staff consists of approximately 103
full-time employees, of which 68 are field sales personnel. The Company's
products are marketed to hospitality and food service chains or their buying
agencies and to other customers through interior designers, architects, contract
furniture, food service and office furniture dealers. Shelby Williams markets
its products through 13 showrooms and sales offices in the United States and
approximately 40 distributors internationally. In addition, Shelby Williams
publishes four extensive catalog systems displaying the Company's products.
Customers may order standard products directly from these catalogs or request
changes to meet their design specifications.
Shelby Williams believes that the following factors distinguish it from its
competitors and have contributed to its leading position:
BREADTH OF PRODUCTS. Management believes that Shelby Williams offers the
widest range of seating products in the contract furniture industry for the
hospitality and food service markets. Shelby Williams believes that its ability
to provide a customer with all of its seating requirements (i.e., banquet, guest
room, casino, restaurant and public spaces) from a single source provides it
with a competitive advantage. In addition, Shelby Williams believes that it is
uniquely positioned to take advantage of the trend among large national
hospitality and food service companies to consolidate supplier relationships.
CUSTOMER SERVICE. Management believes that Shelby Williams offers a
superior level of customer service resulting in a high level of customer
satisfaction and enhanced opportunities for repeat business. As part of its
customer service program, Shelby Williams employs a dedicated sales force of 68
field sales personnel knowledgeable about Shelby Williams' products and attuned
to customers' requirements. Shelby Williams believes that its sales force and
the high quality of ongoing service and support it provides have enabled it to
establish strong relationships with its customers.
QUALITY AND RELIABILITY. Shelby Williams' strong reputation for product
quality, reliability and timely delivery has been an important factor in its
success and positions the Company favorably in competing for business. Moreover,
Shelby Williams' reputation for quality has enabled the Company to lead the
industry in setting standards for safety, quality and durability. Management
believes that its SHELBY WILLIAMS, THONET and KING ARTHUR brands are leading
tradenames in their respective markets.
DESIGN AND MANUFACTURING CAPABILITIES. Shelby Williams distinguishes itself
from other industry participants based on its manufacturing flexibility and its
ability to customize orders to customer specifications. Approximately 90% of the
Company's products are catalog items, finished and upholstered to customer
specifications. In addition, Shelby Williams often works with designers and
architects to design new products and customize standard products on behalf of
end users.
PRODUCTS
Shelby Williams' product lines consist primarily of: (i) seating for dining,
gaming, guest room, conference and banquet facilities, (ii) healthcare and
university seating, and (iii) seating for other institutional use. To complement
its major product lines, Shelby Williams also manufactures and distributes
banquet folding tables, portable dance floors and platforms, food service carts
and other function room furniture, as well as a full range of vinyl
wallcoverings. Shelby Williams' products are primarily sold: (i) directly to
hospitality and food service providers, gaming establishments, universities and
other institutions, (ii) to interior designers, architects and
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other buying agencies that in turn sell the products to the end users, and (iii)
to rental companies that store Company products and rent them to their
customers.
Approximately 350 standard furniture products are marketed to the
hospitality and food service industries; approximately 200 standard furniture
products are marketed for healthcare, university and other institutional use;
and approximately 25 standard furniture products are marketed for office use. In
addition to offering a standard line of products, Shelby Williams focuses on the
specific requirements of its customers and end users and has considerable
customization capabilities. Substantially all products are supplied under
special order and are finished and upholstered to customers' specifications.
Shelby Williams' products are marketed through an extensive catalog system,
through which customers may order standard Company products or devise custom
designs to suit their specific needs.
Shelby Williams' products are manufactured in hardwoods, such as maple, elm
and beech, as well as in rattan and metal, and are available in a wide variety
of finishes. Products are made of solid wood or a combination of woods, and many
are constructed with bentwood components, which provides extended durability.
All wooden products are finished on a conveyorized line which incorporates
forced drying cycles. The sealer coat and final conversion varnish coats are
applied by means of a state-of-the-art electrostatic finishing system which
insures uniform application resulting in a durable chip-resistant finish. Chairs
may be covered with fabric upholstery or vinyl, pursuant to customer design and
specification. Metal products are also produced in a wide variety of styles and
finishes.
In addition to its seating products, Shelby Williams produces and
distributes certain function-room furniture items, such as banquet and
conference tables, stages and food service equipment. Shelby Williams also
designs, produces and distributes furniture utilized by private healthcare
practitioners, such as reclining chairs, as well as standard dormitory furniture
utilized by universities.
Management believes that it provides one of the widest ranges of seating
products in the contract furniture industry, as well as superior custom-design
capabilities. Due to its component-manufacturing facility in Zacatecas, Mexico,
its 200,000 square foot storage warehouse in Morristown, Tennessee, and its
considerable in-house production capabilities, the Company believes it is able
to provide a shorter lead time on orders than many of its competitors, most of
whom import components from European sources. Shelby Williams believes that all
of these qualities are instrumental in attracting the large orders of hotels,
restaurants and casinos that seek the convenience and pricing of a single-source
provider.
MARKETING
The Company's marketing strategy is based upon a higher degree of direct
sales relative to its competitors which tend to conduct sales through factory
representatives and with minimal sales forces. The Company's sales and marketing
staff consists of approximately 103 full-time employees, approximately 68 of
which are exclusively involved in field sales. This dedicated sales force is an
integral component of the Company's customer service and support strategy.
Management believes the high quality of ongoing service and support provided by
the sales force results in strong customer relationships and enhanced
opportunities for repeat business. Each of the Company's sales persons sells
products and services customers within an assigned territory. The Company's
sales persons promote customer satisfaction with periodic service calls in
addition to scheduled follow-up visits. Sales persons receive a base salary,
plus commissions based on net sales. All orders are subject to acceptance by the
Company's management.
Shelby Williams markets its products to a wide variety of customers
including: (i) hospitality and food service chains or their buying agencies and
(ii) other users through interior designers, architects, contract furniture,
food service and furniture dealers. Shelby Williams markets its products through
advertising in major trade publications and illustrating the Company's products
in its catalogs. Shelby Williams publishes four extensive catalogs displaying
its products and distributes catalogs to architects, designers and dealers.
Catalogs are periodically supplemented as new products are introduced. Customers
may order standard products directly from these catalogs or request changes to
meet their design specifications.
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DISTRIBUTION
Shelby Williams distributes its products both domestically and
internationally. Shelby Williams has showrooms and sales offices in 13 cities in
the United States, as well as distributors in 33 foreign countries. Many of
these distributors are concentrated in Europe and Asia. In addition, Shelby
Williams utilizes its local facilities and existing distribution channels to
assemble and distribute products in the United States imported from European
sources. Shelby Williams also exhibits at major national and international trade
shows.
CUSTOMERS AND END USERS
Some of the Company's major hospitality and food service customers and end
users:
HOTELS
Bass Hotels & Resorts
Boykin Lodging Co.
Bristol Hotel Co.
Ciga Hotels
Davidson Hotels
Doubletree Hotel Corp.
Extended Stay America
Four Seasons Hotel, Inc.
John Q. Hammons Hotel, Inc.
Hilton Hotel Corp.
Hyatt Hotel Co.
Intercontinental Hotels
Interstate Hotel Corp.
La Quinta Inns, Inc.
Loews Hotel Corp.
Marcus Corp. (Budgetel Inns)
Marriott Hotel Corp.
MeriStar Hotels
Prime Hospitality Corp.
Promus Hotel Corp. (Embassy Suites, Hampton Inns Homewood Suites)
Renaissance Hotel Corp.
The Ritz Carlton Hotel Co.
The Sheraton Corp.
Starwood Lodging Corp.
Westin Hotels
Wyndham Hotels
RESTAURANTS
Applebees Restaurants
Au Bon Pain Restaurants
Brinker International Inc. (The Corner Bakery, Macaroni Grill, Maggiano's)
Champs Restaurants
Club Corporation of America
Copper Cellar Corp.
Darden Restaurants Inc. (The Olive
Garden and Red Lobster Restaurants)
The Hard Rock Cafe
LaMadeleine
Luby's Cafeteria Inc.
Morton's of Chicago Restaurant
Nick's Fishmarkets
Palomino
Pizza Hut Inc.
Planet Hollywood Int'l Inc.
Sirloin Stockade
Starbucks Coffee Company
Sullivan Steak Houses
T.G.I. Friday's
Veladi Ranch Steakhouses
Wendy's International Inc.
GAMING
Boyd Gaming Corp.
(Stardust Resort & Casino)
Bally's Casino Resort
Bellagio Hotel & Casino
Carnival Hotel & Casino
Caesars Palace
Circus Circus Enterprises, Inc.
Cow Creek Indian Gaming Center
Churchill Downs Race Track
The Desert Inn
Delaware Park Race Track & Casino
Grand Casino
Harrah's Entertainment Inc.
Menominee Tribal Gaming
MGM Grand Hotel & Casino
The Mirage Resorts
Muckleshoot Tribal Gaming
Rio Suite Hotel & Resort
Sheraton Casino
Showboat Marina Casino
Soaring Eagle Indian Casino
Sun International Hotels
INTERVAL VACATION (TIME SHARE)
Embassy Vacation Resort Properties, Inc.
Fairfield Communities, Inc.
Hilton Grand Vacations
Hyatt Vacation Club
Marriott Vacation Club Int'l.
Nevada Resort Properties
Orange Lake Resort & Club
The Shell Group
Signature Resorts Inc.
Trendwest Resorts, Inc.
Vacation Break USA, Inc.
Vistana Resorts
Some of the Company's major healthcare and university, wallcovering and
other customers and end users:
HEALTHCARE AND
UNIVERSITIES
Albert Einstein Medical Center
Assisted Living Concepts
Carson Newman College
Columbia/HCA Hospitals
Eby Development Company
Geisinger Medical Center
Georgia Institute of Technology
Health Systems of Tennessee, L.L.C.
Kaiser Foundation Hospitals
Michigan State University
Purdue University
Roosevelt University
Rutgers University
Sterling House
The University of Chicago Hospitals
University of Michigan
University of Tennessee
WALLCOVERING
Duron Paints
Patton Wallcoverings, Inc.
Seabrook Wallcoverings Co. Inc.
Thybony Wallcoverings Co. Inc.
The Warner Company
OTHER
Allstate Insurance Co.
AFNAF (Air Force Non- Appropriated Funds)
Clinique Cosmetics Departments
The Eckerd Corporation
The General Services Administration
May Department Stores
J.C. Penney Company
Profitt's Department Stores
Sears, Roebuck & Co.
The Walgreen Co.
The Company's past business relationship with the above customers and end
users is not intended to imply that such relationship will continue in the
future.
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In 1998, the Company also sold products to over 350 country clubs in 34
states.
The Company's ten largest customers accounted for approximately 19% of net
sales in 1998, and no single customer accounted for more than 5% of 1998 net
sales. Approximately 90% of the Company's products are manufactured to fill
specific orders.
TRADEMARKS AND TRADENAMES
The Company sells its hospitality and food service products under the
trademarks Shelby Williams-Registered Trademark-, King
Arthur-Registered Trademark- and Sterno-Registered Trademark- and its
healthcare, dormitory and other institutional furniture under the trademark
Thonet-Registered Trademark-. The Company markets cutting room tables and
accessories under the Phillocraft-Registered Trademark- name, and wallcoverings
under the Sellers & Josephson-Registered Trademark- name.
BACKLOG
The Company's backlog of orders at December 31, 1998, was $34.2 million, a
year-end record level, as compared to $31.8 million at December 31, 1997. The
Company expects to ship substantially all of its backlog by the end of 1999.
RAW MATERIALS AND SUPPLIES
The Company manufactures most of its products to customer order from basic
raw materials. The Company utilizes a wide variety of raw materials in the
manufacture of its products including lumber, plywood, rattan, metal tubing, and
other frame components, foam cushioning, vinyl and textiles, all of which the
Company believes to be in abundant supply and available from a variety of
different sources. The Company has no long-term supply contracts with any of its
suppliers and it has experienced no significant problems in obtaining raw
materials in adequate amounts for its operations.
MANUFACTURING AND ASSEMBLY
The following table summarizes the products manufactured and assembled at
each of the Company's manufacturing facilities (as of January 1, 1999):
LOCATION PRODUCTS
- ----------------------------------------------------- ---------------------------------------
Morristown, TN....................................... Hospitality, food service and gaming
seating, banquet seating (1)
Statesville, NC...................................... Healthcare and university seating;
banquet seating and products
Canton, MS........................................... Upholstered products
Zacatecas, MX........................................ Furniture components
Englewood, NJ........................................ Wallcoverings
Carlstadt, NJ........................................ Wallcoverings
- ------------------------
(1) Product information is summarized for two manufacturing facilities located
in Morristown, Tennessee.
Shelby Williams operations primarily consist of wood bending, wood working
and finishing, assembly, metal forming and fabrication, electrostatic wood and
metal finishing. Shelby Williams also prints and laminates vinyl wallcoverings.
For certain chair styles, Shelby Williams purchases components manufactured by
other companies. These components, which are manufactured to the Company's
specifications, are assembled, finished and upholstered by Shelby Williams. All
outsourced components are available domestically except for rattan, which is
indigenous to the Philippines and Indonesia. For many of its standard product
offerings, Shelby Williams optimizes its production costs by sourcing the
components produced at its Zacatecas, Mexico, facility.
All manufacturing operations emphasize quality control during the various
production processes. To provide consistency and speed to the finishing process,
the Company utilizes conveyorized paint lines with spray booths and drying ovens
positioned to allow proper drying times between finishing steps. In addition,
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Shelby Williams has electrostatic wood-finishing systems which provide superior
finishing qualities and are advantageous from an environmental standpoint. The
Company has recently invested in powder-coating lines which provide similar
advantages for the metal products. Management expects to continue to invest in
automated machinery and equipment. The Company also plans to add a
state-of-the-art aluminum production facility and a new wood-finishing system.
COMPETITION
All aspects of the Company's business are highly competitive. The Company
competes at some level with Falcon Products, Inc., Gasser Chair Co., L & B
Contract Industries, Inc., WinsLoew Furniture Inc., Virco Manufacturing
Corporation and MTS Seating. The Company competes primarily on the basis of
design, quality, service, product pricing and speed of delivery.
The Company believes that none of its principal competitors offers the
complete range of seating products that the Company offers. There can be no
assurance that the Company's principal competitors will not offer a greater
range of seating products or that new entrants will not enter the market.
EMPLOYEES
As of December 31, 1998, the Company had 1,720 full-time employees. Of
these, 1,513 were engaged in manufacturing, 104 in administrative and clerical
positions, and 103 in sales and marketing. Those engaged in manufacturing
included 251 employees in Mexico.
Hourly manufacturing employees at both Morristown, Tennessee, and Canton,
Mississippi, are represented by separate bargaining agreements with contracts
expiring in November 1999 (covering approximately 600 employees) and November
2000 (covering approximately 200 employees), respectively. The Company believes
that its relations with its employees are good.
ITEM 2: PROPERTIES
At January 1, 1999, the Company maintained facilities with an aggregate of
approximately 1,800,000 square feet of space for its operations. The Company
considers all of its facilities to be in good operating condition. Currently,
the Company's manufacturing facilities are operating at approximately 87% of
capacity, with wood products facilities operating at over 90% of capacity. The
following table summarizes the principal physical properties, both owned and
leased, used by the Company in its operations:
APPROXIMATE
SQUARE
LOCATION USE FOOTAGE OWNED/LEASED EXPIRATION DATE
- ----------------------------------- -------------------- ------------ -------------------- -----------------
Chicago, IL........................ Showroom/Offices 6,750 Leased July, 2000
Morristown, TN..................... Mfg./Offices 515,960 Owned --
Morristown, TN..................... Mfg./Warehousing 228,000 Owned --
Canton, MS......................... Mfg./Warehousing 406,000 Owned/Leased(1) May, 2005(1)
Statesville, NC.................... Mfg./Warehousing 326,670 Owned --
Zacatecas, MX...................... Mfg./Warehousing 90,000 Owned --
Englewood, NJ...................... Mfg./Warehousing 68,000 Leased Dec., 2003(2)
Carlstadt, NJ...................... Mfg./Warehousing 35,000 Leased April, 2004
- ------------------------
(1) Approximately 238,100 square feet are owned and 167,900 are leased.
(2) The Company has an option to renew the lease for 10 additional years at a
nominal rental increase.
The Company has showrooms and sales offices in 13 United States cities,
including Atlanta, Chicago, Dallas, Los Angeles, New York and Plantation,
Florida.
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ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various product liability lawsuits arising in
the normal course of business. Management believes that the Company's insurance
is adequate to cover its potential liability under all pending and threatened
litigation. The Company believes, after consultation with counsel, that
allegations of punitive damages, which are alleged in certain cases, are without
merit.
In February, 1997, the Company's King Arthur division received a complaint,
addressed to King Arthur, Inc., in a case pending in the Superior Court of New
Jersey, Camden County, Law Division, entitled Pennsauken Solid Waste Management
Authority, et al., vs. Ward Sand & Material Co., Inc. and a large number of
other defendants. The complaint, which identifies King Arthur, Inc. as one of
the defendants, alleges, among other things, that during the operation of a
landfill from the 1960's to 1984, the defendants improperly generated,
transported and/or disposed of certain hazardous waste materials, and that
defendants are jointly and severally liable to plaintiffs for all costs and
damages incurred by plaintiffs for remediation of the landfill and any
surrounding areas which are found to be contaminated. The complaint does not
specify any dollar amount of damages. The Company acquired certain assets of
King Arthur, Inc. in 1986. The Company believes, based on its present knowledge,
that it has valid defenses to the allegations in the complaint, and that the
Company's liability, if any, is not material. The Company has put its insurers
on notice of the complaint.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
AGE AT PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
NAME 2-1-99 AND POSITION AND OFFICE WITH REGISTRANT
- ----------------------------------------------- --------- ----------------------------------------------
Paul N. Steinfeld.............................. 44 Chairman of the Board of Directors and Chief
Executive Officer since January, 1996; Vice
Chairman of the Board and Chief Executive
Officer from May, 1991 to January, 1996;
Vice Chairman of the Board and Chief
Administrative Officer prior to May, 1991.
Director during past five years.
Robert P. Coulter.............................. 56 President and Chief Operating Officer since
May, 1990; prior thereto President and
Treasurer. Director during past five years.
Manfred Steinfeld.............................. 74 Chairman of Executive Committee and chairman
of executive compensation committee since
January, 1996; Chairman of the Board and
chairman of executive compensation committee
from May, 1991 to January, 1996; prior
thereto Chairman of the Board and Chief
Executive Officer. Director during past five
years.
Peter W. Barile................................ 56 Executive Vice President since May, 1990.
Sam Ferrell.................................... 57 Vice President, Finance, Treasurer and Chief
Financial Officer and Assistant Secretary
since May, 1990.
The executive officers of the registrant are elected annually by the Board
of Directors, hold office until their successors are chosen and qualify, and may
be removed at any time by the affirmative vote of a majority of the Board. There
are no written employment agreements with any executive officers. Manfred
Steinfeld is the
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father of Paul N. Steinfeld; there is no other family relationship between any
director or executive officer of the Company.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information under the heading "Common Stock Information (Unaudited)" on
page 20 of the Company's 1998 Annual Report to Stockholders is hereby
incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information under the heading "Five Year Summary of Selected Financial
Data" on page 15 of the Company's 1998 Annual Report to Stockholders is hereby
incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 24-25 of the Company's
1998 Annual Report to Stockholders is hereby incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information contained on pages 16 (Consolidated Statements of Income),
17 (Consolidated Balance Sheets), 18 (Consolidated Statements of Cash Flows), 19
(Consolidated Statements of Stockholders' Equity), 20-23 (Notes to Consolidated
Financial Statements) and 24 (Report of Independent Auditors) of the Company's
1998 Annual Report to Stockholders is hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
The information called for by Part III (Item 10 (Directors and Executive
Officers of the Registrant), Item 11 (Executive Compensation), Item 12 (Security
Ownership of Certain Beneficial Owners and Management), and Item 13 (Certain
Relationships and Related Transactions)) is incorporated by reference, to the
extent required, from the Company's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after December 31, 1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) List of financial statements and schedules.
(1) Financial statements. The following financial statements are
incorporated by reference in Part II, Item 8 of this report:
Consolidated Statements of Income for the years ended December 31,
1998, 1997, and 1996
Consolidated Balance Sheets at December 31, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended December
31, 1998, 1997 and 1996
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Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
Report of Independent Auditors
(2) Financial statement schedules:
None since the required information is not present or is not present in
amounts sufficient to require submission of the schedule, or because the
information required is included in the consolidated financial statements or
notes thereto.
(b) Report on Form 8-K for an event dated December 14, 1998, reporting
disposition of certain assets constituting the Company's "Pacific Home
Furnishings" division.
(c) List of exhibits: See Exhibit Index immediately preceding exhibits
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[LOGO]
SHELBY WILLIAMS INDUSTRIES, INC.
Corporate Offices
11-111 Merchandise Mart
Chicago, IL 60654
PHONE: (312) 527-3593
FAX: (312) 527-3597
Executive and Administrative Offices
150 Shelby Williams Drive
Morristown, TN 37813
PHONE: (423) 586-7000
FAX: (423) 586-2260
SHELBY WILLIAMS IS THE LEADING MANUFACTURER OF SEATING PRODUCTS FOR THE
HOSPITALITY AND FOOD SERVICE MARKETS.
THE COMPANY IS A MAJOR PROVIDER OF SEATING PRODUCTS FOR UNIVERSITY, HEALTHCARE
AND OTHER INSTITUTIONAL FACILITIES.
SHELBY WILLIAMS ALSO MANUFACTURES AND DISTRIBUTES WALLCOVERINGS.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 23, 1999
SHELBY WILLIAMS INDUSTRIES, INC.
--------------------------------------
(Registrant)
By PAUL N. STEINFELD
------------------------------------
Paul N. Steinfeld
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
- -------------------------------------------------- ------------------------------ ------------------
PAUL N. STEINFELD Chairman of the Board and March 23, 1999
--------------------------------------- Director (Principal
(Paul N. Steinfeld) Executive Officer)
ROBERT P. COULTER* President and Director March 23, 1999
---------------------------------------
(Robert P. Coulter)
MANFRED STEINFELD* Chairman of the Executive March 23, 1999
--------------------------------------- Committee and Director
(Manfred Steinfeld)
SAM FERRELL* Vice President of Finance, March 23, 1999
--------------------------------------- Treasurer and Assistant
(Sam Ferrell) Secretary (Principal
Financial and Accounting
Officer)
WILLIAM B. KAPLAN* Director March 23, 1999
---------------------------------------
(William B. Kaplan)
ROBERT E. LOWE* Director March 23, 1999
---------------------------------------
(Robert E. Lowe)
DOUGLAS A. PARKER* Director March 23, 1999
---------------------------------------
(Douglas A. Parker)
TRISHA WILSON* Director March 23, 1999
---------------------------------------
(Trisha Wilson)
*By PAUL N. STEINFELD
-----------------------------------
Paul N. Steinfeld, Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
2.1 Asset Purchase Agreement dated September 16, 1996 between Preview Furniture Corporation, the Registrant
and Ferguson Copeland, LLC, filed as Exhibit 2.1 to Registrant's annual report on Form 10-K for 1996 and
hereby incorporated by reference.
2.2 Asset Purchase Agreement dated December 2, 1998 by and between the Registrant and PHF Hawaii,
Incorporated, filed as Exhibit 10.1 to Registrant's report on Form 8-K filed December 22, 1998, and
hereby incorporated by reference.
3(i) Registrant's Certificate of Incorporation and all amendments thereto, filed as Exhibit 3.1 to
Registrant's annual report on Form 10-K for 1987 and hereby incorporated by reference.
3(ii) Registrant's By-Laws, as amended, filed as Exhibit 3(ii) to Registrant's annual report on Form 10-K for
1995 and hereby incorporated by reference.
4.0 The Registrant agrees to furnish a copy of the capital lease referred to in the Registrant's
Consolidated Financial Statements to the Commission upon request.
4.1 The Registrant agrees to furnish a copy of the 7.8% note agreement dated July 31, 1992 and payable in
quarterly installments of $1,000,000 beginning in October 1997, for $8,000,000, to the Commission upon
request.
*10.1 1997 Senior Management Incentive Plan, filed as Exhibit 10.3 to Registrant's annual report on Form 10-K
for 1996 and hereby incorporated by reference.
*10.2 1998 Senior Management Incentive Plan, filed as Exhibit 10.3 to Registrant's annual report on Form 10-K
for 1997 and hereby incorporated by reference.
*10.3 1999 Senior Management Incentive Plan.
*10.4 Registrant's 1992 Key Employees' Incentive Stock Option Plan, filed as Exhibit 10.6 to Registrant's
annual report on Form 10-K for 1991 and hereby incorporated by reference.
*10.5 Registrant's 1995 Directors' Stock Option Plan, filed as Exhibit 10.1 to Registrant's Form 10-Q for
quarter ended March 31, 1995 and hereby incorporated by reference.
10.6 Underwriting agreement dated March 26, 1997, filed as Exhibit 1 to Amendment No. 4 to Schedule 13D of
Manfred Steinfeld filed April 8, 1997 and hereby incorporated by reference.
13.1 Portions of Registrant's annual report to stockholders for 1998.
21.1 Subsidiaries of the Registrant, filed as Exhibit 21.1 to Registrant's annual report on Form 10-K for
1996 and hereby incorporated by reference.
23.1 Consent of independent auditors to incorporation by reference in Form 10-K.
23.2 Consent of independent auditors to incorporation by reference in Form S-8.
24.1 Power of Attorney.
27.1 Financial Data Schedule (EDGAR only).
- ------------------------
* Compensation plan.
12