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UNITED STATES
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
Commission File Number 1-9601
Date of Report (date of earliest event reported): October 6, 2004
FALCON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-0730877
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act.
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act.
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Attached and incorporated herein by reference as Exhibit
99.1 is Second Amended and Restated Loan and Security Agreement, as Exhibit
99.2 is Loan and Securities Purchase Agreement and as Exhibit 99.3 is
Investor Rights Agreement. The information furnished in this Form 8-K,
including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended.
Summary of Second Amended and Restated Loan and Security Agreement
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Second Amended and Restated Loan and Security Agreement dated
October 6, 2004 for $95,000,000 is an agreement by and among Fleet Capital
Corporation, individually as a lender and as agent for itself and any other
financial institution which is or becomes a party and Falcon Products, Inc.,
Shelby Williams Industries, Inc., Sellers & Josephson Inc. and Epic
Furniture Group, Inc. The agreement includes a $25,000,000 revolving credit
facility with a three-year term and interest at LIBOR plus 275 basis points.
The agreement also includes a Term Loan A of $70,000,000 with a three-year
term and interest at LIBOR plus 900 basis points.
Summary of Loan and Securities Purchase Agreement
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Loan and Securities Purchase Agreement dated October 6, 2004 for $45,714,286
of senior secured notes due 2007 and 500,000 shares of common stock. The
agreement is by and among Falcon Products, Inc., Shelby Williams Industries,
Inc., Sellers & Josephson Inc. and Epic Furniture Group, Inc., as joint and
several borrowers and Levine Leichtman Capital Partners, Inc., as collateral
agent. The Term Loan B notes of $45,714,286 were issued at a discount
($40,000,000). Interest on the Term Loan B notes is 15%, including 14% cash
prepaid at closing from the proceeds of the financing, and 1% PIK in the
first year, and 7.5% cash and 7.5% PIK in each of years two and three. The
financial covenants are the same as described above in the Second Amended
and Restated Loan and Security Agreement.
Summary of Investor Rights Agreement
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Investors Rights Agreement, dated October 6, 2004 is entered by and among
Falcon Products, Inc., Levine Leichtman Capital Partners III, L.P., Franklin
A. Jacobs and certain other shareholders of Falcon affiliated with Mr.
Jacobs. The agreement provides for, among other things, board representation
and observation rights for Levine Leichtman Capital Partners, Inc.,
information reporting requirements by Falcon Products, Inc., indemnification
obligations, a cosale agreement, restrictions on transfer, preemptive
rights, antidilution protections and registration of the equity to be issued
under the Loan and Securities Purchase Agreement.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit
Number Description
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99.1 Second Amended and Restated Loan and Security Agreement
99.2 Loan and Securities Purchase Agreement
99.3 Investor Rights 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.
Dated: October 12, 2004
FALCON PRODUCTS, INC.
By: /s/ Gene Fleetwood
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Gene Fleetwood
Vice President and Chief Financial Officer
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