-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCqlIiPobxPP3gd4jHe+XsZTHu4VEcxFoy9+jVMcLovlCmq4Rmf4AsBezo5qAv1v wAhhckDU1l1b8xhPgnAXLA== 0000950131-99-003000.txt : 19990513 0000950131-99-003000.hdr.sgml : 19990513 ACCESSION NUMBER: 0000950131-99-003000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990505 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHELBY WILLIAMS INDUSTRIES INC CENTRAL INDEX KEY: 0000730564 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 620974443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09457 FILM NUMBER: 99618305 BUSINESS ADDRESS: STREET 1: 11-111 MERCHANDISE MART CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3125273593 MAIL ADDRESS: STREET 1: 1348 MERCHANDISE MART CITY: CHICAGO STATE: IL ZIP: 60654 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 1999 ------------------------------ Shelby Williams Industries, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-09457 62-0974443 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File number) Identification No.) 11-111 Merchandise Mart, Chicago, Illinois 60654 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 527-3593 ---------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 Item 5. Other Events. On May 5, 1999 Shelby Williams Industries, Inc. (the "Registrant") entered into an Agreement and Plan of Merger by and among Falcon Products, Inc. ("Falcon"), SY Acquisition, Inc., a wholly-owned subsidiary of Falcon ("SY Acquisition"), and the Registrant (the "Merger Agreement"), pursuant to which (a) SY Acquisition commenced a cash tender offer (the "Offer") on May 12, 1999 for all outstanding shares of common stock of the Registrant (the "Shares") at $16.50 per share; and (b) as soon as reasonably practicable after the consummation of the Offer, SY Acquisition will merge with and into the Registrant, with the Registrant being the surviving corporation of the merger (the "Merger"). In the Merger, all shares held by any person (other than by SY Acquisition, Registrant, Falcon Fanuc or their respective subsidiaries) shall be converted into the amount of cash paid by SY Acquisition for a Share in the Offer. Immediately after the Merger, the Registrant will become the wholly-owned subsidiary of Falcon. If the Merger Agreement is terminated under certain circumstances, the Registrant agreed to pay Falcon a termination fee of up to $4.75 million. The Offer is subject to the satisfaction of certain conditions contained in the Merger Agreement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 10.1 Agreement and Plan of Merger among Falcon Products, Inc., SY Acquisition, Inc. and Shelby Williams Industries, Inc., dated as of May 5, 1999. (Incorporated herein by reference to Exhibit 1 to the Registrant's Solicitation/Recommendation Statement on Form 14D-9 dated May 12, 1999.) 10.2 Press Release issued by the Registrant and Falcon dated May 6, 1999. (Incorporated herein by reference to Exhibit 6 to the Registrant's Solicitation/Recommendation Statement on Form 14D-9 dated May 12, 1999.) 2 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: May 12, 1999 SHELBY WILLIAMS INDUSTRIES, INC. By: /s/ Paul N. Steinfeld ------------------------------------------- Name: Paul N. Steinfeld Title: Chairman and Chief Executive Officer 3 INDEX
Exhibit Number Description of Document - ------- ----------------------- 10.1 Agreement and Plan of Merger among Falcon Products, Inc., SY Acquisition, Inc. and Shelby Williams Industries, Inc., dated as of May 5, 1999. (Incorporated herein by reference to Exhibit 1 to the Registrant's Solicitation/Recommendation Statement on Form 14D-9 dated May 12, 1999.) 10.2 Press Release issued by the Registrant and Falcon dated May 6, 1999. (Incorporated herein by reference to Exhibit 6 to the Registrant's Solicitation/Recommendation Statement on Form 14D-9 dated May 12, 1999.)
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