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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 OCTOBER 30, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 1-11577
________________________
FALCON PRODUCTS, INC.
(Exact name of registrant as
specified in its charter)
DELAWARE 43-0730877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9387 DIELMAN INDUSTRIAL DRIVE, ST. LOUIS, MISSOURI 63132
(Address of principle executive offices)
Registrant's telephone number, including area code: (314) 991-9200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $.02 per share 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 the 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/
As of January 18, 2000, the Registrant had outstanding 8,712,774
shares of Common Stock. The aggregate market value of the shares of
Common Stock held by nonaffiliates of the Registrant as of January 18,
2000, was $51.0 million based upon the closing stock price as reported
on the New York Stock Exchange on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended October 30, 1999, are incorporated herein by reference
into Parts II and IV of this Report.
Portions of the Registrant's Proxy Statement for the 2000 Annual
Meeting of Stockholders to be held March 16, 2000, are incorporated
herein by reference into Part III of this Report.
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TABLE OF CONTENTS
PAGE
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PART I
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ITEM 1. Business 3
ITEM 2. Properties 8
ITEM 3. Legal Proceedings 9
ITEM 4. Submission of Matters to a Vote of Security
Holders 9
ITEM 4A. Executive Officers of the Registrant 10
PART II
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ITEM 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 11
ITEM 6. Selected Financial Data 12
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
ITEM 7A. Quantitative and Qualitative Disclosures About
Market Risk 12
ITEM 8. Financial Statements and Supplementary Data 12
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
PART III
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ITEM 10. Directors and Executive Officers of the Registrant 12
ITEM 11. Executive and Director Compensation 12
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management 12
ITEM 13. Certain Relationships and Related Transactions 12
PART IV
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ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
SIGNATURES 21
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EXHIBIT INDEX 22
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- 2 -
FALCON PRODUCTS, INC.
FORM 10-K
When used herein, the term "Company" refers to the Registrant,
Falcon Products, Inc., and its subsidiaries.
Information set forth in this Annual Report on Form 10-K regarding
expected or possible future events, including statements of the plans,
strategy, goals and objectives of management for future growth,
operations, prospects, products and services and statements relating to
future economic performance, is forward-looking and subject to risks and
uncertainties. For those statements, the Company claims the protection
of the safe harbor for forward-looking statements provided for by the
Private Securities Litigation Act of 1995. Factors that could affect the
future results of the Company and could cause those results to differ
materially from those expressed in the forward-looking statements are
discussed at greater length herein. See Item 7, "Management's Discussion
and Analysis of Results of Operations and Financial Condition."
PART I
ITEM 1. BUSINESS.
GENERAL
The Company designs, manufactures and markets an extensive line of
furniture and related products for the food service, office,
hospitality, healthcare and retail markets, including table bases, table
tops, metal and wood chairs, booths, casegoods and interior decor
systems. The Company manufactures most of its products to customer
order from basic raw materials. The Company markets its products to a
wide variety of customers, including wholesale distributors, buying
groups, architecture and design firms, office furniture dealers and end-
users, through a combination of its own direct factory sales force and
independent manufacturer's representatives.
PRODUCTS
The Company's principal products consist of an extensive line of
furniture and related products, including wood, metal and rattan chairs,
banquet and conference tables, table tops, table bases, booths,
casegoods and other related products.
Seating. The Company designs and manufactures a wide variety of
seating products, primarily for:
- dining, gaming, guest room, conference and banquet facilities;
- healthcare institutions and universities; and
- other institutional uses.
The Company markets its seating products under the Falcon,
Charlotte, Decor Concepts, KD/Context, Shelby Williams, The Chair
Source, and Thonet brand names.
Metal. Metal stacking chairs are available in a wide variety of
styles and are used primarily in multi-use function rooms, where it is
necessary to store chairs for events such as training courses and
banquets. Metal chairs may be upholstered in one of our standard
catalog vinyls or fabrics or in customer-furnished or customer-specified
materials and may be plated or powder coat painted in a standard catalog
finish or in a customer-designated custom finish.
Wood and Rattan. Wood chairs are manufactured in hardwoods, such
as maple, oak and beech, and are available in a wide variety of
finishes, upholstered fabric and vinyl coverings. Products are made of
solid wood or a combination of woods, and many are constructed with
bentwood components, which provide extended durability. Wood chair
products are finished on conveyorized lines which incorporate forced
drying cycles. Wood chairs are finished with one of our standard
colors or the customer may specify or supply its choice of finish
material. Sealer coats and final conversion varnish coats are applied
to our wood chairs by means of state-of-the-art, electrostatic
finishing systems which insure uniform application, resulting in a
durable chip-resistant finish. To fully complement our seating line,
the Company markets a wide collection of wicker and rattan seating
products.
- 3 -
Banquet and Conference Tables. The Company designs and
manufactures banquet and conference tables, which along with our metal
stacking chairs are used primarily in multi-use function rooms. The
tables are constructed from the table tops and bases that the Company
manufactures as separate components and then either assembled for sale
as a complete table unit or sold to other furniture manufacturers as
separate components for their assembly operations. The Company markets
banquet and conference tables under the Falcon, King Arthur, Johnson
Tables and Howe brand names.
Table Tops. The Company manufactures table tops in a number of
standard sizes and shapes and in a variety of finishes, including
wood veneers, fiberglass, high-pressure laminate patterns and solid
wood. Edge treatments for the table tops are available in vinyl,
laminate, wood or metal. Wood edge, veneer and butcher block tops are
stained with one of the standard color finishes and sealed and
sprayed with a durable catalyzed top coat. The Company also has
the capability of manufacturing custom table tops in a wide variety of
customer-specified sizes, shapes and finishes. The Company typically
sells table tops with a base the Company produces separately. Table
tops are marketed under the Falcon, Howe, Johnson Tables and Shelby
Williams brand names.
Table Bases. Table bases are produced in a variety of sizes,
styles and finishes and are used by restaurants, hotels, offices,
cafeterias, hospitals, airports, universities, country clubs and other
commercial locations where food is served. More than 35 styles of table
bases are finished to order in one of the standard catalog powder coat
paint finishes or designer plated finishes and also may be painted to
match a customer's custom finish requirements. The Company markets
table bases under the Falcon, Howe, Johnson Tables and Shelby Williams
brand names.
Booths. Booths are available in standard catalog styles or
customer-specified styles, some of which are suitable for outdoor
applications. The Company manufactures booths in wood, metal or
fiberglass, and our booths may be upholstered in one of the standard
catalog vinyls or fabrics or in customer-designated or supplied
coverings. Exposed wood is color matched to customer specifications and
top coated with the same durable catalyzed finish used on our table tops
and other wood products. The Company markets booths under the Falcon,
Decor Concepts and Shelby Williams brand names.
Casegoods. The combination of the broad line of furniture
products and vertical manufacturing capabilities enable the Company to
offer a complete commercial interior decor package to its customers with
significant design flexibility and short lead times. The Company
integrates certain of its products into complete interior decor systems,
including all furniture, booths, walls, wood trim and casegood
components. These casegood components include such products as
counters, bars, divider walls, planter units, salad bars and stands,
which the Company produces in a variety of high-pressure laminates.
The Company then delivers these products to the customer site and
installs them using the Company's own employees or Company trained
subcontractors. The Company markets these products under the Falcon and
Decor Concepts brand names.
Other Products. The Company also manufactures portable dance
floors and platforms, food service carts, cutting room tables, as well
as a full range of vinyl wall coverings. The Company markets these
products under the Sellers & Josephson, King Arthur and Phillocraft
brand names.
MARKETING AND DISTRIBUTION
Domestic Sales of Furniture Products. The Company sells its
furniture products throughout the United States to a wide variety of
customers, including restaurant supply dealers, hospitality and food
service chains or their buying agencies, interior designers,
architectural design firms, office furniture dealers, mass
merchandisers, original equipment manufacturers ("OEMs") and chain
restaurants. These products are marketed through a combination of
direct factory sales representatives employed by the Company and
independent manufacturer's representatives organizations. Most sales
representatives are assigned to geographical territories. The efforts
of these factory and independent sales representatives are directed by
the Company's Vice President-Sales and Marketing, the Company's other
vice presidents who focus on individual markets, and the Company's
regional sales managers.
Each factory and independent sales representative is assigned a
territory in which to promote and sell the Company's products and assist
in resolution of any complaints with regard to his or her sales. The
Company determines the prices at which its products will be sold. The
Company's independent sales representatives are commissioned and do not
carry competing lines.
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The Company also markets its products through advertising in major
trade publications and illustrating the Company's products in its
catalogs. The Company publishes numerous 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.
The Company assists its representatives in various ways,
including:
- conducting extensive training programs to better educate its
sales representatives with respect to the design, manufacture,
variety and decor applications of its products;
- providing restaurant supply and office furniture dealers, mass
merchandisers, architectural designers, OEMs and other customers
with catalog materials, samples and brochures;
- maintaining a customer service department that ensures
that it promptly responds to the needs and orders of its
customers;
- exhibiting its products at national and regional furniture
shows and at two showrooms in the Merchandise Mart in Chicago;
- maintaining regular contact with key customers; and
- conducting ongoing surveys to determine customer satisfaction.
Flight. The Company's office and other furniture products are
also marketed through the Company's "Flight" network of over 400
independent office furniture dealers. Flight dealers distribute the
Company's furniture products to a wide variety of commercial users and
office furniture retailers and provide the Company with access to
incremental sales opportunities. The Flight network is designed to both
distribute the Company's office furniture products and cross-sell its
food service furniture products. The Company utilizes its direct
factory sales force and independent sales representatives, under the
supervision of the Company's Vice President - Contract, to call upon
existing and prospective Flight dealers.
International Sales. The Company's products are marketed
throughout Europe through distribution agreements with a number of
European distributors. The Company's Falcon Mimon, a.s., subsidiary
located in Mimon, Czech Republic ("Falcon Mimon") also markets wood
chair frames directly. The Company's Howe Europe a/s, subsidiary
located in Middelfart, Denmark ("Howe Europe") markets, assembles and
distributes tables and chairs to the European contract office market for
training, conferencing, meeting and executive dining applications. The
Company holds the European distribution rights to the award-winning
40/4(TM) chair through an exclusive licensing agreement with David
Rowland, the chair's designer. The manufacturing capabilities of Falcon
Mimon, Howe Europe and the distribution network allow the Company to
take advantage of opportunities in Europe.
Distribution of the Company's products in Asia and the Pacific Rim
is achieved through distribution arrangements in Japan, Hong Kong, and
South Korea. The Company's Falcon Products (Shenzhen) Limited,
subsidiary located in Shenzhen, The Peoples Republic of China ("Falcon
China") markets table tops and millwork to support National Accounts
throughout the Asia Pacific region. The Company's international sales
efforts are supported by dedicated customer service personnel. During
1999, 1998 and 1997, foreign operations and export sales were $24.0,
$13.6 million, and $9.3 million, respectively. Of these amounts, $9.3
million, $8.7 million and $3.9 million of sales in 1999, 1998 and 1997,
respectively, were made directly from the Company's Falcon Mimon, Howe
Europe, and Falcon China locations.
National Accounts. The Company's National Accounts program
targets the major restaurant chains. The Company maintains a separate
National Accounts sales force consisting of both employee sales
representatives and independent sales representatives that are directed
by the Company's Vice President-National Accounts and regional sales
managers. The Company believes that its vertically integrated
manufacturing capabilities allow it to better serve these customers than
most of its competitors and that its design, installation and service
capabilities are particularly suited for many of these customers.
The National Accounts sales force develops original design concepts,
including seating layouts and product specifications for each customer
based on the customer's requirements. The Company's National Accounts
sales force is supported by its own customer service team, quotation and
design staff and product engineers, located at the Company's Newport,
Tennessee and City of Industry, California manufacturing facilities.
- 5 -
PRODUCT DESIGN AND DEVELOPMENT
The Company's design and engineering group works with sales and
marketing personnel in support of the Company's complete decor systems
for its National Accounts program. The Company's engineering staff
utilizes the Company's computer aided design system to provide layout
and configuration advice to customers who are integrating the Company's
furniture products into their facilities and to design casegoods and
other components. The design and engineering group also assists the
Company's product design engineers in the development of new products.
The Company's Product Development team, which is comprised of
sales, marketing, purchasing, engineering and financial personnel,
strives to produce customer satisfaction and competitively priced
products by constantly improving the Company's product lines. The
Product Development team has responsibility for new product
introductions and also identifies market trends and initiates product
development to accommodate those trends. The Company has full-time
product design engineers who report to the Product Development team and
are responsible for the design of new products. On occasion, product
designs are also purchased from outside sources to supplement the
Company's internal design capabilities.
MANUFACTURING
Company's manufacturing operations primarily consist of wood
bending, wood working, and finishing, assembly, metal forming, bending
and fabrication, electrostatic wood and metal finishing, robotic welding
and upholstering, in addition to printing and laminating vinyl wall
coverings. For certain chair styles, the Company purchases components
manufactured by other companies. These components, which are
manufactured to the Company's specification, are assembled, finished and
upholstered by the Company. For all other products, the company is a
vertically integrated manufacturer, which allows it to control all
aspects of its production processes. The Company has a fully
operational modern information system at all of its manufacturing
facilities. These systems perform detailed and timely cost analysis of
production by product and facility, which assists in controlling its
manufacturing processes and in better serving its customers.
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, the Company has electrostatic
wood-finishing systems which provide superior finishing qualities and
are advantageous from an environmental standpoint. The Company has
invested in powder-coating lines which provide similar advantages for
the metal products, and expects to continue to invest in automated
machinery and equipment.
The Company's manufacturing facilities are strategically located
throughout the United States and internationally to meet the
requirements of its customers and its distribution network. The
Company's products are manufactured at its facilities in the United
States in Newport and Morristown, Tennessee, Belmont and Canton,
Mississippi, Statesville North Carolina, City of Industry, California,
and Englewood and Carlstadt, New Jersey, and internationally in Mimon,
Czech Republic, Juarez and Zacatecas, Mexico, Shenzhen, The People's
Republic of China and Middlefart, Denmark.
RAW MATERIALS
The Company manufactures most of its products to customer order
from basic raw materials. The Company utilizes a variety of raw
materials in the manufacture of its products, including rough lumber,
plywood, rattan, laminates, particle board, metal tubing, steel wire,
scrap iron and various plastic components and other frame components,
from cushioning, vinyl and textiles, all of which the Company believes
are in abundant supply and available from a variety of 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
for its operations at commercially reasonable terms should the need
arise.
Certain products sold by the Company, including unfinished wood
chair frames and frame components and tubular steel stacking chair
components, are purchased by the Company from other sources. The
Company has not experienced difficulty in obtaining sources to
manufacture these products and believes that alternative arrangements
could be made to obtain these products at commercially reasonable terms
should the need arise.
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BACKLOG
As of October 30, 1999, the Company's backlog of orders for its
products believed to be firm was approximately $59.8 million, as
compared to $23.5 million at October 31, 1998. Due to the Company's
short delivery time, backlog of orders is typically not considered a
significant measure of future sales.
COMPETITION
The office, food service, hospitality (including gaming),
university, healthcare and other institutional segments of the
commercial furniture industry are fragmented and highly competitive with
respect to each of the products sold by the Company. The Company
believes its competitive strengths are its vertically integrated
manufacturing, its emphasis on customer service and support, its
reputation for quality and responsiveness to its customers, the one-stop
shopping advantage made possible by the wide variety of products offered
by the Company and its ability to design, manufacture and install
turnkey interior decor systems. The Company competes for sales of each
of its products with numerous domestic and foreign manufacturers, many
of which have financial and other resources greater than the Company.
EMPLOYEES
As of December 31, 1999, the Company employed approximately 2,855
persons in its eight domestic manufacturing facilities and support
locations, 416 in its manufacturing facilities in Mexico, 9 in China,
32 in Denmark, and 319 in its manufacturing facility in Mimon, Czech
Republic. Approximately 239 persons were employed in sales, 127 persons
in administration and 3,265 in manufacturing.
TRADEMARKS AND PATENTS
The Company has registered the "FALCON"(R), "CHARLOTTE"(R),
"HOWE"(R), "JOHNSON TABLES"(R), "SHELBY WILLIAMS"(R), "KING ARTHUR"(R),
"STERNO"(R) (licensed in perpetuity), "THONET"(R), "PHILOCRAFT"(R), and
"SELLERS & JOSEPHSON"(R) trademarks, in addition to numerous other
trademarks, with the United States Patent and Trademark Office.
Management believes that the Company's trademark position is adequately
protected in all markets in which the Company does business. The
Company has received mechanical patents on certain of its furniture
mechanisms and components. The Company believes that while its patents
and trademarks have value, it is not dependent upon patents, trademarks,
servicemarks or copyrights.
GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL MATTERS
The Company is subject to numerous environmental laws and
regulations in the various jurisdictions in which it operates that (a)
govern operations that may have adverse environmental effects, such as
discharges into air and water, as well as handling and disposal
practices for solid and hazardous wastes, and (b) impose liability for
response costs and certain damages resulting from past and current
spills, disposals or other releases of hazardous materials. The
Company's operations may result in noncompliance with or liability for
remediation pursuant to environmental laws. Environmental laws have
changed rapidly in recent years, and the Company may be subject to more
stringent environmental laws in the future. Although environmental
matters have not to date had a material adverse effect on the results of
operations or financial condition of the Company, the Company can give
no assurance that such matters will not have a material adverse effect
on the results of operation or financial condition or that more
stringent environmental laws will not be enacted which could have a
material adverse effect on its results of operations or financial
condition.
In February 1997, the King Arthur division of Shelby Williams
Industries, Inc. 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
material, 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. Shelby Williams Industries, Inc. acquired certain assets of
King Arthur, Inc. in 1986. The Company believes, based on its present
knowledge, that the Company has valid defenses to the allegations in the
complaint, and that its liability, if any, is not material. The Company
has put its insurers on notice of the complaint.
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ACQUISITIONS
In June 1999, the Company acquired all of the common stock of
Shelby Williams Industries, Inc. and its subsidiaries ("Shelby
Williams") for a cash price of $137.1 million. Shelby Williams is a
leading manufacturer of contract seating for the commercial contract
furniture market. The Company used the purchase method of accounting to
record this acquisition. Accordingly, results of operations have been
included in the financial statements from the date of acquisition. The
purchase price was allocated to the assets and liabilities (on a
preliminary basis) based on estimated fair values at the date of
acquisition. This resulted in an excess of purchase price over assets
acquired of $99.2 million, which is being amortized on a straight line
basis over 40 years.
In March 1998, the Company acquired the stock of Howe Furniture
Corporation and its subsidiaries ("Howe") for $16.6 million in cash and
assumed $2.2 million in outstanding long-term obligations. Howe
specializes in the design, engineering and marketing of tables for the
contract office and hospitality markets. The Company used the purchase
method of accounting to record this acquisition. Accordingly, results
of operations have been included in the financial statements from the
date of acquisition. The excess of the purchase price over amounts
assigned to net tangible assets ($13.9 million) was recorded as
goodwill.
ITEM 2. PROPERTIES.
The following table provides information with respect to each of
the Company's manufacturing facilities:
BUILDING AREA
LOCATION (SQUARE FEET) PRODUCTS LEASE/OWNERSHIP TERMS
- --------------------------- ------------- ----------------------------- ----------------------------------
Domestic
St. Louis, Missouri 60,000 Principal executive offices. Leased, expiring in July 2015.
Morristown, Tennessee 744,000 Wood and metal chairs and Owned.
rattan/wicker products
Canton, Mississippi 406,000 Wood chairs Approximately 238,100 square
feet owned and 167,900 square
feet leased under certain
leases expiring from May
2000 to January 2009.
Newport, Tennessee 370,000 Table bases, table tops, Leased, (1) 300,000 square feet
millwork, casegoods, and expiring in December 2001, with
booths two five-year renewal options
and (2) 70,000 square feet
expiring in June 2001, with one
five-year renewal option.
Statesville, North Carolina 327,000 Wood and metal chairs Owned.
Belmont, Mississippi 227,000 Metal chairs and fiberglass Own 176,000 square feet in four
seating contiguous buildings; Lease
51,000 square feet expiring in
November 2003.
City of Industry, 179,000 Wood chairs, casegoods, and Leased, expiring in April 2006,
California fully upholstered seating with two five-year renewal
options.
Englewood, New Jersey 68,000 Wall coverings Leased, expiring December 2003,
with a 10 year renewal option.
Carlstadt, New Jersey 35,000 Wall coverings Leased, expiring April 2004.
Azusa, California 34,000 Fiberglass booths Leased, expiring in November 2002.
Foreign
Mimon, Czech Republic 700,000 Wood chairs Owned.
Zacatecas, Mexico 90,000 Wood chairs Owned.
Juarez, Mexico 51,000 Iron castings for table bases Owned.
Shenzhen, The Peoples 15,000 Table tops and millwork Leased, expiring July 31, 2000,
Republic of China with an annual renewal option.
Middelfart, Denmark 34,000 Tables and chairs Owned.
- 8 -
Management of the Company believes that its manufacturing and
warehousing facilities are in good condition, are adequately insured,
and are adequate for the purposes for which they are currently used.
The capacity of the Company's current facilities is considered to be
adequate to meet current needs and anticipated increases in sales volume
for the foreseeable future.
During calendar 1999, the Company closed manufacturing facilities
in Lewisville, Arkansas and Tijuana, Mexico, and the principal executive
offices of Shelby Williams in Chicago, Illinois.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is subject to legal proceedings and
other claims arising in the ordinary course of its business. The
Company maintains insurance coverage against potential claims in an
amount which it believes to be adequate. There are no material pending
legal proceedings, other than routine litigation incidental to the
business, to which the Company is a party or of which any of the
Company's property is the subject.
In April 1999, the Internal Revenue Service issued a proposed
adjustment regarding an accumulated earnings tax liability of Shelby
Williams in the aggregate amount of approximately $4.7 million for the
fiscal years 1995 through 1997. The Company is contesting the proposed
adjustment and has reviewed the position of the IRS and believes it is
highly unlikely that the IRS will succeed in sustaining either all or a
material portion of such an adjustment.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of stockholders during the
last quarter of the Company's fiscal year ended October 30, 1999.
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ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.
As of January 18, 2000, the Executive Officers of the Company are:
NAME POSITION AGE
------------------ ---------------------------------------------------------------------------- ---
Franklin A. Jacobs Chairman of the Board since 1971; President from 1957 to May 67
1981 and again from January 1984 to December 1995.
Darryl C. Rosser President and Chief Operating Officer since December 1995; 48
Executive Vice President-Operations from May 1995 to December 1995;
and Senior Vice President-Operations from December 1993 to May 1995.
Stephen E. Cohen Vice President - Sales and Marketing since August 1998; 31
Vice President - Sales from November 1996 to August 1998;
Vice President - Sales Western Region from October 1995 to November
1996; Vice President - Sales Midwestern Region from March 1995 to October
1995.
Michael J. Dreller Vice President-Finance and Chief Financial Officer, 37
Secretary and Treasurer since January 1996; Corporate Controller from
1993 to September 1995; prior to rejoining the Company, Vice President
and Chief Financial Officer of JDI Group, Inc., a distributor
of residential furniture, from September 1995 to December 1995.
Richard Hnatek Senior Vice President - Quality since September 1999 55
Senior Vice President - International Sales/New Chain Development
from August 1998 to September 1999; Senior Vice President - Sales from
December 1993 to August 1998.
Michael J. Kula Vice President - Corporate Technology & Development since 50
November 1998; Vice President - Operations from July 1996 to November
1998; prior to joining the Company, Senior Vice President- Operations of the
Gunlocke Company, a subsidiary of HON Industries, Inc. a manufacturer
of office furniture, from January 1994 to July 1996.
Jackson H. Spidell Vice President-Operations since November 1998; prior to joining 44
the Company, Director of West Michigan Manufacturing
Operations - Herman Miller, Inc., a manufacturer of office furniture,
for more than the last five years.
Each officer is elected annually by the Board of Directors.
- ----------
This information is included in PART I as a separate item in
accordance with General Instruction G of Form 10-K under the
Securities Exchange Act of 1934.
- 10 -
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Principal Market
The Company's common stock, par value $.02 per share, is listed on
the New York Stock Exchange under the symbol FCP.
(b) Stock Price and Dividend Information
The following table sets forth the high and low closing sales
prices per share for the Company's common stock and dividends paid
per share for the periods indicated.
MARKET PRICE
------------------------ DIVIDENDS
HIGH LOW PER SHARE
------ ------ ---------
Year ended October 30, 1999:
First Quarter $12.75 $10.13 $.04
Second Quarter 11.25 7.13 .04
Third Quarter 11.56 8.00 .00
Fourth Quarter 10.50 8.00 .00
Year ended October 31, 1998:
First Quarter $15.56 $13.56 $.04
Second Quarter 13.68 12.88 .04
Third Quarter 13.50 12.12 .04
Fourth Quarter 13.13 10.00 .04
Under the terms of the Company's Senior Secured Credit Facility
and the Indenture, as amended, pursuant to which the Company's
11-3/8% Senior Subordinated Notes due June 15, 2009, Series B,
have been issued, (the "Indenture"), the Company must comply with
certain covenants including, but not limited to, those related to
the payment of dividends and the maintenance of specific ratios.
Accordingly, the payment of future dividends will be subject to
the Company's compliance with these covenants and, assuming such
compliance, will be at the discretion of the Board of Directors.
(c) Approximate Number of Holders of Common Stock
The approximate number of holders of record of the Company's
common stock as of January 18, 2000, was 764.
(d) Recent Sales of Unregistered Securities
Concurrently with entering into the Senior Secured Credit
Facility, the Company issued $100.0 million of its 11-3/8% Senior
Subordinated Notes due June 15, 2009, Series A (the "Series A
Notes") to certain qualified institutional buyers based on the
exemptions from registration contained in Section 4 (2) of Rule
144A, promulgated under the Securities Act of 1933, as amended.
The proceeds from the issuance of the Series A Notes were used in
conjunction with the Senior Secured Credit Facility to finance the
Company's acquisition of Shelby Williams along with the fees and
expenses associated with the acquisition. On August 30, 1999, the
Company completed its offer to exchange its 11-3/8% Senior
Subordinated Notes due June 15, 2009, Series B (the "Series B
Notes") for its outstanding Series A Notes (the "Exchange Offer").
The terms of the Series B Notes are the same as the Series A
Notes, except that the Series B Notes have been registered under
the Securities Act of 1933, as amended, and the holders of the
Series B Notes are not entitled to any exchange or registration
rights with respect thereto. All of the outstanding Series A
Notes were exchanged for Series B Notes pursuant to the Exchange
Offer.
The Company issued 316,400 shares of common stock, (the 316,400
issued shares are hereafter referred to as the "Acquisition
Shares") in connection with its acquisition of the assets of The
Chair Source from The T.L. Spriggs Corporation. The Company
believes that the value of the acquired assets is commensurate
with the total value of the Acquisition Shares, which were valued
at approximately $4.35 million as of the acquisition date, October
28, 1996. The Acquisition Shares were exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D promulgated thereunder.
- 11 -
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data contained in the Registrant's Annual
Report for the fiscal year ended on October 30, 1999 (the "1999 Annual
Report") is incorporated herein by reference and contained herein as
Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The information contained under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the 1999 Annual Report is incorporated herein by
reference and contained herein as Exhibit 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements together with the notes
thereto and the report of independent public accountants (as set forth
in Part IV, Item 14 (a) (1)) in the 1999 Annual Report are incorporated
herein by reference. The financial data contained under the caption
"Quarterly Financial Information" in the 1999 Annual Report is also
incorporated herein by reference and contained herein as Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained under the caption "INFORMATION ABOUT THE
NOMINEES" in the Registrant's Proxy Statement for the 2000 Annual
Meeting of Stockholders to be held March 16, 2000 (the "Proxy
Statement"), is incorporated herein by reference.
Information regarding executive officers of the Company is
contained in Part I, Item 4A hereof under the caption "Executive
Officers of the Registrant."
ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION.
The information contained under the captions "COMPENSATION OF
DIRECTORS", "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION", "EXECUTIVE COMPENSATION", "PENSION PLAN TABLE" and
"INFORMATION AS TO STOCK OPTIONS" in the Proxy Statement is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information contained under the captions "VOTING SECURITIES,
PRINCIPAL HOLDERS THEREOF AND CUMULATIVE VOTING RIGHTS" and "SECURITY
OWNERSHIP OF MANAGEMENT" in the Proxy Statement is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "TRANSACTIONS WITH
ISSUER AND OTHERS" in the Proxy Statement is incorporated herein by
reference.
- 12 -
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.
(a) 1. Financial Statements
The following Consolidated Financial Statements of the Company
included in the 1999 Annual Report are incorporated by reference in Part
II, Item 8:
ANNUAL REPORT
PAGE REFERENCE
--------------
Consolidated Statements of Earnings for the years ended October 30, 1999,
October 31, 1998, and November 1, 1997 19
Consolidated Balance Sheets as of October 30, 1999, and October 31, 1998 20
Consolidated Statements of Stockholders' Equity for the years ended October 30,
1999, October 31, 1998, and November 1, 1997 21
Consolidated Statements of Cash Flows for the years ended October 30, 1999,
October 31, 1998, and November 1, 1997 22
Notes to Consolidated Financial Statements 23
Report of Independent Public Accountants 31
(a) 2. Financial Statement Schedules
Report of Independent Public Accountants
The following financial statement schedules are included in
Item 14 on pages 15-20 of this Report:
Schedule I-Guarantor and Non-guarantor financial statements
for the years ended October 30, 1999, October 31, 1998, and
November 1, 1997
Schedule II-Valuation and Qualifying Accounts for the years
ended October 30, 1999, October 31, 1998, and November 1,
1997
(a) 3. Exhibits:
See Exhibit Index on pages 22 through 23 of this Report.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during the
fourth quarter of the fiscal year ended October 30, 1999.
- 13 -
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
TO FALCON PRODUCTS, INC.:
We have audited in accordance with generally accepted auditing
standards, the financial statements included in Falcon Products, Inc.
1999 Annual Report to Stockholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated December 15, 1999.
Our audit was made for the purpose of forming an opinion on those
financial statements taken as a whole. Schedule I and Schedule II
included in this Form 10-K are presented for purposes of complying with
the Securities and Exchange Commission's rules and are not part of the
basic financial statements. These schedules have been subjected to the
auditing procedures applied in our audit of the basic financial
statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
/s/ARTHUR ANDERSEN LLP
St. Louis, Missouri,
December 15, 1999
- 14 -
FALCON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS
OCTOBER 30, 1999, OCTOBER 31, 1998 AND NOVEMBER 1, 1997
Falcon Products, Inc.
Consolidating Statement of Earnings
For the Year Ended October 30, 1999
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Net sales $212,668 $22,008 $(12,181) $222,495
Cost of sales, including nonrecurring items 156,832 19,341 (12,181) 163,992
Special and nonrecurring items 10,500 - - 10,500
Selling, general and administrative 37,684 1,605 - 39,289
-------- ------- -------- --------
Operating profit 7,652 1,062 - 8,714
Minority interest in consolidated subsidiary (24) - - (24)
Interest expense 7,189 92 - 7,281
-------- ------- -------- --------
Net earnings before income taxes 487 970 - 1,457
Income tax expense 569 304 - 873
-------- ------- -------- --------
Net earnings $ (82) $ 666 $ - $ 584
======== ======= ======== ========
Falcon Products, Inc.
Consolidating Statement of Earnings
For the Year Ended October 31, 1998
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Net sales $135,742 $20,665 $(12,981) $143,426
Cost of sales, including nonrecurring items 97,801 18,247 (12,981) 103,067
Special and nonrecurring items 271 - - 271
Selling, general and administrative 27,225 2,257 - 29,482
-------- ------- -------- --------
Operating profit 10,445 161 - 10,606
Minority interest in consolidated subsidiary (64) - - (64)
Interest expense 546 73 - 619
-------- ------- -------- --------
Net earnings before income taxes 9,963 88 - 10,051
Income tax expense 3,668 33 - 3,701
-------- ------- -------- --------
Net earnings $ 6,295 $ 55 $ - $ 6,350
======== ======= ======== ========
Falcon Products, Inc.
Consolidating Statement of Earnings
For the Year Ended November 1, 1997
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Net sales $109,105 $13,917 $(10,012) $113,010
Cost of sales, including nonrecurring items 76,003 13,516 (10,012) 79,507
Special and nonrecurring items 3,700 - 3,700
Selling, general and administrative 21,797 247 -- 22,044
-------- ------- -------- --------
Operating profit 7,605 154 -- 7,759
Minority interest in consolidated subsidiary (47) - -- (47)
Interest expense (income) (293) 154 -- (139)
-------- ------- -------- --------
Net earnings before income taxes 7,945 -- -- 7,945
Income tax expense 3,019 -- -- 3,019
-------- ------- -------- --------
Net earnings from continuing operations $ 4,926 $ -- $ -- $ 4,926
======== ======= ======== ========
- 15 -
FALCON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS
OCTOBER 30, 1999, OCTOBER 31, 1998 AND NOVEMBER 1, 1997
Falcon Products, Inc.
Consolidating Balance Sheet
October 30, 1999
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Assets
Cash and cash equivalents $ 899 $ 1,979 $ - $ 2,878
Accounts receivable 45,507 2,226 - 47,733
Inventory 44,436 4,642 - 49,078
Other assets 4,200 880 - 5,080
-------- ------- -------- --------
Total current assets 95,042 9,727 - 104,769
Property plant and equipment, net 35,089 13,752 - 48,841
Investment in subsidiaries 10,604 - (10,604) -
Intangibles and other assets 138,596 - - 138,596
-------- ------- -------- --------
Total assets $279,331 $23,479 $(10,604) $292,206
======== ======= ======== ========
Liabilities and Stockholders' Equity
Current liabilities $ 53,355 $ 4,615 $ - $ 57,970
Long-term debt 160,222 1,841 - 162,063
Other long-term liabilities 2,872 - - 2,872
Intercompany payable (receivable) (6,419) 6,419 - -
-------- ------- -------- --------
Total liabilities 210,030 12,875 - 222,905
-------- ------- -------- --------
Stockholders' equity
Common stock 198 9,144 (9,144) 198
Additional paid-in capital 47,376 1,015 (1,015) 47,376
Treasury stock (15,455) - - (15,455)
Cumulative translation adjustment (221) - - (221)
Retained earnings 37,403 445 (445) 37,403
-------- ------- -------- --------
Total stockholders' equity 69,301 10,604 (10,604) 69,301
-------- ------- -------- --------
Total liabilities and stockholders' equity $279,331 $23,479 $(10,604) $292,206
======== ======= ======== ========
- 16 -
FALCON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS
OCTOBER 30, 1999, OCTOBER 31, 1998 AND NOVEMBER 1, 1997
Falcon Products, Inc.
Consolidating Balance Sheet
October 30, 1998
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Cash and cash equivalents $ 3,666 $ 1,520 $ - $ 5,186
Accounts receivable 20,472 2,211 - 22,683
Inventories 20,922 3,955 - 24,877
Other current assets 2,760 321 - 3,081
-------- ------- ------- --------
Total current assets 47,820 8,007 - 55,827
Property plant and equipment, net 18,362 9,136 - 27,498
Investment in subsidiaries 7,150 - (7,150) -
Intangibles and other assets 28,649 - - 28,649
-------- ------- ------- --------
Total assets $101,981 $17,143 $(7,150) $111,974
======== ======= ======= ========
Liabilities and Stockholders' Equity
Current liabilities $ 16,143 $ 3,928 $ - $ 20,071
Long-term debt 17,208 - - 17,208
Other long-term liabilities 2,749 - - 2,749
Intercompany payable (receivable) (6,065) 6,065 - -
-------- ------- ------- --------
Total liabilities 30,035 9,993 - 40,028
-------- ------- ------- --------
Stockholders' equity
Common stock 198 6,446 (6,446) 198
Additional paid-in capital 47,376 925 (925) 47,376
Treasury stock (13,557) - - (13,557)
Cumulative translation adjustment (19) - - (19)
Retained earnings 37,948 (221) 221 37,948
-------- ------- ------- --------
Total stockholders' equity 71,946 7,150 (7,150) 71,946
-------- ------- ------- --------
Total liabilities and stockholders' equity $101,981 $17,143 $(7,150) $111,974
======== ======= ======= ========
- 17 -
FALCON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS
OCTOBER 30, 1999, OCTOBER 31, 1998 AND NOVEMBER 1, 1997
Falcon Products, Inc.
Consolidating Statement of Cash Flows
For the Year Ended October 30, 1999
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Net cash provided by operating activities $ 4,230 $ 726 $ - - $ 4,956
Cash flows used in investing activities
Acquisition, net of cash (136,870) (231) - - (137,101)
Capital expenditures, net (4,368) (1,877) - - (6,245)
--------- ------- ------- ---------
Net cash used in investing activities (141,238) (2,108) - - (143,346)
Cash flows used in financing activities
Common stock issuance 700 -- - - 700
Treasury stock purchases (3,017) -- - - (3,017)
Cash dividends (710) -- - - (710)
Additions to long-term debt, net 143,850 1,841 - - 145,691
Debt issuance costs (6,582) -- - - (6,582)
--------- ------- ------- ---------
Net cash provided by financing activities 134,241 1,841 - - 136,082
--------- ------- ------- ---------
Net change in cash and cash equivalents $ (2,767) $ 459 $ - - $ (2,308)
========= ======= ======= =========
Falcon Products, Inc.
Consolidating Statement of Cash Flows
For the Year Ended October 31, 1998
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Net cash provided by (used in)
operating activities $ (785) $1,079 $ - $ 294
Cash flows used in investing activities
Acquisition, net of cash (16,457) 495 - (15,962)
Capital expenditures, net (845) (579) - (1,424)
-------- ------ ----- --------
Net cash used in investing activities (17,302) (84) - (17,386)
Cash flows used in financing activities
Common stock issuance 137 - - 137
Treasury stock purchases (7,473) - - (7,473)
Cash dividends (1,457) - - (1,457)
Additions to long-term debt, net 14,777 - - 14,777
-------- ------ ----- --------
Net cash provided by financing activities 5,984 - - 5,984
-------- ------ ----- --------
Net change in cash and cash equivalents $(12,103) $ 995 $ - $(11,108)
======== ====== ===== ========
- 18 -
FALCON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS
OCTOBER 30, 1999, OCTOBER 31, 1998 AND NOVEMBER 1, 1997
Falcon Products, Inc.
Consolidating Statement of Cash Flows
For the Year Ended November 1, 1997
Total Total
Guarantor Non-Guarantor Eliminations Total
--------- ------------- ------------ -----
Net cash provided by (used in)
operating activities $ 4,848 $(1,586) $ - $ 3,262
Cash flows used in investing activities
Proceeds from the sale of discontinued
operations 17,711 -- - 17,711
Capital expenditures, net (3,807) -- - (3,807)
------- ------- ----- -------
Net cash provided by investing activities 13,904 -- - 13,904
Cash flows used in financing activities
Common stock issuance (114) 1,689 - 1,575
Treasury stock purchases (7,202) -- - (7,202)
Cash dividends (1,348) -- - (1,348)
Additions to long-term debt, net 389 -- - 389
------- ------- ----- -------
Net cash provided by (used in)
financing activities (8,275) 1,689 - (6,586)
------- ------- ----- -------
Net change in cash and cash equivalents $10,477 $ 103 $ - $10,580
======= ======= ===== =======
- 19 -
FALCON PRODUCTS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
OCTOBER 30, 1999, OCTOBER 31, 1998, AND NOVEMBER 1, 1997
ADDITIONS
BALANCE CHARGED ACQUISITIONS
AT TO COSTS FROM DEDUCTIONS BALANCE
BEGINNING AND ACQUIRED FROM AT END OF
(IN THOUSANDS) OF PERIOD EXPENSES COMPANIES RESERVES PERIOD
- -------------- --------- --------- ------------ ---------- ---------
Allowance for doubtful accounts
and anticipated returns:
Year ended October 30, 1999 $672 $324 $918 $562 $1,352
==== ==== ==== ==== ======
Year ended October 31, 1998 $337 $824 $317 $806 $672
==== ==== ==== ==== ======
Year ended November 1, 1997 $392 $710 $ -- $765 $337
==== ==== ==== ==== ======
- ---------
Accounts charged off less recoveries and returns.
ADDITIONS
BALANCE CHARGED ACQUISITIONS
AT TO COSTS FROM DEDUCTIONS BALANCE
BEGINNING AND ACQUIRED FROM AT END OF
(IN THOUSANDS) OF PERIOD EXPENSES COMPANIES RESERVES PERIOD
- -------------- --------- --------- ------------ ---------- ---------
1997 Plant Consolidation Reserve:
Year ended October 30, 1999 $ -- $ -- $ -- $ -- $ --
====== ====== ==== ====== ======
Year ended October 31, 1998 $2,091 $ (440) $ -- $1,651 $ --
====== ====== ==== ====== ======
Year ended November 1, 1997 $ -- $3,700 $ -- $1,609 $2,091
====== ====== ==== ====== ======
- ---------
Adjustment of estimate
ADDITIONS
BALANCE CHARGED ACQUISITIONS
AT TO COSTS FROM DEDUCTIONS BALANCE
BEGINNING AND ACQUIRED FROM AT END OF
(IN THOUSANDS) OF PERIOD EXPENSES COMPANIES RESERVES PERIOD
- -------------- --------- --------- ------------ ---------- ---------
1998 Special and Nonrecurring
Item Reserve:
Year ended October 30, 1999 $410 $ -- $-- $ 410 $ --
==== ====== === ====== ====
Year ended October 31, 1998 $ -- $4,650 $-- $4,240 $410
==== ====== === ====== ====
Year ended November 1, 1997 $ -- $ -- $-- $ -- $ --
==== ====== === ====== ====
ADDITIONS
BALANCE CHARGED ACQUISITIONS
AT TO COSTS FROM DEDUCTIONS BALANCE
BEGINNING AND ACQUIRED FROM AT END OF
(IN THOUSANDS) OF PERIOD EXPENSES COMPANIES RESERVES PERIOD
- -------------- --------- --------- ------------ ---------- ---------
1999 Special and Nonrecurring
Item Reserve:
Year ended October 30, 1999 $-- $14,000 $-- $12,434 $1,566
=== ======= === ======= ======
Year ended October 31, 1998 $-- $ -- $-- $ -- $ --
=== ======= === ======= ======
Year ended November 1, 1997 $-- $ -- $-- $ -- $ --
=== ======= === ======= ======
- 20 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FALCON PRODUCTS, INC.
Date: January 26, 2000 By /s/ Franklin A. Jacobs
-----------------------------------
Franklin A. Jacobs,
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Falcon Products, Inc.,
hereby severally and individually constitute and appoint Franklin A.
Jacobs and Michael J. Dreller, and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any
and all amendments to this Annual Report on Form 10-K and all
instruments necessary or advisable in connection therewith and to file
the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the others
and to have full power and authority to do and perform in the name and
on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and
purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our
said attorneys and agents or each of them to any and all such amendments
and instruments.
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 Company and in the capacities and on the dates indicated:
Date: January 26, 2000 /s/ Franklin A. Jacobs
--------------------------------------------
Franklin A. Jacobs,
Chairman of the Board,
Chief Executive Officer
And Director
(Principal Executive Officer)
Date: January 26, 2000 /s/ Michael J. Dreller
--------------------------------------------
Michael J. Dreller,
Vice President, Chief Financial
Officer, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
Date: January 26, 2000 /s/ Raynor E. Baldwin
--------------------------------------------
Raynor E. Baldwin, Director
Date: January 26, 2000 /s/ Melvin F. Brown
--------------------------------------------
Melvin F. Brown, Director
Date: January 26, 2000 /s/ Donald P. Gallop
--------------------------------------------
Donald P. Gallop, Director
Date: January 26, 2000 /s/ James L. Hoagland
--------------------------------------------
James L. Hoagland, Director
Date: January 26, 2000 /s/ S. Lee Kling
--------------------------------------------
S. Lee Kling, Director
Date: January 26, 2000 /s/ Lee M. Liberman
--------------------------------------------
Lee M. Liberman, Director
Date: January 26, 2000 /s/ Darryl C. Rosser
--------------------------------------------
Darryl C. Rosser, Director
Date: January 26, 2000 /s/ James Schneider
--------------------------------------------
James Schneider, Director
- 21 -
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ ---------------------------------------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of May 5, 1999 among the Registrant, SY
Acquisition, Inc. ("Purchaser") and Shelby Williams Industries, Inc. (the "Merger
Agreement") filed as Exhibit (c) (1) to the Schedule 14D-1/Schedule 13D filed May
12, 1999, by Purchaser and Registrant (the "Schedule") and incorporated herein by this
reference.
2.2 Supplement to the Merger Agreement dated May 5, 1999 filed as Exhibit (c) (2) of the
Schedule, and incorporated herein by this reference.
3.1 Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 27, 1996 (the "April 27, 1996 10-Q").
3.2 Restated Bylaws, filed as Exhibit 3.2 to the April 27, 1996 10-Q.
3.3 Amendment to Restated Bylaws, effective January 16, 1997, filed as Exhibit 3.3
to the Company's Annual Report on Form 10-K for the year ended November 2, 1996.
4.1 Form of Stock Certificate for Common Stock, incorporated herein by
reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1,
Reg. No. 33-61706.
4.2 Indenture, dated as of June 17, 1999, by and among the Company, the Bank of New York
and the guarantors named therein, incorporated herein by reference to Exhibit 4.2 of
the Company's Registration Statement on Form S-4 (File No. 333-83207).
4.3 Supplemental Indenture, dated as of June 18, 1999, by and among Shelby
Williams Industries, Inc. Sellers & Josephson, Inc., Madison Furniture
Industries, Inc., the Company, the guarantors named therein and the Bank of New York,
incorporated herein by reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-4 (File No. 333-83207).
4.4 Form of 11-3/8% Senior Subordinated Note due 2009, Series B, incorporated
herein by reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-4 (File No. 333-83207).
4.5 A/B Exchange Registration Rights Agreement, dated as of June 17, 1999, by
and among the Company, the guarantors named therein, and Donaldson,
Lufkin & Jenrette Securities Corporation, incorporated herein by reference to
Exhibit 4.5 of the Company's Registration Statement on Form S-4 (File No.
333-83207).
10.1 Credit Agreement, dated as of June 17, 1999, of the Company, incorporated herein by
reference to Exhibit 10.18 of the Company's Registration Statement on Form S-4 (File
No. 333-83207).
10.2 Lease Agreement dated February 1, 1980, between Lafayette County,
Arkansas and the Company, incorporated herein by reference to Exhibit 10(e)
to the Company's Annual Report on Form 10-K for the year ended
October 31, 1980 (the "1980 10-K").
10.3 Assignment and Assumption Agreement dated January 30, 1980, and the lease
thereunder, incorporated herein by reference to Exhibit 10(g) to 1980 10-K.
10.4 Lease Agreement dated as of June 1, 1988, among Burley Builders, Inc. and
Tennessee Tobacco Sales, Incorporated, as lessors, and the Company, as lessee,
incorporated herein by reference to Exhibit 10(m) to the Company's Annual
Report on Form 10-K for the year ended October 29, 1988.
10.5 First Amendment to Lease Agreement dated as of November 21, 1991, among
Burley Builders, Inc. and Tennessee Tobacco Sales, Incorporated, as lessors,
and the Company, as lessee, incorporated herein by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the year ended November 2,
1991 (the "1991 10-K").
10.6 Falcon Products, Inc. 1981 Employee Incentive Stock Option Plan ("ISOP"),
incorporated herein by reference to Exhibit 4(h) to the Company's Registration
Statement on Form S-8, Reg. No. 33-15698.
10.7 Form of Stock Option Agreement dated June 9, 1986, regarding options issued
to Directors, incorporated herein by reference to Exhibit 10(i) to the Company's
Annual Report on Form 10-K for the year ended November 1, 1986 (the "1986 10-K").
- 22 -
10.8 Stock Option Agreement dated June 9, 1986, regarding options issued to
Franklin A. Jacobs, incorporated herein by reference to Exhibit 10(i) to the
1986 10-K.
10.9 First Amendment to the ISOP, adopted June 16, 1987, incorporated herein
by reference to Exhibit 10(1) to the Company's Annual Report on Form 10-K
for the year ended October 31, 1987.
10.10 Falcon Products, Inc. Amended and Restated 1991 Stock Option Plan, incorporated
herein by reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-8, Reg. No. 33-46997.
10.11 Falcon Products, Inc. Amended and Restated Stock Purchase Plan, incorporated
herein by reference to Exhibit 10.15 to 1991 10-K.
10.12 Minutes of Meeting of Board of Directors of the Company dated March 14, 1991
(the "Non-Employee Director Plan"), incorporated herein by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-8, Reg. No. 33-46998.
10.13 Debt Agreement dated August 3, 1992 (the "Debt Agreement"), between the
Company and Boatmen's Bank ("Boatmen's") entered into with respect to a
$10,000,000 revolving line of credit from Boatmen's to the Company, incorporated
herein by reference to Exhibit 10.15 to the Company's Annual Report on
Form 10-K for the year ended October 31, 1992 (the "1992 10-K").
10.14 Minutes of Meeting of Board of Directors of the Company dated September 15,
1992, amending the Non-Employee Director Plan, incorporated herein by reference
to Exhibit 10.17 to the 1992 10-K.
10.15 Amendment to the Falcon Products, Inc. Amended and Restated 1991 Stock Option
Plan incorporated herein by reference to Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the year ended October 30, 1993 (the "1993 10-K").
10.16 Amendment to the Debt Agreement dated as of September 24, 1993, incorporated
herein by reference to Exhibit 10.20 to the 1993 10-K.
10.17 Second Amendment to the Debt Agreement dated as of August 30, 1994, incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K
for the year ended October 29, 1994 (the "1994 10-K").
10.18 Third Amendment to the Debt Agreement dated as of September 8, 1994, incorporated
herein by reference to Exhibit 10.22 to the 1994 10-K.
10.19 Amendment No. 2 to the Falcon Products, Inc. Amended and Restated 1991 Stock
Option Plan, incorporated herein by reference to Exhibit 10.23 to the 1994 10-K.
10.20 Amendment to the Non-Employee Director Stock Option Plan, incorporated herein by
reference to Exhibit 10.26 to the April 27, 1996 10-Q.
10.21 Falcon Products, Inc. Employee Stock Purchase Plan, incorporated herein by
reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year
ended November 1, 1997 (the "1997 10-K").
10.22 Falcon Products, Inc. Non-Employee Directors' Deferred Compensation Plan,
incorporated herein by reference to Exhibit 10.28 to the 1997 10-K.
13 Selected Portions of the Annual Report to Stockholders for the year ended October
30, 1999, filed herewith.
21 Subsidiaries of the Company, filed herewith.
23 Consent of Independent Public Accountants, filed herewith.
24 Power of Attorney (included on Signature Page hereto).
27 Financial Data Schedule (filed in EDGAR version only).
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Management contract or compensatory plan or arrangement
required to be filed pursuant to Item 14(c) of Form 10-K.
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