-----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, MUOpofolAmz9qUwtMr33rBefvnPs0l4Uy7Xlu00ozruNUGofpb0PuJLu/2tWjEBH BF5qykbqxZg+4Jv/06G66g== 0000950109-98-005148.txt : 19981118 0000950109-98-005148.hdr.sgml : 19981118 ACCESSION NUMBER: 0000950109-98-005148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981030 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROWE FURNITURE CORP CENTRAL INDEX KEY: 0000085417 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 540458563 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10226 FILM NUMBER: 98752560 BUSINESS ADDRESS: STREET 1: 239 ROWAN ST CITY: SALEM STATE: VA ZIP: 24153 BUSINESS PHONE: 5403898671 MAIL ADDRESS: STREET 1: 239 ROWAN STREET CITY: SALEM STATE: VA ZIP: 24152 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Report): October 31, 1998 ---------------- Rowe Furniture Corporation - -------------------------------------------------------------------------------- (exact name of registrant as specified in its charter) Nevada 1-10226 54-0458563 - -------------------------------------------------------------------------------- State or other (Commission (IRS Employer jurisdiction of File Number) Identification Number) 239 Rowan Street, Salem, Virginia 24153 - -------------------------------------------------------------------------------- (Address of principal executive offices Zip Code) Registrant's telephone number, including area code: 540-389-8671 ------------ None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 2 ITEMS OF INFORMATION --------------------- Item 2. Acquisition or Disposition of Assets On October 31, 1998, Rowe Furniture Corporation (the "Company") completed its acquisition of The Mitchell Gold Co., Inc. ("MGC") pursuant to the Stock Purchase Agreement, dated September 25, 1998, among the Company, MGC, and the two stockholders of MGC, Mitchell S. Gold and Robert T. Williams, Jr (the "Agreement"). The acquisition was effected through the purchase by the Company of all the issued and outstanding shares of the capital stock of MGC from Mr. Gold and Mr. Williams in exchange for a purchase price consisting of (i) an initial payment of $13 million, comprised of (1) $10 million in cash and (2) $3 million in convertible debentures, (ii) an interim earn-out amount, if earned, of $5 million and (iii) a long-term earn-out amount, if earned, up to a maximum of $19 million if the interim earn-out is not earned, and up to a maximum of $14 million if the interim earn-out is earned. The interim earn-out is based upon the financial performance of MGC during the two year period ending April 30, 2000. The long term earn-out is based upon the financial performance of MGC over a four year period ending November 30, 2002 and November 30, 2003, respectively. The Agreement was included as an exhibit to the Company's Current Report on Form 8-K filed on October 7, 1998. The Company funded the $10 million cash portion of the initial payment by drawing upon an existing line of credit in the ordinary course of business from its commercial bank facility. MGC, a manufacturer of upholstered furniture, is now operated as a wholly owned subsidiary of the Company. Item 7. Financial Statements and Exhibits (1) Financial Statements of businesses acquired. The financial statements required by this item will be filed with an amendment to this Form 8-K on or before January 14, 1999. (2) Pro forma financial information. The pro forma financial information required by this item will be filed with an amendment to this Form 8-K on or before January 14, 1999. Page 2 of 2 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. ROWE FURNITURE CORPORATION -------------------------- Registrant Date: 11-16-98 /s/Arthur H. Dunkin -------- -------------------------- Arthur H. Dunkin Secretary-Treasurer Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----