SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2003
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FLEXSTEEL INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 000-05151 42-0442319
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
3400 Jackson Street Dubuque, Iowa 52004-0877
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code:
(563) 556-7730
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This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed
by Flexsteel Industries, Inc. with the Commission on October 2, 2003 ("Original
Report") to correct certain typographical errors in Item 2 of the Original
Report. Item 2 of the Original Report is hereby amended and restated in its
entirety as follows:
Item 2. Acquisition or Disposition of Assets.
On September 17, 2003, the initial offering period for the tender
offer by Flexsteel Industries, Inc., a Minnesota corporation ("Flexsteel"),
through its wholly owned subsidiary, Churchill Acquisition Corp., a Delaware
corporation, for all of the outstanding shares of common stock of DMI
Furniture, Inc., a Delaware corporation ("DMI"), for $3.30 in cash per share,
expired. The tender offer was made pursuant to an Agreement and Plan of Merger,
by and among Flexsteel, Churchill Acquisition Corp. and DMI, dated as of August
12, 2003 (the "Merger Agreement"). A copy of the Merger Agreement is filed as
Exhibit 2.1 to this Current Report. The details of the tender offer were
disclosed in a Tender Offer Statement on Schedule TO, filed with the Securities
and Exchange Commission on August 20, 2003 and subsequently amended. On
September 18, 2003, Churchill Acquisition Corp. accepted all validly tendered
shares and commenced a subsequent offering period to acquire any remaining
shares of DMI common stock. The subsequent offering period expired on October
1, 2003. Churchill Acquisition Corp. acquired a total of 4,737,372 shares of
DMI common stock, representing approximately 93.6% of the outstanding shares,
pursuant to the tender offer.
On October 1, 2003, Flexsteel completed a short-form merger of
Churchill Acquisition Corp. with and into DMI. As a result of the merger, all
remaining stockholders of DMI will receive $3.30 per share in cash, without
interest, other than stockholders who properly exercise dissenters' rights
under applicable state law.
Approximately $17 million was required to purchase all of the
outstanding shares of DMI common stock pursuant to the tender offer and the
merger. Flexsteel used generally available corporate funds to provide Churchill
Acquisition Corp. with all funds used by it for the acquisition of DMI.
DMI is a Louisville, Kentucky based vertically integrated
manufacturer, importer, and marketer of residential and commercial office
furniture with four manufacturing plants and warehouses in Indiana and
manufacturing sources in Asia and South America. Flexsteel currently intends to
devote the DMI assets to the continuation of the business operations of DMI,
substantially as they were conducted prior to the completion of the merger.
SIGNATURES
Pursuant to the requirement 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.
FLEXSTEEL INDUSTRIES, INC.
(Registrant)
/s/Timothy E. Hall
October 2, 2003 _________________________
Timothy E. Hall
Treasurer