Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 18 103K
2: EX-1 Offer to Purchase 38 223K
3: EX-2 Letter of Transmittal 13 61K
4: EX-3 Agreement & Plan of Merger 45 204K
5: EX-4 Page 11 of the Proxy Statement 1 6K
6: EX-5 Letter to Stockholders 2± 10K
7: EX-6 Press Release 2 14K
8: EX-7 Opinion of Lazard Freres 2 14K
9: EX-8 Stockholder Agreement 12 45K
10: EX-9 Stockholder Agreement 12 45K
11: EX-10 Stockholder Agreement 12 44K
12: EX-11 Confidentiality Agreement 3 14K
13: EX-12 Supplement to Merger Agreement 2 12K
EX-11 — Confidentiality Agreement
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EXHIBIT 11
Confidentiality Agreement dated April 22, 1999 between Shelby Williams
Industries, Inc. ("Shelby Williams") and Falcon Products, Inc. ("Falcon"). As
used in this Agreement, the party disclosing Evaluation Material (as defined
Herein) is referred to as the "Disclosing Party" and the party receiving
Evaluation Material is referred to as the "Recipient."
The parties to this Agreement have requested certain non-public information
regarding each other in connection with a possible transaction between them. As
a condition to furnishing such information, each of the parties hereto is
requiring that the other party agree, as set forth below, to treat
confidentially such information and any other information that may be furnished
by it hereunder, whether furnished before or after the date of this letter
(collectively, the "Evaluation Material").
The Recipient agrees not to use any of the Disclosing Party's Evaluation
Material in any way for any purpose other than in connection with the purposes
for which such material has been provided. The Recipient agrees that such
Evaluation Material will not be used for competitive purposes or to obtain any
commercial advantage with respect to the Disclosing Party, and that such
information will be kept confidential by the Recipient; provided, however, that
any of such information may be disclosed to such of the Recipient's directors,
officers, employees, representatives, affiliates (as defined in Rule 405 under
the Securities Act of 1933, "Affiliates") and other agents (collectively, the
"Agents") who need to know such information (it being understood that such
Agents shall be informed by the Recipient of the confidential nature of such
information, shall be directed by the Recipient to treat such information
confidentially and shall be informed that by receiving such information they are
agreeing to be bound by this agreement).
In the event that the Recipient or its Agents should be requested or
required (by oral questions, interrogatories, requests for information or
documents subpoena, Civil Investigative Demand or similar process) to disclose
any information supplied to it in the course of its dealing with the Disclosing
Party, it is agreed that, unless prohibited by law, the Recipient will provide
the Disclosing Party with prompt notice of any such request, so that the
Disclosing Party may seek an appropriate protective order and/or waive the
Recipient's compliance with the provisions of this agreement. It is further
agreed that if, in the absence of a protective order or the receipt of a waiver
hereunder, the Recipient is nonetheless, in the opinion of counsel, compelled to
disclose information concerning the Disclosing Party to any tribunal, or else to
be liable for contempt or suffer other censure or
penalty, the Recipient or its Agents may disclose such information to such
tribunal without liability hereunder, provided, however, that the Recipient give
the Disclosing Party advance written notice of the information to be disclosed
as far in advance of its disclosure as is practical and, at the Disclosing
Party's request, seek to obtain assurances that it will be accorded confidential
treatment.
Upon the Disclosing Party's request, the Recipient will promptly deliver to
the Disclosing Party the Evaluation Material and will promptly destroy all
memoranda, notes, and other writings prepared by the Recipient or its Agents
based thereon.
The term "Evaluation Material" does not include information which (i)
becomes generally available to the public other than as a result of a disclosure
by the Recipient or its Agents, (ii) was available to the Recipient on a non-
confidential basis prior to its disclosure to the Recipient by the Disclosing
Party, or (iii) becomes available to the Recipient on a non-confidential basis
from a source other than the Disclosing Party, provided that such source is not
known to you to be bound by a confidentiality agreement with the Disclosing
Party.
Without the other party to this Agreement's prior written consent, neither
party will, and will direct its Agents not to, disclose to any person either the
fact that discussions or negotiations are taking place concerning a possible
transaction between the parties, or any of the terms, conditions or other facts
with respect to any such possible transaction, including the timing or status
thereof. The term "person" as used in this letter shall be broadly interpreted
to include, without limitation, any corporation, company, partnership or
individual.
Although each party understands that the other party will endeavor to
include in the Evaluation Material information which it believes to be relevant
for the purpose of such other party's investigation, each party understands that
neither party makes any representation or warranty as to the accuracy or
completeness of the Evaluation Material or any other information which it shall
furnish to the other party orally or in writing. Each party agrees that the
other party shall have no liability resulting from the use of the Evaluation
Material.
It is understood and agreed that no failure or delay by either party hereto
in exercising any right, power or privilege hereunder shall operate as a waiver
hereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege
hereunder. Each party agrees that money damages would not be a sufficient remedy
for any breach of this agreement, and that in addition to all other remedies
each party shall be entitled to specific performance and injunctive or other
equitable relief as a remedy for any such breach, and each party further
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agrees to waive, and to use its best efforts to cause its Agents to waive, any
requirement for the securing or posting of any bond in connection with such
remedy.
This letter agreement shall terminate two years from the date hereof.
This letter agreement shall be governed and construed in accordance with
the laws of the State of Illinois without giving effect to the conflicts of laws
principles thereof.
Each party confirms its agreement with the foregoing by its signature
below, which will constitute each party's agreement with respect to the subject
matter of this letter.
Shelby Williams Industries, Inc.
By: /s/ Manfred Steinfeld
-----------------------------
Falcon Products, Inc.
By: /s/ Franklin Jacobs
-----------------------------
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Dates Referenced Herein and Documents Incorporated by Reference
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