SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 reported): September 18, 2003
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
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
[o] shares of DMI common stock, representing approximately [o]% 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 $[o] 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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Financial Statements of Business Acquired and Pro Forma Financial
Information.
The financial statements and pro forma financial information required by this
item will be filed by Flexsteel no later than December 2, 2003.
(c) Exhibits
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of August 12, 2003,
by and among Flexsteel, Churchill Acquisition Corp. and DMI
(incorporated by reference to Exhibit 99(d)(1) of Flexsteel
Industries, Inc.'s Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on August
20, 2003).
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)
October 2, 2003 /s/ Ronald J. Klosterman
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Ronald J. Klosterman
Vice President Finance, Chief
Financial Officer & Secretary