EXHIBIT 12 May 5, 1999 Shelby Williams Industries, Inc. 11-111 Merchandise Mart Chicago, IL 60654 Attention: Paul N. Steinfeld Chairman of the Board and Chief Executive Officer Gentlemen: Reference is made to the Agreement and Plan of Merger (the...Merger Agreement • May 12th, 1999 • Shelby Williams Industries Inc • Miscellaneous furniture & fixtures
in the event of the termination by Shelby Williams of the employment of any of them for any reason other than cause, disability, or retirement. "Cause" means (i) the breach by the Employee of the terms of his or her employment which is not cured within five (5) days following receipt of written notice, (ii) neglect of duty, (iii) gross negligence, (iv) reckless or willful misconduct, or (v) the conviction (or plea of nolo contendere) of a crime which constitutes a felony in the jurisdiction involved. "Disability" means that the Employee is unable to perform his or her duties as a result of physical or mental incapacity which continues for a period of thirteen (13) consecutive weeks or twenty-six (26) weeks in any fifty-two (52) week period. "Middle Manager" means a person who on the date of the Agreement and Plan of Merger was an Employee of Shelby Williams (other than the persons named in Section 6.13 of the Agreement), has the word manager in his or her title, and either (i) manages
ARTICLE I VOTING AGREEMENT ----------------Stockholder Agreement • May 12th, 1999 • Shelby Williams Industries Inc • Miscellaneous furniture & fixtures • Delaware
May 5, 1999 Board of Directors Shelby Williams Industries, Inc. 150 Shelby Williams Drive Morristown, Tennessee 37813 Dear Members of the Board: We understand that Falcon Products, Inc. ("Falcon") and Shelby Williams Industries, Inc. ("Shelby") have...Merger Agreement • May 12th, 1999 • Shelby Williams Industries Inc • Miscellaneous furniture & fixtures
EXHIBIT 1 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Shelby Williams Industries, Inc. at $16.50 Net Per Share by SY Acquisition, Inc. a direct wholly owned subsidiary of Falcon Products, Inc. THE OFFER AND WITHDRAWAL RIGHTS...Offer to Purchase • May 12th, 1999 • Shelby Williams Industries Inc • Miscellaneous furniture & fixtures
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...Confidentiality Agreement • May 12th, 1999 • Shelby Williams Industries Inc • Miscellaneous furniture & fixtures • Illinois
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."
AMONGMerger Agreement • May 12th, 1999 • Shelby Williams Industries Inc • Miscellaneous furniture & fixtures • Delaware
