-----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, BcQm166z9JfULzELhl/fzRmU5avE7IwlVBcv45IkzLE8nAYxKY1hZddQM06y3h7v PwWr6BxbfY7T+7IFM/U9bg== 0000950144-01-003082.txt : 20010226 0000950144-01-003082.hdr.sgml : 20010226 ACCESSION NUMBER: 0000950144-01-003082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010220 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGS INDUSTRIES INC CENTRAL INDEX KEY: 0000093102 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 570252730 STATE OF INCORPORATION: SC FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05315 FILM NUMBER: 1553048 BUSINESS ADDRESS: STREET 1: 205 N WHITE ST CITY: FORT MILL STATE: SC ZIP: 29715 BUSINESS PHONE: 8035471500 MAIL ADDRESS: STREET 1: 205 NORTH WHITE STREET CITY: FORT MILL STATE: SC ZIP: 29715 FORMER COMPANY: FORMER CONFORMED NAME: SPRINGS MILLS INC DATE OF NAME CHANGE: 19820517 8-K 1 g67241e8-k.txt SPRINGS INDUSTRIES, INC. 1 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 reported): February 20, 2001 SPRINGS INDUSTRIES, INC. (Exact name of registrant as specified in charter) South Carolina 1-5315 57-0252730 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 205 North White Street, Fort Mill, SC 29715 (Address of principal executive offices) (Zip Code) (803) 547-1500 (Registrant's telephone number, including area code) Page 1 of 9 The Index to Exhibits is on Page 5 2 TABLE OF CONTENTS TO FORM 8-K
ITEM PAGE 5. OTHER EVENTS 3 7. FINANCIAL STATEMENTS AND EXHIBITS 3 SIGNATURES 4 EXHIBIT INDEX 5
2 3 Item 5. Other Events Springs Industries, Inc., a South Carolina corporation ("Springs" or the "Company"), hereby files a letter dated February 20, 2001, from members of the Close family and Heartland Industrial Partners, L.P., to the Company's board of directors, and two news releases dated February 20, 2001, and February 22, 2001, respectively, copies of which are attached as exhibits hereto and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits 99 Additional Exhibits 99.1 Letter dated February 20, 2001, from members of the Close family and Heartland Industrial Partners, L.P., to the Company's board of directors. 99.2 News release issued by Springs Industries, Inc., on February 20, 2001. 99.3 News release issued by Springs Industries, Inc., on February 22, 2001. 3 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Springs has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPRINGS INDUSTRIES, INC. By: /s/Jeffrey A. Atkins ------------------------------------------- Jeffrey A. Atkins Executive Vice President and Chief Financial Officer Dated: February 22, 2001 4 5 EXHIBIT INDEX
Exhibit Page ------- ---- 99 Additional Exhibits 99.1 Letter dated February 20, 2001, from members of the Close family and Heartland Industrial Partners, L.P., to the Company's board of directors. 6 99.2 News release issued by Springs Industries, Inc., on February 20, 2001. 8 99.3 News release issued by Springs Industries, Inc., on February 22, 2001. 9
5 EX-99.1 2 g67241ex99-1.txt NEWS RELEASE DATED FEBRUARY 20, 2001 1 EXHIBIT 99.1 February 20, 2001 Board of Directors Springs Industries, Inc. 205 North White Street Fort Mill, South Carolina 29715 Ladies and Gentlemen: Members of the Close family (the "Family Shareholders") who own approximately 41% of the common stock of Springs Industries, Inc. (the "Company") and Heartland Industrial Partners, L.P. ("Heartland") are pleased to submit a proposal to acquire all the outstanding common stock of the Company not owned by the Family Shareholders in a recapitalization transaction for $44.00 per share in cash (the "Transaction"). The total funds necessary to consummate the Transaction (including refinancing the Company's existing credit facility) are expected to be approximately $1,195 million. These funds would be provided by $225 million in new equity from Heartland and committed debt financing from The Chase Manhattan Bank ("Chase"). Copies of the commitment letters received by Heartland from Chase are attached hereto as Exhibit A and a copy of the equity commitment letter of Heartland is attached hereto as Exhibit B. We anticipate that the Transaction would close within 90 days of signing a definitive recapitalization agreement. We will provide you and your legal and financial advisors shortly a draft recapitalization agreement and are prepared to expeditiously negotiate a definitive agreement. Obviously, neither the Company on the one hand nor Heartland and the Family Shareholders on the other will have any legal obligation relating to the Transaction until mutually satisfactory definitive agreements have been executed by all parties. The Family Shareholders have confirmed to and agreed with Heartland that they are not sellers of their equity in the Company, other than approximately one million shares which may be sold prior to the Transaction, and therefore would not support any alternative transaction. 2 We welcome the opportunity to discuss with you all aspects of this proposal and are prepared to commence negotiations with respect to the Transaction immediately. If you have any questions regarding, or wish to discuss, this proposal, please contact for the Family Shareholders Crandall C. Bowles at (803) 547-3795 and for Heartland David Stockman or Dan Tredwell at (203) 861-2622. Sincerely, /s/ Crandall C. Bowles --------------------------------------- Crandall C. Bowles On behalf of the Family Shareholders HEARTLAND INDUSTRIAL PARTNERS, L.P. By: HEARTLAND INDUSTRIAL ASSOCIATES, L.L.C., its General Partner By: /s/ David A. Stockman ----------------------------------- Name: David A. Stockman Title: Senior Managing Partner -2- EX-99.2 3 g67241ex99-2.txt NEW RELEASE 1 Exhibit 99.2 FOR IMMEDIATE RELEASE February 20, 2001 Fort Mill, SC - Springs Industries, Inc. announced today that it has received a proposal from the Close family, which currently owns approximately 41% of Springs' common stock, and Heartland Industrial Partners, L.P., a private equity firm, to take Springs private in a recapitalization transaction in which public stockholders would receive $44 per share in cash and the Close family would retain substantially all of its common stock. The proposal was submitted to the board of directors of Springs this morning. The board, which will have a regularly scheduled meeting on February 22, is expected to organize a committee of independent directors to consider the proposal. The proposal is subject to the execution of definitive merger and financing agreements, approval of the company's board and shareholders and any necessary regulatory approvals. There is no assurance that any transaction will be agreed upon or completed. The Close family members are descendants of Springs' founders. Almost all of the family's holdings are in Class B common stock, which has four votes per share, giving the family approximately 73% of the normal voting power. In voting on the proposed transaction, all Class A and Class B shares will have one vote per share. Members of the Close family have agreed with Heartland that they will not sell their shares to any third party, and will vote against any competing proposal to acquire Springs. The proposal would be financed with $225 million in equity from Heartland and borrowings under a senior credit facility for which a commitment has been received from J.P. Morgan Chase & Co. If the transaction is completed, the family would own 55% of Springs, with the balance held by Heartland. Heartland Industrial Partners, L.P. is a private equity firm established to "invest in, build and grow" industrial companies in sectors ripe for consolidation and long-term growth. The firm has equity commitments in excess of $1.1 billion and intends to increase its commitments to $2 billion. Heartland was founded by David A. Stockman, a former partner of The Blackstone Group and a Reagan administrative cabinet officer; Timothy D. Leuliette, the former President and Chief Operating Officer of Penske Corporation; and Daniel P. Tredwell, a former Managing Director of Chase Securities. Springs Industries (NYSE: Ticker Symbol SMI) supplies leading retailers with a complete line of sheets, towels, comforters, window treatments and other coordinated home fashions designed to simplify home decorating for every consumer. Our major brands are Wamsutta(R), Springmaid(R), Graber(R), Bali(R), Nanik(R), and Dundee(R). Springs also markets bed and bath products for institutional and hospitality customers, home sewing fabrics, and baby bedding and baby apparel products. The company operates facilities in 13 U.S. states and owns marketing and distribution subsidiaries in Canada and Mexico. EX-99.3 4 g67241ex99-3.txt NEW RELEASE 1 EXHIBIT 99.3 FOR IMMEDIATE RELEASE FEBRUARY 22, 2001 SPRINGS BOARD APPOINTS SPECIAL COMMITTEE FORT MILL, SC -- Springs Industries, Inc. announced today that its Board of Directors has created a special committee composed of all the independent directors of Springs to consider the proposal made February 20, 2001 by the Close family and Heartland Industrial Partners, L.P. to take Springs private. The special committee has hired UBS Warburg as its financial advisor, and Sullivan & Cromwell as its legal advisor, to assist the special committee in its consideration of the proposal. Springs does not anticipate making any additional public statements regarding the proposal until the special committee has determined whether or not to approve the proposal. Springs Industries (NYSE: Ticker Symbol SMI) supplies leading retailers with a complete line of sheets, towels, comforters, window treatments and other coordinated home fashions designed to simplify home decorating for every consumer. Our major brands are Wamsutta(R), Springmaid(R), Graber(R), Bali(R), Nanik(R), and Dundee(R). Springs also markets bed and bath products for institutional and hospitality customers, home sewing fabrics, and baby bedding and baby apparel products. The company operates facilities in 13 U.S. states and owns marketing and distribution subsidiaries in Canada and Mexico. WWW.SPRINGS.COM -----END PRIVACY-ENHANCED MESSAGE-----