-----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, Tbfl+ZBSFcdbC1hb7gE380XAIsjAmp9euj4O0th51w/u77q3ocv+3/ISTbuuGt2g jM7ktagzd4M7t0dJAsnLuQ== 0000950144-01-504467.txt : 20010716 0000950144-01-504467.hdr.sgml : 20010716 ACCESSION NUMBER: 0000950144-01-504467 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010713 EFFECTIVENESS DATE: 20010713 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: S-8 SEC ACT: SEC FILE NUMBER: 333-65060 FILM NUMBER: 1680687 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 S-8 1 g70463s-8.txt SPRINGS INDUSTRIES, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001 REGISTRATION NO. __________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRINGS INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) South Carolina - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 57-0252730 - -------------------------------------------------------------------------------- (I.R.S. Employer Identification No.) 205 North White Street Fort Mill, South Carolina 29715 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices and Zip Code) 2000 Executive Deferred Compensation Plan of Springs Industries, Inc. - -------------------------------------------------------------------------------- Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees (Full Title of the Plans) C. Powers Dorsett Senior Vice President--General Counsel and Secretary Springs Industries, Inc. 205 North White Street Fort Mill, South Carolina 29715 - -------------------------------------------------------------------------------- (Name and Address of Agent For Service) (803) 547-1500 - -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) 2 CALCULATION OF REGISTRATION FEE
============================================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be Price Per Offering Registration Registered (1) Registered Share Price (2) Fee - ------------------------------------------------------------------------------------------------------------ Deferred Compensation Obligations $12,000,000 N/A $12,000,000 $3,000.00 ============================================================================================================
(1) The Deferred Compensation Obligations are unfunded and unsecured general obligations of Springs Industries, Inc. to pay deferred compensation in the future in accordance with the terms of the 2000 Executive Deferred Compensation Plan of Springs Industries, Inc., and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933. The Exhibit Index appears after the Signature Pages of this Registration Statement. ================================================================================ 3 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The information required by Item 1 and Item 2 is included in documents that will be sent or given to participants in the 2000 Executive Deferred Compensation Plan of Springs Industries, Inc. (the "Executive Plan") and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees (the "Employee Plan" and together with the Executive Plan, the "Plans") as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents are not being filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Springs Industries, Inc. (the "Company") hereby incorporates by reference the following documents filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2000; (b)(1) The Company's Current Report on Form 8-K, filed on February 23, 2001; (b)(2) The Company's Current Report on Form 8-K, filed on April 30, 2001; and (b)(3) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Under the Plans, the Company will provide key employees (the "Participants") with the opportunity to defer a portion of their cash compensation until their services have terminated. The obligations of the Company under the Plans (the "Obligations") will be unfunded and unsecured general obligations of the Company to pay in the future the value of the deferred compensation recordkeeping account of a Participant, adjusted to reflect the performance during the deferral period, whether positive or negative, of the investment measurement options chosen by each Participant from the investment measurement options made available by the Plans, in accordance with the terms of the Plans. The Plans will be administered by a Committee of three or more individuals appointed by the Company's board of directors (the "Committee"). The amount of 4 compensation to be deferred by each Participant will be determined in accordance with the Plans based on elections by the Participant. A Participant may elect to defer up to 40% of his or her base salary and up to 100% of his or her bonus under the Executive Plan, and up to 12% of his or her base salary and up to 12% of his or her bonus under the Employee Plan. The election must be made prior to the date that services are rendered and is in general irrevocable. The Company will credit a Participant's account as additional deferred compensation (i) any additional amount that would have been allocated to his or her accounts under the Springs of Achievement Partnership Plan (the "Partnership Plan") from the Company's contributions had the Participant not elected to defer compensation and (ii) any additional amount that would have been contributed or allocated for the Participant from the Company's contributions under a pension or profit-sharing plan maintained by the Company and qualified under Section 401(a) of the Internal Revenue Code had the Participant not elected to defer compensation. In addition, if the Participant has deferred the maximum amount under the Partnership Plan, the Participant (other than employees of Springs Window Fashions LP, Springs Window Direct LP and Regal Rugs, Inc.) may irrevocably elect deferral of the excess of 6% of his or her compensation over the percentage of his or her compensation allowable as a contribution under the savings fund portion of the Partnership Plan and, if the Participant makes such a savings deferral, the Company will credit a Participant's account with an amount equal to the Company's matching contribution that would have been made under the savings fund portion of the Partnership Plan. The Obligations to each Participant will equal the balance in a recordkeeping account established for such Participant. The investment earnings credited to such account will be indexed to one or more mutual funds, indices or investment portfolios, the type of which will be individually chosen by each Participant from a list of investment measurement options made available under the Plans. Each Participant's recordkeeping account will be adjusted to reflect deferrals by the Participant, Company contributions and the investment performance of the selected mutual fund, index or portfolio, including any appreciation or depreciation. The Company is not required to actually invest the deferred compensation in the funds, indices or portfolios specified by Participants. The Company may, however, invest in funds, indices or portfolios specified by Participants or in other securities. The Obligations will be distributed by the Company in accordance with the terms of the Plans. Upon a determination by the Committee that a Participant has suffered an unforeseeable financial hardship, the Committee may direct the Company to pay such Participant an amount necessary to meet the emergency, but not exceeding the aggregate balance of the Participant's deferral account. No benefit under the Plans may be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and no such benefit, prior to receipt pursuant to the Plans, may be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant. The Company may at any time terminate and in any respect amend or modify the Plans, including amending, modifying or terminating any investment option. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The opinion as to the enforceability of the Obligations being registered has been furnished by C. Powers Dorsett, Senior Vice President--General Counsel and Secretary of the Company. On July 12, 2001, Mr. Dorsett beneficially owned 1,735 shares of the Class A 5 Common Stock of the Company and, under the 1991 Incentive Stock Plan and 1999 Incentive Stock Plan, held options to purchase 85,000 shares of the Class A Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 8 of the Company's Restated Articles of Incorporation provides that no director of the Company shall have personal liability to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director unless and to the extent that such elimination or limitation of personal liability is prohibited by the laws of the State of South Carolina. Article 8 is designed to implement the personal liability limitations authorized by Section 33-2-102(e) of the South Carolina Business Corporation Act (the "Act"), which permits certain South Carolina corporations to include in their articles of incorporation a provision limiting directors' liability for monetary damages for certain breaches of their fiduciary duties. Under current South Carolina law, Article 8 does not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct, or a knowing violation of law; (iii) for liability imposed as a result of voting for or assenting to an unlawful distribution from the Company; or (iv) for any transaction from which the director derived an improper personal benefit. Article 5 of Chapter 8 of Title 33 of the Act authorizes indemnification of a director made party to a proceeding because he is or was a director if (1) the director conducted himself in good faith; (2) he reasonably believed that (i) his conduct in his official capacity was in the corporation's best interest and (ii) his conduct in all other cases was at least not opposed to its best interest; and (3) in the case of any criminal proceeding he had no reasonable cause to believe his conduct was unlawful. Notwithstanding the above, in proceedings to obtain a judgment in favor of the corporation, indemnification would be limited to reasonable expenses incurred in connection with the proceeding and only if the director were not adjudged liable to the corporation, and in the case of adjudicated liability in any other proceedings, only if the director did not derive an improper personal benefit. The Act also authorizes corporations to indemnify officers, employees and agents who are not directors to the extent, consistent with public policy, that may be provided by the corporation's articles of incorporation, bylaws, general or specific action of its board of directors, or contract. Furthermore, unless limited by its articles of incorporation, the Act requires a corporation to indemnify a director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer against reasonable expenses incurred by him in connection with the proceeding. The Company's Restated Articles of Incorporation do not impose any limitations on this requirement. The Company's Bylaws provide generally that the Company shall indemnify each director or officer to the full extent permitted under the Act. There are in effect directors' and officers' and fiduciary liability insurance policies covering certain claims against any director or officer of the Company by reason of certain acts or omissions by such person in his capacity as a director or officer. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index. 6 ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 7 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Fort Mill, State of South Carolina, on July 12, 2001. SPRINGS INDUSTRIES, INC. By: /s/ C. Powers Dorsett -------------------------------- C. Powers Dorsett Senior Vice President--General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Date: Principal Executive Officer: /s/Crandall C. Bowles July 12, 2001 -------------------------------------- Crandall C. Bowles Chairman and Chief Executive Officer and Director Date: Principal Financial Officer: /s/Jeffrey A. Atkins July 12, 2001 -------------------------------------- Jeffrey A. Atkins Executive Vice President & Chief Financial Officer Date: Principal Accounting Officer: /s/Charles M. Metzler July 12, 2001 -------------------------------------- Charles M. Metzler Vice President-Controller
9 Directors: Date: John F. Akers* John L. Clendenin* July 12, 2001 Leroy S. Close* By: /s/ C. Powers Dorsett Charles W. Coker* --------------------- William G. Kelley* C. Powers Dorsett John H. McArthur* (attorney-in-fact) Aldo Papone* July 12, 2001 Robin B. Smith* Sherwood H. Smith, Jr.* Stewart Turley* *by power of attorney
10 Index to Exhibits Exhibit 5.1 Opinion of C. Powers Dorsett, Senior Vice President-- General Counsel and Secretary. Exhibit 23.1 Consent of C. Powers Dorsett (included in Exhibit 5.1). Exhibit 23.2 Consent of Deloitte & Touche LLP, independent accountants. Exhibit 24.1 Powers of Attorney. EX-5.1 2 g70463ex5-1.txt OPINION OC C.POWERS DORSETT 1 EXHIBIT 5.1 July 12, 2001 Springs Industries, Inc. 205 North White Street Fort Mill, South Carolina 29715 Re: Springs Industries, Inc. Registration Statement on Form S-8 relating to the 2000 Executive Deferred Compensation Plan and the 2000 Deferred Compensation Plan for Certain Employees Ladies and Gentlemen: I am the General Counsel of Springs Industries, Inc., a South Carolina corporation (the "Company"), and have acted as counsel for the Company in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of $12,000,000 of deferred compensation obligations (the "Obligations") of the Company under the 2000 Executive Deferred Compensation Plan of Springs Industries, Inc., and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees (the "Plans"). In connection with this opinion, I have examined and relied upon such records, documents, certificates, and other instruments as in my judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In such examination, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed, or photographic copies and, as to certificates of public officials, I have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, I have relied upon statements and representations of representatives of the Company and of public officials. The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the laws of the State of South Carolina, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Based upon and subject to the foregoing, I am of the opinion that the Obligations have been duly authorized for issuance and, when the Obligations are issued by the Company in the manner provided in the Plans, the Obligations will be valid and binding obligations of the Company, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equity principles. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption "Interests of Named Experts and Counsel" in the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely yours, /s/ C. Powers Dorsett C. Powers Dorsett EX-23.2 3 g70463ex23-2.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Springs Industries, Inc. on Form S-8 of our report dated January 30 (February 20, 2001 as to the last paragraph in Note 15), incorporated by reference in the Annual Report on Form 10-K of Springs Industries, Inc. for the year ended December 30, 2000. Deloitte & Touche LLP Charlotte, North Carolina July 12, 2001 EX-24.1 4 g70463ex24-1.txt POWERS OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 9th day of July, 2001. /s/John F. Akers ----------------------------------- John F. Akers Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th day of July, 2001. /s/John L. Clendenin ----------------------------------- John L. Clendenin Director 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 9th day of July, 2001. /s/Leroy S. Close ----------------------------------- Leroy S. Close Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th day of July, 2001. /s/Charles W. Coker ----------------------------------- Charles W. Coker Director 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2001. /s/William G. Kelley ----------------------------------- William G. Kelley Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of July, 2001. /s/John H. McArthur ----------------------------------- John H. McArthur Director 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of July, 2001. /s/Aldo Papone ----------------------------------- Aldo Papone Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 9th day of July, 2001. /s/Robin B. Smith ----------------------------------- Robin B. Smith Director 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of July, 2001. /s/Sherwood H. Smith, Jr. ----------------------------------- Sherwood H. Smith, Jr. Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, and Robert W. Sullivan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the Springs Industries, Inc. 2000 Executive Deferred Compensation Plan and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th day of July, 2001. /s/Stewart Turley ----------------------------------- Stewart Turley Director -----END PRIVACY-ENHANCED MESSAGE-----