0000950144-01-507077.txt : 20011008
0000950144-01-507077.hdr.sgml : 20011008
ACCESSION NUMBER: 0000950144-01-507077
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010905
ITEM INFORMATION: Changes in control of registrant
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010920
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: 1934 Act
SEC FILE NUMBER: 001-05315
FILM NUMBER: 1741120
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
g71792e8-k.txt
SPRINGS INDUSTRIES, INC.
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 5, 2001
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Springs Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
South Carolina 1-5315 57-0252730
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
205 North White Street, Fort Mill, South Carolina 29715
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (803) 547-1500
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(Former Name or Former Address, if Changed Since Last Report)
2
ITEM 1. CHANGE OF CONTROL OF REGISTRANT
On September 5, 2001, an affiliate of Heartland Industrial Partners,
L.P. ("Heartland") merged with and into Springs Industries, Inc. ( the
"Company") pursuant to a Recapitalization Agreement dated as of April 24, 2001,
as amended as of July 31, 2001 (the "Recapitalization Agreement"), attached
hereto as Exhibit 99.1 and incorporated herein by reference. The merger was a
"going private" transaction as described in more detail in the Statement on
Schedule 13E-3 filed with the Commission on May 9, 2001, and amended on July 5,
2001, August 7, 2001, and September 6, 2001, and the Definitive Proxy Statement
on Schedule 14A filed by the Company with the Commission on August 7, 2001,
which are attached hereto as Exhibits 99.2 and 99.3, respectively, and
incorporated herein by reference.
ITEM 5. OTHER EVENTS.
On September 5, 2001, the Company issued a press release announcing
that the merger of an affiliate of Heartland with the Company had been completed
as of September 5, 2001. As a result of the merger, each outstanding share of
the Company's common stock, other than shares held by the Close family,
Heartland (and its co-investors) and certain key management employees, was
converted into the right to receive $46 in cash. A copy of the press release is
attached hereto as Exhibit 99.4 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Recapitalization Agreement dated as of April 24,
2001, as amended as of July 31, 2001, between Springs
Industries, Inc. and an affiliate of Heartland
Industrial Partners, L.P. (incorporated by reference
to Appendix A in the Definitive Proxy Statement on
Schedule 14A previously filed by the Company on
August 7, 2001).
99.2 Statement on Schedule 13E-3 (previously filed on May
9, 2001, with amendments filed on July 5, 2001,
August 7, 2001, and September 6, 2001).
99.3 Definitive Proxy Statement on Schedule 14A
(previously filed on August 7, 2001).
99.4 Press Release dated September 5, 2001 (incorporated by
reference to an exhibit to an amended Schedule 13E-3
previously filed on September 6, 2001).
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPRINGS INDUSTRIES, INC.
By: /s/ C. Powers Dorsett
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Name: C. Powers Dorsett
Title: Senior Vice President, General Counsel
and Secretary
September 20, 2001