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 6, 1997
FIELDCREST CANNON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5137 56-0586036
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Lake Drive, Kannapolis, NC 28081
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 939-2000
Not Applicable
(Former name or former address, if changed since last report.)
Total pages 5
Page 1
Exhibit index page 3
Item 5. Other Events
On February 6, 1997 the Registrant amended its Rights Agreement dated
as of November 24, 1993, between the Registrant and The First National Bank
of Boston.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.1 First Amendment to Rights Agreement dated as of February 6, 1997
between Fieldcrest Cannon, inc. and The First National Bank of
Boston.
Signatures
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.
FIELDCREST CANNON, INC.
Registrant
By: /s/ T. R. Staab
T. R. Staab
Vice President and
Chief Financial Officer
Dated: February 14, 1997
Page 2
EXHIBIT INDEX
Exhibit Sequential
Number Page Number
4.1 First Amendment to Rights Agreement 4 - 5
dated as of February 6, 1997 between
Fieldcrest Cannon, Inc. and The
First National Bank of Boston.
/TABLE
Page 3
Exhibit 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of February 6, 1997
(the "Amendment"), between Fieldcrest Cannon, Inc., a Delaware corporation
(the "Company") and The First National Bank of Boston, a national banking
association, as Rights Agent (the "Rights Agent").
WITNESSETH:
+
WHEREAS, on November 24, 1993, the Company and the Rights Agent
entered into a Rights Agreement, dated as of such date (the "Agreement"),
pursuant to which the Board of Directors of the Company authorized and
declared a dividend distribution of one Right (as defined in the Agreement)
for each share of Common Stock of the Company, each Right initially
representing the right to purchase one one-hundredth of a share of Series B
Junior Participating Preferred Stock of the Company and such other rights
as set forth in the Rights Agreement; and
WHEREAS, no Distribution Date (as defined in the Agreement) has
occurred; and
WHEREAS, the Company has directed the Rights Agent to enter into this
Amendment in order to amend Section 11(a)(ii)(B) of the Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises, the parties hereby
agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by adding
at the end of Section 1(a) the following:
Notwithstanding the foregoing, if the Board of
Directors determines in good faith that a Person who
would otherwise be an Acquiring Person as defined
pursuant to the foregoing provisions of this paragraph
(a) has become such inadvertently, and such Person
divests as promptly as practicable sufficient number of
shares of Common Stock so that such Person would no
longer be an Acquiring Person, as defined pursuant to
the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.
2. Section 11(a)(ii)(B) is hereby amended by adding the underscored
language set forth below:
Page 4
(B) Any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any
Person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such
Plan), alone or together with its Affiliates and
Associates, shall, at any time after the Rights
Dividend Declaration Date, become the Beneficial Owners
of 15% or more of the shares of Common Stock then
outstanding, unless the event causing the 15% threshold
to be crossed is a transaction described in the last
sentence of Section (1)(a) hereof, or set forth in
Section 13(a) hereof,...
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
FIELDCREST CANNON, INC.
By: /s/ James M. Fitzgibbons
Name: James M. Fitzgibbons
Title: Chairman and Chief
Executive Officer
ATTEST:
By: /s/ M. Kenneth Doss
Name: M. Kenneth Doss
Title: Secretary
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Gordon C. Stevenson
Name: Gordon C. Stevenson
Title: Director, Client
Administration
ATTEST:
BY: /s/ Tyler H. Haynes, III
Name: Tyler H. Haynes, III
Title: Senior Account Manager
Page 5