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 28, 2003
Burlington Industries, Inc.
(Exact Name of Registrant)
Delaware 1-10984 56-1584586
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(State of Incorporation) (Commission File Number) (IRS Employer ID No.)
3300 West Friendly Avenue
Greensboro, North Carolina 27410
(Address of Principal Executive Offices)
Registrant's telephone number: 336-379-2000
ITEM 5. Other Events.
On February 28, 2003, Burlington announced that Berkshire Hathaway Inc.
had terminated its February 11, 2003 agreement to acquire Burlington. A copy of
the press release is attached.
ITEM 7. Financial Statements and Exhibits.
See attached exhibit index.
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, hereunto duly authorized.
BURLINGTON INDUSTRIES, INC.
By: /s/ JOHN D. ENGLAR
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Name: John D. Englar
Title: Senior Vice President, Corporate
Development and Law
Dated: March 3, 2003
INDEX TO EXHIBITS
Number Exhibit
99.1 Press release.
Exhibit 99.1
Berkshire Hathaway Terminates Burlington Acquisition Agreement Following Ruling
Court Extends Exclusivity
GREENSBORO, N.C., Feb. 28 /PRNewswire-FirstCall/ -- Burlington Industries, Inc.
(OTC Bulletin Board: BRLG - News) said today that Berkshire Hathaway, Inc. had
terminated its February 11, 2003 agreement to acquire Burlington. Under the
agreement, Burlington creditors would have received distributions estimated at
$579 million in cash.
Berkshire's action follows a ruling yesterday in a hearing in Burlington's
reorganization case to consider procedures to solicit alternatives to the
Berkshire transaction. The Bankruptcy Court indicated it approved the procedures
generally, but disapproved the break-up fee and certain other conditions
required by Berkshire to proceed as a "stalking horse" in the alternative bid
process. While the secured bank lenders were in support, the Official Committee
of Unsecured Creditors opposed the granting of a break-up fee.
George W. Henderson III, Burlington's Chairman and CEO, said, "It is unfortunate
that the Berkshire Hathaway break-up fee was not accepted by the Court and the
offer has been subsequently withdrawn by Berkshire. It was a firm cash offer
that would have been a good outcome for the company, our employees and our
creditors.
"The fact that there is so much interest in the company is a credit to our
employees that have worked so hard to get us to this point. The bankruptcy
process is complex and consists of many steps."
Henderson continued, "We are pleased that the Court extended our period of
exclusivity as part of this hearing. We are reviewing our alternatives in light
of these developments, including a process to solicit new proposals. We expect
to advise the Bankruptcy Court of our thinking next week and intend to move the
process forward in a positive and expeditious manner."
Warren E. Buffett, Chairman of Berkshire Hathaway commented, "We're sorry to
have to terminate our offer. We trust and admire the Burlington team and hope
the company can emerge bankruptcy debt free. Emergence from bankruptcy under a
debt-free structure will provide the best chance for the long-term survival of
Burlington and allow the company to best fulfill its pension obligations to
employees."
With operations in the United States, Mexico and India and a global
manufacturing and product development network based in Hong Kong, Burlington
Industries is one of the world's most diversified marketers and manufacturers of
softgoods for apparel and interior furnishings.
This press release contains statements that are forward-looking statements
within the meaning of applicable federal securities laws and are based upon the
company's current expectations and assumptions, which are subject to a number of
risks and uncertainties that could cause actual results to differ materially
from those anticipated. Such risks and uncertainties include, among other
things, global economic activity and the implications thereon of the attack on
September 11 and the U.S. government's response thereto and the possibility of
armed conflict with Iraq, the success of the company's overall business strategy
including successful implementation of the company's restructuring plan and the
company's development of a global sourcing structure, the demand for textile
products, the cost and availability of raw materials and labor, governmental
legislation and regulatory changes, and the long-term implications of regional
trade blocs and the effect of quota phase- out and lowering of tariffs under the
WTO trade regime, the impact that the company's Chapter 11 proceeding has had or
may have on the company's relationships with its principal customers and
suppliers, the nature of the capital structure which is approved in the
company's plan of reorganization and the company's ongoing ability to finance
its operations and restructuring activities, the cost of future capital sources,
and the exposure to interest rate and currency fluctuations, the company's
ability to utilize tax loss carryforwards and retain tax refunds received or to
be received, and other factors identified in Burlington's filings with the
Securities and Exchange Commission.