SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
SPRINGS INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[Springs Logo]
Springs Industries, Inc. Contact: Betty Turner
Post Office Box 70 Vice President - Public Affairs
Fort Mill, SC 29716 (803) 547-3738
Heartland Industrial Partners
Daniel P. Tredwell
(203) 861-2622
FOR IMMEDIATE RELEASE April 25, 2001
SPRINGS ANNOUNCES GOING PRIVATE AGREEMENT REACHED
WITH CLOSE FAMILY AND HEARTLAND INDUSTRIAL PARTNERS
FORT MILL, SC AND GREENWICH, CT -- Springs Industries, Inc. (NYSE:SMI)
announced today that it has entered into a definitive recapitalization agreement
with Heartland Springs Investment Company, an affiliate of Heartland Industrial
Partners, L.P., a private equity firm. Upon completion of the recapitalization,
which would be accomplished through a merger between Springs and the Heartland
affiliate, each public shareholder of Springs would receive $46 per share in
cash and Springs would become privately held by the Close family, whose
ownership interest in Springs' common stock would increase from approximately
41% to approximately 55%, and Heartland, whose ownership interest in Springs'
common stock would be approximately 45%.
Upon the unanimous recommendation of a special committee of independent
directors who negotiated the transaction on behalf of Springs' public
shareholders, the board of directors of Springs has approved the
recapitalization agreement. The special committee was advised by UBS Warburg LLC
as financial advisor and Sullivan & Cromwell as legal counsel. The Close family
and Heartland submitted their original $44 per share proposal on February 20,
2001. The Close Family and Heartland were advised by Robert P. Lee, managing
member of CRT, LLC, a Connecticut-based investment banking firm.
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In a joint statement David Stockman, senior managing director of
Heartland, and Crandall C. Bowles, Springs chairman and chief executive officer
and a Close family member, said "We are pleased with the unanimous
recommendation of the special committee of independent directors and the full
board's approval authorizing the transaction at a price of $46 per share. We
look forward to the transaction being finalized this summer."
The transaction will require the approval of two-thirds of the outstanding
Class A and Class B shares of Springs, with each share casting one vote per
share. In addition, approval must be obtained from holders of a majority of the
shares voted that are not affiliated with either the Close family or Heartland.
Springs expects to hold the shareholders meeting to vote on the transaction by
late July or early August.
The completion of the proposed recapitalization is subject to certain
other conditions, including regulatory approvals, the availability of funding
and other customary closing conditions. Members of the Close family have agreed
that they will retain substantially all of their shares and will vote against
any competing proposal to acquire Springs.
The value of the recapitalization transaction, including the assumption of
debt, is estimated to exceed $1.2 billion. The transaction will be funded by a
$225 million equity commitment from Heartland and a debt commitment from J.P.
Morgan Chase & Co. providing the balance of the financing necessary to complete
the proposed recapitalization. The debt commitments are subject to customary
closing conditions. J.P. Morgan Chase & Co. also advised Heartland on the
transaction. Heartland is being joined in the transaction by other co-investors
who are limited partners in Heartland's fund.
Heartland Industrial Partners, L.P. is a private equity firm established
to "buy, build and grow" industrial companies in sectors ripe for consolidation
and long-term growth. Since its founding in 1999, the firm has received equity
commitments from institutional investors in excess of $1.2 billion. Heartland
was founded by David A. Stockman, a former partner of The Blackstone Group and a
Reagan administration 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.
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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), Regal(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.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This press release contains certain "forward-looking" statements within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements
with respect to revenues, earnings, performance, strategies, prospects, the
consummation and benefits of future acquisitions, future sales, operating
efficiencies, product expansion and other aspects of the business of Springs are
based on current expectations that are subject to known and unknown risks,
uncertainties and contingencies, many of which are beyond the control of
Springs. A number of factors could cause actual results, performance or outcomes
to differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, risks, uncertainties and
contingencies relating to: overall economic and business conditions, the demand
for Springs' goods and services, competitive factors in the industries in which
Springs competes, changes in government laws and regulation, availability and
cost of capital, and the timing, impact and other uncertainties of future
acquisitions. Readers are referred to Springs' most recent reports filed with
the SEC. Springs is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements, whether as a
result of new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed recapitalization, Springs will be filing a
proxy statement with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS OF SPRINGS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
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IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the proxy statement when it becomes available and other documents filed by
Springs with the Securities and Exchange Commission in connection with the
proposed recapitalization at the Securities and Exchange Commission's web site
at www.sec.gov. Shareholders of Springs may also obtain for free the proxy
statement and other documents filed by Springs in connection with the proposed
recapitalization by directing a request to Springs Industries, Inc., Attn:
Corporate Secretary, 205 N. White Street, Fort Mill, South Carolina 29715,
Telephone: (803) 547-1500.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Springs and certain other persons named below may be deemed to be
participants in the solicitation of proxies from Springs' stockholders.
The participants in the solicitation may include the directors of Springs:
John F. Akers, Crandall C. Bowles, John L. Clendenin, Leroy S. Close, Charles W.
Coker, William G. Kelley, John H. McArthur, Aldo Papone, Robin B. Smith,
Sherwood H. Smith Jr. and Stewart Turley; and the executive officers of Springs:
Crandall C. Bowles (chief executive officer), Jeffrey A. Atkins (executive vice
president and chief financial officer), Gracie P. Coleman (senior vice
president-human resources), John R. Cowart (senior vice president and chief
purchasing officer), C. Powers Dorsett (senior vice president, general counsel
and corporate secretary), William K. Easley (senior vice president), Ray Greer
(senior vice president and chief information officer), Samuel J. Ilardo (vice
president and treasurer), Stephen P. Kelbley (executive vice president), Charles
M. Metzler (vice president and controller), Thomas P. O'Connor (executive vice
president) and Elizabeth M. Turner (vice president-public affairs). As of the
date of this communication, none of the foregoing participants individually
beneficially owns in excess of 1% of Springs' Class A Common Stock or in excess
of 2% of Springs' Class B Common Stock and the foregoing participants in the
aggregate own less than 4.4% of Springs' Class A Common Stock and less than 3%
of Springs' Class B Common Stock. Trusts associated with the Close Family, of
which Crandall C. Bowles and Leroy S. Close are members, directly or indirectly
control shares of Springs common stock representing approximately 41% of the
equity and approximately 73% of the normal voting power of the common stock.
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Except as disclosed above, to the knowledge of Springs, none of the
directors or executive officers of Springs named above has any interest, direct
or indirect, by security holding or otherwise in Springs. Shareholders of
Springs may obtain additional information regarding the interests of the
participants by reading the proxy statement when it becomes available.
www.springs.com
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