SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
Springs Industries, Inc.
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(Name of Issuer)
Springs Industries, Inc.
Crandall C. Bowles
Leroy S. Close
Heartland Industrial Partners, L.P.
Heartland Springs Investment Company
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(Name of Person(s) Filing Statement)
Class A Common Stock, par value $.25 per share, of Springs Industries, Inc.
Class B Common Stock, par value $.25 per share, of Springs Industries, Inc.
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(Title of Class of Securities)
851783 10 0 (Class A Common Stock)
851783 20 9 (Class B Common Stock)
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(CUSIP Number of Class of Securities)
Crandall C. Bowles David A. Stockman
Springs Industries, Inc. Heartland Industrial Partners, L.P.
205 North White Street 55 Railroad Avenue, 1st Floor
Fort Mill, South Carolina 29715 Greenwich, Connecticut 06830
(803) 547-1500 (203) 861-2622
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
With copies to:
Elliott V. Stein, Esq. W. Leslie Duffy, Esq. Benjamin F. Stapleton,
Wachtell, Lipton, Rosen & Cahill Gordon & Reindel Esq.
Katz 80 Pine Street Sullivan & Cromwell
51 West 52nd Street New York, New York 10005 125 Broad Street
New York, New York 10019 (212) 701-3000 New York, New York 10004
(212) 403-1000 (212) 558-4000
This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act
of 1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |X|
Check the following box if the filing is a final amendment reporting the
results of the transaction: |_|
CALCULATION OF FILING FEE
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Transaction | Amount of Filing Fee
Valuation * |
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|
$507,894,093 | $101,578.82
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* For purposes of calculating the fee only. Calculated in accordance with
Exchange Act Rule 0-11. Assumes (1) the purchase of 10,695,642 shares of Class A
Common Stock, par value $.25 per share, and Class B Common Stock, par value $.25
per share, of Springs Industries, Inc. at a price of $46.00 per share in cash
and (2) a cash-out of 1,965,673 options to purchase Class A Common Stock for an
aggregate of $15,894,561.
|X| Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $101,578.82 Filing Party: Springs Industries, Inc.
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Form or Registration No.: Schedule 14A Date Filed: May 9, 2001
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
"Transaction Statement") is being filed by (1) Springs Industries, Inc., a South
Carolina corporation and issuer of the class A common stock, par value $.25 per
share ("Class A Common Stock"), and the class B common stock, par value $.25 per
share ("Class B Common Stock"), which are the subject of the Rule 13e-3
transaction ("Springs"), (2) Crandall C. Bowles, chairman and chief executive
officer of Springs, (3) Leroy S. Close, a director of Springs, (4) Heartland
Industrial Partners, L.P., a Delaware limited partnership ("Heartland") and (5)
Heartland Springs Investment Company, a South Carolina corporation newly
organized by Heartland ("Heartland Springs").
This Transaction Statement relates to the Recapitalization
Agreement, dated as of April 24, 2001, between Springs and Heartland Springs
(the "Recapitalization Agreement"). Under the Recapitalization Agreement,
Heartland Springs will be merged with and into Springs, with Springs as the
surviving corporation (the "Recapitalization"). At the effective time of the
Recapitalization, (i) each share of Class A Common Stock and Class B Common
Stock not owned by the Close family (as defined below), by Heartland (or its
co-investors), by members of management with respect to shares such members do
not elect to convert into cash and by shareholders of Class B Common Stock who
exercise their dissenters' rights, would be converted into the right to receive
$46.00 in cash, (ii) each share of Class A Common Stock and Class B Common Stock
owned by the Close family, by Heartland (and its co-investors) and by members of
management with respect to shares such members do not elect to convert into
cash, would remain outstanding and (iii) each share of common stock of Heartland
Springs, all of which would be held by Heartland (and its co-investors), would
be converted into one share of Class A Common Stock. The Close family consists
of (1) certain descendants of Leroy Springs, Springs' founder, including Mrs.
Bowles and Mr. Close; (2) certain trusts for the benefit of certain of such
descendants and (3) certain privately owned companies controlled by such
descendants and trusts. As a result of the Recapitalization, Springs would
become privately held by the Close family, whose ownership interest in the
Company's common stock would increase from approximately 41% to approximately
55%, and Heartland, whose ownership interest in the Company's common stock would
be approximately 45%.
Concurrently with the filing of this Transaction Statement, Springs
is filing with the Securities and Exchange Commission a proxy statement (the
"Proxy Statement") under Regulation 14A of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), relating to the annual meeting of shareholders
of Springs at which the shareholders of Springs will consider and vote upon,
among other things, a proposal to approve the Recapitalization Agreement and a
proposal to amend Springs' articles of incorporation to exempt Springs from the
restrictions on business combinations contained in the South Carolina Code. A
copy of the Proxy Statement is attached hereto as Exhibit (a)(1). The
information in the Proxy Statement, including all appendices thereto, is
expressly incorporated by reference herein in its entirety and responses to each
item herein are qualified in their entirety by the provisions of the Proxy
Statement. As of the date hereof, the Proxy Statement is in preliminary form and
is subject to completion or amendment.
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ITEM 1. SUMMARY TERM SHEET.
The information contained in the section of the Proxy Statement
entitled "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information contained in the section of the Proxy Statement
entitled "Summary-Recapitalization Participants" is incorporated
herein by reference.
(b) The information contained in the section of the Proxy Statement
entitled "The Annual Meeting--Record Date; Outstanding Voting
Securities" is incorporated herein by reference.
(c) The information contained in the section of the Proxy Statement
entitled "Comparative Per Share Market Price and Dividend
Information" is incorporated herein by reference.
(d) The information contained in the section of the Proxy Statement
entitled "Comparative Per Share Market Price and Dividend
Information" is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet-The Recapitalization," "Information
About the Recapitalization Participants," "Special
Factors-Shareholders Agreement" and "Directors and Executive
Officers of Springs" is incorporated herein by reference.
(b) The information contained in the section of the Proxy Statement
entitled "Information About the Recapitalization
Participants-Heartland" is incorporated herein by reference.
(c)(1)-(5) The information contained in the sections of the Proxy
Statement entitled "Information About the Recapitalization
Participants-Heartland," "Information About the
Recapitalization Participants-The Close Family," "Directors
and Executive Officers of Springs" and "Election of
Directors-Directors and Nominees" is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1) Not applicable.
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(a)(2) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet," "The Annual Meeting-Vote
Required," "Special Factors-Structure of the Recapitalization,"
"Special Factors-Background of the Recapitalization," "Special
Factors-Recommendation of the Special Committee and the Springs
Board; Springs' Purpose and Reasons for the Recapitalization,"
"Special Factors-Springs' Position Regarding the Fairness of the
Recapitalization," "Special Factors-Opinion of UBS Warburg LLC,"
"Special Factors-The Close Family's Position Regarding the
Fairness of the Recapitalization," "Special Factors-The Close
Family's Purpose and Reasons for the Recapitalization," "Special
Factors-Heartland's Position Regarding the Fairness of the
Recapitalization," "Special Factors-Heartland's Purpose and
Reasons for the Recapitalization," "Special Factors-Accounting
Treatment" and "U.S. Federal Income Tax Consequences" is
incorporated herein by reference.
(c) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Structure of the Recapitalization,"
"Special Factors-Interests of Certain Persons in the
Recapitalization," "The Recapitalization-Treatment of Management
Incentive Plans" and "Dissenters' Rights" is incorporated herein
by reference.
(d) The information contained in the section of the Proxy Statement
entitled "Dissenters' Rights" and in Appendix D to the Proxy
Statement is incorporated herein by reference.
(e) The information contained in the section of the Proxy Statement
entitled "Where You Can Find More Information" is incorporated
herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)(1) Not applicable.
(a)(2) The information contained in the section of the Proxy
Statement entitled "Director and Executive Officer
Compensation-Directors' Compensation" is incorporated herein
by reference.
(b) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Background of the Recapitalization,"
"Special Factors-Shareholders Agreement" and "The
Recapitalization" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Background of the Recapitalization" and
"Special Factors-Shareholders Agreement" is incorporated herein by
reference.
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(e) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Background of the Recapitalization,"
"Special Factors-Interests of Certain Persons in the
Recapitalization," "Special Factors-Shareholders Agreement,"
"Financing for the Recapitalization" and "The Recapitalization" is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Structure of the Recapitalization,"
"Special Factors-Certain Effects of the Recapitalization,"
"Special Factors-Plans for Springs after the Recapitalization" and
"The Recapitalization-Recapitalization Consideration" is
incorporated herein by reference.
(c)(1)-(8) The information contained in the sections of the Proxy
Statement entitled "Special Factors-Structure of the
Recapitalization," "Special Factors-Background of the
Recapitalization," "Special Factors-Shareholders Agreement,"
"Special Factors-Certain Effects of the Recapitalization,"
"Special Factors-Plans for Springs after the
Recapitalization," "Financing for the Recapitalization,"
"The Recapitalization" and "Comparative Per Share Market
Price and Dividend Information" is incorporated herein by
reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors-Background of the
Recapitalization," "Special Factors-Recommendation of the
Special Committee and the Springs Board; Springs' Purpose and
Reasons for the Recapitalization," "Special Factors-Springs'
Position Regarding the Fairness of the Recapitalization,"
"Special Factors-Opinion of UBS Warburg LLC," "Special
Factors-The Close Family's Position Regarding the Fairness of
the Recapitalization," "Special Factors-The Close Family's
Purpose and Reasons for the Recapitalization," "Special
Factors-Heartland's Position Regarding the Fairness of the
Recapitalization" and "Special Factors-Heartland's Purpose and
Reasons for the Recapitalization" is incorporated herein by
reference.
(d) The information contained in the sections of the Proxy Statement
entitled "Summary," "Special Factors-Structure of the
Recapitalization," "Special Factors-Recommendation of the Special
Committee and the Springs Board; Springs' Purpose and Reasons for
the Recapitalization," "Special Factors-Springs' Position
Regarding the Fairness of the Recapitalization," "Special
Factors-Opinion of UBS Warburg LLC," "Special Factors-The Close
Family's Position Regarding the Fairness of the Recapitalization,"
"Special Factors-The Close Family's Purpose and Reasons for the
Recapitalization," "Special Factors-Heartland's Position Regarding
the Fairness of the Recapitalization," "Special
Factors-Heartland's Purpose and
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Reasons for the Recapitalization," "Special Factors-Interests of
Certain Persons in the Recapitalization," "Special Factors-
Shareholders Agreement," "Special Factors-Certain Effects of the
Recapitalization," "Special Factors-Plans for Springs after the
Recapitalization," "Special Factors-Accounting Treatment,"
"Financing for the Recapitalization" and "U.S. Federal Income Tax
Consequences" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information contained in the sections of the Proxy
Statement entitled "Special Factors-Background of the
Recapitalization," "Special Factors-Recommendation of the
Special Committee and the Springs Board; Springs' Purpose and
Reasons for the Recapitalization," "Special Factors-Springs'
Position Regarding the Fairness of the Recapitalization,"
"Special Factors-Opinion of UBS Warburg LLC," "Special
Factors-The Close Family's Position Regarding the Fairness of
the Recapitalization," "Special Factors-The Close Family's
Purpose and Reasons for the Recapitalization," "Special
Factors-Heartland's Position Regarding the Fairness of the
Recapitalization," "Special Factors-Heartland's Purpose and
Reasons for the Recapitalization" and "Special Factors-
Interests of Certain Persons in the Recapitalization" is
incorporated herein by reference.
(c) The information contained in the section of the Proxy Statement
entitled "The Annual Meeting-Vote Required" is incorporated herein
by reference.
(d) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Background of the Recapitalization,"
"Special Factors-Special Committee," "Special
Factors-Recommendation of the Special Committee and the Springs
Board; Springs' Purpose and Reasons for the Recapitalization,"
"Special Factors-Springs' Position Regarding the Fairness of the
Recapitalization" and "Special Factors-Opinion of UBS Warburg LLC"
is incorporated herein by reference.
(e) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Background of the Recapitalization,"
"Special Factors-Special Committee," "Special
Factors-Recommendation of the Special Committee and the Springs
Board; Springs' Purpose and Reasons for the Recapitalization" and
"Special Factors-Springs' Position Regarding the Fairness of the
Recapitalization" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors-Background of the
Recapitalization," "Special Factors-Recommendation of the
Special Committee and the Springs Board;
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Springs' Purpose and Reasons for the Recapitalization,"
"Special Factors-Springs' Position Regarding the Fairness of
the Recapitalization" and "Special Factors-Opinion of UBS
Warburg LLC" and in Appendix B to the Proxy Statement is
incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information contained in the section of the Proxy
Statement entitled "Financing for the Recapitalization" is
incorporated herein by reference.
(c) The information contained in the section of the Proxy Statement
entitled "The Recapitalization-Estimated Fees and Expenses of the
Recapitalization" is incorporated herein by reference.
(d)(1)-(2) The information contained in the section of the Proxy
Statement entitled "Financing for the Recapitalization" is
incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information contained in the sections of the Proxy Statement
entitled "Information About the Recapitalization Participants-The
Close Family" and "Other Annual Meeting Matters-Security Ownership
of Certain Beneficial Owners and Management as of February 15,
2001" is incorporated herein by reference.
(b) Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) The information contained in the sections of the Proxy Statement
entitled "The Annual Meeting-Vote Required," "Special
Factors-Structure of the Recapitalization," "Special
Factors-Special Committee," "Special Factors-Recommendation of the
Special Committee and the Springs Board; Springs' Purpose and
Reasons for the Recapitalization," "Special Factors-Springs'
Position Regarding the Fairness of the Transaction," "Special
Factors-Opinion of UBS Warburg LLC," "Special Factors-The Close
Family's Position Regarding the Fairness of the Recapitalization,"
"Special Factors-The Close Family's Purpose and Reasons for the
Recapitalization" and "Special Factors-Interests of Certain
Persons in the Recapitalization" is incorporated herein by
reference.
(e) The information contained in the sections of the Proxy Statement
entitled "Special Factors-Recommendation of the Special Committee
and the Springs Board; Springs' Purpose and Reasons for the
Recapitalization," "Special Factors-Springs' Position Regarding
the Fairness of the Transaction" and "Special Factors-Opinion of
UBS Warburg LLC" is incorporated herein by reference.
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ITEM 13. FINANCIAL STATEMENTS.
(a)(1)-(4) The information contained in the section of the Proxy
Statement entitled "Selected Historical Consolidated
Financial Data" and in Springs' Consolidated Financial
Statements on pages 13 through 24 of Springs' 2000 Annual
Report to Shareholders, filed with the Securities and
Exchange Commission on March 28, 2001 as part of Exhibit 13
to Springs' Annual Report on Form 10-K for the fiscal year
ended December 30, 2000, is incorporated herein by
reference.
(b)(1)-(3) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b) The information contained in the section of the Proxy
Statement entitled "The Annual Meeting-Proxy Solicitation"
is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information contained in the Proxy Statement, including all
appendices thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
(a)(1) Preliminary Proxy Statement filed by Springs Industries,
Inc. with the Securities and Exchange Commission on May 9,
2001 under cover of Schedule 14A (incorporated by reference to
the Proxy Statement filed by Springs Industries, Inc. on
May 9, 2001 under cover of Schedule 14A).
(a)(2) Form of Proxy Cards to be sent to holders of Class A Common
Stock, Class B Common Stock and Class A Common Stock allocated
under the Springs of Achievement Partnership Plan, filed with
the Securities and Exchange Commission along with the Proxy
Statement (incorporated by reference to the Proxy Statement
filed by Springs Industries, Inc. on May 9, 2001 under cover
of Schedule 14A).
(a)(3) Press release issued by Springs Industries, Inc., dated
April 25, 2001 (incorporated by reference to Exhibit 99.1 of
the Current Report on Form 8-K filed by Springs Industries,
Inc. on April 30, 2001).
(b) Commitment Letter, dated as of April 24, 2001, to Heartland
Springs Investment Company from The Chase Manhattan Bank and
J.P. Morgan Chase & Co., a division of Chase Securities Inc.
(incorporated by reference to Exhibit 99.6 of Amendment No. 1
to Schedule 13D for Springs Industries, Inc. filed on
April 30, 2001).
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(c)(1) Opinion of UBS Warburg LLC (incorporated by reference to
Appendix B of the Proxy Statement filed by Springs Industries,
Inc. on May 9, 2001 under cover of Schedule 14A).
(c)(2) Financial presentation materials of UBS Warburg LLC, dated
April 24, 2001.
(d)(1) Recapitalization Agreement, dated as of April 24, 2001,
between Springs Industries, Inc. and Heartland Springs
Investment Company (incorporated by reference to Appendix A
of the Proxy Statement filed by Springs Industries, Inc. on
May 9, 2001 under cover of Schedule 14A).
(d)(2) Shareholders Agreement, dated as of April 24, 2001, by and
among the Persons listed on the signature pages thereof
(incorporated by reference to Exhibit 99.10 of Amendment No. 1
to Schedule 13D for Springs Industries, Inc. filed on
April 30, 2001).
(f) Sections 33-13-101 through 33-13-310 of the South Carolina
Business Corporation Act (incorporated by reference to
Appendix D of the Proxy Statement filed by Springs Industries,
Inc. on May 9, 2001 under cover of Schedule 14A).
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this Transaction Statement is true, complete
and correct.
Date: May 9, 2001 SPRINGS INDUSTRIES, INC.
By: /s/ Crandall C. Bowles
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Crandall C. Bowles, Chairman of the
Board and Chief Executive Officer
Date: May 9, 2001 /s/ Crandall C. Bowles
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Crandall C. Bowles
Date: May 9, 2001 /s/ Leroy S. Close
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Leroy S. Close
Date: May 9, 2001 HEARTLAND INDUSTRIAL PARTNERS, L.P.
By: Heartland Industrial Associates, LLC,
its general partner
By: /s/ David A. Stockman
-----------------------------------
Name: David A. Stockman
Title: Senior Managing Director
Date: May 9, 2001 HEARTLAND SPRINGS INVESTMENT COMPANY
By: /s/ David A. Stockman
-----------------------------------
Name: David A. Stockman
Title: President
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EXHIBIT INDEX
Exhibit No. Description
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(a)(1) Preliminary Proxy Statement filed by Springs Industries, Inc.
with the Securities and Exchange Commission on May 9, 2001 under
cover of Schedule 14A (incorporated by reference to the Proxy
Statement filed by Springs Industries, Inc. on May 9, 2001 under
cover of Schedule 14A).
(a)(2) Form of Proxy Cards to be sent to holders of Class A Common
Stock, Class B Common Stock and Class A Common Stock allocated
under the Springs of Achievement Partnership Plan, filed with the
Securities and Exchange Commission along with the Proxy Statement
(incorporated by reference to the Proxy Statement filed by
Springs Industries, Inc. on May 9, 2001 under cover of Schedule
14A).
(a)(3) Press release issued by Springs Industries, Inc., dated April 25,
2001 (incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by Springs Industries, Inc. on April 30,
2001).
(b) Commitment Letter, dated as of April 24, 2001, to Heartland
Springs Investment Company from The Chase Manhattan Bank and J.P.
Morgan Chase & Co., a division of Chase Securities Inc.
(incorporated by reference to Exhibit 99.6 of Amendment No. 1 to
Schedule 13D for Springs Industries, Inc. filed on April 30,
2001).
(c)(1) Opinion of UBS Warburg LLC (incorporated by reference to Appendix
B of the Proxy Statement filed by Springs Industries, Inc. on
May 9, 2001 under cover of Schedule 14A).
(c)(2) Financial presentation materials of UBS Warburg LLC, dated
April 24, 2001.
(d)(1) Recapitalization Agreement, dated as of April 24, 2001, between
Springs Industries, Inc. and Heartland Springs Investment Company
(incorporated by reference to Appendix A of the Proxy Statement
filed by Springs Industries, Inc. on May 9, 2001 under cover of
Schedule 14A).
(d)(2) Shareholders Agreement, dated as of April 24, 2001, by and among
the Persons listed on the signature pages thereof (incorporated
by reference to Exhibit 99.10 of Amendment No. 1 to Schedule 13D
for Springs Industries, Inc. filed on April 30, 2001).
(f) Sections 33-13-101 through 33-13-310 of the South Carolina
Business Corporation Act (incorporated by reference to Appendix D
of the Proxy Statement filed by Springs Industries, Inc. on May
9, 2001 under cover of Schedule 14A).
(g) Not applicable.
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