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
(AMENDMENT NO. 3)
(FINAL AMENDMENT)
Springs Industries, Inc.
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(Name of Issuer)
Springs Industries, Inc.
Heartland Industrial Partners, L.P.
Heartland Springs Investment Company
Crandall C. Bowles
Frances A. Close
Leroy S. Close
Patricia Close
Elliott S. Close
Hugh W. Close, Jr.
Derick S. Close
Katherine A. Close
Anne S. Close
The Springs Company
Kanawha Insurance Company
Trust No. 3-M
Trust No. T-3
Trust No. 3-3
Trust No. 11-A-3
Trust No. 11-B-3
Trust No. 11-C-3
Trust No. 12-3
Trust No. 4-M
Trust No. T-4
Trust No. 3-4
Trust No. 11-A-4
Trust No. 11-B-4
Trust No. 11-C-4
Trust No. 12-4
Trust No. 5-M
Trust No. T-5
Trust No. 3-5
Trust No. 11-A-5
Trust No. 11-B-5
Trust No. 11-C-5
Trust No. 12-5
Trust No. 6-M
Trust No. T-6
Trust No. 3-6
Trust No. 11-A-6
Trust No. 11-B-6
Trust No. 11-C-6
Trust No. 12-6
Trust No. T-7
Trust No. 3-7
Trust No. 11-A-7
Trust No. 11-B-7
Trust No. 11-C-7
Trust No. 12-7
Trust No. 8-M
Trust No. T-8
Trust No. 3-8
Trust No. 11-A-8
Trust No. 11-B-8
Trust No. 11-C-8
Trust No. 12-8
Trust No. 9-M
Trust No. T-9
Trust No. 3-9
Trust No. 11-A-9
Trust No. 11-B-9
Trust No. 11-C-9
Trust No. 12-9
Trust No. 10-M
Trust No. 10-A
Trust No. 10-D
Trust No. 10-E
Trust No. 11-A-10
Trust No. 11-B-10
Trust No. 11-C-10
Trust No. 12-10
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(Name of Person(s) Filing Statement)
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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, Esq.
Wachtell, Lipton, Rosen & Katz Cahill Gordon & Reindel Sullivan & Cromwell
51 West 52nd Street 80 Pine Street 125 Broad Street
New York, New York 10019 New York, New York 10005 New York, New York 10004
(212) 403-1000 (212) 701-3000 (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: |_|
Check the following box if the filing is a final amendment reporting
the results of the transaction: |X|
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CALCULATION OF FILING FEE
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Transaction Amount of Filing Fee
Valuation*
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$505,450,630.56 $101,090.13
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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 10,645,300 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 1,944,493 options to purchase Class A Common Stock for an
aggregate of $15,766,830.56.
|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 Amendment No. 3 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Transaction Statement"), as previously
amended, first filed on May 9, 2001. This Amendment No. 3 to the Transaction
Statement is being filed with the Securities and Exchange Commission in
connection with the merger (the "Merger") of Heartland Springs Investment
Company, a South Carolina corporation ("Heartland Springs"), with and into
Springs Industries, Inc., a South Carolina corporation ("Springs"), with Springs
continuing as the surviving corporation, pursuant to the Recapitalization
Agreement, dated as of April 24, 2001, as amended as of July 31, 2001, between
Springs and Heartland Springs (the "Recapitalization Agreement"). The
Recapitalization Agreement was formally approved by the shareholders of Springs
at a special meeting of shareholders held on September 5, 2001 (the "Special
Meeting"). The purpose of this Amendment No. 3 to the Transaction Statement is
to report that on September 5, 2001 (the "Closing Date"), the transactions
contemplated by the Recapitalization Agreement, including the Merger, were
consummated. Capitalized terms used but not defined herein have the meanings
given such terms in the Transaction Statement.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 is hereby amended and supplemented as follows:
At the Special Meeting, the Recapitalization Agreement was
approved by holders of more than two-thirds of the outstanding
shares of Springs common stock and by more than a majority of
votes cast by shareholders whose shares are being converted into
cash in the Merger. On September 5, 2001, Heartland Springs was
merged with and into Springs. As a result of the Merger, among
other things, (1) each share of Springs common stock outstanding
immediately prior to the Merger, other than shares held by the
Close family, Heartland (and its co-investors) and Key Management
Employees, was canceled and converted automatically into the right
to receive $46.00 in cash, without interest, and (2) each share of
Heartland Springs common stock was converted automatically into
one share of Class A Common Stock.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6 is hereby amended and supplemented as follows:
The Merger was consummated on September 5, 2001.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
ITEM 11 IS HEREBY AMENDED AND SUPPLEMENTED AS FOLLOWS:
Immediately after the closing of the Merger, approximately 44% of
the outstanding shares of Springs common stock was owned by
Heartland (and its co-investors) and approximately 56% of the
outstanding common stock was owned by the Close family. As a
result of the Merger, Class A Common Stock ceased to trade on the
New York Stock Exchange and became eligible for delisting from the
New York Stock Exchange and for termination of registration
pursuant to Section 12(g)(4) and
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12(h)(3) of the Exchange Act. Accordingly, on September 6, 2001,
Springs filed a Certification and Notice of Termination of
Registration on Form 15 with the Securities and Exchange
Commission.
ITEM 16. EXHIBITS.
Item 16 is hereby amended and supplemented as follows:
(a)(4) Press release issued by Springs Industries, Inc., dated
September 5, 2001, announcing the consummation of the
Merger.
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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: September 6, 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: September 6, 2001 /s/ Crandall C. Bowles
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Crandall C. Bowles
Date: September 6, 2001 Frances A. Close*
Leroy S. Close*
Patricia Close*
Elliott S. Close*
Hugh W. Close, Jr.*
Derick S. Close*
Katherine A. Close*
Anne S. Close*
The Springs Company*
Kanawha Insurance Company*
Trust No. 3-M*
Trust No. T-3*
Trust No. 3-3*
Trust No. 11-A-3*
Trust No. 11-B-3*
Trust No. 11-C-3*
Trust No. 12-3*
Trust No. 4-M*
Trust No. T-4*
Trust No. 3-4*
Trust No. 11-A-4*
Trust No. 11-B-4*
Trust No. 11-C-4*
Trust No. 12-4*
Trust No. 5-M*
Trust No. T-5*
Trust No. 3-5*
Trust No. 11-A-5*
Trust No. 11-B-5*
Trust No. 11-C-5*
Trust No. 12-5*
Trust No. 6-M*
Trust No. T-6*
Trust No. 3-6*
Trust No. 11-A-6*
Trust No. 11-B-6*
Trust No. 11-C-6*
Trust No. 12-6*
Trust No. T-7*
Trust No. 3-7*
Trust No. 11-A-7*
Trust No. 11-B-7*
Trust No. 11-C-7*
Trust No. 12-7*
Trust No. 8-M*
Trust No. T-8*
Trust No. 3-8*
Trust No. 11-A-8*
Trust No. 11-B-8*
Trust No. 11-C-8*
Trust No. 12-8*
Trust No. 9-M*
Trust No. T-9*
Trust No. 3-9*
Trust No. 11-A-9*
Trust No. 11-B-9*
Trust No. 11-C-9*
Trust No. 12-9*
Trust No. 10-M*
Trust No. 10-A*
Trust No. 10-D*
Trust No. 10-E*
Trust No. 11-A-10*
Trust No. 11-B-10*
Trust No. 11-C-10*
Trust No. 12-10*
*By:/s/ Harry B. Emerson
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Harry B. Emerson
Attorney-in-Fact
Date: September 6, 2001 HEARTLAND INDUSTRIAL PARTNERS, L.P.
By: Heartland Industrial Associates, LLC,
Its general partner By:
By: /s/ David A. Stockman
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Name: David A. Stockman
Title: Senior Managing Director
Date: September 6, 2001 HEARTLAND SPRINGS INVESTMENT COMPANY
By: /s/ David A. Stockman
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Name: David A. Stockman
Title: President
EXHIBIT INDEX
Exhibit No. Description
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(a)(4) Press release issued by Springs Industries, Inc., dated
September 5, 2001, announcing the consummation of the Merger.