SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 23, 2001
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PILLOWTEX CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Texas 1-11756 75-2147728
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
4111 Mint Way, Dallas, Texas 75237
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 333-3225
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On August 23, 2001, the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") authorized the sale of the inventory and fixed
assets associated with the Blanket Division of Pillowtex Corporation (the
"Company") pursuant to the Asset Purchase Agreement, dated as of July 27, 2001
(the "Purchase Agreement"), between Beacon Manufacturing Company, a wholly owned
subsidiary of the Company, and Beacon Acquisition Corporation (the "Purchaser").
On August 23, 2001, the Company issued a press release announcing the Bankruptcy
Court's authorization of the sale. A copy of the press release is filed as
Exhibit 99.1 hereto and incorporated herein by this reference.
Pursuant to the Purchase Agreement, the Purchaser will pay a purchase price
of $16.8 million, subject to certain adjustments based on inventory levels,
prepaid items and accrued but unpaid items as of closing, and will assume all
liabilities arising after closing under the terms of contracts to be assumed and
assigned to the Purchaser and, with limited exceptions, all environmental
liabilities associated with the purchased assets. The purchase price will be
paid in a combination of cash and a three-year promissory note in a principal
amount of approximately $1.3 million, secured by a pledge of 100% of the stock
of the Purchaser, a second lien on the majority of the assets being sold
(excluding the Blanket Division's real property located in Westminister, South
Carolina) and a third lien on the Blanket Division's real property located in
Swannanoa, North Carolina. The sale is expected to close in September 2001;
however, the sale remains subject to certain conditions, including the consent
of the Company's senior lenders, and, accordingly, no assurance can be given in
this regard. A copy of the Purchase Agreement is filed as Exhibit 2.1 hereto and
is incorporated herein by this reference.
The net proceeds from the sale will be applied to pay down obligations
to the lenders under the Company's prepetition senior debt facilities in
accordance with a prior order of the Bankruptcy Court.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired:
Not Applicable.
(b) Pro Forma Financial Information:
Not Applicable.
(c) Exhibits:
Exhibit
Number Exhibit
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2.1 Asset Purchase Agreement, dated as of July 27, 2001
between Beacon Manufacturing Co. and Beacon Acquisition
Co.
99.1 Press release, dated August 23, 2001, issued by
Pillowtex Corporation
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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.
PILLOWTEX CORPORATION
By: /s/ John F. Sterling
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Name: John F. Sterling
Title: Vice-President and General Counsel
Dated: August 24, 2001
INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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2.1 Asset Purchase Agreement, dated as of July 27, 2001
between Beacon Manufacturing Co. and Beacon Acquisition
Co.
99.1 Press release, dated August 23, 2001, issued by Pillowtex
Corporation.