1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. 2)
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
2
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
- --------------------------------------------------------------------------------
(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)
- --------------------------------------------------------------------------------
(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: [ ]
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.
Form or Registration No.: Schedule 14A Date Filed: May 9, 2001
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INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Transaction Statement"), first filed on May 9, 2001, 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) each member of
the Close family, (3) Heartland Industrial Partners, L.P., a Delaware limited
partnership ("Heartland") and (4) Heartland Springs Investment Company, a South
Carolina corporation newly organized by Heartland ("Heartland Springs"). The
Close family consists of (1) certain descendants of Leroy Springs, Springs'
founder, including Crandall C. Bowles, chairman and chief executive officer of
Springs, and Leroy S. Close, a director of Springs, (2) certain trusts for the
benefit of these Close family members and their children and (3) two privately
owned companies controlled by these individuals and trusts.
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, by Heartland (or its co-investors), by key
management employees who elect prior to the effective time of the
recapitalization to retain their Springs shares ("Key Management Employees") 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 Key Management Employees, 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. 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
56%, and Heartland, whose ownership interest in the Company's common stock would
be approximately 44%.
Concurrently with the filing of this Transaction Statement, Springs is
filing with the Securities and Exchange Commission its definitive 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.
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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 Term Sheet-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" is
incorporated herein by reference.
(c)(1)-(5)The information contained in the sections of the Proxy
Statement entitled "Information About the Recapitalization
Participants," "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 Term Sheet," "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; Springs' Purpose and
Reasons for the Recapitalization," "Special
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Factors-Springs' Position Regarding the Fairness of the
Recapitalization" "Special Factors-Opinion of UBS
Warburg LLC" and "Where You Can Find More Information" 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" is
incorporated herein by reference.
(b) The information contained in the section of the Proxy Statement
entitled "Other Annual Meeting Matters-Transactions Effected by
the Springs of Achievement Partnership Plan" is incorporated
herein by reference.
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," in Springs' Consolidated Financial
Statements on pages 12 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, and in Springs' Unaudited Condensed
Consolidated Financial Statements on pages 3 through 12 of
Springs' Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed with the Securities and Exchange
Commission on May 15, 2001, 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) Definitive Proxy Statement filed by Springs Industries, Inc.
with the Securities and Exchange Commission on August 7, 2001
under cover of Schedule 14A (incorporated by reference to the
Definitive Proxy Statement filed by Springs Industries, Inc.
on August 7, 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
Definitive Proxy Statement (incorporated by reference to the
Definitive Proxy Statement filed by Springs Industries, Inc.
on August 7, 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)(1) 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).
(b)(2) Amendment Letter, dated July 26, 2001, to Heartland Springs
Investment Company from The Chase Manhattan Bank and J.P.
Morgan Securities Inc.
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(c)(1) Opinion of UBS Warburg LLC (incorporated by reference to
Appendix B of the Definitive Proxy Statement filed by Springs
Industries, Inc. on August 7, 2001 under cover of Schedule
14A).
(c)(2) Financial presentation materials of UBS Warburg LLC, dated
April 24, 2001.*
(c)(3) Financial presentation materials of Sheffield Merchant
Banking Group, a business group of CRT Capital Group LLC,
dated February 15, 2001.**
(c)(4) Financial materials of Sheffield Merchant Banking Group,
dated February 18,2001.
(c)(5) Preliminary draft financial presentation materials of UBS
Warburg LLC, dated March 19, 2001.
(c)(6) Preliminary draft financial materials of UBS Warburg LLC,
dated April 2, 2001.
(c)(7) Financial materials of Sheffield Merchant Banking Group,
dated October 6, 2000.**
(d)(1) Recapitalization Agreement, dated as of April 24, 2001,
between Springs Industries, Inc. and Heartland Springs
Investment Company (incorporated by reference, as amended, to
Appendix A of the Definitive Proxy Statement filed by Springs
Industries, Inc. on August 7, 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).
(d)(3) Amendment No. 1 to Recapitalization Agreement, dated as of
July 31, 2001, between Springs Industries, Inc. and Heartland
Springs Investment Company.
(f) Sections 33-13-101 through 33-13-310 of the South Carolina
Business Corporation Act (incorporated by reference to
Appendix D of the Definitive Proxy Statement filed by Springs
Industries, Inc. on August 7, 2001 under cover of Schedule
14A).
(g) Not applicable.
- -----------------
* Previously filed.
** Portions omitted pursuant to a request for confidential treatment.
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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: August 7, 2001 SPRINGS INDUSTRIES, INC.
By: /s/ Crandall C. Bowles
-------------------------------------------
Crandall C. Bowles
Chairman of the Board and Chief Executive
Officer
Date: August 7, 2001 /s/ Crandall C. Bowles
-----------------------------------------------
Crandall C. Bowles
Date: August 7, 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*
14
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
-------------------------------------------
Harry B. Emerson
Attorney-in-Fact
15
HEARTLAND INDUSTRIAL PARTNERS, L.P.
Date: August 7, 2001 By: Heartland Industrial Associates, LLC,
its general partner
By: /s/ W. Gerald McConnell
-------------------------------------------
Name: W. Gerald McConnell
Title: Senior Managing Director
Date: August 7, 2001 HEARTLAND SPRINGS INVESTMENT COMPANY
By: /s/ W. Gerald McConnell
-------------------------------------------
Name: W. Gerald McConnell
Title: Vice President and Secretary
16
EXHIBIT INDEX
Exhibit No. Description
- ----------- --'---------
(a)(1) Definitive Proxy Statement filed by Springs Industries, Inc. with
the Securities and Exchange Commission on August 7, 2001 under cover
of Schedule 14A (incorporated by reference to the Definitive Proxy
Statement filed by Springs Industries, Inc. on August 7, 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 Definitive Proxy Statement
(incorporated by reference to the Definitive Proxy Statement filed
by Springs Industries, Inc. on August 7, 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)(1) 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).
(b)(2) Amendment Letter, dated July 26, 2001, to Heartland Springs
Investment Company from The Chase Manhattan Bank and J.P. Morgan
Securities Inc.
(c)(1) Opinion of UBS Warburg LLC (incorporated by reference to Appendix B
of the Definitive Proxy Statement filed by Springs Industries, Inc.
on August 7, 2001 under cover of Schedule 14A).
(c)(2) Financial presentation materials of UBS Warburg LLC, dated April 24,
2001.*
(c)(3) Financial presentation materials of Sheffield Merchant Banking
Group, a business group of CRT Capital Group LLC, dated February
15, 2001.**
(c)(4) Financial materials of Sheffield Merchant Banking Group, dated
February 18, 2001.
(c)(5) Preliminary draft financial presentation materials of UBS Warburg
LLC, dated March 19, 2001.
(c)(6) Preliminary draft financial materials of UBS Warburg LLC, dated
April 2, 2001.
(c)(7) Financial materials of Sheffield Merchant Banking Group, dated
October 6, 2000.**
(d)(1) Recapitalization Agreement, dated as of April 24, 2001, between
Springs Industries, Inc. and Heartland Springs Investment Company
(incorporated by reference, as amended, to Appendix A of the
Definitive Proxy Statement filed by Springs Industries, Inc. on
August 7, 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).
(d)(3) Amendment No. 1 to Recapitalization Agreement, dated as of July 31,
2001, between Springs Industries, Inc. and Heartland Springs
Investment Company.
(f) Sections 33-13-101 through 33-13-310 of the South Carolina Business
Corporation Act (incorporated by reference to Appendix D of the
Definitive Proxy Statement filed by Springs Industries, Inc. on
August 7, 2001 under cover of Schedule 14A).
(g) Not applicable.
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* Previously filed.
** Portions omitted pursuant to a request for confidential treatment.