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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): DECEMBER 19, 1997
PILLOWTEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TEXAS 1-11756 75-2147728
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
4111 MINT WAY, DALLAS, TEXAS 75237
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 333-3225
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The historical financial statements of Fieldcrest filed as Exhibit
99.3 hereto are incorporated herein by reference.
(b) The pro forma financial information required by Item 7(b) of Form 8-K
is filed as Exhibit 99.4 hereto and is incorporated herein by reference.
(c) Exhibits:
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Exhibit
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of
September 10, 1997, by and among Pillowtex
Corporation, Pegasus Merger Sub, Inc., and
Fieldcrest Cannon, Inc. (incorporated by
reference to Appendix A to the Joint Proxy
Statement/Prospectus forming a part of
Pillowtex Corporation's Registration Statement
on Form S-4 (No. 333-36663) (the "S-4
Registration Statement"))
2.2 Amendment to Agreement and Plan of Merger,
dated as of September 23, 1997, by and among
Pillowtex Corporation, Pegasus Merger Sub,
Inc., and Fieldcrest Cannon, Inc.
(incorporated by reference to Appendix A to
the Joint Proxy Statement/Prospectus forming a
part of the Form S-4 Registration Statement)
3.1 * Restated Articles of Incorporation of Pillowtex, as
amended
4.1 * Indenture, dated as of December 18, 1997, among
Pillowtex Corporation, the guarantors listed on the
signature page thereto, and Norwest Bank Minnesota,
National Association, as Trustee
4.2 * Supplemental Indenture, dated as of December 19, 1997,
among Pillowtex Corporation, the guarantors listed on
the signature page thereto, and Norwest Bank Minnesota
National Association, as Trustee
10.1 * Amended and Restated Credit Agreement, dated as of
December 19, 1997, among Pillowtex Corporation,
certain Lenders named therein, and NationsBank of
Texas, N.A., as Administrative Agent
10.2 * Term Credit Agreement, dated as of December 19, 1997,
among Pillowtex Corporation, certain Lenders named
herein, and NationsBank of Texas, N.A., as
Administrative Agent
10.3 Preferred Stock Purchase Agreement, dated as of
September 10, 1997, by and among Pillowtex
Corporation, Apollo Investment Fund III, L.P., Apollo
Overseas Partners III, L.P., and Apollo (UK) Partners
III, L.P. (incorporated by reference to Exhibit 10.2
to Pillowtex Corporation's Current Report on Form 8-K
dated September 10, 1997, as amended by a Form 8-K/A
(Amendment No. 1) dated September 10, 1997)
10.4 Amendment No. 1 to the Preferred Stock Purchase
Agreement, dated as of November 21, 1997, by and among
Pillowtex Corporation, Apollo Investment Fund III,
L.P., Apollo Overseas Partners III, L.P., and Apollo
(UK) Partners III, L.P. (incorporated by reference to
Exhibit 10.1 to Pillowtex Corporation's Current Report
on Form 8-K dated November 21, 1997)
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10.5* Purchase Agreement, dated December 15, 1997, among Pillowtex
Corporation, the guarantors listed on the signature page thereto,
and NationsBanc Montgomery Securities, Inc. and Bear, Stearns &
Co. Inc.
10.6* Purchase Agreement Supplement, dated December 19, 1997, among
Pillowtex Corporation, the guarantors listed on the signature
page thereto, and NationsBank Montgomery Securities, Inc. and
Bear, Stearns & Co. Inc.
10.7* Registration Rights Agreement, dated as of December 18, 1997,
among Pillowtex Corporation, the guarantors listed on the
signature page thereto, and NationsBanc Montgomery Securities,
Inc. and Bear, Stearns & Co. Inc.
10.8* Registration Rights Agreement Supplement, dated as of December
19, 1997, among Pillowtex Corporation, the guarantors listed on
the signature page thereto, and NationsBanc Montgomery
Securities, Inc. and Bear, Stearns & Co. Inc.
99.1* Press release, dated December 19, 1997, issued by Pillowtex
Corporation
99.2 Audited Financial Statements of Pillowtex Corporation as of
December 30, 1995 and December 28, 1996 and for each of the years
in the three-year period ended December 28, 1996 (incorporated by
reference to pages F-1 through F-24 in Pillowtex Corporation's
Annual Report on Form 10-K for the fiscal year ended December 28,
1996) and Unaudited Financial Statements of Pillowtex Corporation
as of September 27, 1997 and for the three months and nine months
ended September 27, 1997 and September 28, 1996 (incorporated by
reference to pages 3 through 11 in Pillowtex Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 27, 1997)
99.3 Audited Financial Statements of Fieldcrest Cannon, Inc. as of and
for the fiscal years ended December 31, 1995 and December 31,
1996 (incorporated by reference to pages 18 through 34 in
Fieldcrest Cannon, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1996) and Unaudited Financial
Statements of Fieldcrest Cannon, Inc. as of September 30, 1997
and for the nine months ended September 30, 1997 and September
30, 1996 (incorporated by reference to pages 2 through 5 in the
Fieldcrest Cannon, Inc.'s Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1997)
99.4** Unaudited Pro Forma Combined Financial Information of Pillowtex
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* Previously filed.
** Filed herewith.
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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/ J. Mark Kirkpatrick
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J. Mark Kirkpatrick
Vice President and Treasurer
Dated: February 11, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of September 10, 1997, by and among Pillowtex
Corporation, Pegasus Merger Sub, Inc., and Fieldcrest Cannon, Inc. (incorporated by
reference to Appendix A to the Joint Proxy Statement/Prospectus forming a part of
Pillowtex Corporation's Registration Statement on Form S-4 (No. 333-36663) (the
"S-4 Registration Statement"))
2.2 Amendment to Agreement and Plan of Merger, dated as of September 23, 1997, by and
among Pillowtex Corporation, Pegasus Merger Sub, Inc., and Fieldcrest Cannon, Inc.
(incorporated by reference to Appendix A to the Joint Proxy Statement/Prospectus
forming a part of the Form S-4 Registration Statement)
3.1 * Restated Articles of Incorporation of Pillowtex, as amended
4.1 * Indenture, dated as of December 18, 1997, among Pillowtex Corporation, the guarantors
listed on the signature page thereto, and Norwest Bank Minnesota, National Association,
as Trustee
4.2 * Supplemental Indenture, dated as of December 19, 1997, among Pillowtex Corporation, the
guarantors listed on the signature page thereto, and Norwest Bank Minnesota, National
Association, as Trustee
10.1 * Amended and Restated Credit Agreement, dated as of December 19, 1997, among Pillowtex
Corporation, certain Lenders named therein, and NationsBank of Texas, N.A., as
Administrative Agent
10.2 * Term Credit Agreement, dated as of December 19, 1997, among Pillowtex Corporation,
certain Lenders named herein, and NationsBank of Texas, N.A., as Administrative Agent
10.3 Preferred Stock Purchase Agreement, dated as of September 10, 1997, by and among Pillowtex
Corporation, Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P., and
Apollo (UK) Partners III, L.P. (incorporated by reference to Exhibit 10.2 to Pillowtex
Corporation's Current Report on Form 8-K dated September 10, 1997, as amended by a Form
8-K/A (Amendment No. 1) dated September 10, 1997)
10.4 Amendment No. 1 to the Preferred Stock Purchase Agreement, dated as of November 21, 1997,
by and among Pillowtex Corporation, Apollo Investment Fund III, L.P., Apollo Overseas
Partners III, L.P., and Apollo (UK) Partners III, L.P. (incorporated by reference to
Exhibit 10.1 to Pillowtex Corporation's Current Report on Form 8-K dated November 21, 1997)
10.5 * Purchase Agreement, dated December 15, 1997, among Pillowtex Corporation, the
guarantors listed on the signature page thereto, and NationsBanc Montgomery Securities,
Inc. and Bear, Stearns & Co. Inc.
10.6 * Purchase Agreement Supplement, dated December 19, 1997, among Pillowtex Corporation,
the guarantors listed on the signature page thereto, and NationsBank Montgomery Securities,
Inc. and Bear, Stearns & Co. Inc.
10.7 * Registration Rights Agreement, dated as of December 18, 1997, among Pillowtex
Corporation, the guarantors listed on the signature page thereto, and NationsBanc
Montgomery Securities, Inc. and Bear, Stearns & Co. Inc.
10.8 * Registration Rights Agreement Supplement, dated as of December 19, 1997, among Pillowtex
Corporation, the guarantors listed on the signature page thereto, and NationsBanc Montgomery
Securities, Inc. and Bear, Stearns & Co. Inc.
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99.1 * Press release, dated December 19, 1997, issued by Pillowtex Corporation
99.2 Audited Financial Statements of Pillowtex Corporation as of December 30, 1995 and December 28,
1996 and for each of the years in the three-year period ended December 28, 1996 (incorporated
by reference to pages F-1 through F-24 in Pillowtex Corporation's Annual Report on Form 10-K
for the fiscal year ended December 28, 1996) and Unaudited Financial Statements of Pillowtex
Corporation as of September 27, 1997 and for the three months and nine months ended
September 27, 1997 and September 28, 1996 (incorporated by reference to pages 3 through 11
in Pillowtex Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 27, 1997)
99.3 Audited Financial Statements of Fieldcrest Cannon, Inc. as of and for the fiscal years ended
December 31, 1995 and December 31, 1996 (incorporated by reference to pages 18 through
34 in Fieldcrest Cannon, Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1996) and Unaudited Financial Statements of Fieldcrest Cannon, Inc. as of
September 30, 1997 and for the nine months ended September 30, 1997 and September 30,
1996 (incorporated by reference to pages 2 through 5 in the Fieldcrest Cannon, Inc.'s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997)
99.4 ** Unaudited Pro Forma Combined Financial Information of Pillowtex
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* Previously filed.
** Filed herewith.