AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2002
REGISTRATION NO. 333-86394
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------------
COLLINS & AIKMAN CORPORATION COLLINS & AIKMAN PRODUCTS CO.
(Exact name of co-registrant as specified in its charter) (Exact name of co-registrant as specified in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
13-3489233 13-0588710
(I.R.S. Employer Identification Number.) (I.R.S. Employer Identification Number.)
250 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
(248) 824-2500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
---------------------
THOMAS E. EVANS
250 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
(248) 824-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copy to:
GARY A. BROOKS, ESQ.
JONATHAN A. SCHAFFZIN, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005-1702
(212) 701-3000
---------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
================================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
---------------------
================================================================================
ADDITIONAL REGISTRANTS
STATE OR OTHER PRIMARY STANDARD I.R.S.
JURISDICTION OF INDUSTRIAL EMPLOYER
INCORPORATION OR CLASSIFICATION CODE IDENTIFICATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER NO.
- ---------------------------------------------------------- ------------------ --------------------- ---------------
Collins & Aikman Accessory Mats, Inc. .................... Delaware 3069 34-1532472
Akro Mats, LLC ........................................... Delaware 3069 *
Collins & Aikman Automotive Mats, LLC .................... Delaware 3069 *
Collins & Aikman Asset Services, Inc. .................... Delaware 6719 95-4225459
Collins & Aikman Automotive International, Inc. .......... Delaware 6719 13-3376151
Collins & Aikman Carpet & Acoustics (MI), Inc. ........... Delaware 3714 38-2831561
Collins & Aikman Carpet & Acoustics (TN), Inc. ........... Tennessee 3714 62-1301605
Collins & Aikman International Corporation ............... Delaware 6719 95-3416790
Collins & Aikman Europe, Inc. ............................ Delaware 6719 88-0373716
Collins & Aikman Plastics, Inc. .......................... Delaware 3089 34-1376202
Collins & Aikman Properties, Inc. ........................ Delaware 6719 95-3416796
Comet Acoustics, Inc. .................................... Delaware 7371 56-2225192
Dura Convertible Systems, Inc. ........................... Delaware 3714 95-4094096
Amco Convertible Fabrics, Inc. ........................... Delaware 2221 38-3254156
Gamble Development Company ............................... Minnesota 6519 41-0949764
JPS Automotive, Inc. ..................................... Delaware 2273 56-2001613
Wickes Asset Management Inc. ............................. Delaware 6519 95-4030704
Wickes Manufacturing Company ............................. Delaware 6519 95-4001211
Collins & Aikman Interiors, Inc. ......................... Delaware 6719 56-2270167
Collins & Aikman Development Company ..................... Delaware 3089 56-2270173
Becker Group, L.L.C. ..................................... Michigan 3089 38-3451471**
Brut Plastics, Inc. ...................................... Michigan 3089 38-2959954
Collins & Aikman Advanced Processes, Inc. ................ Delaware 3089 56-2270171
Collins & Aikman Canada Domestic Holding Company ......... Delaware 6719 56-2270169
Collins & Aikman Fabrics, Inc. ........................... Delaware 2221 38-3024579
M & C Advanced Processes, Inc. ........................... Michigan 3089 38-3172585
Textron Automotive Exteriors Inc. ........................ Delaware 3089 05-0471352
Textron Automotive Interiors Inc. ........................ Delaware 3089 02-0265330
Textron Automotive (Asia) Inc. ........................... Delaware 3089 05-0505045
Textron Automotive (Argentina) Inc. ...................... Delaware 3089 06-1470649
Textron Automotive Overseas Investment Inc. .............. Delaware 3089 02-0435027
Textron Automotive International Services Inc. ........... Delaware 3089 05-0447633
Textron Properties Inc. .................................. Delaware 6719 05-0425768
- ----------
* This company is a single member limited liability company and for federal
income tax purposes is treated as a division of Collins & Aikman
Accessory Mats, Inc. There is no I.R.S. employer identification number
assigned to this company.
** This company is a single member limited liability company and for federal
income tax purposes is treated as a division of C&A Plastics, Inc. The
I.R.S. employer identification number listed was used prior to
acquisition.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May, 2002.
COLLINS & AIKMAN CORPORATION
By: /s/ Thomas E. Evans
-----------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ---------------------------------------------- -------------
/s/ Thomas E. Evans Chairman of the Board and Chief Executive May 23, 2002
- -----------------------
Thomas E. Evans Officer (Principal Executive Officer)
* Interim Chief Financial Officer and Director May 23, 2002
- -----------------------
J. Michael Stepp (Principal Financial Officer)
* Vice President, Finance and Controller May 23, 2002
- -----------------------
James L. Murawski (Principal Accounting Officer)
* Vice Chairman of the Board May 23, 2002
- -----------------------
Charles E. Becker
* Director May 23, 2002
- -----------------------
Robert C. Clark
* Director May 23, 2002
- -----------------------
Marshall A. Cohen
* Director May 23, 2002
- -----------------------
Cynthia Hess
Director
- -----------------------
Timothy D. Leuliette
* Director May 23, 2002
- -----------------------
Elkin McCallum
* Director May 23, 2002
- -----------------------
W. Gerald McConnell
* Director May 23, 2002
- -----------------------
Warren B. Rudman
* Director May 23, 2002
- -----------------------
David A. Stockman
II-4
SIGNATURE TITLE DATE
- ------------------------- ---------- -------------
* Director May 23, 2002
- -----------------------
Daniel P. Tredwell
* Director May 23, 2002
- -----------------------
Samuel Valenti
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May, 2002.
COLLINS & AIKMAN PRODUCTS CO.
By: /s/ Thomas E. Evans
-----------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ---------------------------------------------- -------------
/s/ Thomas E. Evans Chairman of the Board and Chief Executive May 23, 2002
- -----------------------
Thomas E. Evans Officer (Principal Executive Officer)
* Interim Chief Financial Officer and Director May 23, 2002
- -----------------------
J. Michael Stepp (Principal Financial Officer)
* Vice President, Finance and Controller May 23, 2002
- -----------------------
James L. Murawski (Principal Accounting Officer)
* Director May 23, 2002
- -----------------------
Samuel Valenti
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
AKRO MATS, LLC
COLLINS & AIKMAN AUTOMOTIVE MATS, LLC
By: /s/ Thomas E. Evans
-------------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------------- -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Executive Vice President and Chief May 23, 2002
- -----------------------
J. Michael Stepp Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
* Manager May 23, 2002
- -----------------------
Michael Geaghan
* Manager May 23, 2002
- -----------------------
Millard King
* Manager May 23, 2002
- -----------------------
Jeffrey Kies
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
AMCO CONVERTIBLE FABRICS, INC.
DURA CONVERTIBLE SYSTEMS, INC.
By: /s/ Thomas E. Evans
-----------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------ -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Executive Vice President and Chief May 23, 2002
- -----------------------
J. Michael Stepp Financial Officer
(Principal Financial Officer)
* Controller May 23, 2002
- -----------------------
Jeffrey Johnson
*
- -----------------------
/s/ Thomas E. Evans Director May 23, 2002
- -----------------------
Thomas E. Evans
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
BECKER GROUP, LLC
By: *
-----------------------------------
Name: Lou Gasperut
Title: President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------ -------------
* President May 23, 2002
- -----------------------
Lou Gasperut (Principal Executive Officer)
* Controller May 23, 2002
- -----------------------
(Principal Financial Officer)
James Babiasz
* Managing Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
BRUT PLASTICS, INC.
By: *
-----------------------------------
Name: Lou Gasperut
Title: President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------ -------------
* President May 23, 2002
- -----------------------
Lou Gasperut (Principal Executive Officer)
* Controller May 23, 2002
- -----------------------
James Babinsz (Principal Financial Officer)
* Director May 23, 2002
- -----------------------
Lou Gasperut
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN ACCESSORY MATS, INC.
By: /s/ Thomas E. Evans
-----------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------------- -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Executive Vice President and Chief May 23, 2002
- -----------------------
J. Michael Stepp Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
* Director May 23, 2002
- -----------------------
Michael Geaghan
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN ADVANCED PROCESSES, INC.
COLLINS & AIKMAN AUTOMOTIVE INTERNATIONAL, INC.
COLLINS & AIKMAN CANADA DOMESTIC HOLDING COMPANY
COLLINS & AIKMAN DEVELOPMENT COMPANY
COLLINS & AIKMAN EUROPE, INC.
COLLINS & AIKMAN INTERIORS, INC.
By: /s/ Thomas E. Evans
------------------------------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------ -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Chief Financial Officer May 23, 2002
- -----------------------
J. Michael Stepp (Principal Financial Officer)
* Controller May 23, 2002
- -----------------------
James L. Murawski
/s/ Thomas E. Evans Director May 23, 2002
- -----------------------
Thomas E. Evans
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN ASSET SERVICES, INC.
By: *
-----------------------------------------
Name: Ronald T. Lindsay
Title: Senior Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ----------------------------------------- -------------
* Senior, Vice President, General Counsel May 23, 2002
- -----------------------
Ronald T. Lindsay and Secretary
(Principal Executive Officer)
* Controller May 23, 2002
- -----------------------
James L. Murawski (Principal Financial Officer)
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN CARPET & ACOUSTICS (MI), INC.
COLLINS & AIKMAN CARPET & ACOUSTICS (TN), INC.
By: /s/ Thomas E. Evans
--------------------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------------- -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
(Principal Executive Officer)
* Executive Vice President and Chief May 23, 2002
- -----------------------
J. Michael Stepp Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Thomas E. Evans Director May 23, 2002
- -----------------------
Thomas E. Evans
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN FABRICS, INC.
By: *
-----------------------------------
Name: Gerald Jones
Title: President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------ -------------
* President May 23, 2002
- -----------------------
Gerald Jones (Principal Executive Officer)
* Vice President of Finance May 23, 2002
- -----------------------
James L. Murawski (Principal Financial Officer)
* Controller May 23, 2002
- -----------------------
Robert J. Cardin
* Director May 23, 2002
- -----------------------
Gerald Jones
/s/ Thomas E. Evans Director May 23, 2002
- -----------------------
Thomas E. Evans
* Director May 23, 2002
- -----------------------
James L. Murawski
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN PLASTICS, INC.
By: /s/ Thomas E. Evans
-----------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------------- -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Executive Vice President and Chief May 23, 2002
- -----------------------
J. Michael Stepp Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Thomas E. Evans Director May 23, 2002
- -----------------------
Thomas E. Evans
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COMET ACOUSTICS, INC.
By: *
-----------------------------------
Name: Graham Tompson
Title: President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ----------------------------------------- -------------
* President May 23, 2002
- -----------------------
Graham Tompson (Principal Executive Officer)
* Vice President of Finance and Corporate May 23, 2002
- -----------------------
James L. Murawski Controller
(Principal Financial Officer)
* Director May 23, 2002
- -----------------------
Kenneth J. Arndorfer
* Director May 23, 2002
- -----------------------
James L. Murawski
* Director May 23, 2002
- -----------------------
Graham Tompson
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
JPS AUTOMOTIVE, INC.
By: /s/ Thomas E. Evans
-----------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------ -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Executive Vice President and May 23, 2002
- -----------------------
J. Michael Stepp Chief Financial Officer
(Principal Financial Officer)
* Controller May 23, 2002
- -----------------------
James L. Murawski
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN INTERNATIONAL CORPORATION
By: *
---------------------------------------------
Name: Monte L. Miller
Title: President
POWER OF ATTORNEY
Each
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------------- -------------
* President May 23, 2002
- -----------------------
Monte L. Miller (Principal Executive Officer)
* Vice President of Finance May 23, 2002
- -----------------------
James L. Murawski (Principal Financial Officer and Principal
Account Officer)
* Director May 23, 2002
- -----------------------
Monte L. Miller
* Director May 23, 2002
- -----------------------
James L. Murawski
* Director May 23, 2002
- -----------------------
Robert S. Fenton
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
COLLINS & AIKMAN PROPERTIES, INC.
By: *
-----------------------------------
Name: Monte L. Miller
Title: President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------------- -------------
* President May 23, 2002
- -----------------------
Monte L. Miller (Principal Executive Officer)
* Vice President of Finance May 23, 2002
- -----------------------
James L. Murawski (Principal Financial Officer and Principal
Accounting Officer)
* Director May 23, 2002
- -----------------------
Monte L. Miller
* Director May 23, 2002
- -----------------------
James L. Murawski
* Director May 23, 2002
- -----------------------
Robert S. Fenton
Director
- -----------------------
Jonathan L. Peisner
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
GAMBLE DEVELOPMENT COMPANY
WICKES ASSET MANAGEMENT, INC.
WICKES MANUFACTURING COMPANY
By: /s/ Thomas E. Evans
-----------------------------------
Name: Thomas E. Evans
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- --------------------------------------- -------------
/s/ Thomas E. Evans President and Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Executive Vice President and May 23, 2002
- -----------------------
J. Michael Stepp Chief Financial Officer
(Principal Financial Officer)
* Controller May 23, 2002
- -----------------------
James L. Murawski
* Director May 23, 2002
- -----------------------
Eugene A. White
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of May 2002.
M&C ADVANCED PROCESSES, INC.
TEXTRON AUTOMOTIVE EXTERIORS INC.
TEXTRON AUTOMOTIVE (ASIA) INC.
TEXTRON AUTOMOTIVE (ARGENTINA) INC.
TEXTRON AUTOMOTIVE INTERIORS INC.
TEXTRON AUTOMOTIVE OVERSEAS INVESTMENT INC.
TEXTRON AUTOMOTIVE INTERNATIONAL SERVICES INC.
TEXTRON PROPERTIES INC.
By: /s/ Thomas E. Evans
------------------------------------------------
Name: Thomas E. Evans
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- ------------------------------ -------------
/s/ Thomas E. Evans Chief Executive Officer May 23, 2002
- -----------------------
Thomas E. Evans (Principal Executive Officer)
* Executive Vice President and May 23, 2002
- -----------------------
J. Michael Stepp Chief Financial Officer
(Principal Financial Officer)
* Controller May 23, 2002
- -----------------------
James L. Murawski
/s/ Thomas E. Evans Director May 23, 2002
- -----------------------
Thomas E. Evans
* Director May 23, 2002
- -----------------------
Ronald T. Lindsay
* Director May 23, 2002
- -----------------------
J. Michael Stepp
*By: /s/ Thomas E. Evans
------------------------
Thomas E. Evans
Attorney-in-Fact
II-22
EXHIBITS
Please note that in the following description of exhibits, the title of
any document entered into, or filing made, prior to July 7, 1994 reflects the
name of the entity, a party thereto or filing, as the case may be, at such
time. Accordingly, documents and filings described below may refer to Collins &
Aikman Holdings Corporation, Collins & Aikman Group, Inc. or Wickes Companies,
Inc., if such documents and filings were made prior to July 7, 1994.
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------------
1.1* Form of Underwriting Agreement (Equity).
1.2** Form of Underwriting Agreement (Debt securities).
2.1 Agreement and Plan of Merger dated May 14, 2001 by and among Collins & Aikman
Corporation, Collins & Aikman Products Co., Becker Group, L.L.C., CE Becker Inc.,
ME McInerney Inc., J Hoehnel Inc. and the individuals party thereto as sellers is
hereby incorporated by reference to Exhibit 2.1 of Collins & Aikman Corporation's
Current Report on Form 8-K dated July 13, 2001.
2.2 Agreement and Plan of Merger dated as of August 17, 2001 by and among Collins &
Aikman Corporation, Collins & Aikman Products Co., JAII Acquisition Co., Elkin
McCallum, Joan Fabrics Corporation and Joan Automotive Industries, Inc is hereby
incorporated by reference to Exhibit 2.1 of Collins & Aikman Corporation's Current
Report on Form 8-K dated September 21, 2001.
2.3 First Amendment to Agreement and Plan of Merger by and among Collins & Aikman
Corporation, Collins & Aikman Products Co., JAII Acquisition Co., Elkin McCallum,
Joan Fabrics Corporation and Joan Automotive Industries, Inc dated as of
September 21, 2001 is hereby incorporated by reference to Exhibit 2.2 of Collins &
Aikman Corporation's Current Report on Form 8-K dated September 21, 2001.
2.4 Purchase Agreement dated as of August 7, 2001, as amended and restated as of
November 30, 2001, by and among Textron Inc., Collins & Aikman Corporation and
Collins & Aikman Products Co., including Exhibit 1 (Certificate of Designation of the
15% Series A Redeemable Preferred Stock, the 16% Series B Redeemable Preferred
Stock and the 16% Series C Redeemable Preferred Stock) and Exhibit 7 (Asset
Purchase Agreement dated as of August 7 by and between Textron Automotive
Exteriors Inc. and JPS Automotive, Inc.), which is incorporated by reference to
Collins and Aikman Corporation Current Report on Form 8-K dated December 20,
2001 and filed on January 4, 2002. The Table of Contents of the Purchase Agreement
listed as Exhibit 2.4 contains a list briefly identifying the contents of all omitted
schedules and exhibits. Collins & Aikman Corporation will supplementally furnish a
copy of any omitted schedule or Exhibit to the Commission upon request.
2.5 Asset Purchase Agreement dated as of August 7, 2001, as amended and restated as of
November 30, 2001, by and between Textron Automotive Exteriors Inc. and JPS
Automotive, Inc., which is incorporated herein by reference to Exhibit 2.2 of Collins
& Aikman Corporation's Current Report on Form 8-K dated December 20, 2001 and
filed on January 4, 2002.
2.6 Asset Purchase Agreement dated as of August 17, 2001 by and among Collins &
Aikman Products Co., Western Avenue Dyers, L.P., Elkin McCallum, Kerry
McCallum, Penny Richards and Tyng Textiles LLC, which is incorporated by
reference to Exhibit 2.3 to Collins & Aikman Corporation's Current Report on Form
8-K filed on October 4, 2001.
EXHIBIT
NUMBER DESCRIPTION
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2.7 First Amendment to Asset Purchase Agreement dated as of September 21, 2001,
which is incorporated by reference to Exhibit 2.4 to Collins & Aikman Corporation's
Current Report on Form 8-K filed on October 4, 2001.
3.1 Restated Certificate of Incorporation of Collins & Aikman Corporation is hereby
incorporated by reference to Exhibit 3.1 of Collins & Aikman Corporation's Report
on Form 10-Q for the fiscal quarter ended June 26, 1999.
3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Collins &
Aikman Corporation, which is incorporated by reference to Exhibit 3.2 of Collins &
Aikman Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
3.3 By-laws of Collins & Aikman Corporation, as amended, are hereby incorporated by
reference to Exhibit 3.2 of Collins & Aikman Corporation's Report on Form 10-K for
the fiscal year ended January 27, 1996.
3.4 Certificate of Elimination of Cumulative Exchangeable Redeemable Preferred Stock
of Collins & Aikman Corporation is hereby incorporated by reference to Exhibit 3.3
of Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended
October 28, 1995.
4.1 Specimen Stock Certificate for the Common Stock is hereby incorporated by
reference to Exhibit 4.3 of Amendment No. 3 to Collins & Aikman Holdings
Corporation's Registration Statement on Form S-2 (Registration No. 33-53179) filed
June 21, 1994.
4.2 Indenture, dated as of June 1, 1996, between Collins & Aikman Products Co., Collins
& Aikman Corporation and First Union National Bank of North Carolina, as Trustee,
is hereby incorporated by reference to Exhibit 4.2 of Collins & Aikman Corporation's
Report on Form 10-Q for the fiscal quarter ended April 27, 1996.
4.3 First Supplemental Indenture dated as of June 1, 1996, between Collins & Aikman
Products Co., Collins & Aikman Corporation and First Union National Bank of
North Carolina, as Trustee, is hereby incorporated by reference to Exhibit 4.3 of
Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended
April 27, 1996.
4.4 Waiver dated as of October 27, 1998 under the Credit Agreement dated as of May 28,
1998, among Collins & Aikman Products Co., Collins & Aikman Canada, Inc. and
Collins & Aikman Plastics, Ltd., as Canadian Borrowers, Collins & Aikman
Corporation, as Guarantor, the Lender Parties thereto, Bank of America, N.T.S.A., as
Documentation Agent, The Chase Manhattan Bank, as Administrative Agent, and
The Chase Manhattan Bank of Canada, as Canadian Administrative Agent is hereby
incorporated by reference to Exhibit 4.5 of Collins & Aikman Corporation's Report
on Form 10-Q for the fiscal quarter ended September 26, 1998.
4.5 Waiver dated as of December 22, 1998 under the Credit Agreement dated as of
May 28, 1998, among Collins & Aikman Products Co., Collins & Aikman Canada,
Inc. and Collins & Aikman Corporation, as Guarantor, the Lender Parties thereto,
Bank of America, N.T.S.A., as Documentation Agent, The Chase Manhattan Bank, as
Administrative Agent, and The Chase Manhattan Bank of Canada, as Canadian
Administrative Agent is hereby incorporated by reference to Exhibit 4.6 of Collins &
Aikman Corporation's Report on Form 10-K for the year ended December 26, 1998.
EXHIBIT
NUMBER DESCRIPTION
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4.6 Amendment and Waiver dated as of March 8, 1999, among Collins & Aikman
Products Co., Collins & Aikman Canada, Inc., Collins & Aikman Plastics Ltd., Collins
& Aikman Corporation, as Guarantor, the Lender Parties thereto, Bank of America
N.T.S.A., as Documentation Agent, The Chase Manhattan Bank, as Administrative
Agent, and The Chase Manhattan Bank of Canada, as Canadian Administrative
Agent is hereby incorporated by reference to Exhibit 4.7 of Collins & Aikman
Corporation's Report on Form 10-K for the year ended December 26, 1998.
4.7 Tranche C Term Loan Supplement dated as of May 12, 1999 to the Credit Agreement
dated as of May 28, 1998 among Collins & Aikman Products Co., Collins & Aikman
Canada, Inc., Collins & Aikman Plastics, Ltd., Collins & Aikman Corporation, the
Financial Institutions parties thereto, Bank of America N.T.S.A., as Documentation
Agent, The Chase Manhattan Bank, as Administrative Agent, and The Chase
Manhattan Bank of Canada, as Canadian Administrative Agent is hereby
incorporated by reference to Exhibit 4.1 of Collins & Aikman Corporation's Report
on Form 10-Q for the fiscal quarter ended June 26, 1999.
4.8 Indenture dated as of June 28, 1994, between JPS Automotive Products Corp., as
Issuer, JPS Automotive L.P., as Guarantor and Shawmut Bank Connecticut, N.A., as
Trustee, is hereby incorporated by reference to Exhibit 4.2 of JPS Automotive Corp.'s
Registration Statement on Form S-1, Registration No. 33-75510.
4.9 First Supplemental Indenture, dated as of October 5, 1994, between JPS Automotive
Products Corp. and JPS Automotive L.P., as Co-Obligors, and Shawmut Bank
Connecticut, N.A., as Trustee is hereby incorporated by reference to Exhibit 4.48A of
JPS Automotive L.P.'s and JPS Automotive Products Corp.'s Report on Form 10-Q
for the fiscal quarter ended October 2, 1994.
4.10 Second Supplemental Indenture, dated as of February 8, 2001, by and among Collins
& Aikman Products Co., as Issuer, Collins & Aikman Corporation, as Guarantor, and
First Union National Bank, as Trustee, which is incorporated by reference to Exhibit
4.11 of Collins & Aikman Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000.
4.11 Form of Warrant is hereby incorporated by reference to Exhibit 4.1 of Collins &
Aikman Corporation's Current Report on Form 8-K dated July 13, 2001.
4.12 Certificate of Designation of Series A Redeemable Preferred Stock, Series B
Redeemable Preferred Stock and Series C Redeemable Preferred Stock, which is
incorporated herein by reference to Exhibit 4.1 of Collins & Aikman Corporation's
Current Report of Form 8-K dated December 20, 2001 and filed on January 4, 2002.
4.13 Indenture dated as of December 20, 2001 by and among Collins & Aikman Products
Co., as Issuer, the Guarantors parties thereto, and BNY Midwest Trust Company, as
Trustee, which is incorporated herein by reference to Exhibit 4.2 of Collins & Aikman
Corporation's Current Report on Form 8-K dated December 20, 2001 and filed on
January 4, 2002.
4.14 Receivables Transfer Agreement dated as of December 20, 2001 by and among
Carcorp, Inc., as Transferor, Collins & Aikman Products Co., individually and as
Collection Agent, the persons parties thereto, as CP Conduit Purchasers, Committed
Purchasers and Funding Agents and JPMorgan Chase Bank, as Administrative Agent,
which is incorporated herein by reference to Exhibit 4.3 of Collins & Aikman
Corporation's Current Report on Form 8-K dated December 20, 2001 and filed on
January 4, 2002.
EXHIBIT
NUMBER DESCRIPTION
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4.15 Amended and Restated Receivables Purchase Agreement dated as of December 20,
2001 among Collins & Aikman Products Co. and its wholly-owned direct and indirect
subsidiaries named therein, as Sellers, and Carcorp, Inc., as Purchaser, and the other
Sellers from time to time named therein, which is incorporated herein by reference to
Exhibit 4.4 of Collins & Aikman Corporation's Current Report on Form 8-K dated
December 20, 2001 and filed on January 4, 2002.
4.16 Credit Agreement dated as of December 20, 2001 among Collins & Aikman Products
Co., as Borrower, Collins & Aikman Canada Inc., as a Canadian Borrower, Collins &
Aikman Plastics, Ltd., as a Canadian Borrower, Collins & Aikman Corporation, the
Lenders named therein, Deutsche Banc Alex. Brown Inc. and Merrill Lynch Capital
Corporation, as Co-Documentation Agents, Credit Suisse First Boston Corporation,
as Syndication Agent, JPMorgan Chase Bank, as Administrative Agent, and
J.P.Morgan Bank Canada, as Canadian Administrative Agent, which is incorporated
herein by reference to Exhibit 4.5 of Collins & Aikman Corporation's Current Report
on Form 8-K dated December 20, 2001 and filed on January 4, 2002.
4.17 Guarantee and Collateral Agreement dated as of December 20, 2001 by and among
Collins & Aikman Corporation, Collins & Aikman Products Co. and certain of their
subsidiaries and JPMorgan Chase Bank, as Collateral Agent, which is incorporated
herein by reference to Exhibit 4.6 of Collins & Aikman Corporation's Current Report
on Form 8-K dated December 20, 2001 and filed on January 4, 2002.
4.18 Third Supplemental Indenture, dated as of December 20, 2001, among Collins &
Aikman Products Co., Collins & Aikman Corporation, the Subsidiary Guarantors
listed on the signature page thereto, and First Union National Bank (as successor in
interest to First Union National Bank of North Carolina), which is incorporated
herein by reference to Exhibit 4.7 of Collins & Aikman Corporation's Current Report
on Form 8-K dated December 20, 2001 and filed on January 4, 2002.
4.19* Form of C&A Senior Indenture.
4.20 Form of C&A Senior Debt Security (included as Exhibit A to Exhibit 4.19).
4.21* Form of C&A Senior Subordinated Indenture.
4.22 Form of C&A Senior Subordinated Debt Security (included as Exhibit A to Exhibit
4.21).
4.23* Form of Products Senior Indenture.
4.24 Form of Products Senior Debt Security (included as Exhibit A to Exhibit 4.23).
4.25* Form of Products Senior Subordinated Indenture.
4.26 Form of Products Senior Subordinated Debt Security (included as Exhibit A to
Exhibit 4.25).
5.1* Opinion of Cahill Gordon & Reindel.
10.1 Registration Rights Agreement, dated February 23, 2001, by and among Collins &
Aikman Corporation, Blackstone Capital Company II, L.L.C., Heartland Industrial
Partners, L.P. and Wasserstein/C&A Holdings, L.L.C., which is incorporated by
reference to Annex D to Exhibit 10.1 to Collins & Aikman Corporation's Current
Report on Form 8-K dated January 12, 2001.
EXHIBIT
NUMBER DESCRIPTION
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10.2 Registration Rights Agreement, dated July 3, 2001, by and among Collins & Aikman
Corporation, Charles E. Becker, Michael E. McInerney and Jens H|f-hnel and,
together with the Joan Investors (as defined therein), which is incorporated by
reference to Collins & Aikman Corporation's Annual Report on Form 10-K for the
year ended December 31, 2001.
10.3 Registration Rights Agreement dated as of December 20, 2001 by and among Becker
Ventures, LLC, Dresdner Kleinwort Capital Partners 2001 LP, Masco Capital
Corporation, ML IBK Positions, Inc. and Collins & Aikman Corporation, which is
incorporated by reference to Collins & Aikman Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001.
10.4 Registration Rights Agreement, dated December 20, 2001, by and between Collins &
Aikman Corporation, Textron Inc., and Textron Holdco Inc., which is incorporated by
reference to Collins & Aikman Corporation's Annual Report on Form 10-K for the
year ended December 31, 2001.
12.1*** Statement regarding Computation of Earnings to Fixed Charges and Preferred Stock
Dividends for Collins & Aikman Corporation.
12.2*** Statement regarding Computation of Earnings to Fixed Charges for Collins &
Aikman Corporation.
12.3*** Statement regarding Computation of Earnings to Fixed Charges for Collins &
Aikman Products Co.
23.1 Consent of Cahill Gordon & Reindel (included as part of Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants
23.3 Consent of Arthur Andersen LLP, independent accountants.
23.4 Consent of Ernst & Young LLP, independent accountants.
23.5 Consent of Ernst & Young LLP, independent accountants.
23.6 Consent of KPMG LLP, independent accountants.
24*** Powers of Attorney.
25** Statement regarding eligibility of Trustee on Form T-1.
99.1*** Preliminary Prospectus Supplement dated May 21, 2002.
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* Filed Herewith
** To be filed by amendment or incorporated by reference to the Company's
Exchange Act reports.
*** Previously filed in connection with this Registration Statement.