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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 1, 2000
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-5315
SPRINGS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0252730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 NORTH WHITE STREET 29715
FORT MILL, SOUTH CAROLINA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(803) 547-1500
Securities registered pursuant to Section 12(b) of the Act
Name of each exchange
Title of each class on which registered
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Class A Common Stock; $.25 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act
None
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
at least the past 90 days. Yes [X] No [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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Aggregate market value of Springs Industries, Inc. Common Stock, excluding
treasury shares, held by nonaffiliates as of March 17, 2000, was $403,775,085.
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As of March 17, 2000, there were 10,756,773 shares of Class A Common Stock and
7,155,363 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
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Specified Portions of Annual Report to Security Holders for Fiscal Year Ended
January 1,2000 (Parts I & II)
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Specified Portions of Proxy Statement to Security Holders dated March 22, 2000
(Parts III & IV)
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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FORM 10-K ANNUAL REPORT
SPRINGS INDUSTRIES, INC.
* * * * * *
TABLE OF CONTENTS TO FORM 10-K
PART I
ITEM
1. BUSINESS
2. PROPERTIES
3. LEGAL PROCEEDINGS
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
6. SELECTED FINANCIAL DATA
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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PART II
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
11. EXECUTIVE COMPENSATION
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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FORM 10-K ANNUAL REPORT
SPRINGS INDUSTRIES, INC.
PART I
ITEM 1. BUSINESS
Springs Industries, Inc., a corporation organized under the laws of the
State of South Carolina, began its operations in 1888. Springs' principal
executive offices are located at 205 North White Street, Fort Mill, South
Carolina 29715 (telephone number: 803/547-1500). The term "Springs" or "the
Company" as used herein means Springs Industries, Inc., and its subsidiaries
unless indicated otherwise.
In connection with the Company's sale of four of its specialty fabrics
businesses during 1998 and the first quarter of 1999, Springs realigned its
internal organizational structure during the first quarter of 1999 to reflect
the Company's strategic focus on the home furnishings market, resulting in one
reportable segment, which is the home furnishings segment. The Company's
operations are engaged in the manufacturing, marketing and sale of textile and
nontextile home furnishing products. The home furnishings segment's operating
results for 1998 and 1997 have been restated to include the Company's Retail and
Specialty Fabrics unit's operating results, which were previously included in
its former specialty fabrics segment. Prior to 1999, the Company's specialty
fabrics segment was engaged in the manufacturing and marketing of printed and
dyed fabrics sold to retail stores and manufacturers. For information on the
amounts of revenue, operating profit and identifiable assets attributable to the
home furnishings and specialty fabrics segments for each of the last three
fiscal years, see pages 17 and 18 of the Company's Annual Report to Shareholders
(the "Annual Report"), which is incorporated herein by reference.
Through both internal development and acquisitions of complementary
businesses, Springs has emerged as one of the most significant manufacturers and
marketers of home furnishings in the United States. The Company believes that
the factors contributing to
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Springs' industry position are its highly automated manufacturing facilities,
its well-known brands, and its ability to offer a wide array of home
furnishings in coordinating fashions and designs to large retailers.
Consolidated sales in 1999 were $2.220 billion and net income
was $69.0 million. Before an unusual item of $0.6 million (after-tax) for Year
2000 expenses, 1999 net income was $69.6 million. The Company manufactures,
purchases for resale and markets home furnishing products, including sheets,
pillows, pillowcases, bedspreads, comforters, mattress pads, baby bedding and
infant apparel, towels, shower curtains, bath and accent rugs, other bath
fashion accessories, over-the-counter home-sewing fabrics, drapery hardware, and
hard and soft decorative window fashions.
Springs' home furnishing products are sold primarily through
its own sales force to retailers and are varied in design, styling and color to
appeal to a broad spectrum of consumers. The Company's retail customers include
department stores, specialty stores, national chains, mass merchandisers, home
improvement stores, and catalog operations. Springs also sells bath products
through independent sales representatives to retail customers, bed and bath
products through distributors to institutional customers and directly to
consumers through its 57 company-owned outlet stores, and decorative window
products directly to large-scale contractors and to distributor / fabricators.
The Company has a wholly-owned Canadian subsidiary (Springs
Canada, Inc.) that markets and distributes bedding and bath products in that
country. The majority of the bedding products sold in Canada is purchased by the
Company from a Canadian manufacturer. Springs Canada enables the Company to
better serve Canadian home furnishing retailers and their customers.
On January 5, 1999, Springs acquired the remaining 50%
interest in American Fiber Industries, LLC ("AFI"), a manufacturer and
distributor of bed pillows, mattress pads, down comforters and comforter
accessories. Springs acquired its original 50 percent interest in February 1997.
The cost of the remaining equity interest totaled approximately $15 million.
Effective January 23, 1999, the Company purchased the stock of Regal Rugs, Inc.
("Regal"). Regal manufactures bath and accent rugs for sale to department and
specialty stores, national chain stores, mass merchandisers, and catalogs. The
purchase price for Regal was approximately $35 million. Both of these
acquisitions reflect Springs' continuing strategic emphasis on increasing sales
through acquisitions that complement the Company's extensive line of home
furnishings.
For additional details of the acquisitions described above,
see page 27 of the Annual Report under the caption "Management's Discussion and
Analysis of Operations and Financial Condition," which is incorporated herein by
reference.
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During the past two years, Springs has sold four specialty
fabrics businesses and a significant specialty fabrics manufacturing facility.
More specifically:
- - On August 7, 1998, the Company sold its UltraSuede business and certain
related assets of its UltraFabrics business.
- - On September 25, 1998, Springs sold its Rock Hill Printing & Finishing
Plant, a facility which had been closed earlier in the year and which
had operated within the Company's former specialty fabrics segment.
- - Effective December 19, 1998, the Company sold its Industrial Products
business to an investor group for principally $18.5 million in cash and
other consideration in the form of notes receivable and a preferred
equity interest in the divested business.
- - Effective January 2, 1999, Springs sold its Springfield apparel fabrics
business for a $10 million preferred equity interest in the divested
business and cash of $33 million.
- - Effective March 31, 1999, Springs sold its UltraFabrics business.
For additional details of the divestitures described above,
see page 27 of the Annual Report under the caption "Management's Discussion and
Analysis of Operations and Financial Condition," which is incorporated herein by
reference.
Home furnishing products, consisting primarily of textile
bedding products, textile and non-textile bath products, window fashions, and
over-the-counter home-sewing fabric, represented 100%, 92.4%, and 91.8% of
consolidated revenues for each of 1999, 1998, and 1997, respectively. Specialty
fabric products, consisting primarily of apparel fabric and high performance
fabric, represented 7.6% and 8.2% of consolidated revenues for each of 1998 and
1997, respectively.
Raw materials used by the Company include principally cotton,
polyester fiber and purchased woven fabric. The Company also purchases other
natural and manmade fibers, finished knitted and non-woven fabrics, dyes and
chemicals, aluminum, plastic, wood, and steel. Such raw materials are generally
readily available; and the Company is not dependent on any one supplier as a
source for raw materials. Any shortage in the supply of cotton by reason of
weather, disease or other factors, or significant increases in the price of
cotton or polyester, however, could adversely affect the Company's future
results of operations.
The Company considers its trademarks to be materially
important to its business. The Company sells bed and bath products under the
Wamsutta(R), Springmaid(R), Performance(TM), Regal(R) and Dundee(R) brands,
over-the-counter home-sewing fabric under the Springmaid(R) and Daisy Kingdom(R)
brands, and decorative window products under the Graber(R), Bali(R), Nanik(R),
FashionPleat(R), Maestro(TM) and
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CrystalPleat(R) brands. The Wabasso(R) and Texmade(R) brands are used for bed
products sold in Canada. The trademarks are protected, in part, through United
States and foreign trademark registrations.
The Company also has multiple license agreements with The Walt
Disney Company. These agreements expire at various future dates through 2001.
Management believes it will be able to renew these agreements for terms of one
to three years. Home furnishing products are also sold under private brand names
of certain customers.
In 1999, the Company's requirements for cash to finance
working capital were provided from operations, asset sales, business
divestitures and available credit facilities. For additional details on asset
sales, see page 26 of the Annual Report under the caption "Management's
Discussion and Analysis of Operations and Financial Condition." Management
expects that cash generated by operations and borrowings from bank lines will
adequately provide for the Company's cash needs during 2000. Trade receivables
are generally collected in 60 days or less.
The Company's top ten customers represent approximately 60% of
total sales; however, the total customer base is very large. While the Company
has no reason to believe that it will lose the business of any of its largest
customers, the loss of one or more of the largest accounts (or a material
portion of any thereof) could have a material adverse effect upon the Company's
business. In 1999, consolidated sales to Wal-Mart Stores, Inc., were
approximately 20% of Springs' total sales; no other single customer accounted
for ten percent or more of Springs' total sales.
The Company's unfilled order position at January 1, 2000,
amounted to approximately $136 million. The unfilled order position at January
2, 1999, was approximately $177 million.
The markets in which the principal products of the Company are
sold are highly competitive as to price, quality, customer service and product
design. The Company believes that it competes effectively with respect to these
factors. In certain product categories competition is concentrated among several
large domestic companies while in other product categories competition is much
more dispersed among both large and small companies.
Springs is involved in certain administrative proceedings
governed by environmental laws and regulations, including proceedings under the
Comprehensive Environmental Response, Compensation, and Liability Act. The
potential costs to the Company related to all of these environmental matters are
uncertain due to factors such as: the unknown magnitude of possible pollution
and cleanup costs; the complexity and evolving nature of governmental laws and
regulations and their interpretations; the timing, varying costs and
effectiveness of alternative cleanup technologies; the determination of the
Company's liability in proportion to other potentially responsible parties; and
the extent, if any, to which such costs are recoverable from insurers or other
parties.
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The Company estimates the range of possible losses for such
matters to be between $7 million and $15 million, and has accrued an
undiscounted liability of approximately $11 million, which represents
management's best estimate of Springs' probable liability concerning all known
environmental matters. Management believes the $11 million will be paid out over
the next 15 years. This accrual has not been reduced by any potential insurance
recovery to which the Company may be entitled regarding environmental matters.
Approximately 18,500 associates were employed by Springs and
its subsidiaries at the end of 1999.
Springs' international sales accounted for approximately 6.7%
of total sales in 1999, 6.9% in 1998, and 6.7% in 1997. The bulk of Springs'
sales outside of the United States is made in Canada. During each of the last
three years, less than 5% of the Company's assets have been located outside of
the United States.
ITEM 2. PROPERTIES
The Company owns its Executive Office Building and an
additional office building in Fort Mill, South Carolina.
The Company leases offices and showrooms in New York City and
additional space in other cities for administrative and sales offices,
manufacturing facilities, outlet stores and distribution centers.
The Company also owns an administrative center and a major
warehouse facility, both located near Lancaster, South Carolina. The
administrative center houses customer service operations, computer and data
processing operations and accounting offices. The warehouse facility serves as a
warehouse and distribution center for a significant portion of the Company's
products.
Springs currently has 41 manufacturing plants. Of these: 21
manufacture bedding products, such as sheets, comforters, pillows and mattress
covers; 12 manufacture bath products such as towels, bath rugs, and shower
curtains; five manufacture decorative window products; and three manufacture
infant bedding and apparel. Of these plants: 13 are in South Carolina; 12 in
Georgia; two in each of Alabama, California, North Carolina, Pennsylvania, and
Wisconsin; and one in each of Indiana, Mississippi, Nevada, Oklahoma, Tennessee,
and Virginia. Springs considers all plants to be well maintained and generally
in good operating condition.
The plants are owned by Springs and are unencumbered, except
for four which are subject to mortgages and four which are leased either through
industrial revenue bond financing or through other lease arrangements.
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ITEM 3. LEGAL PROCEEDINGS
The Company operates a towel finishing plant in Griffin,
Georgia, which discharges treated wastewater into a creek located near the
plant. Because the plant is unable to meet certain provisions of its National
Pollutant Discharge Elimination System ("NPDES") permit for the discharge, the
Company negotiated a consent order in 1997 with the Georgia Environmental
Protection Division ("EPD"), which required the Company to achieve compliance by
December 6, 1999.
Although the Company developed alternative methods for
achieving compliance with the NPDES requirements, compliance could not be
achieved by December 6, 1999, because of regulatory constraints. On December 3,
1999, the EPD issued an administrative order that allows the Company to continue
operating the plant for two years. The order contemplates a change in the
Georgia environmental rules that would allow site-specific exceptions based on
appropriate scientific evaluations that provide adequate protection to the
environment and would require the Company to apply for an appropriate permit
modification following adoption of the rule change.
The EPD has proposed the rule change allowing site-specific
exceptions and has proposed that the Company be granted an exception for the
Griffin Plant. A public hearing was held on the proposed rule change on March
14, 2000, and another public hearing is scheduled for April 20, 2000. The
Company believes the rule change will be proposed in late April 2000 to the
Georgia Department of Natural Resources Board for adoption.
EPD also issued a consent order in February 2000 which
provides for certain penalties because of the inability of the Company to comply
with its NPDES permit by December 6, 1999. The consent order imposed stipulated
penalties of $10,000 for failure to comply with the December 6, 1999, deadline
for compliance and $32,000 for certain violations between September 1998 and
June 1999. The order also imposes additional monthly and quarterly penalties of
up to a maximum of $68,000 per year for failure to satisfy certain provisions of
the NPDES permit after December 7, 1999.
Additional information required by this Item is incorporated
by reference from the Notes to Consolidated Financial Statements, Note 15. -
Other Matters, found on page 25 of the Annual Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None reportable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to Instruction #3 to Paragraph (b) of Item 401 of
Regulation S-K, the following information is provided on the Company's Executive
Officers.
Position and Business
Name Age Experience
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Jeffrey A. Atkins 51 Executive Vice President and Chief Financial Officer
(August 1999 to present). Chief Executive Officer,
Pete's Brewing Co. (1997 to August 1998). Chief Financial
Officer, Pete's Brewing Co. (December 1996 to August 1998).
Vice President-Corporate Planning & Strategy, Quaker
Oats Co. (March 1995 to December 1996).
Crandall C. Bowles 52 Chairman of the Board, President and Chief Executive Officer
(April 1998 to present). President and Chief Executive
Officer (January 1998 to April 1998). President and Chief
Operating Officer (January 1997 to January 1998). Executive
Vice President (April 1992 to January 1997). President -
Bath Fashions Group (May 1995 to January 1997). President -
Textile Manufacturing Group (March 1993 to May 1995).
Director (1978 to present).
Gracie P. Coleman 48 Senior Vice President - Human Resources (February 1999 to
present). Vice President - Marketing and Corporate Support
for Government Solutions, Lucent Technologies (1997 to
February 1999). Human Resources Vice President, Lucent
Technologies (1996 to 1997). Human Resources Vice President -
Strategic Partners Network Systems, AT&T (1995 to 1996). Human
Resources Director of Network Systems, AT&T (1993 to 1995).
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John R. Cowart 49 Senior Vice President-Purchasing (August 1999 to present).
Director of Sourcing-Europe, General Electric (October 1997
to August 1999). Director of Sourcing-Asia, General Electric
(May 1996 to October 1997). General Manager-Sourced Products,
General Electric (September 1994 to May 1996).
C. Powers Dorsett 55 Senior Vice President - General Counsel and Secretary
(February 1996 to present). Vice President - General Counsel and
Secretary (February 1990 to January 1996).
William K. Easley 56 Senior Vice President (February 1996 to present). President -
Textile Manufacturing (May 1995 to present). President -
Performance Home Fashions Division, Home Furnishings Group
(October 1993 - May 1995). Senior Vice President - Bed and
Bath Group (August 1992 - October 1993).
Ray Greer 46 Senior Vice President and Chief Information Officer (October
1999 to present). Vice President-Information Technology,
Philips China Electronics Group (1998 to October 1999).
General Manager-Information Technology, Philips China
Electronics Group (1996-1998). Principal, IBM Corporation
(1992-1996).
Samuel J. Ilardo 44 Vice President and Treasurer (April 1998 to present).
Treasurer (May 1995 to April 1998). Assistant Treasurer
(March 1994 to April 1995). Tax Director (November 1992 to
February 1994).
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Stephen P. Kelbley 57 Executive Vice President (September 1991 to present).
President - Home Furnishings Operating Group (February 1998
to present). President - Diversified Home Products Group
(January 1997 to February 1998). President - Diversified
Products Group (May 1995 to January 1997). President -
Specialty Fabrics Group (March 1994 to April 1995). Chief
Financial Officer (September 1991 to March 1994).
Charles M. Metzler 47 Vice President - Controller (February 1996 to present).
Controller - Springs Canada, Inc. (September 1992 to January
1996).
Thomas P. O'Connor 54 Executive Vice President (August 1992 to present). President -
Sales and Marketing Group (February 1998 to present). President -
Bed Fashions Group (May 1995 to February 1998). President -
Home Fashions Group (March 1993 to April 1995).
Elizabeth M. Turner 39 Vice President - Public Affairs (March 1999 to present).
Director of Public Relations (September 1997 to February
1999); Director - Corporate Affairs for Coca-Cola Bottling
Company Consolidated (September 1996 to August 1997).
Manager - Corporate Affairs for Coca-Cola Bottling Company
Consolidated (October 1990 to August 1996).
Crandall C. Bowles, Chairman, President and Chief Executive Officer, and a
director of the Company, and Leroy S. Close, a director of the Company, are
siblings. There are no other family relationships within the director and
executive officer group.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Class A Common Stock of Springs is traded on the New York Stock
Exchange. As of March 17, 2000, there were approximately 2,451 holders of record
of Class A Common Stock, and approximately 74 holders of Class B Common Stock.
No established trading market exists for Class B Common Stock. Class B Common
Stock may, however, at the election of the holder, be exchanged on a one-for-one
basis at any time for Class A Common Stock.
Information required by this Item on the sales prices and dividends of
the Common Stock of Springs is incorporated by reference from page 32 of the
Annual Report under the caption "Quarterly Financial Data (Unaudited)."
ITEM 6. SELECTED FINANCIAL DATA
Information required by this Item is incorporated by reference from
pages 30 and 31 of the Annual Report under the caption "Selected Financial
Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations required by this Item is incorporated by reference from pages 26
through 29 of the Annual Report under the caption "Management's Discussion and
Analysis of Operations and Financial Condition."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Information required by this Item is incorporated by reference from
pages 28 and 29 of the Annual Report under the caption "Management's Discussion
and Analysis of Operations and Financial Condition - Market Risk Sensitive
Instruments and Positions."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements, including the report of independent certified
public accountants, and supplementary data required by this Item are
incorporated by
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reference from the Annual Report. See Item 14 for a list of financial statements
and the pages of the Annual Report from which they are incorporated.
Supplementary data is incorporated by reference from page 32 of the Annual
Report under the caption "Quarterly Financial Data (Unaudited)."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information about directors required by this Item is incorporated by
reference from pages 2 through 4 of the Company's Proxy Statement to
Shareholders dated March 22, 2000 (the "Proxy Statement") under the captions
"Directors, Nominees, and Election of Directors" and "Information Regarding the
Board of Directors." The information on Executive Officers is provided at the
end of Part I of this Form 10-K under the caption "Executive Officers of the
Registrant."
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference from
pages 5 through 11 of the Proxy Statement under the captions "Executive Officer
Compensation and Related Information," "Management Compensation and Organization
Committee Report," "Compensation Committee Interlocks and Insider
Participation," and "Performance Graph."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information required by this Item is incorporated by reference from
pages 13 and 14 of the Proxy Statement under the caption "Security Ownership of
Certain Beneficial Owners and Management."
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is incorporated by reference from
page 14 of the Proxy Statement under the caption "Transactions With Certain
Persons."
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) 1. The following financial statements and Independent Auditors'
Report are incorporated by reference from the Annual Report as a part of this
Report:
(i) Consolidated Statement of Operations for
the fiscal years ended January 1, 2000, January 2, 1999, and
January 3, 1998 (Annual Report page 13).
(ii) Consolidated Balance Sheet as of January 1,
2000, and January 2, 1999 (Annual Report page 14).
(iii) Consolidated Statement of Shareholders'
Equity as of January 1, 2000, January 2, 1999, and January 3,
1998 (Annual Report page 15).
(iv) Consolidated Statement of Cash Flows for the
fiscal years ended January 1, 2000, January 2, 1999, and
January 3, 1998 (Annual Report page 16).
(v) Notes to Consolidated Financial Statements
(Annual Report pages 17 through 25).
(vi) Independent Auditors' Report (Annual Report
page 12).
2. Financial statement schedules are not shown here
because, under applicable rules, they are not required, are
inapplicable, or the information required is included in the Financial
Statements or in the Notes thereto.
3. Exhibits required to be listed by Item 601 of
Regulation S-K are listed (and, where applicable, attached) in the
Exhibit Index attached hereto, which is incorporated herein by this
reference.
(b) Reports on Form 8-K: None.
The matters discussed or incorporated by reference in this
Form 10-K contain forward-looking statements that are based on management's
expectations, estimates, projections, and assumptions. Words such as "expects,"
"believes," "estimates," and variations of such words and similar expressions
are often used to identify such forward-looking statements which include but are
not limited to projections of expenditures, savings, completion dates, cash
flows, and operating performance. Such forward-looking statements are made
pursuant to the safe-harbor provisions of
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the Private Securities Litigation Reform Act of 1995. These statements are not
guaranties of future performance; instead, they relate to situations with
respect to which certain risks and uncertainties are difficult to predict.
Actual future results and trends, therefore, may differ materially from what is
forecast in forward-looking statements due to a variety of factors, including:
the health of the retail economy in general, competitive conditions, and demand
for the Company's products; progress toward the Company's cost-reduction goals;
unanticipated natural disasters; legal proceedings; Year 2000-related computer
issues; labor matters; and the availability and price of raw materials which
could be affected by weather, disease, energy costs, or other factors.
[SIGNATURES ON NEXT PAGE]
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Springs Industries, Inc. has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPRINGS INDUSTRIES, INC.
By: /s/Jeffrey A. Atkins
-------------------------------------
Jeffrey A. Atkins
Executive Vice President and
Chief Financial Officer
Date: March 27, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/John F. Akers By: /s/Crandall C. Bowles
------------------------------- ---------------------------------
John F. Akers, Director Crandall C. Bowles, Chairman,
Date: March 27, 2000 President & Chief Executive Officer
and Director
(Principal Executive Officer)
Date: March 27, 2000
By: /s/John L. Clendenin By: /s/Leroy S. Close
------------------------------- ---------------------------------
John L. Clendenin, Director Leroy S. Close, Director
Date: March 27, 2000 Date: March 27, 2000
By: /s/Charles W. Coker By: /s/William G. Kelley
------------------------------- ---------------------------------
Charles W. Coker, Director William G. Kelley, Director
Date: March 27, 2000 Date: March 27, 2000
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By: /s/John H. McArthur By: /s/Aldo Papone
------------------------------- ------------------------------------
John H. McArthur, Director Aldo Papone, Director
Date: March 27, 2000 Date: March 27, 2000
By: /s/Robin B. Smith By: /s/Sherwood H. Smith, Jr.
------------------------------- ------------------------------------
Robin B. Smith, Director Sherwood H. Smith, Jr., Director
Date: March 27, 2000 Date: March 27, 2000
By: /s/Stewart Turley
-------------------------------
Stewart Turley, Director
Date: March 27, 2000
By: /s/Jeffrey A. Atkins By: /s/Charles M. Metzler
------------------------------- -----------------------------------
Jeffrey A. Atkins Charles M. Metzler,
Executive Vice President and Vice President-Controller
Chief Financial Officer (Principal Accounting Officer)
(Principal Financial Officer)
Date: March 27, 2000 Date: March 27, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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EXHIBITS
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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EXHIBIT INDEX
Item
(3) (a) Springs' Restated Articles of Incorporation, amended and
restated as of April 18, 1994, incorporated by reference from
Form 10-Q filed August 15, 1994.
(b) Springs' Bylaws, amended as of December 12, 1996, incorporated
by reference from Form 10-K filed March 27, 1998.
(4) $225,000,000 Credit Agreement dated December 17, 1997, among
Springs Industries, Inc., Wachovia Bank, N.A., Bank of America
NT & SA, SunTrust Bank, Atlanta, The Bank of Nova Scotia, The
Bank of Tokyo-Mitsubishi, Ltd., Mellon Bank, N.A., and The
Fuji Bank, Limited, Atlanta Agency, incorporated by reference
from Form 10-K filed March 27, 1998.
Note: No other long-term debt instrument issued by the Company
exceeds 10% of the consolidated total assets of the Company
and its subsidiaries. In accordance with paragraph 4(iii) of
Item 601 of Regulation S-K, the Company will furnish to the
Commission upon request copies of long-term debt instruments
and related agreements.
(10) Material Contracts - Executive Compensation Plans and Arrangements
(a) Springs' Deferred Unit Stock Plan, amended and restated
effective February 22, 1990, incorporated by reference from
Form 10-K, filed March 26, 1990. Amendment effective December
10, 1990, incorporated by reference from Form 10-K, filed
March 25, 1991. Amendment effective August 16, 1990,
incorporated by reference from Form 10-Q, filed November 12,
1991. Amendment effective as of November 1, 1996, incorporated
by reference from Form 10-K filed March 28, 1997.
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(b) Springs' Deferred Compensation Plan, as amended and restated
on August 18, 1994, incorporated by reference from Form 10-Q
filed November 14, 1994.
(c) Springs' Supplemental Executive Retirement Plan, incorporated
by reference from Form 10-Q filed May 12, 1997. Amendment No.
1 effective January 1, 1999, filed herewith.
(d) Springs' Shadow Retirement Plan, incorporated by reference
from Form 10-K, filed March 19, 1982. Amendment adopted
October 18, 1990, incorporated by reference from Form 10-K
filed March 25, 1991.
(e) Springs' Deferred Compensation Plan for Outside Directors, as
amended and restated on August 18, 1994, incorporated by
reference from Form 10-Q, filed November 14, 1994. Amendments
adopted as of October 29, 1995, and as of November 1, 1996,
incorporated by reference from Form 10-K filed March 28, 1997.
(f) Springs' 1999 Deferred Compensation Plan for Outside
Directors, incorporated by reference from Form S-8 filed June
17, 1999.
(g) Springs' Outside Directors COLI Deferred Compensation Plan
adopted December 12, 1985, incorporated by reference from Form
10-K filed March 14, 1986.
(h) Springs' Senior Management COLI Deferred Compensation Plan
adopted December 12, 1985, incorporated by reference from Form
10-K filed March 14, 1986.
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(i) Springs' 1991 Incentive Stock Plan, as approved by
shareholders on April 15, 1991, incorporated by reference from
the Company's Proxy Statement to Shareholders dated February
27, 1991, under the caption "Exhibit A" on pages A-1 through
A-12 of such Proxy Statement. Amendments approved by
shareholders on April 29, 1996, incorporated by reference from
Form 10-Q filed May 14, 1996. Amendments as of November 1,
1996, incorporated by reference from Form 10-K filed March 28,
1997.
(j) Springs' 1999 Incentive Stock Plan, as approved by the
Company's shareholders on April 19, 1999, incorporated by
reference from the Company's Proxy Statement to Shareholders
dated March 3, 1999, under the caption "Exhibit B" on pages
B-1 through B-13 of such Proxy Statement.
(k) Springs' 1991 Restricted Stock Plan for Outside Directors, as
approved by the Company's shareholders on April 15, 1991,
incorporated by reference from the Company's Proxy Statement
to Shareholders dated February 27, 1991, under the caption
"Exhibit B" on pages B-1 through B-4 of such Proxy Statement.
(l) Springs' 1999 Achievement Incentive Plan effective January 3,
1999, filed herewith.
(m) Springs' Contingent Compensation Plan adopted by the Board of
Directors on June 20, 1991, incorporated by reference from
Form 10-Q filed November 12, 1991.
(n) Springs' Excess Benefits Plan adopted by the Board of
Directors on August 18, 1994, and amended and restated
effective March 1, 1996, incorporated by reference from Form
10-K filed March 28, 1997.
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(o) Form of stock option agreement used in conjunction with option
grants under the 1991 Incentive Stock Plan from December 1991
to February 1995, incorporated by reference from Form 10-K
filed March 27, 1998.
(p) Form of stock option agreement used in conjunction with option
grants under the 1991 Incentive Stock Plan after September
1995, and under the 1999 Incentive Stock Plan incorporated by
reference from Form 10-K filed March 27, 1998.
(q) Form of agreement used in conjunction with grants of
performance units under the 1991 Incentive Stock Plan,
incorporated by reference from Form 10-K filed March 27, 1998.
(r) Form of agreement used in conjunction with grants of deferred
stock awards under the 1999 Incentive Stock Plan, filed
herewith.
(s) Form of agreement used in conjunction with grants of
restricted stock awards under the 1999 Incentive Stock Plan,
filed herewith.
(t) Financial Planning Policy for certain executives of the
Company, incorporated by reference from Form 10-K filed March
27, 1998.
(13) Pages 12 through 32 of the 1999 Annual Report to Shareholders, which
have been expressly incorporated by reference.
(21) List of Subsidiaries of Springs.
(23) Consent of independent auditors for Form S-8 Registration Statements
for 1991 Incentive Stock Plan, 1991 Restricted Stock Plan for Outside
Directors, 1999 Deferred Compensation Plan for Outside Directors, and
1999 Incentive Stock Plan.
(27) Financial Data Schedule (for SEC purposes)
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