1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K405
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For The Transition period from to
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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
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 [ ]
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. (X)
Aggregate market value of Springs Industries, Inc. Common Stock, excluding
treasury shares, held by nonaffiliates as of February 28, 1995, was
$384,577,530.
As of February 28, 1995, there were 9,772,307 shares of Class A Common Stock
and 7,830,375 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specified Portions of Annual Report to Security Holders for Fiscal Year Ended
December 31, 1994 (Parts I & II)
Specified Portions of Proxy Statement to Security Holders dated March 8, 1995
(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
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PART I
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ITEM PAGE
- ---- ----
1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . 4
2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . 8
3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . 9
4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS . . . . . . . . . . . . . . . . . . 9
PART II
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5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . 11
6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . 12
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION . . . . 12
3
PART II
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ITEM PAGE
- ---- ----
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . 12
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . 12
PART III
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10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT . . . . . . . . . . . . . . . . . . . . . . . . . 12
11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . 13
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . 13
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . 13
PART IV
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14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
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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
(A) GENERAL DEVELOPMENT OF 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 Company's
operations are conducted by various divisions and subsidiaries, each of which
operates within either the home furnishings or specialty fabrics industry
segment. Springs also has minority interests in industrial fabrics businesses
in Europe and Asia.
The textile manufacturing industry in the United States has,
in recent years, undergone a series of corporate restructurings and
consolidations. Through both internal development and acquisitions of
complementary businesses, Springs has emerged as one of the most significant
textile manufacturers in the United States. Among the factors contributing to
Springs' industry position are its highly automated manufacturing facilities,
its well-known brands, and its commitments to fashion design and diverse
product offerings in the home furnishings field.
The term "Springs" or "the Company" as used herein means
Springs Industries, Inc., and its subsidiaries unless clearly indicated
otherwise.
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(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Financial information for the home furnishings and specialty
fabrics segments is incorporated by reference from the Springs Industries, Inc.
1994 Annual Report to Shareholders ("Annual Report") under the caption
"Industry Segment Information," page 18.
(C) NARRATIVE DESCRIPTION OF BUSINESS.
HOME FURNISHINGS SEGMENT - Home furnishings is the larger
segment of Springs' business, with sales of $1.460 billion in 1994 and
operating income of $97.5 million. The home furnishings segment manufactures,
purchases for resale and markets finished products, including sheets,
pillowcases, bedspreads, comforters, shower curtains, bath rugs and other bath
products and juvenile novelties. The Segment also manufactures, purchases for
resale and markets decorative window products, including drapery hardware,
vertical and horizontal blinds, and pleated and other window shades through
this segment.
Springs' bedding and bath products are sold to a wide range of
customers and are varied in design, styling and color to appeal to a broad
spectrum of consumers. Springs' Wamsutta(R) bed and bath products are
targeted to the premium segment of the market. Springmaid(R) sheets and
related bed and bath fashions are aimed at the middle to upper range of the
consumer market and are sold primarily to major department and specialty
stores. Springs' Performance(TM) brand bed and bath products are sold
primarily to mass merchants and to catalog operations.
During 1992, the Company acquired the marketing and
distribution operations of C.S. Brooks Canada, Inc., and the Griffiths-Kerr
division of Finlayson Enterprises, Ltd., both located in Canada, in a
continuing effort to better serve Canadian home furnishings customers and to
expand the Company's presence in the Canadian market. The Company markets bed
and bath products in Canada under the trademarks Wabasso(R) and Texmade(R) in
addition to its U.S. brand names.
The Company's Bath Fashions Division offers a wide range of
bath products. These products include tufted bath rugs, shower curtains,
towels and other bath accessories.
Springs Window Fashions Division manufactures and markets
drapery hardware and window treatment products. Drapery hardware is marketed
under the Graber(R) trademark, and vertical and horizontal blinds are marketed
under the Graber(R) and Bali(R) trademarks. Pleated shades are marketed under
the FashionPleat(R) and CrystalPleat(R) trademarks. Private labels also are
used for all products.
6
Subsequent to the Company's year-end, a definitive merger
agreement was signed with Dundee Mills, Incorporated, regarding the Company's
acquisition of Dundee. Dundee shareholders would receive a combination of
Springs Class A common stock and cash having an aggregate value of
approximately $118 million (subject to variation if the price of Springs Class
A common stock falls outside of a specified range) in exchange for all of the
outstanding shares of Dundee common stock. Dundee is a significant
manufacturer of towels sold to retail and institutional markets, as well as
textile products for infants. Dundee operates 14 facilities, primarily in
Georgia. Consummation of the acquisition is subject to a number of conditions
including approval by Dundee shareholders and clearance by appropriate
governmental agencies.
SPECIALTY FABRICS SEGMENT - The specialty fabrics segment
manufactures, finishes, purchases for resale and markets a wide variety of
fabrics and in 1994 generated sales of $608.8 million and operating income
from operations of $38.3 million. Specialty fabrics products include finished
fabrics for industrial, apparel and specialty end uses.
Springs' subsidiary, Clark-Schwebel, Inc., is the world's
leading producer of woven fiber glass fabrics and also manufactures fabrics
made from Kevlar(R) yarn. Customers of Clark-Schwebel, Inc., include producers
of electronic circuit boards, aircraft, boats, and protective apparel such as
anti-ballistic vests and helmets.
The specialty fabrics segment produces and markets other
finished fabrics in a broad range of colors, weights, fibers, finishes and
printed designs and sells them principally to manufacturers of apparel and
decorative home furnishings, and to retailers of home sewing fabrics under the
trademarks Springmaid(R), Wamsutta(R), and Ultrasuede(R), and under private
labels. This segment also produces and sells protective and fire-retardant
fabrics for industrial and commercial applications and manufactures and markets
solid color and printed fabric for wall panels and furniture fabrics for the
office furnishings market.
On March 25, 1993, Clark-Schwebel, Inc., contributed its
European fiber glass subsidiaries and $8.8 million in cash to CS-Interglas
A.G., of Ulm, Germany, in consideration of a minority interest in CS-Interglas
A.G. and a convertible debenture.
On June 24, 1994, the Company sold all of the stock of
Clark-Schwebel Distribution Corp., a subsidiary of Clark-Schwebel, Inc. The
Company received $19.1 million in connection with this sale. The gain on this
transaction is included in other (income) expense.
RESTRUCTURING AND COST REDUCTIONS - In 1990, the Company
announced a restructuring plan for certain parts of its operations to
consolidate manufacturing operations, convert certain finished fabric
facilities to home furnishings production, and offer early retirement to
qualifying employees. During the third quarter of 1994, the Company completed
its restructuring plan. The Company did not recognize in 1994 any gain or loss
in connection with the completion of this plan.
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The Company announced a plan on March 22, 1994, to reduce
annual operation costs by at least $15 million. The Company achieved this cost
reduction plan.
RAW MATERIALS -- Raw materials used by the Company include
cotton, polyester, and other natural and manmade fibers, fiber glass and aramid
yarns, fabrics formed from natural and manmade yarns, dyes and chemicals,
aluminum, plastic, and steel. Such raw materials are readily available; and,
with the exception of certain aramid fibers and yarns (which are used by the
specialty fabrics segment in some of its products), the Company is not
dependent on any one supplier as a source for raw materials. Any shortage in
the cotton supply 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 results of operations.
TRADEMARKS -- The Company considers its trademarks to be of
material importance to its business. Protection for these marks is obtained,
in part, through United States and foreign trademark registrations.
The home furnishings segment uses certain licensed designs and
trademarks which may be considered to be of material importance to this
segment. These include a license agreement with each of Bill Blass, Ltd., and
Liz Claiborne, Inc., and multiple license agreements with The Walt Disney
Company.
WORKING CAPITAL -- The Company's working capital requirements
are funded by its operating cash flow, commercial paper borrowings and
short-term bank borrowings. Trade receivables are, in the main, collectible in
60 days or less.
CUSTOMERS -- In 1994, sales to Wal-Mart Stores, Inc. equaled
12% of Springs' total sales; no other single customer accounted for ten percent
or more of Springs' total sales.
BACKLOG ORDERS -- The unfilled order position at December 31,
1994, amounted to approximately $216 million. The unfilled order position at
January 1, 1994, was approximately $209 million.
COMPETITIVE CONDITIONS -- The markets in which the principal
products of the Company are sold are highly competitive as to price, quality,
customer service and product design.
ENVIRONMENTAL EXPENDITURES -- The Company spent approximately
$3.8 million on environmental and related safety and health projects in 1994
and expects to spend approximately $5.5 million in 1995.
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ASSOCIATES -- Approximately 20,100 associates were employed by
Springs and its subsidiaries at the end of 1994.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.
International sales of home furnishings and specialty fabric
products are made through Springs' divisions and its subsidiaries.
International sales accounted for approximately 6.7% of total sales in
1994, 7.35% in 1993, and 6.5% in 1992.
ITEM 2. PROPERTIES
The Company owns its Executive Office Building and its
Research and Development Center in Fort Mill, South Carolina, and the
twenty-one story Springs Building at 104 West 40th Street, New York, New York.
The Springs Building contains sales headquarters for the Bath Fashions Divison
and Springfield Division and other staff support offices. A majority of the
Springs Building is leased to other businesses.
The Springmaid Home Fashions Division, Performance Home
Fashions Division and Wamsutta Home Products Division lease offices in New
York, New York at 787 7th Avenue and 1285 Avenue of the Americas. These and
other divisions lease additional space in other cities for administration and
sales offices and distribution centers.
The Company also owns a customer service center located near
Lancaster, South Carolina. This facility houses customer service operations,
computer and data processing operations and accounting offices.
Springs has sixteen plants used in the manufacture of grey
goods, six dyeing, printing and finishing plants, nine fabricating plants, four
plants used in the manufacture of decorative window products and four fiber
glass fabric manufacturing plants. Of these plants, twenty-four are in South
Carolina, four in North Carolina, three in Georgia, two each in Alabama and
California, and one each in Pennsylvania, Tennessee, Wisconsin and Nevada.
The home furnishings segment uses twenty-five of these plants
and the specialty fabrics segment uses eight. In addition, the home
furnishings and specialty fabrics segments share six plants. Five of these
plants are leased either through industrial revenue bond financing or through
other leases. In addition, the Pennsylvania plant is subject to a mortgage.
All other plants are owned by Springs and are unencumbered.
All plants are well maintained and in good operating condition.
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ITEM 3. LEGAL PROCEEDINGS
Information required by this Item is contained in Notes to
Consolidated Financial Statements, Note 10. - Other Matters, found on pages 27
and 28 of the Annual Report and incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None reportable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to Instruction #3 to Item 401 of Regulation S-K, the
following information is provided on the Company's Executive Officers.
Position and Business
Name Age Experience
- ---- --- -----------------------------
Crandall C. Bowles 47 Executive Vice President - Springs and President -Textile Manufacturing
Group (March 1993 to present). Executive Vice President - Growth and
Development (April 1992 to February 1993). Director (1978 to present).
President - The Springs Company (1982 to April 1992).
C. Powers Dorsett 50 Vice President - General Counsel and Secretary (February 1990 to
present).
Walter Y. Elisha 62 Chairman of the Board (October 1983 to present) and Chief Executive
Officer (1981 to present). President (December 1989 to present).
Director (February 1980 to present).
10
Richard D. Foster 55 Vice President - Human Resources (May 1990 to present); Manager - Human
Resources, Major Appliance Business Group, General Electric Co. (June
1987 to May 1990).
Stephen P. Kelbley 52 Executive Vice President - Springs (September 1991 to present).
President - Specialty Fabrics Group (March 1994 to present). Chief
Financial Officer (September 1991 to March 1994). Senior Vice President
- Finance and Chief Financial Officer, Bausch & Lomb Incorporated
(August 1984 to August 1991).
James C. McKelvey 50 Vice President - Controller (November 1993 to present). Vice President-
Controller, Springmaid/Performance Home Fashions Division (September
1992 to November 1993). Vice President - Controller, Springmaid Home
Fashions Division (January 1992 to August 1992). Vice President -
Controller, Performance Products Division (1987 - December 1991)
Robert W. Moser 56 Executive Vice President - Springs (July 1989 to present). President -
Specialty Fabrics Group (March 1993 to March 1994). President -
Finished Fabrics Group (July 1989 to August 1991). President - Finished
Fabrics Group and Windows (September 1991 to March 1993).
Thomas P. O'Connor 49 Executive Vice President - Springs (August 1992 to present). President-
Home Fashions Group (March 1993 to present). Senior Vice President -
Springs (September 1991 to August 1992). President - Bed and Bath
Group (September 1991 to February 1993). President - Springmaid Home
Fashions Division (1988 to August 1991).
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Robert L. Thompson 58 Vice President - Public Affairs (September 1986 to present).
J. Spratt White 53 Senior Vice President - Growth and Development (March 1993 to present).
Senior Vice President - Springs and President - Diversified Products
Group (February 1990 to March 1993). Senior Vice President - Human
Resources (June 1989 to May 1990).
James F. Zahrn 44 Vice President - Finance and Treasurer (March 1994 to present). Vice
President and Treasurer (May 1993 to March 1994). Treasurer (August
1986 to May 1993).
- ---------------------------------------
Crandall Close Bowles, an Executive Vice President and 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.
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 February 28, 1995, there were approximately 3,031
holders of record of Class A Common Stock, and approximately 84 holders of
Class B Common Stock. No established trading market exists for Class B Common
Stock. However, Class B Common Stock may, at the election of the holder, be
exchanged 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
34 of the Annual Report under the caption "Quarterly Financial Data
(Unaudited), Dividends and Price Range of Common Stock."
12
ITEM 6. SELECTED FINANCIAL DATA
Information required by this Item is incorporated by reference
from pages 32 and 33 of the Annual Report under the caption "Selected Financial
Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Management's discussion and analysis of financial condition
and results of operations required by this Item is incorporated by reference
from pages 30 and 31 of the Annual Report under the caption "Management's
Discussion and Analysis of Operations and Financial Condition."
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 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 34 of
the Annual Report under the caption "Quarterly Financial Data (Unaudited),
Dividends and Price Range of Common Stock."
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 the Company's Proxy Statement to Security
Holders dated March 8, 1995, (the "Proxy Statement") under the captions
"Directors, Nominees, and Election of
13
Directors" and "Information Regarding the Board of Directors" on pages 2
through 6 of the Proxy Statement. The information on Executive Officers is
provided at the end of Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference
from the Proxy Statement under the captions "Executive Officer Compensation and
Related Information," "Management Compensation and Organization Committee
Report," "Employment Agreements" and "Performance Graph" on pages 7 through
15 of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information required by this Item is incorporated by reference
from the Proxy Statement under the caption "Security Ownership of Certain
Beneficial Owners and Management" on pages 18 and 19 of the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is incorporated by reference
from the Proxy Statement under the caption "Compensation Committee Interlocks
and Insider Participation" and "Transactions With Certain Persons" on pages 14,
19 and 20 of the Proxy Statement.
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 Balance Sheet as of December 31,
1994 and January 1, 1994 (Annual Report page 20).
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(ii) Consolidated Statement of Operations and
Retained Earnings for the fiscal years ended
December 31, 1994, January 1, 1994 and
January 2, 1993 (Annual Report page 19).
(iii) Consolidated Statement of Cash Flows for the
fiscal years ended December 31, 1994, January
1, 1994 and January 2, 1993 (Annual Report
page 21).
(iv) Notes to Consolidated Financial Statements
(Annual Report pages 22 through 28).
(v) Independent Auditors' Report (Annual Report
page 28).
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: No 8-K's were filed during the
last quarter of the period covered by this report.
[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/ James F. Zahrn
---------------------------------------------
James F. Zahrn
Vice President-Finance and
Treasurer
Date: March 6, 1995
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, Director
Date: March 6, 1995 Date: March 6,
By: /s/ John L. Clendenin By: /s/ Leroy S. Close
----------------------------------------------- ----------------------------------------------
John L. Clendenin, Director Leroy S. Close, Director
Date: March 6, 1995 Date: March 6, 1995
By: /s/ Charles W. Coker By: /s/ Walter Y. Elisha
----------------------------------------------- ----------------------------------------------
Charles W. Coker, Director Walter Y. Elisha, Chairman,
Date: March 6, 1995 Chief Executive Officer,
President, and Director
(Principal Executive Officer)
Date: March 6, 1995
16
By: /s/ Dan M. Krausse By: /s/ John H. McArth
----------------------------------------------- ----------------------------------------------
Dan M. Krausse, Director John H. McArthur, Director
Date: March 6, 1995 Date: March 6, 1995
By: /s/ Aldo Papone By: /s/ Robin B. Smith
----------------------------------------------- ----------------------------------------------
Aldo Papone, Director Robin B. Smith, Director
Date: March 6, 1995 Date: March 6, 1995
By: /s/ Sherwood H. Smith, Jr. By: /s/ Stewart Turley
----------------------------------------------- ----------------------------------------------
Sherwood H. Smith, Jr. Stewart Turley
Date: March 6, 1995 Date: March 6, 1995
By: /s/ James F. Zahrn By: /s/ James C. McKelvey
---------------------------------------------- -------------------------------------------------
James F. Zahrn James C. McKelvey,
Vice President-Finance Vice President and Controller
and Treasurer (Principal Accounting Officer)
(Principal Financial Officer)
Date: March 6, 1995 Date: March 6, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
EXHIBITS
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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EXHIBIT INDEX
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Item
- ----
(2) Agreement and Plan of Merger among Springs Industries,
Page 24 Inc., Dundee Acquisition Corp. and Dundee Mills,
Incorporated, dated February 6, 1995, filed herein (62 pages)
(3) (a) Springs' Restated Articles of Incorporation, amended and
Incorporated by restated as of April 18, 1994, incorporated by
reference Reference from Form 10-Q filed August 15, 1994
(16 pages).
(b) Springs' Bylaws, amended as of April 18, 1994,
Incorporated by reference from Form 10-Q,
filed May 17, Reference 1994 (19 pages).
(10) Material Contracts -Executive Compensation Plans and Arrangements
(a) Springs' Deferred Unit Stock Plan, amended and restated
Incorporated by effective February 22, 1990, incorporated by
reference Reference from Form 10-K, filed March 26, 1990
(15 pages). Amendment effective December 10, 1990,
incorporated by reference from Form 10-K, filed March 25, 1991
(1 page). Amendment effective August 16, 1990, incorporated
by reference from Form 10-Q, filed November 12, 1991 (1 page).
(b) Springs' Restricted Stock Plan, incorporated by reference
Incorporated by from Form 10-K, filed March 19, 1982 (6
pages). Amendment Reference dated August 19, 1983,
incorporated by reference from Form 10-K, filed March 16,
1984 (1 page).
(c) Employment Agreement dated July 1, 1985, between Springs
Incorporated by and Walter Y. Elisha, incorporated by
reference from Reference Form 10-K, filed March 14,
1986 (9 pages).
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(d) Springs' Deferred Compensation Plan, as amended and
Incorporated by restated on August 18, 1994, incorporated by
reference Reference from Form 10-Q, filed November 14, 1994
(28 pages).
(e) Springs' Senior Executive Supplemental Retirement Plan,
Incorporated by incorporated by reference from Form 10-K,
filed March 19, Reference 1982 (11 pages). Amendment
dated February 26, 1987, incorporated by reference from Form
10-K, filed March 27, 1987 (4 pages). Amendment dated June
20, 1991, incorporated by reference from Form 10-K, filed
March 25, 1992 (1 page).
(f) Springs' Shadow Retirement Plan, incorporated by reference
Incorporated by from Form 10-K, filed March 19, 1982 (6
pages). Amendment Reference adopted October 18, 1990,
incorporated by reference from Form 10-K, filed March 25, 1991
(3 pages).
(g) Springs' Deferred Compensation Plan for Outside Directors,
Incorporated by as amended and restated on August 18, 1994,
incorporated Reference by reference from Form 10-Q, filed
November 14, 1994 (24 pages).
(h) Springs' Outside Directors COLI Deferred Compensation Plan
Incorporated by adopted December 12, 1985, incorporated by
reference from Reference Form 10-K, filed March 14, 1986
(10 pages).
(i) Springs' Senior Management COLI Deferred Compensation Plan
Incorporated by adopted December 12, 1985, incorporated by
reference from Reference Form 10-K, filed March 14, 1986
(11 pages).
20
(j) Springs' 1991 Incentive Stock Plan, as approved by
Incorporated by shareholders on April 15, 1991, incorporated
by reference 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.
(k) Springs' 1991 Restricted Stock Plan for Outside Directors,
Incorporated by as approved by the Company's shareholders on
April 15, Reference 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' Amended and Restated Achievement Incentive Plan,
Incorporated by as approved by the Board of Directors on April
13, 1992, Reference incorporated by reference from Form 10-Q,
filed May 11, 1992 (12 pages). Amendment approved by the
Board of Directors on February 18, 1993, incorporated by
reference from Form 10-K, filed March 31, 1993 (10 pages).
(m) Springs' Contingent Compensation Plan adopted by the Board
Incorporated by of Directors on June 20, 1991, incorporated by
reference Reference from Form 10-Q, filed November 12, 1991
(6 pages).
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(10) Material Contracts -Other
(a) Loan Agreement dated July 7, 1986, among Springs
Incorporated by Industries, Inc., Wachovia Bank, N.A.,
Chemical Bank, Reference Manufacturers Hanover Bank
(Delaware), NCNB National Bank of North Carolina and The
South Carolina National Bank, incorporated by reference from
Form 10-Q, filed August 19, 1986 (66 pages). Amendments
effective June 5, 1989, and September 29, 1989, incorporated
by reference from Form 10-K, filed March 26, 1990 (4 pages).
Amendment effective December 27, 1990, incorporated by
reference from Form 10-K, filed March 25, 1991 (2 pages).
Amendment effective May 13, 1992, incorporated by reference
from Form 10-K, filed March 31, 1993 (2 pages). Amendment
effective March 27, 1993, incorporated by reference from Form
10-K, filed March 30, 1994 (3 pages). Amendment dated
November 16, 1994, filed herein (1 page).
(b) Note Agreement for 9.375% Senior Notes Due July 1, 2006,
Incorporated by dated as of July 7, 1986, incorporated by
reference from Reference Form 10-Q, filed August 19,
1986 (53 pages). Amendment effective September 29, 1989,
incorporated by reference from Form 10-K, filed March 26, 1990
(2 pages). Amendment effective December 27, 1990,
incorporated by reference from Form 10-K, filed March 25, 1991
(2 pages). Amendment effective March 29, 1992, incorporated
by reference from Form 10-K, filed March 31, 1993 (2 pages).
Amendment effective March 27, 1993, incorporated by reference
from Form 10-K, filed March 30, 1994 (3 pages).
22
(c) Long-term revolving credit agreements among Springs and
Incorporated by several banks, dated February 1 or 2, 1990, as
back-up for Reference Springs' commercial paper program;
commercial paper issuing and paying agency agreement
between Springs and Morgan Guaranty Trust Company of New York
dated February 5, 1990, incorporated by reference from Form
10-K, filed March 26, 1990 (52 pages). Amendment effective
December 27, 1990, incorporated by reference from Form 10-K,
filed March 25, 1991 (10 pages). Amendment effective June 3,
1992, incorporated by reference from Form 10-K, filed March
31, 1993 (5 pages). Amendment effective March 27, 1993,
incorporated by reference from Form 10-K, filed March 30, 1994
(3 pages).
(d) Note Agreement for 9.60% Senior Notes Due July 1, 2006,
Incorporated by dated as of May 29, 1991, incorporated by
reference from Reference Form 10-K, filed March 25, 1992
(47 pages). Amendment effective March 29, 1992, incorporated
by reference from Form 10-K, filed March 31, 1993 (1 page).
Amendment effective March 27, 1993, incorporated by
reference from Form 10-K, filed March 30, 1994 (3 pages).
(e) Springs' Commercial paper issuing and paying agency
Incorporated by agreement between Springs and Chemical Bank
dated July 17, Reference 1992; Commercial paper dealer
agreement between Springs and Goldman Sachs Money Markets,
L.P. dated July 16, 1992; Long-term revolving credit
agreements among Springs and several banks, dated July 10-21,
1992, as back-up for Springs' commercial paper program; all of
which are incorporated by reference from Form 10-Q, filed July
31, 1992 (49 pages). Amendment effective March 27, 1993,
incorporated by reference from Form 10-K, filed March 30, 1994
(4 pages).
23
(f) Long-Term revolving credit agreement between Springs and
Incorporated by Trust Company Bank, dated April 1, 1993, as
back-up for Reference Springs' commercial paper program,
incorporated by reference from Form 10-Q, filed May
17, 1993 (4 pages).
(13) Portions of the 1994 Annual Report to Shareholders, which
have been expressly incorporated by reference, filed
herein (17 pages).
(21) List of Subsidiaries of Springs, filed herein (1 page).
(23) Consent of expert for Form S-8 Registration Statement for
1991 Incentive Stock Plan and 1991 Restricted Stock Plan
for Outside Directors filed herein (1 page) .
(27) Financial Data Schedule (for SEC purposes)