1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 10-Q
For the Quarter Ended April 1, 1995 Commission File Number 1-5315
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S P R I N G S I N D U S T R I E S, I N C.
(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
Fort Mill, South Carolina 29715
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(803) 547-1500
----------------------------
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 for 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
----- -----
----------------------------
As of May 5, 1995, there were 9,781,157 shares of Class A Common Stock and
7,830,375 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
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There are 87 pages in the sequentially numbered, manually signed original of
this report.
Page 1 of 87
2
TABLE OF CONTENTS TO FORM 10-Q
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM PAGE
- ---- ----
1. FINANCIAL STATEMENTS 3
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II - OTHER INFORMATION
- ---------------------------
4. SUBMISSION OF MATTERS TO A VOTE 10
OF SECURITY HOLDERS
6. EXHIBITS 11
SIGNATURES 12
EXHIBIT INDEX 13
Page 2 of 87
3
PART I
ITEM I - FINANCIAL STATEMENTS
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statements of Operations
and Retained Earnings
(In thousands except per share data)
(Unaudited)
THIRTEEN WEEKS
-------------------------
APRIL 1, APRIL 2,
1995 1994
---------- ----------
OPERATIONS
Net sales . . . . . . . . . . . . . . . . . . . . . $ 483,136 $ 485,213
Cost of goods sold . . . . . . . . . . . . . . . 396,028 394,521
Selling, general and
administrative expenses . . . . . . . . . . . . 64,010 72,390
---------- ----------
Operating income . . . . . . . . . . . . . . . 23,098 18,302
Interest expense . . . . . . . . . . . . . . . . 7,252 7,179
Other (income) expense . . . . . . . . . . . . . (835) 764
---------- ----------
Income before income taxes . . . . . . . . . . . . 16,681 10,359
Income taxes . . . . . . . . . . . . . . . . . . . 6,813 4,558
---------- ----------
Net income . . . . . . . . . . . . . . . . . . $ 9,868 $ 5,801
========== ==========
Per share:
Net income . . . . . . . . . . . . . . . . . . . . $ .55 $ .33
========== ==========
Cash dividends - Class A shares . . . . . . . . . . $ .30 $ .30
========== ==========
Cash dividends - Class B shares . . . . . . . . . . $ .27 $ .27
========== ==========
Weighted average shares of
common stock . . . . . . . . . . . . . . . . . . . 17,807 17,813
========== ==========
RETAINED EARNINGS
Retained earnings at beginning
of period . . . . . . . . . . . . . . . . . . . . $ 568,403 $ 526,428
Net income . . . . . . . . . . . . . . . . . . . . 9,868 5,801
Cash dividends . . . . . . . . . . . . . . . . . . (5,046) (5,041)
---------- ----------
Retained earnings at end of period . . . . . . . . $ 573,225 $ 527,188
========== ==========
Page 3 of 87
4
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands except share data)
(UNAUDITED)
APRIL 1, DECEMBER 31,
1995 1994
---------- -----------
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 1,142 $ 769
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 300,175 312,739
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299,229 264,161
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,169 39,335
---------- -----------
Total current assets 640,715 617,004
---------- -----------
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . 1,271,382 1,253,060
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . (717,598) (697,810)
---------- -----------
Property, plant, and equipment, net . . . . . . . . . . . . . . . . . 553,784 555,250
---------- -----------
Other assets and deferred charges . . . . . . . . . . . . . . . . . . . . 119,775 116,789
---------- -----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,314,274 $ 1,289,043
========== ===========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . $ 55,600 $ 11,100
Current maturities of long-term debt . . . . . . . . . . . . . . . . . 21,391 21,318
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,720 83,232
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . 115,975 128,306
---------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . 269,686 243,956
---------- -----------
Noncurrent liabilities:
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261,786 265,384
Long-term benefit plans and deferred
compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,856 144,967
Deferred income taxes and other deferred
credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,841 50,645
---------- ----------
Total noncurrent liabilities . . . . . . . . . . . . . . . . . . . . 454,483 460,996
---------- ----------
Shareowners' equity:
Class A common stock- $.25 par value
(9,888,859 and 9,884,143 shares issued
in 1995 and 1994, respectively) . . . . . . . . . . . . . . . . . . . 2,472 2,471
Class B common stock- $.25 par value
(7,830,375 and 7,830,375 shares issued
in 1995 and 1994, respectively) . . . . . . . . . . . . . . . . . . . 1,958 1,958
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . 11,657 11,413
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . 573,225 568,403
Cost of Class A shares in treasury
(April 1, 1995-111,448 shares; Decem-
ber 31, 1994 - 119,585 shares) . . . . . . . . . . . . . . . . . . . (2,467) (2,602)
Currency translation adjustment 3,260 2,448
---------- -----------
Shareowners' equity . . . . . . . . . . . . . . . . . . . . . . . . . 590,105 584,091
---------- -----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,314,274 $ 1,289,043
========== ===========
Page 4 of 87
5
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
THIRTEEN WEEKS ENDED
-----------------------
APRIL 1, APRIL 2,
1995 1994
--------- ---------
CASH PROVIDED (USED) BY:
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,868 $ 5,801
Adjustments to reconcile net income to
net cash provided (used) by operating
activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . 23,304 23,205
Changes in operating assets and liabilities . . . . . . . . . . . . (37,250) (35,851)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,669) 705
--------- ---------
Net cash (used) by operating activities . . . . . . . . . . . . . (10,747) (6,140)
--------- ---------
Investing activities:
Purchase of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,727) (26,955)
Proceeds from sales of assets . . . . . . . . . . . . . . . . . . . . 43 -
--------- ---------
Net cash (used) by investing activities . . . . . . . . . . . . . (19,684) (26,955)
--------- ---------
Financing activities:
Proceeds from short-term borrowings . . . . . . . . . . . . . . . . . 44,500 46,980
Proceeds from commercial paper and long-term
debt borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 9,959 106
Payment of commercial paper and long-term debt . . . . . . . . . . . (13,484) (3,528)
Payment of dividends. . . . . . . . . . . . . . . . . . . . . . . . . (10,171) (10,080)
--------- ---------
Net cash provided by financing activities . . . . . . . . . . . . 30,804 33,478
--------- ---------
Increase in cash and cash equivalents . . . . . . . . . . . . . . . . . $ 373 $ 383
========= =========
Page 5 of 87
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies:
These condensed consolidated financial statements should be read in
conjunction with the financial statements presented in the Springs
Industries, Inc. ("Springs" or "the Company") 1994 Annual Report on Form
10-K.
In the opinion of the management of Springs, these unaudited condensed
consolidated financial statements contain all adjustments of a normal
recurring nature necessary for their fair presentation. The results for
interim periods reflect estimates for certain items which can be
definitively determined only on an annual basis. These items include the
valuation of a substantial portion of inventories on a LIFO cost basis and
the provision for income taxes. These interim financial statements
reflect applicable portions of the estimated annual amounts for such
items.
The results of operations for interim periods are not necessarily
indicative of operating results to be expected for the remainder of the
year.
2. Inventory:
Inventories are summarized as follows (in thousands):
April 1, December 31,
1995 1994
--------- ------------
Standard cost (which approximates
average cost) or average cost:
Finished goods . . . . . . . . . . . . . . . . $ 190,460 $ 173,729
In process . . . . . . . . . . . . . . . . . . 182,605 166,347
Raw materials and supplies . . . . . . . . . . 60,016 56,553
--------- ---------
433,081 396,629
Less LIFO reserve . . . . . . . . . . . . . . . . (133,852) (132,468)
--------- ---------
Total . . . . . . . . . . . . . . . . . . . . . $ 299,229 $ 264,161
========= =========
3. Acquisitions:
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 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 approval by Dundee shareholders on May 25, 1995.
The Company has also signed a definitive agreement regarding the Company's
purchase of certain assets of Dawson Home Fashions, Inc., which is a major
producer and marketer of shower curtains, coordinated accessories and
other bath products. Consummation of this transaction is subject to
appropriate governmental clearances.
Page 6 of 87
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4. Accounting Change:
In the first quarter of 1995, the Company completed an evaluation of
indirect manufacturing costs that in 1994 and prior years were classified
as selling, general and administrative expenses. As a result of that
evaluation, the Company has made an accounting change to include in
its inventory costs certain indirect manufacturing and
manufacturing-related information services costs. The Company believes
this accounting change is preferable and these costs are more
appropriately reflected as costs of the goods sold due to changing
technologies and reengineering of the delivery process for indirect
support services. No material effect on inventory or net income resulted
from the accounting change. In addition, certain other costs relating to
designs have been reclassified in the prior year to conform to the 1995
presentation.
5. Legal and Environmental:
As disclosed in the 1994 Annual Report on Form 10-K, Springs is involved
in certain administrative proceedings alleging violations of environmental
laws and regulations, including proceedings under the Comprehensive
Environmental Response, Compensation, and Liability Act. In connection
with these proceedings, the Company has accrued an amount which represents
management's best estimate of Springs' probable liability.
Springs is also involved in various other legal proceedings and claims
incidental to its business. Springs is defending its position in all such
proceedings.
In the opinion of management, based on the advice of counsel, the
resolution of the above matters should not have a material adverse impact
on the financial condition nor the future results of operations of
Springs.
Page 7 of 87
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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Sales
Net sales for the first quarter were down less than one percent from those
reported in the first quarter of 1994. However, after reducing sales in the
first quarter of 1994 for sales of Clark-Schwebel Distribution Corp., which
was sold in June 1994, sales for the first quarter of 1995 increased four
percent over the same period one year ago. In the home furnishings segment,
first-quarter sales improved nearly six percent over the prior year as a result
of improved pricing and volume. In the specialty fabrics segment, after
adjustment for the sale of Clark-Schwebel Distribution Corp., sales were
slightly higher than in the first quarter of 1994. This improvement is due to
increased volume in industrial fabrics, partially offset by weaker demand for
finished fabrics.
Earnings
First-quarter net income of $.55 per share represented a sixty-seven percent
increase from net income of $.33 per share in 1994. Operating profits for the
home furnishings segment improved substantially over last year. This
improvement was due to increased volume as well as higher margins which
resulted from cost reductions and a general price increase for bedding products
which became effective during the third quarter of 1994. In the specialty
fabrics segment, after adjustment for the sale of Clark-Schwebel Distribution
Corp. in June 1994, operating profits were somewhat lower than in the prior
year as a result of lower volume and margins in finished fabrics, which more
than offset improvements in both volume and margins in industrial fabrics. In
addition, the results from the Company's minority equity investments in Germany
and Japan continued to improve.
CAPITAL RESOURCES AND LIQUIDITY
A normal seasonal increase in working capital since year-end resulted in
increased short-term borrowings. Capital expenditures for 1995 are expected to
approximate those of 1994. Operating cash needs for 1995 are expected to be
provided from operations and commercial paper and short-term bank borrowings.
During the first quarter of 1995, the Company signed a definitive merger
agreement with Dundee Mills, Incorporated. Dundee shareholders would receive a
combination of Springs Class A Common Stock and cash having an aggregate value
of approximately $118 million, based on the expected values of Springs stock, in
exchange for all of the outstanding shares of Dundee common stock. In
addition, the Company has also signed a definitive cash purchase agreement
regarding the Company's purchase of certain assets of Dawson Home Fashions,
Inc. Funding for the transactions will be provided by the issuance of new
shares of the Company's Class A Common Stock and long-term borrowings under the
term loan agreement dated as of March 31, 1995.
OTHER
In view of recent upward trends in the costs of raw materials, Springs expects
its earnings to grow at a more moderate pace during the second quarter.
Consummation of the Dundee acquisition noted above is subject to approval by
Dundee shareholders on May 25, 1995. Dundee is a significant manufacturer of
towels sold to retail and institutional markets, as well as textile products
Page 8 of 87
9
for infants. Dundee operates 14 facilities, primarily in Georgia. In
addition, consummation of the Dawson transaction noted above is subject to
appropriate governmental clearances. Dawson is a major producer and marketer
of shower curtains, coordinated accessories and other bath products.
During the first quarter of 1995, the Company completed an evaluation of
indirect manufacturing costs that in 1994 and prior years were classified as
selling, general and administrative expenses. As a result of that evaluation,
the Company has made an accounting change to include in its inventory costs
certain indirect manufacturing and manufacturing-related information services
costs. The Company believes this accounting change is preferable and these
costs are more appropriately reflected as costs of the goods sold due to
changing technologies and reengineering of the delivery process for indirect
support services. No material effect on inventory or net income resulted from
the accounting change. In addition, certain other costs relating to designs
have been reclassified from selling, general and administrative expenses to
cost of goods sold and restated in the prior year to conform to the 1995
presentation. The result of this accounting change and cost reclassification
is to state first-quarter 1995 selling, general and administrative expenses at
approximately 13.3% of sales. Had prior year figures been restated for the
accounting change, prior year first-quarter selling, general and administrative
expenses under the preferred method of cost classification would have been
equivalent to 12.5% of sales.
Page 9 of 87
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PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of the security holders of the Company was held
on May 1, 1995.
(b) During the annual meeting, the security holders of the Company
elected the following directors to hold office until the next annual meeting of
the security holders and until a successor is duly elected and qualified:
John F. Akers Dan M. Krausse
Crandall Close Bowles John H. McArthur
John L. Clendenin Aldo Papone
Leroy S. Close Robin B. Smith
Charles W. Coker Sherwood H. Smith, Jr.
Walter Y. Elisha Stewart Turley
(c)
Description of Matter For Against or Abstentions
Voted Upon Withheld
(i)
Annual election of
directors:
John F. Akers 37,350,057 58,389
Crandall Close Bowles 37,354,717 53,729
John L. Clendenin 37,353,517 54,929
Leroy S. Close 37,354,572 53,874
Charles W. Coker 37,355,083 53,363
Walter Y. Elisha 37,354,588 53,858
Dan M. Krausse 37,354,561 53,885
John H. McArthur 37,354,283 54,163
Aldo Papone 37,354,770 53,676
Robin B. Smith 37,352,104 56,342
Sherwood H. Smith, Jr. 37,354,727 53,719
Stewart Turley 37,354,967 53,479
(ii)
Ratification of the 37,382,605 13,692 12,149
appointment of Deloitte &
Touche as the Company's
auditors
(d) N/A
Page 10 of 87
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ITEM 6 - EXHIBITS
The following exhibit is filed as part of this report:
(a) 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.
Page 11 of 87
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SIGNATURES
Pursuant to the requirements of 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:_______________________________
James F. Zahrn
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
DATED: May 16, 1995
Page 12 of 87
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EXHIBIT INDEX
Item Page Number
- ---- -----------
(2) Agreement and Plan of Merger among Springs Industries, Incorporated
Inc., Dundee Acquisition Corp. and Dundee Mills, by reference
Incorporated, dated February 6, 1995, incorporated by
reference from Form 10-K filed March 6, 1995 (62 pages)
(3) (a) Springs' Restated Articles of Incorporation, amended and Incorporated
restated as of April 18, 1994, incorporated by reference by reference
from Form 10-Q filed August 15, 1994 (16 pages).
(b) Springs' Bylaws, amended as of April 18, 1994, Incorporated
incorporated by reference from Form 10-Q, filed May 17, by reference
1994 (19 pages).
(10) Material Contracts - Executive Compensation Plans and Arrangements
(a) Springs' Deferred Unit Stock Plan, amended and restated Incorporated
effective February 22, 1990, incorporated by reference by 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
from Form 10-K, filed March 19, 1982 (6 pages). Amendment by 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
and Walter Y. Elisha, incorporated by reference from by reference
Form 10-K, filed March 14, 1986 (9 pages).
(d) Springs' Deferred Compensation Plan, as amended and Incorporated
restated on August 18, 1994, incorporated by reference by reference
from Form 10-Q, filed November 14, 1994 (28 pages).
Page 13 of 87
14
(e) Springs' Senior Executive Supplemental Retirement Plan, Incorporated
incorporated by reference from Form 10-K, filed March 19, by 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
from Form 10-K, filed March 19, 1982 (6 pages). Amendment by 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
as amended and restated on August 18, 1994, incorporated by reference
by reference from Form 10-Q, filed November 14, 1994 (24
pages).
(h) Springs' Outside Directors COLI Deferred Compensation Plan Incorporated
adopted December 12, 1985, incorporated by reference from by reference
Form 10-K, filed March 14, 1986 (10 pages).
(i) Springs' Senior Management COLI Deferred Compensation Plan Incorporated
adopted December 12, 1985, incorporated by reference from by reference
Form 10-K, filed March 14, 1986 (11 pages).
(j) Springs' 1991 Incentive Stock Plan, as approved by Incorporated
shareholders on April 15, 1991, incorporated by reference 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.
(k) Springs' 1991 Restricted Stock Plan for Outside Directors, Incorporated
as approved by the Company's shareholders on April 15, by 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.
Page 14 of 87
15
(l) Springs' Amended and Restated Achievement Incentive Plan, Incorporated
as approved by the Board of Directors on April 13, 1992, by 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
of Directors on June 20, 1991, incorporated by reference by reference
from Form 10-Q, filed November 12, 1991 (6 pages).
(10) Material Contracts - Other
(a) Loan Agreement dated July 7, 1986, among Springs Incorporated
Industries, Inc., Wachovia Bank, N.A., Chemical Bank, by 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, incorporated by reference from
Form 10-K filed March 6, 1995 (1 page).
Page 15 of 87
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(b) Note Agreement for 9.375% Senior Notes Due July 1, 2006, Incorporated
dated as of July 7, 1986, incorporated by reference from by 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).
(c) Long-term revolving credit agreements among Springs and Incorporated
several banks, dated February 1 or 2, 1990, as back-up for by 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
dated as of May 29, 1991, incorporated by reference from by 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).
Page 16 of 87
17
(e) Springs' Commercial paper issuing and paying agency Incorporated
agreement between Springs and Chemical Bank dated July 17, by 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).
(f) Long-Term revolving credit agreement between Springs and Incorporated
Trust Company Bank, dated April 1, 1993, as back-up for by reference
Springs' commercial paper program, incorporated by
reference from Form 10-Q, filed May 17, 1993 (4 pages).
(g) Term loan agreement dated as of March 31, 1995, among Page 18
Springs Industries, Inc., Wachovia Bank of North Carolina,
N.A., and Wachovia Bank of Georgia, N.A., as agent, filed
herein (69 pages)
(27) Financial Data Schedule (for SEC purposes) Page 87
Page 17 of 87