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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 27, 1995
SPRINGS INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
South Carolina 1-5315 57-0252730
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
205 North White Street, Fort Mill, SC 29715
(Address of principal executive offices) (Zip Code)
(803) 547-1500
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On May 27, 1995, Dundee Acquisition Corp., a Georgia corporation
("Subcorp"), which was a wholly-owned subsidiary of Springs Industries, Inc., a
South Carolina corporation ("Springs"), was merged with and into Dundee Mills,
Incorporated, a Georgia corporation ("Dundee"), with Dundee surviving as a
wholly owned subsidiary of Springs. The merger is hereinafter referred to as
the "Merger." Dundee is a leading manufacturer of towels, infant and toddler
bedding, knitted infant apparel and healthcare products.
The Merger was consummated in accordance with the Agreement and Plan
of Merger dated February 6, 1995, as amended on March 7, 1995 (the "Merger
Agreement"), entered into between Springs, Subcorp and Dundee. A copy of the
Merger Agreement is attached as Exhibit 2 hereto and is incorporated by
reference herein. The terms of the Merger are summarized in pages 1 through 49
of the joint Proxy Statement and Prospectus dated April 26, 1995 (the "Proxy
Statement and Prospectus"), a copy of which is attached as Exhibit 20.1 hereto
and is incorporated herein by reference. Both the Merger Agreement and the
Proxy Statement and Prospectus were filed with the Securities and Exchange
Commission on April 27, 1995 pursuant to Rule 424(b)(3) of the Securities Act
of 1933. Capitalized terms used herein and not defined herein shall, unless
otherwise indicated, have the respective meanings provided in the Merger
Agreement and the Proxy Statement and Prospectus.
Through the Merger, Springs acquired all of the capital stock of
Dundee. The description of the Merger in the Proxy Statement and Prospectus
includes the nature and the amount of consideration given, the principle
followed in determining the amount of consideration, the identity of the
persons from whom the capital stock was acquired, and the nature of any
material relationships between such persons and Springs or any of its
affiliates, any director or officer of Springs, or any associate of any such
director or officer.
Immediately prior to the Merger, there were 46,728 outstanding
shares of common stock, par value $25.00, of Dundee ("Dundee Common Stock")
held by approximately 300 record holders.
Upon consummation of the Merger, each share of Dundee Common Stock
was converted into the right to receive either $2,525.00 in cash or 65.58442
shares of Springs Class A Common Stock. Holders of approximately 8,338 shares
of Dundee Common Stock will receive cash in the Merger and approximately 38,334
shares of Dundee Common Stock were converted into the right to receive Springs
Class A Common Stock. Springs will issue approximately 2,514,113 shares of
Springs Class A Common Stock and will pay an aggregate of approximately
$21,179,700 in cash to acquire all of the outstanding Dundee Common Stock.
Holders of six shares of Dundee Common Stock elected to seek appraisal rights
under Georgia law ("Dissenting Shares"). The amount to be paid to the holders
of Dissenting Shares has not yet been determined.
The Company has financed the cash portion of its acquisition of Dundee from
funds made available under a term loan agreement dated as of March 31, 1995,
among Springs, Wachovia Bank of North Carolina, N.A., and Wachovia Bank of
Georgia, N.A., as agent.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements of Dundee filed herewith are listed in
the Index to Financial Statements which appears below. These
Financial Statements, the related Notes to the Financial
Statements and, where applicable, the Report of Independent
Auditors are set forth on pages F-8 through F-23 of the Proxy
Statement and Prospectus, copies of which are attached as
Exhibit 20.2 and incorporated herein by reference.
It is impracticable to include additional interim Condensed
Financial Statements at this time since additional accounting and
financial work are necessary before the information can be
prepared. This information will be filed by August 11, 1995 in
accordance with Item 7(a)(4) of Form 8-K.
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INDEX TO FINANCIAL STATEMENTS
Description of the Financial Statements Proxy Statement
--------------------------------------- and Prospectus
Page
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Audited Financials:
Balance Sheets as of August 31, 1993, F-9
and 1994
For the Years Ended August 31, 1992, 1993, and 1994:
Statements of Operations F-11
Statements of Cash Flows F-12
Statements of Stockholders' Equity F-10
Notes to Financial Statements F-13 through
F-19
REPORT OF INDEPENDENT AUDITORS F-8
Unaudited Financials:
Balance Sheets as of December 31, 1993, F-20
and 1994 (Unaudited)
For the Four Months Ended December 31, 1993,
and 1994 (Unaudited):
Statements of Operation F-21
Statements of Cash Flows F-22
Notes to Financial Statements (Unaudited) F-23
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(b) Pro Forma Financial Information
The pro forma financial data for the combined operations of
Springs and Dundee filed herewith are listed in the Index to
Pro Forma Financial Data which appears below. This Pro
Forma Financial Data and the related Notes to Pro Forma
Condensed Combined Financial Data (Unaudited) are attached
as Exhibit 99 and incorporated herein by reference.
INDEX TO PRO FORMA FINANCIAL DATA
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of December 31, 1994
Unaudited Pro Forma Condensed Combined Statement of
Operations for the Year Ended December 31, 1994
Notes to Pro Forma Condensed Combined Financial Data
It is impracticable to include additional interim pro forma
financial information at this time since additional
accounting and financial work are necessary before the
information can be prepared. This information will be filed
by August 11, 1995 in accordance with Item 7(a)(4) of Form
8-K.
(c) Exhibits
Description of Exhibits
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2.1 Agreement and Plan of Merger dated February 6, 1995, as amended on March 7, 1995, by and among Springs,
Subcorp and Dundee.
20.1 Pages 1 through 49 of the joint Proxy Statement and Prospectus of Springs and Dundee dated April 26,
1995.
20.2 Pages F-8 through F-23 of the joint Proxy Statement and Prospectus of Springs and Dundee dated April
26, 1995.
23. Consent of Ernst & Young LLP
99. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1994
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 1994
Notes to Pro Forma Condensed Combined Financial Data
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Springs has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPRINGS INDUSTRIES, INC.
By: /s/ James F. Zahrn
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James F. Zahrn
Senior Vice President and
Chief Financial Officer
Dated: June 12, 1995
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EXHIBIT INDEX
Exhibit Page
- ------- ----
2.1 Agreement and Plan of Merger dated February 6, 1995, as --
amended on March 7, 1995, by and among Springs, Subcorp
and Dundee.
20.1 Pages 1 through 49 of the joint Proxy Statement and Prospectus --
of Springs and Dundee dated April 26, 1995.
20.2 Pages F-8 through F-23 of the joint Proxy Statement and --
Prospectus of Springs and Dundee dated April 26, 1995.
23. Consent of Ernst & Young LLP --
99. Unaudited Pro Forma Condensed Consolidated Balance Sheet --
as of December 31, 1994.
Unaudited Pro Forma Condensed Combined Statement of Operations
for the Year Ended December 31, 1994.
Notes to Pro Forma Condensed Combined Financial Data.