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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 30, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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
FORT MILL, SOUTH CAROLINA 29715
(Address of principal executive offices) (Zip Code)
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. ( x )
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Aggregate market value of Springs Industries, Inc. Common Stock, excluding
treasury shares, held by nonaffiliates as of March 14, 1996, was $544,307,675.
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As of March 14, 1996, there were 12,535,867 shares of Class A Common Stock and
7,604,579 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
December 30, 1995 (Parts I & II)
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Specified Portions of Proxy Statement to Security Holders dated March 14, 1996
(Parts III & IV)
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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FORM 10-K ANNUAL REPORT
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SPRINGS INDUSTRIES, INC.
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* * * * * *
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
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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
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SPRINGS INDUSTRIES, INC.
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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.
(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. 1995
Annual
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Report to Shareholders ("Annual Report") under the caption "Industry Segment
Information," page 14.
(C) NARRATIVE DESCRIPTION OF BUSINESS.
HOME FURNISHINGS SEGMENT - Home furnishings is the larger segment of
Springs' business, with sales of $1.642 billion in 1995 and operating income of
$89.6 million. The home furnishings segment manufactures, purchases for resale
and markets home furnishings products, including sheets, pillowcases,
bedspreads, comforters, infant and toddler bedding, curtains, towels, shower
curtains, bath and accent rugs, other bath fashion accessories, knitted infant
apparel, baby and health care products, juvenile novelties, drapery hardware
and decorative window furnishings.
Springs' home furnishings products are sold primarily to retail customers
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 and catalog operations. Springs
also sells bed and bath products directly to institutional customers, and sells
decorative window products directly to large-scale contractors and
distributors / fabricators.
The Company has a wholly-owned Canadian subsidiary that markets and
distributes bedding and bath products in that country. This subsidiary allows
the Company to better serve Canadian home furnishings customers and to expand
the Company's presence in the Canadian market.
The Company acquired three home furnishings businesses during 1995.
Effective May 27, 1995, the Company purchased all of the outstanding stock of
Dundee Mills, Incorporated, a leading manufacturer of towels, infant and
toddler bedding, knitted infant apparel, and health care products. Effective
May 28, 1995, the Company purchased substantially all of the assets of Dawson
Home Fashions, Inc., a leading manufacturer of shower curtains and bath
fashions accessories. On July 28, 1995, the Company purchased from Apogee
Enterprises, Inc., substantially all of the assets of its Nanik Window
Coverings Group, a leading manufacturer of wood window blinds and interior
shutters.
SPECIALTY FABRICS SEGMENT - The specialty fabrics segment manufactures,
finishes, purchases for resale and markets a wide variety of fabrics and in
1995 generated sales of $590.7 million and operating income of $43.9 million.
Specialty fabrics products include finished fabrics for industrial, apparel and
specialty end uses.
More specifically, this segment is the world's leading producer of woven
fiber glass fabrics and also manufactures fabrics made from Kevlar(R) yarn.
These products are sold primarily to producers of electronic circuit boards,
aircraft, boats, and protective apparel such as anti-ballistic vests and
helmets. The specialty fabrics
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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. This segment also produces and sells protective and
fire-retardant fabrics for industrial and commercial applications.
The Company has sold three of its specialty fabrics businesses since early
1993. On March 25, 1993, the Company contributed its two European subsidiaries
(net assets of $17.1 million) and $8.8 million in cash to CS-Interglas A.G., of
Ulm, Germany, in exchange for a minority equity interest in CS-Interglas A.G.
and convertible notes. On June 24, 1994, the Company sold all of the stock of
Clark-Schwebel Distribution Corp., a subsidiary that operated within the
specialty fabrics segment. The Company received $19.1 million in connection
with this sale. The gain on this transaction is included in other (income)
expense. On December 29, 1995, the Company sold the assets of its Intek office
panel fabrics business. In connection with this sale, the Company received a
cash payment of $13.2 million. The gain on this transaction is included in
other (income) expense.
Subsequent to the Company's year-end, on February 24, 1996, the Company
signed a contract under which it will sell its subsidiary, Clark-Schwebel,
Inc., to an investor group led by Vestar Equity Partners, L.P. (Vestar).
Pursuant to the terms of the agreement, the Company will receive either
approximately $155 million in cash plus Clark-Schwebel securities consisting of
preferred stock with a $30 million liquidation value as of the closing and a
minority common equity interest or, at Vestar's option, approximately $193
million in cash. The proposed transaction is subject to certain contingencies,
including financing arrangements by Vestar and completion of the due diligence
process. In 1995, Clark-Schwebel contributed about 10 percent of Springs'
sales of $2.233 billion and had record earnings representing about 24 percent
of Springs' earnings of $143 million before interest expense and taxes. During
the five years ended in 1995, Clark-Schwebel's average contribution was 13
percent of Springs' sales and 9 percent of its earnings before interest and
taxes.
PRINCIPAL PRODUCTS -- Textile home furnishings products represented 61.5%,
62.3% and 60.9% of consolidated revenues for each of 1995, 1994 and 1993,
respectively. No other product or class of products exceeded 10% of
consolidated revenues for 1995, 1994 or 1993.
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 generally 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
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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 materially
important to its business.
The home furnishings segment sells its bed and bath products under the
Wamsutta(R), Springmaid(R), Performance(TM), Dundee(R) and Andre Richard(R)
brands, and its decorative window products under the Graber(R), Bali(R),
Nanik(R), FashionPleat(R) and CrystalPleat(R) brands. This segment also uses
the Wabasso(R) and Texmade(R) brands on bed products sold in Canada.
The home furnishings segment also 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.
The specialty fabrics segment uses the Clark-Schwebel(TM) brand on various
products sold by the Company's Clark-Schwebel, Inc., subsidiary and the
Springmaid(R), Wamsutta(R) and Ultrasuede(R) brands on home sewing and other
specialty fabrics.
The trademarks are protected, in part, through United States and foreign
trademark registrations.
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 1995, 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 Company's unfilled order position at December 30,
1995, amounted to approximately $188 million. The unfilled order position at
December 31, 1994, was approximately $184 million. Exclusive of the
acquisitions, the Company's unfilled order position decreased approximately $6
million from 1994 due primarily to a planned shift in sales to home furnishings
from specialty fabrics. Because of the nature of the business, home
furnishings orders have shorter lead times than specialty fabrics.
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.
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ENVIRONMENTAL EXPENDITURES -- The Company spent approximately $4.8 on
environmental and related safety and health projects in 1995 and expects to
spend approximately $2.0 million in 1996.
ASSOCIATES -- Approximately 23,700 associates were employed by Springs and
its subsidiaries at the end of 1995.
(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 6.6% of total sales in 1995, 6.7% in 1994, and 7.3%
in 1993.
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 a sales showroom for the Bath Fashions Group of the home
furnishings segment, the sales headquarters for the Springfield Division of the
specialty fabrics segment and certain staff support offices. Most of the
Springs Building is leased to other businesses.
The Bed Fashions Group leases sales offices in New York, New York at 787
7th Avenue and in Charlotte, North Carolina. This group 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 fifty-three manufacturing plants. Eighteen plants are grey
fabric manufacturing plants; nine are dyeing, printing and finishing plants;
eighteen are fabricating plants; four plants manufacture decorative window
products; and four plants manufacture fiber glass fabric. Of these plants,
twenty-four are in South Carolina, three in North Carolina, sixteen in Georgia,
three in Alabama, two in California, and one each in Mississippi, Pennsylvania,
Tennessee, Wisconsin, and Nevada.
The home furnishings segment uses forty of these plants and the specialty
fabrics segment uses seven. The two segments share another six plants. All of
the plants are owned by Springs and are unencumbered, except for five which are
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leased either through industrial revenue bond financing or through other leases
and four which are subject to mortgages.
All plants are well maintained and generally in good operating
condition.
ITEM 3. LEGAL PROCEEDINGS
Information required by this Item is contained in Notes to Consolidated
Financial Statements, Note 9. - Other Matters, found on page 25 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 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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Crandall C. Bowles 48 Executive Vice President - Springs (April
1992 to present). President - Bath
Fashions Group (May 1995 to present).
President - Textile Manufacturing Group
(March 1993 to May 1995). 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 51 Senior Vice President - General Counsel
and Secretary (February 1996 to present).
Vice President - General Counsel and
Secretary (February 1990 to January
1996).
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Walter Y. Elisha 63 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).
William K. Easley 52 Senior Vice President - Springs (February
1996 to present). President - Bedding
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). President - Grey
Manufacturing Division (June 1989 -
August 1992).
Samuel J. Ilardo 40 Treasurer (May 1995 to present).
Assistant Treasurer (March 1994 to April
1995). Tax Director (November 1992 to
February 1994).
Chief Financial Officer and Treasurer -
STC Holdings, Inc. (January 1984 to
October 1992).
Stephen P. Kelbley 53 Executive Vice President - Springs
(September 1991 to present). President -
Diversified Products Group (May 1995 to
present). President - Specialty Fabrics
Group (March 1994 to April 1995). Chief
Financial Officer (September 1991 to
March 1994).
Senior Vice President - Finance and Chief
Financial Officer, Bausch & Lomb
Incorporated (August 1984 to August 1991).
Charles M. Metzler 43 Vice President - Controller (February
1996 to present). Controller - Springs
Canada, Inc. (September 1992 to January
1996). Director, Production Planning -
Springmaid Home Fashions Division (April
1989 to August 1992).
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Robert W. Moser 57 Executive Vice President - Springs (July
1989 to present). President - Bath
Manufacturing (May 1995 to present).
President - Specialty Fabrics Group (March
1993 to March 1994). President - Finished
Fabrics Group and Windows (September 1991
to March 1993). President - Finished
Fabrics Group (July 1989 to August 1991).
Thomas P. O'Connor 50 Executive Vice President - Springs (August 1992
to present). President - Bed Fashions Group (May
1995 to present). President - Home Fashions
Group (March 1993 to April 1995). 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).
Robert L. Thompson 59 Vice President - Public Affairs (September 1986
to present).
J. Spratt White 54 Senior Vice President - Growth and Development,
and Human Resources (June 1995 to present).
Senior Vice President - Growth and Development
(March 1993 to May 1995). 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 45 Senior Vice President and Chief Financial
Officer (March 1995 to present). Vice President
- Finance and Treasurer (March 1994 to March
1995). Vice President and Treasurer (May 1993 to
March 1994). Treasurer (August 1986 to May
1993).
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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 March 14, 1996, there were approximately 3,070 holders of record of
Class A Common Stock, and approximately 80 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 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 29 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 27 and
28 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
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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 29 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
Except for one director who is retiring from the Board pursuant to the
Company's retirement policy for directors, information about directors required
by this Item is incorporated by reference from the Company's Proxy Statement to
Security Holders dated March 14, 1996, (the "Proxy Statement") under the
captions "Directors, Nominees, and Election of Directors" and "Information
Regarding the Board of Directors" on pages 2 through 5 of the Proxy Statement.
Information about the director who is retiring is provided below. 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."
DAN M. KRAUSSE, AGE 70, DIRECTOR AND PRESIDENT OF THE KRAUSSE
COMPANY (INVESTMENTS). A director of the Company since 1976, Mr.
Krausse was the founder, president and chief executive officer of
Earth Resources Company from 1968 to 1981, and co-founder, chairman
and director of Sunwestern Group (venture capital) from 1982 through
1987. Mr. Krausse is chairman and a director of Plains Resources,
Inc., chairman and a director of Axis Gas Corp, and chairman and a
director of Longhorn Partners Pipeline, L.P.
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,"
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"Employment Agreements" and "Performance Graph" on pages 6 through 13 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 24 and 25 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 13, 25,
and 26 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 30,
1995, and December 31, 1994 (Annual Report page 16).
(ii) Consolidated Statement of Operations and Retained
Earnings for the fiscal years ended December 30, 1995,
December 31, 1994, and January 1, 1994 (Annual Report
page 15).
(iii) Consolidated Statement of Cash Flows for the fiscal
years ended December 30, 1995, December 31, 1994, and
January 1, 1994 (Annual Report page 17).
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(iv) Notes to Consolidated Financial Statements (Annual
Report pages 18 through 25).
(v) Independent Auditors' Report (Annual Report page 26).
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
Senior Vice President and
Chief Financial Officer
Date: March 21, 1996
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 21, 1996 Date: March 21, 1996
By: /s/John L. Clendenin By: /s/Leroy S. Close
-------------------------------- ----------------------------------
John L. Clendenin, Director Leroy S. Close, Director
Date: March 21, 1996 Date: March 21, 1996
By: /s/Charles W. Coker By: /s/Walter Y. Elisha
------------------------------- -----------------------------------
Charles W. Coker, Director Walter Y. Elisha, Chairman,
Date: March 21, 1996 Chief Executive Officer,
President, and Director
(Principal Executive Officer)
Date: March 21, 1996
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By: /s/Dan M. Krausse By: /s/John H. McArthur
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Dan M. Krausse, Director John H. McArthur, Director
Date: March 21, 1996 Date: March 21, 1996
By: /s/Aldo Papone By: /s/Donald S. Perkins
- ----------------------------------- ----------------------------------
Aldo Papone, Director Donald S. Perkins, Director
Date: March 21, 1996 Date: March 21, 1996
By: /s/Robin B. Smith By: Sherwood H. Smith, Jr.
- ----------------------------------- ----------------------------------
Robin B. Smith Sherwood H. Smith, Jr.
Date: March 21, 1996 Date: March 21, 1996
By: /s/ Stewart Turley
----------------------------------
Stewart Turley
Date: March 21, 1996
By: /s/James F. Zahrn By: /s/Charles M. Metzler
---------------------------------- ---------------------------------
James F. Zahrn Charles M. Metzler,
Senior Vice President and Vice President and Controller
Chief Financial Officer (Principal Accounting Officer)
(Principal Financial Officer)
Date: March 21, 1996 Date: March 21, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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EXHIBITS
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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EXHIBIT INDEX
Item
- ----
(2) Agreement and Plan of Merger among Springs Industries,
Inc., Fort Mill A Inc.,Vestar/CS Holding Company,
L.L.C., and Clark-S Acquisition Corporation dated as of
February 24, 1996, together with a list identifying
the schedules and exhibits to the Agreement, filed here
in (76 pages). The schedules and exhibits to the
Agreement and Plan of Merger have been omitted.
Springs agrees to furnish supplementally such exhibits
and schedules to the Commission upon request.
(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 (16
pages).
(b) Springs' Bylaws, amended as of April 18, 1994,
incorporated by reference from Form 10-Q, filed May 17,
1994 (19 pages).
(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 (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 from Form 10-K, filed March 19, 1982 (6
pages). Amendment dated August 19, 1983, incorporated
by reference from Form 10-K, filed March 16, 1984 (1
page).
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(c) Employment Agreement dated July 1, 1985, between
Springs and Walter Y. Elisha, incorporated by
reference from Form 10-K, filed March 14, 1986 (9
pages).
(d) Springs' Deferred Compensation Plan, as amended and
restated on August 18, 1994, incorporated by reference
from Form 10-Q, filed November 14, 1994 (28 pages).
(e) Springs' Senior Executive Supplemental Retirement Plan,
incorporated by reference from Form 10-K, filed March
19, 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 from Form 10-K, filed March 19, 1982 (6
pages). Amendment 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, as amended and restated on August 18, 1994,
incorporated by reference from Form 10-Q, filed
November 14, 1994 (24 pages).
(h) Springs' Outside Directors COLI Deferred Compensation
Plan adopted December 12, 1985, incorporated by
reference from Form 10-K, filed March 14, 1986 (10
pages).
(i) Springs' Senior Management COLI Deferred Compensation
Plan adopted December 12, 1985, incorporated by
reference from Form 10-K, filed March 14, 1986 (11
pages).
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(j) 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.
(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' Amended and Restated Achievement Incentive
Plan, as approved by the Board of Directors on April
13, 1992, 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 of Directors on June 20, 1991, incorporated by
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
Industries, Inc., Wachovia Bank, N.A., Chemical Bank,
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
7, 1995 (1 page).
(b) Note Agreement for 9.375% Senior Notes Due July 1,
2006, dated as of July 7, 1986, incorporated by
reference from 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).
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(c) Long-term revolving credit agreements among Springs and
several banks, dated February 1 or 2, 1990, as back-up
for 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, dated as of May 29, 1991, incorporated by
reference from 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
agreement between Springs and Chemical Bank dated July
17, 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).
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(f) Long-Term revolving credit agreement between Springs
and Trust Company Bank, dated April 1, 1993, as
back-up for 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
Springs Industries, Inc., Wachovia Bank of North
Carolina, N.A., and Wachovia Bank of Georgia, N.A., as
agent, incorporated by reference from Form 10-Q, filed
May 16, 1995; Assignment and Acceptance document dated
March 31, 1995, filed herein (3 pages); Assignment and
Acceptance document dated June 30, 1995, filed herein
(4 pages); First Amendment effective January 18, 1996,
filed herein (4 pages); Second Amendment effective
February 13, 1996, filed herein (7 pages).
(h) Swap Agreement between Springs and Wachovia Bank of
Georgia, N.A., dated May 18, 1995, and related Schedule
and Confirmation, filed herein (41 pages).
(13) Portions of the 1995 Annual Report to Shareholders which have been
expressly incorporated by reference, filed herein (18 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)
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