1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
------------------
Date of Report (Date of earliest event reported): April 17, 1996
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)
Page 1 of 95
The Index to Exhibits is on Page 10
2
Item 2. Acquisition or Disposition of Assets.
On April 17, 1996, Springs Industries, Inc., a South Carolina
corporation ("Springs" or "the Company"), sold all of the outstanding stock in
Fort Mill A Inc., a Delaware corporation and wholly owned subsidiary of Springs
("Fort Mill"), to Clark-S Acquisition Corporation, a Delaware corporation
("Clark-S Acquisition"). Fort Mill's sole assets consisted of all the
outstanding stock of Clark-Schwebel, Inc., a Delaware corporation
("Clark-Schwebel"), which owned minority interests in CS-Interglas AG and
Asahi-Schwebel Co., Ltd., and a fifty percent (50%) interest in Clark-Schwebel
Tech-Fab Company. The sale of Springs' stock in Fort Mill is hereinafter
referred to as the "Sale." Clark-Schwebel manufactures and markets industrial
fabrics, including electronics fiber glass fabric, composite materials fiber
glass fabric and high performance fabrics. The operations of Clark-Schwebel
were included in the Company's specialty fabrics segment.
The Sale was consummated in accordance with the Agreement and Plan of
Merger dated February 24, 1996, as amended on April 16, 1996 (the "Merger
Agreement"), entered into by and among Springs, Fort Mill, Vestar/CS Holding
Company, L.L.C., a Delaware limited liability company ("Vestar/CS Holding"),
and Clark-S Acquisition. A copy of the Merger Agreement is attached as Exhibit
2 hereto and is incorporated by reference herein. Springs filed the Merger
Agreement with the Securities and Exchange Commission on March 21, 1996 as an
Exhibit to its Form 10-K. Capitalized terms used herein and not defined herein
shall, unless otherwise indicated, have the respective meanings provided in the
Merger Agreement.
Upon consummation of the Sale, Springs sold all of its Fort Mill Common Stock
to Clark-S Acquisition for $192.8 million in cash, subject to certain
post-closing adjustments described in the Merger Agreement. Clark-S
Acquisition is controlled by Vestar Equity Partners, L.P. There was no material
relationship between Clark-S Acquisition and its Affiliates and Springs or any
of its Affiliates, any director or officer of Springs, or any associate of any
such director or officer. The purchase price was determined through
negotiations between the parties.
2
3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Sequential
Page No.
---------
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro Forma Financial Information.
Overview . . . . . . . . . . . . . . . . . . . . . 4
Unaudited Pro Forma Consolidated Statement
of Operations for the Year Ended December 30,
1995, and related notes . . . . . . . . . . . . . 5
Unaudited Pro Forma Consolidated Statement of
Operations for the Quarter Ended March 30, 1996,
and related notes . . . . . . . . . . . . . . . . 6
Unaudited Condensed Pro Forma Consolidated
Balance Sheet as of March 30, 1996,
and related notes . . . . . . . . . . . . . . . . 7
(c) Exhibits
Description of Exhibits
2 Agreement and Plan of Merger dated February 24, 1996,
as amended on April 16, 1996, by and among Springs,
Fort Mill, Vestar/CS Holding and Clark-S Acquisition.
99 News Release issued by Springs on April 17, 1996.
3
4
PRO FORMA FINANCIAL INFORMATION
OVERVIEW
PRO FORMA FINANCIAL STATEMENTS
This pro forma information is provided for informational purposes only and is
not indicative of results which would have occurred or which may occur in the
future.
CONSOLIDATED STATEMENTS OF OPERATIONS
The unaudited pro forma consolidated statements of operations on the following
pages are based upon the historical results of operations of the Company for
the year ended December 30, 1995 and the quarter ended March 30, 1996. The pro
forma adjustments thereto give effect to the sale of Fort Mill as if such sale
had occurred on January 1, 1995, and exclude the non-recurring gain on sale.
CONDENSED CONSOLIDATED BALANCE SHEET
The unaudited pro forma condensed consolidated balance sheet as of March 30,
1996, is based upon the historical balance sheet as of March 30, 1996, and
includes pro forma adjustments as if the sale of Fort Mill had occurred on that
date. The effect of the gain on sale is included in the pro forma balance
sheet.
4
5
SPRING INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands except per share data)
For the Fiscal Year Ended December 30, 1995
(Unaudited)
PRO FORMA
ADJUSTMENTS FOR
SALE OF
HISTORICAL FORT MILL(1)(2) PRO FORMA(3)
---------- --------------- ------------
NET SALES $2,233,053 ($231,993) $2,001,060
Cost of goods sold 1,828,542 (188,326) 1,640,216
Selling, general, and administrative
expenses 270,989 (16,060) 254,929
---------- --------- ----------
Operating income 133,522 (27,607) 105,915
Interest expense 32,035 32,035
Other (income) expense (9,446) 6,603 (2,843)
---------- --------- ----------
Income before income taxes 110,933 (34,210) 76,723
Provision for income taxes 39,307 (13,076) 26,231
---------- --------- ----------
INCOME FROM CONTINUING
OPERATIONS (BEFORE GAIN ON
SALE OF FORT MILL) $ 71,626 ($21,134) $ 50,492
========== ========= ==========
Per share:
Income from continuing operations
(before gain on sale of Fort Mill) $ 3.71 ($1.09) $ 2.62
========== ========= ==========
Weighted average shares
of common stock 19,300 19,300
========== ==========
NOTES:
1) Fort Mill's sole assets consisted of all the outstanding stock of Clark-
Schwebel, which owned minority interests in CS-Interglas AG and
Asahi-Schwebel Co., Ltd., and a fifty percent (50%) interest in
Clark-Schwebel Tech-Fab Company.
2) The pro forma statement of operations does not include any benefit to be
derived from the reinvestment of the $192.8 million proceeds from the
sale. Springs intends to use the proceeds to meet strategic
objectives, which might include repurchase of stock, debt reduction
and further investments in the Company's home furnishings segment.
3) The pro forma statement of operations excludes the non-recurring gain on
sale of Fort Mill.
5
6
SPRING INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands except per share data)
For the Quarter Ended March 30, 1996
(Unaudited)
PRO FORMA
ADJUSTMENTS FOR
SALE OF FORT
HISTORICAL MILL (1)(2) PRO FORMA(3)
---------- --------------- ------------
NET SALES $583,493 ($60,170) $523,323
Cost of goods sold 477,755 (46,756) 430,999
Selling, general, and administrative
expenses 78,652 (5,275) 73,377
-------- -------- --------
Operating income 27,086 (8,139) 18,947
Interest expense 7,834 7,834
Other (income) expense (939) 1,533 594
-------- -------- --------
Income before income taxes 20,191 (9,672) 10,519
Provision for income taxes 7,885 (3,777) 4,108
-------- -------- --------
INCOME FROM CONTINUING
OPERATIONS (BEFORE GAIN ON
SALE OF FORT MILL) $ 12,306 ($5,895) $ 6,411
======== ======== ========
Per share:
Income from continuing operations
(before gain on sale of Fort Mill) $ 0.60 ($0.29) $ 0.31
======== ======== ========
Weighted average shares
of common stock 20,389 20,389
======== ========
NOTES:
1) Fort Mill's sole assets consisted of all the outstanding stock of Clark-
Schwebel, which owned minority interests in CS-Interglas AG and
Asahi-Schwebel Co., Ltd., and a fifty percent (50%) interest in
Clark-Schwebel Tech-Fab Company.
2) The pro forma statement of operations does not include any benefit to be
derived from the reinvestment of the $192.8 million proceeds from the
sale. Springs intends to use the proceeds to meet strategic objectives,
which might include repurchase of stock, debt reduction and further
investments in the Company's home furnishings segment.
3) The pro forma statement of operations excludes the non-recurring gain on
sale of Fort Mill.
6
7
SPRINGS INDUSTRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands except share data) PRO FORMA
As of March 30, 1996 ADJUSTMENTS FOR
(Unaudited) SALE OF FORT MILL
HISTORICAL (1)(2) PRO FORMA
---------- ---------------- ----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,152 $188,407 $ 190,559
Accounts receivable 368,850 (32,711) 336,139
Inventories 393,874 (28,560) 365,314
Other 28,156 (1,039) 27,117
---------- -------- ----------
Total Current Assets 793,032 126,097 919,129
---------- -------- ----------
PROPERTY, PLANT AND EQUIPMENT 1,392,834 (93,069) 1,299,765
Accumulated depreciation (784,287) 42,065 (742,222)
---------- -------- ----------
Property, plant and equipment, net 608,547 (51,004) 557,543
---------- -------- ----------
OTHER ASSETS AND DEFERRED CHARGES 141,909 (66,728) 75,181
---------- -------- ----------
TOTAL ASSETS $1,543,488 $ 8,365 $1,551,853
========== ======== ==========
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 55,500 $ $ 55,500
Current maturities of long-term debt 7,852 (79) 7,773
Accounts payable 86,577 (9,414) 77,163
Other accrued liabilities 120,146 (3,892) 116,254
---------- -------- ----------
Total current liabilities 270,075 (13,385) 256,690
---------- -------- ----------
NONCURRENT LIABILITIES
Long-term debt 329,021 (35) 328,986
Deferred compensation and benefit plans 156,028 (5,577) 150,451
Deferred income taxes and other deferred credits 47,728 (12,682) 35,046
---------- -------- ----------
Total noncurrent liabilities 532,777 (18,294) 514,483
---------- -------- ----------
SHAREOWNERS' EQUITY
Class A common stock - $.25 par value (12,718,922
shares issued) 3,180 3,180
Class B common stock - $.25 par value (7,529,579
shares issued) 1,882 1,882
Additional paid-in capital 109,972 109,972
Retained earnings 622,236 50,982 673,218
Cost of Class A shares in treasury
(March 30, 1996 - 108,055 shares) (2,403) (2,403)
Currency translation adjustment and other 5,769 (10,938) (5,169)
---------- -------- ----------
Total shareowners' equity 740,636 40,044 780,680
---------- -------- ----------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $1,543,488 $ 8,365 $1,551,853
========== ======== ==========
See Notes to Pro Forma Condensed Consolidated Balance Sheet.
7
8
SPRINGS INDUSTRIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 30, 1996
(In thousands)
(Unaudited)
Note (1):
Fort Mill's sole assets consisted of all the outstanding stock of
Clark-Schwebel, which owned minority interests in CS-Interglas AG and
Asahi-Schwebel Co., Ltd., and a fifty percent (50%) interest in Clark-Schwebel
Tech-Fab Company.
Note (2):
The pro forma adjustments reflect the cash proceeds of $192.8 million, and the
elimination of the assets and liabilities of Clark-Schwebel. Included in the
pro forma adjustments are estimated selling costs and post-closing adjustments
of $4.4 million. The Company realized a gain on the sale of Fort Mill in April
1996, of approximately $50.0 million, net of taxes.
8
9
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
--------------------------
James F. Zahrn
Senior Vice President and
Chief Financial Officer
Dated: May 2, 1996
9
10
EXHIBIT INDEX
Exhibit Page
------- ----
2 Agreement and Plan of Merger dated February 24, 1996, as 11
amended on April 16, 1996, by and among Springs Industries,
Inc., Fort Mill A Inc., Vestar/CS Holding Company, L.L.C.,
and Clark-S Acquisition Corporation, together with a list
identifying the schedules and exhibits to the Agreement.
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.
99 News Release issued by Springs on April 17, 1996. 92
10