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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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 28, 1996
[NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Transition period from ________ to ___________
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 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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Securities Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the Registrant was required to 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 20, 1997, was $586,268,365.
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As of March 20, 1997, there were 12,757,460 shares of Class A Common Stock and
7,395,615 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 28, 1996 (Parts I & II)
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Specified Portions of Proxy Statement to Security Holders dated March 7, 1997
(Parts III & IV)
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 10-K ANNUAL REPORT
SPRINGS INDUSTRIES, INC.
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
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
engaged principally in the manufacturing, marketing and sale of packaged textile
and nontextile home furnishing products, and secondarily in the manufacturing,
marketing and sale of fabrics for apparel, consumer and industrial markets.
These operations are conducted by various divisions and subsidiaries, each of
which operates within either the home furnishings or specialty fabrics industry
segment.
Through both internal development and acquisitions of complementary
businesses, Springs has emerged as one of the most significant manufacturers and
marketers of home furnishings 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. 1996
Annual 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 $1.831 billion in 1996 and operating income of
$52.0 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
hard and soft 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
distributor/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. In
May, 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, and the Company purchased
substantially all of the assets of Dawson Home Fashions, Inc., a leading
manufacturer of shower curtains and bath fashions accessories. In July, 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.
During the second quarter of 1996, the Company adopted a plan to
consolidate and realign its fabric manufacturing operations. In connection with
this plan, the Company closed three fabric manufacturing plants, added
production in other plants, and increased outside purchases of grey fabric.
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Subsequent to year end, the Company also acquired a 50% interest in
American Fiber Industries, LLC, a manufacturer of bed pillows.
SPECIALTY FABRICS SEGMENT - The specialty fabrics segment manufactures,
finishes, purchases for resale and markets a wide variety of fabrics and in 1996
generated sales of $412.7 million and operating income of $27.8 million.
Specialty fabrics products include finished fabrics for industrial, apparel and
specialty end uses.
More specifically, the specialty fabrics segment produces and markets
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 1994. In June, 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. In December, 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. In April, 1996, the
Company sold its Clark-Schwebel, Inc., subsidiary, a business in the specialty
fabrics segment, for $193 million in cash. A gain of $50.1 million was included
in other income for 1996. Through the date of sale Clark-Schwebel, Inc., had
1996 sales of $68.9 million and earnings before interest and taxes of $11.3
million. In 1995, Clark-Schwebel, Inc., contributed about ten percent of the
Company's sales of $2.233 billion and had record earnings representing about 24
percent of Springs' earnings before interest expense and taxes of $143 million.
During the five years ended in 1995, Clark-Schwebel, Inc.'s average contribution
was 13 percent of Springs' sales and nine percent of its earnings before
interest and taxes.
PRINCIPAL PRODUCTS -- Textile home furnishings products represented
69.0%, 61.5%, and 62.3% of consolidated revenues for each of 1996, 1995, and
1994, respectively. No other product or class of products exceeded 10% of
consolidated revenues for 1996, 1995, or 1994.
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), and Dundee(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 Springmaid(R), Wamsutta(R),
UltraSuede(R), Firegard(R), Firewear(R) and Synergy(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 1996, sales to Wal-Mart Stores, Inc. equaled 13.6% 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 28,
1996, amounted to approximately $178 million. The unfilled order position at
December 30, 1995, was approximately $175 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 $1.5
million on environmental and related projects in 1996 and expects to spend
approximately $2.0 million in 1997.
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ASSOCIATES -- Approximately 20,700 associates were employed by Springs
and its subsidiaries at the end of 1996.
(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 1996, 6.6% in 1995, and 6.7%
in 1994.
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 City, New York. The Springs
Building contains a sales showroom for the Bath Fashions Group, the sales
headquarters of the Baby Products Division, both parts of the home furnishings
segment, and the sales headquarters for the Springfield and UltraFabrics
Divisions, both parts 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 offices in New York City, New York, 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 forty-three manufacturing plants. Seventeen plants are grey
fabric manufacturing plants; six are dyeing, printing and finishing plants;
twelve are fabricating plants; four plants perform both dyeing, printing,
finishing and fabricating operations; and four plants manufacture decorative
window products. Of these plants, nineteen are in South Carolina, thirteen in
Georgia, two in each of North Carolina, Alabama, and Wisconsin, and one in each
of California, Mississippi, Pennsylvania, Tennessee, and Nevada.
The home furnishings segment uses thirty-six of these plants and the
specialty fabrics segment uses four. The two segments share another three
plants. All of the plants are owned by Springs and are unencumbered, except for
four which are subject to mortgages and five which are leased either through
industrial revenue bond financing or through other leases.
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Springs considers all plants to be 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 10. - 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
Crandall C. Bowles 49 President and Chief Operating Officer -
Springs (January 1997 to present). Executive
Vice President - Springs (April 1992 to
January 1997). President - Bath Fashions
Group (May 1995 to January 1997). 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 52 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 64 Chairman of the Board (October 1983 to
present) and Chief Executive Officer (1981
to present). President (December 1989 to
January 1997). Director (February 1980 to
present).
William K. Easley 53 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 41 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 1989 to October
1992).
Stephen P. Kelbley 54 Executive Vice President - Springs
(September 1991 to present). President -
Diversified Home Products Group (January
1997 to present). President - Diversified
Products Group (May 1995 to January 1997).
President - Specialty Fabrics Group (March
1994 to April 1995). Chief Financial Officer
(September 1991 to March 1994).
Charles M. Metzler 44 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 58 Executive Vice President - Springs (July
1989 to present). President - Fabrics Group
(January 1997 to present). President - Bath
Manufacturing (May 1995 to January 1997).
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 51 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).
Robert L. Thompson 60 Vice President - Public Affairs (September
1986 to present).
J. Spratt White 55 Senior Vice President - Human Resources (May
1996 to present). Senior Vice President -
Growth and Development, and Human Resources
(June 1995 to May 1996). 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).
James F. Zahrn 46 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, President and Chief Operating Officer 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 20, 1997, there were approximately 2,867 holders of record
of Class A Common Stock, and approximately 77 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 on a one-for-one
basis 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."
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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 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
Information about directors required by this Item is incorporated by
reference from the Company's Proxy Statement to Security Holders dated March 7,
1997 (the "Proxy Statement") under the captions "Directors, Nominees, and
Election of 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 under the caption "Executive
Officers of the Registrant."
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.
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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 17 and 18 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, 18, and 19
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 28, 1996,
and December 30, 1995 (Annual Report page 16).
(ii) Consolidated Statement of Operations and Retained
Earnings for the fiscal years ended December 28,
1996, December 30, 1995, and December 31, 1994
(Annual Report page 15).
(iii) Consolidated Statement of Cash Flows for the fiscal
years ended December 28, 1996, December 30, 1995, and
December 31, 1994 (Annual Report page 17).
(iv) Notes to Consolidated Financial Statements (Annual
Report pages 18 through 25).
(v) Independent Auditors' Report (Annual Report page 26).
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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 26, 1997
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
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John F. Akers, Director Crandall C. Bowles, Director
Date: March 26, 1997 Date: March 26, 1997
By: /s/John L. Clendenin By: /s/Leroy S. Close
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John L. Clendenin, Director Leroy S. Close, Director
Date: March 26, 1997 Date: March 26, 1997
By: /s/Charles W. Coker By: /s/Walter Y. Elisha
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Charles W. Coker, Director Walter Y. Elisha, Chairman,
Date: March 26, 1997 Chief Executive Officer
and Director
(Principal Executive Officer)
Date: March 26, 1997
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By: /s/John H. McArthur By: /s/Aldo Papone
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John H. McArthur, Director Aldo Papone, Director
Date: March 26, 1997 Date: March 26, 1997
By: /s/Donald S. Perkins By: /s/Robin B. Smith
- ------------------------------------ ------------------------------------
Donald S. Perkins, Director Robin B. Smith, Director
Date: March 26, 1997 Date: March 26, 1997
By: /s/Sherwood H. Smith, Jr. By: Stewart Turley
- ------------------------------------ ------------------------------------
Sherwood H. Smith, Jr. Stewart Turley
Date: March 26, 1997 Date: March 26, 1997
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 26, 1997 Date: March 26, 1997
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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, incorporated by reference from Form 10-K filed
March 21, 1996 (76 pages).
(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 December 12, 1996, filed herein
(1 page).
(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). Amendment effective as of
November 1, 1996, filed herein (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 From 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).
Amendments adopted as of October 29, 1995, and as of
November 1, 1996, filed herein (3 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. Amendments approved by
shareholders on April 29, 1996, incorporated by reference from
Form 10-Q filed May 14, 1996 (2 pages). Amendments as of
November 1, 1996, filed herein (2 pages).
(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).
(n) Springs' Excess Benefits Plan adopted by the Board of
Directors on August 18, 1994, and amended and restated
effective March 1, 1996, filed herein (7 pages).
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(10) Material Contracts - Other
(a) 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).
(b) 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).
(c) 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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(d) 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).
(e) 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, incorporated by
reference from Form 10-K filed March 21, 1996 (3 pages);
Assignment and Acceptance document dated June 30, 1995,
incorporated by reference from Form 10-K filed March 21, 1996
(4 pages); First Amendment effective January 18, 1996,
incorporated by reference from Form 10-K filed March 21, 1996
(4 pages); Second Amendment effective February 13, 1996,
incorporated by reference from Form 10-K filed March 21, 1996
(7 pages); Third Amendment effective November 19, 1996, filed
herein (17 pages); Fourth Amendment dated March 20, 1997,
filed herein (7 pages).
(f) Swap Agreement between Springs and Wachovia Bank of Georgia,
N.A., dated May 18, 1995, and related Schedule and
Confirmation, incorporated by reference from Form 10-K filed
March 21, 1996 (41 pages); Related Swap Transaction
Confirmation dated September 7, 1995, filed herein (5 pages).
(g) $100,000,000 Wachovia Bank of Georgia, N.A., Term Loan Credit
Agreement dated August 12, 1996 incorporated by reference from
Form 10-Q filed November 12, 1996 (70 pages); First Amendment
dated March 20, 1997, filed herein (7 pages).
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(13) Portions of the 1996 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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