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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
Date of Report (Date of earliest event reported): July 18, 1997 (July 15, 1997)
DYERSBURG CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 1-11126 62-1363247
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1315 Phillips Street, Dyersburg, Tennessee 38024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 285-2323
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On July 15, 1997, Dyersburg Corporation (the "Company") entered into a
Stock Purchase Agreement with each of Alamac Sub Holdings Inc. ("Seller"), AIH
Inc. ("Alamac") and Westpoint Stevens Inc. pursuant to which the Company will
acquire all of the outstanding capital stock of Alamac (the "Acquisition").
Through its four remaining manufacturing facilities located in North Carolina,
Alamac manufactures and sells knitted fabrics primarily to manufacturers of
men's, women's and children's apparel. Prior to consummation of the Acquisition,
Alamac will transfer all of its cash and accounts receivable at the closing and
assets related to its Whitmire spinning plant to Westpoint Stevens or one of its
affiliates and, accordingly, such assets will not be owned by Alamac following
the Acquisition. The aggregate consideration to be paid by the Company in the
Acquisition will be $126.0 million, subject to adjustment for changes in working
capital and certain other items related to pension assets and liabilities
subsequent to December 31, 1996. The closing of the Acquisition is required to
occur on or before September 15, 1997.
The respective obligations of the Company, Seller and Westpoint Stevens
Inc. to effect the Acquisition are subject to the satisfaction of certain
conditions, including (i) the termination or expiration of the relevant waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii)
obtaining all necessary consents and approvals, and (iii) the absence of any law
or order which restrains, enjoins or otherwise prohibits the Acquisition. The
obligations of the Company to effect the Acquisition are further conditioned on,
among others (i) the absence of any material adverse change in Alamac's
business, results of operations or financial condition prior to the closing and
(ii) the Company having received sufficient funds to effect the closing.
Upon the closing of the Acquisition, the Company will enter into an
interim services agreement pursuant to which Westpoint Stevens will provide
certain information, credit, accounts receivable, accounts payable, purchasing
and other corporate services for a period of up to nine months following the
closing.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
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(c) Exhibits:
2.1 Stock Purchase Agreement dated as of July 15, 1997 by and among
Dyersburg Corporation, Alamac Sub Holdings Inc., AIH Inc. and
Westpoint Stevens Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DYERSBURG CORPORATION
Date: July 18, 1997 By: /s/ William S. Shropshire, Jr.
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William S. Shropshire, Jr.
Chief Financial Officer
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EXHIBIT INDEX
NO. EXHIBIT
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2.1 Stock Purchase Agreement dated as of July 15,
1997 by and among Dyersburg Corporation,
Alamac Sub Holdings Inc., AIH Inc. and
Westpoint Stevens Inc.