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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 January 3, 1998
[ ] 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
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 [ ]
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)
Aggregate market value of Springs Industries, Inc. Common Stock, excluding
treasury shares, held by nonaffiliates as of March 18, 1998, was $689,801,701.
As of March 18, 1998, there were 12,153,026 shares of Class A Common Stock and
7,270,921 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specified Portions of Annual Report to Security Holders for Fiscal Year Ended
January 3, 1998 (Parts I & II)
Specified Portions of Proxy Statement to Security Holders dated March 6, 1998
(Parts III & IV)
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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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
3
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
SPRINGS INDUSTRIES, INC.
PART I
ITEM 1. 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 term "Springs" or "the
Company" as used herein means Springs Industries, Inc., and its subsidiaries
unless clearly indicated otherwise.
The Company's operations are engaged principally, and, in recent years,
increasingly, in the manufacturing, marketing and sale of packaged textile and
nontextile home furnishing products, its home furnishings segment. The balance
of the Company's operations are engaged in the manufacturing, marketing and sale
of fabrics for apparel, consumer and industrial markets, its specialty fabrics
segment. The operations of these segments are conducted by various divisions and
subsidiaries.
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.
5
Home furnishings is the larger segment of Springs' business, with sales
of $1.896 billion in 1997 and operating income of $110.6 million. The home
furnishings segment manufactures, purchases for resale and markets home
furnishings products, including sheets, pillowcases, bedspreads, comforters,
infant and toddler bedding, towels, shower curtains, bath and accent rugs, other
bath fashion accessories, knitted infant apparel, baby and healthcare products,
juvenile novelties, drapery hardware and hard and soft decorative window
furnishings.
Springs' home furnishings products are sold primarily through its own
sales force to retailers 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 through
distributors to institutional customers and directly to consumers through its 53
company owned outlet stores, and it also 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. A majority of the bedding
products sold in Canada are purchased from a Canadian manufacturer. 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 manufacturer of towels, infant and toddler bedding, knitted
infant apparel, and healthcare products, and the Company purchased substantially
all of the assets of Dawson Home Fashions, Inc., a 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 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. This
consolidation and realignment primarily affected the home furnishings segment.
Springs' specialty fabrics segment manufactures, finishes, purchases
for resale and markets a wide variety of fabrics and, in 1997, generated sales
of $329.9 million and operating income of $4.5 million. Specialty fabrics
include finished fabrics for industrial, apparel and specialty end uses.
5
6
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 segment sells its products primarily
through its own sales force. Sales are also made through distributors and
agents.
The Company has sold two of its specialty fabrics businesses since
1995. In December 1995, the Company sold the assets of its Intek office panel
fabrics business for a cash payment of $13.2 million. In April 1996, the Company
sold its Clark-Schwebel, Inc., subsidiary for $193 million in cash. 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.
On February 17, 1998, Springs adopted a plan to close the segment's
Rock Hill Printing and Finishing Plant. Springs determined that the plant was
not cost competitive and that modernization was not economically feasible.
Springs will consolidate most of the plant's production into more modern
finishing facilities operated by the home furnishings segment and use outside
contractors for the balance of the production. The phase-down of the facility is
expected to take four to five months. A pretax charge of $23 million will be
recorded during the first quarter of 1998. The charge includes $11.3 million for
write-offs of plant and equipment, $4.0 million for severance arising from the
elimination of approximately 480 positions, and $7.7 million for certain other
expenses associated with the closing of the facility. In addition, the Company
expects to incur approximately $8 million for equipment relocation and other
realignment expenses which do not qualify as "exit costs."
Textile home furnishings products, consisting primarily of textile
bedding, bath, and window-coverings products, represented 71.2%, 68.8%, and
61.7% of consolidated revenues for each of 1997, 1996, and 1995, respectively.
No other product or class of products exceeded 10% of consolidated revenues for
1997, 1996, or 1995.
Raw materials used by the Company include principally cotton and
polyester fiber and purchased woven fabric. The Company also purchases other
natural and manmade fibers, fiber glass and aramid yarns, finished knitted and
non-woven fabrics, dyes and chemicals, aluminum, plastic, wood, 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 supply of cotton by reason of
weather, disease or other factors, or significant increases in the price of
cotton or polyester, however, could adversely affect the Company's results of
operations.
6
7
The Company considers its trademarks to be materially important to its
business. The trademarks are protected, in part, through United States and
foreign trademark registrations.
The home furnishings segment sells bed and bath products under the
Wamsutta(R), Springmaid(R), Performance(TM), and Dundee(R) brands, and
decorative window products under the Graber(R), Bali(R), Nanik(R),
FashionPleat(R), Maestro(TM) 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 Bill Blass license agreement has automatic renewal provisions if certain
sales thresholds are met; the Liz Claiborne license agreement expires December
31, 1999, subject to certain renewal rights; and the Walt Disney license
agreements expire at various future dates from 1998 to 2001. Home furnishing
products are also sold under private brand names of certain customers.
The specialty fabrics segment uses the Springmaid(R), Wamsutta(R),
UltraSuede(R), UltraLeather(TM), Firegard(R), Firewear(R) and Synergy(R) brands
on home sewing and other specialty fabrics.
The Company's working capital requirements for 1997 were provided from
operations and to a lesser extent from asset sales and short-term borrowings.
Management expects that cash generated by operations and borrowings from
committed bank lines and commercial paper will adequately provide for the
Company's cash needs during 1998. Trade receivables are, in the main,
collectible in 60 days or less.
The home furnishings segment's top ten customers represent
approximately 54% of the segment's sales; however, the segment's total customer
base is very large. While the Company has no reason to believe that the segment
will lose the business of any of the segment's largest customers, the loss of
one or more of the largest accounts (or a material portion of any thereof) could
have a material adverse effect upon the Company's business. Sales in the
specialty fabrics segment are more dispersed, with its top ten customers
accounting for only approximately 34% of the segment's sales. In 1997, sales to
Wal-Mart Stores, Inc. were approximately 14% of Springs' total sales; no other
single customer accounted for ten percent or more of Springs' total sales.
7
8
The Company's unfilled order position at January 3, 1998, amounted to
approximately $166 million. The unfilled order position at December 28, 1996,
was approximately $178 million.
The markets in which the principal products of the Company are sold are
highly competitive as to price, quality, customer service and product design.
The Company believes that it competes effectively in both segments with respect
to these factors. In certain product categories competition is concentrated
among several large domestic companies while in other product categories
competition is much more dispersed among both larger and smaller companies.
Springs is involved in certain administrative proceedings governed by
environmental laws and regulations, including proceedings under the
Comprehensive Environmental Response, Compensation, and Liability Act. The
potential costs to the Company related to all of these environmental matters are
uncertain due to such factors as: the unknown magnitude of possible pollution
and cleanup costs; the complexity and evolving nature of governmental laws and
regulations and their interpretations; the timing, varying costs and
effectiveness of alternative cleanup technologies; the determination of the
Company's liability in proportion to other potentially responsible parties; and
the extent, if any, to which such costs are recoverable from insurers or other
parties.
The Company has accrued an undiscounted liability of approximately $11
million, which represents management's best estimate of Springs' probable
liability concerning all known environmental matters. Management believes the
$11 million will be paid out over the next 10 years. This accrual has not been
reduced by any potential insurance recovery to which the Company may be entitled
regarding environmental matters.
Approximately 19,500 associates were employed by Springs and its
subsidiaries at the end of 1997. Of these associates, approximately 17,450 were
employed in the home furnishings segment, approximately 1,425 in the specialty
fabrics segment, and approximately 625 in corporate administrative and shared
services functions.
International sales of home furnishings and specialty fabric products
are made through Springs' divisions and its subsidiaries. Sales outside of the
United States accounted for approximately 6.9% of total sales in 1997 and 6.6%
in each of 1996 and 1995. The bulk of Springs' sales outside of the United
States are made in Canada by
8
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the home furnishings segment. During each of the last three years, less than 5%
of the Company's assets have been located outside of the United States.
Financial information for the home furnishings and specialty fabrics
segments is incorporated by reference from the Springs Industries, Inc. 1997
Annual Report to Shareholders ("Annual Report") under the caption "Industry
Segment Information," page 14.
ITEM 2. PROPERTIES
The Company owns its Executive Office Building and an additional office
building in Fort Mill, South Carolina, and the 21-story Springs Building at 104
West 40th Street, New York City, New York. The Springs Building contains sales
showrooms for the home furnishings segment's bed and bath fashions, and baby
products businesses. The Springs Building also serves as the sales headquarters
for the home furnishings segment's baby products business, and the specialty
fabrics segment's Springfield and UltraFabrics Divisions. Part of the Springs
Building is leased to other businesses.
The Company leases offices in Charlotte, North Carolina, which are used
by the bed and bath fashions business. This business and other divisions lease
additional space in other cities for administration and sales offices, outlet
stores 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-one manufacturing plants, including the Rock Hill
Printing and Finishing Plant, which is scheduled to close by midyear Seventeen
plants are grey fabric manufacturing plants; four are dyeing, printing and
finishing plants; eleven are fabricating plants; five plants perform both
dyeing, printing, finishing and fabricating operations; and four plants
manufacture decorative window products. Of these plants, nineteen are in South
Carolina, eleven 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-four 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 lease arrangements.
9
10
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 26 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 50 President and Chief Executive Officer
(January 1998 to present). President and
Chief Operating Officer (January 1997 to
January 1998). Executive Vice President
(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).
C. Powers Dorsett 53 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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William K. Easley 54 Senior Vice President (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).
Walter Y. Elisha 65 Chairman of the Board (October 1983 to
present). Chief Executive Officer (1981
through December 1997). President (December
1989 to January 1997). Director (February
1980 to present). Mr. Elisha is also a
director of American Telephone & Telegraph
Company, Carolina Power & Light Company,
and Cummins Engine Company, Inc.
Samuel J. Ilardo 42 Treasurer (May 1995 to present). Assistant
Treasurer (March 1994 to April 1995). Tax
Director (November 1992 to February 1994).
Stephen P. Kelbley 55 Executive Vice President (September 1991 to
present). President - Home Furnishings
Operating Group (February 1998 to present).
President - Diversified Home Products Group
(January 1997 to February 1998). 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 45 Vice President - Controller (February 1996
to present). Controller - Springs Canada,
Inc. (September 1992 to January 1996).
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Robert W. Moser 59 Executive Vice President (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).
Thomas P. O'Connor 52 Executive Vice President (August 1992 to
present). President - Bed and Bath
Sales and Marketing Group (February 1998 to
present). President - Bed Fashions Group
(May 1995 to February 1998). 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 61 Vice President - Public Affairs (September
1986 to present).
James F. Zahrn 47 Executive Vice President and Chief Financial
Officer (April 1997 to present). Senior Vice
President and Chief Financial Officer (March
1995 to April 1997). 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 Executive Officer, and a 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.
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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 18, 1998, there were approximately 2,737 holders of record
of Class A Common Stock, and approximately 76 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 32 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
through 29 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 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 32 of
the Annual Report under the caption "Quarterly Financial Data (Unaudited)."
14
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 6,
1998 (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
and Walter Y. Elisha, Chairman of the Board of Directors, 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 16 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 19 through 21 of the Proxy Statement.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is incorporated by reference from the
Proxy Statement under the caption "Transactions With Certain Persons" on pages
21 and 22 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 January 3, 1998, and
December 28, 1996 (Annual Report page 16).
(ii) Consolidated Statement of Operations and Retained
Earnings for the fiscal years ended January 3, 1998,
December 28, 1996, and December 30, 1995 (Annual
Report page 15).
(iii) Consolidated Statement of Cash Flows for the fiscal
years ended January 3, 1998, December 28, 1996, and
December 30, 1995 (Annual Report page 17).
(iv) Notes to Consolidated Financial Statements (Annual
Report pages 18 through 26).
(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.
16
The matters discussed or incorporated by reference in this Form 10-K
contain forward-looking statements that are based on management's expectations,
estimates, projections, and assumptions. Words such as "expects," "anticipates,"
"plans," "believes," "estimates," and variations of such words and similar
expressions are intended to identify such forward-looking statements which
include but are not limited to projections of expenditures, cash flows, and
operating performance. Such forward-looking statements are made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are not guaranties of future performance and involve certain
risks and uncertainties which are difficult to predict. Actual future results
and trends, therefore, may differ materially from whit is forecast in
forward-looking statements due to a variety of factors, including: the ability
of the Company and its suppliers and customers to bring their information
systems into compliance with the "Year 2000 Computer Problem"; the health of the
retail economy in general, competitive conditions, and demand for the Company's
products; progress toward the Company's cost-reduction goals; unanticipated
natural disasters; legal proceedings; labor matters; and the availability and
price of raw materials which could be affected by weather, disease, energy
costs, or other factors.
[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
Executive Vice President and
Chief Financial Officer
Date: March 27, 1998
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, President &
Date: March 27, 1998 Chief Executive Officer and
Director
(Principal Executive Officer)
Date: March 27, 1998
By: /s/John L. Clendenin By: /s/Leroy S. Close
----------------------------- ----------------------------------------
John L. Clendenin, Director Leroy S. Close, Director
Date: March 27, 1998 Date: March 27, 1998
By: /s/Charles W. Coker By: /s/Walter Y. Elisha
----------------------------- ----------------------------------------
Charles W. Coker, Director Walter Y. Elisha, Chairman
Date: March 27, 1998 and Director
Date: March 27, 1998
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By: /s/John H. McArthur By: /s/Aldo Papone
------------------------------------ -----------------------------------------
John H. McArthur, Director Aldo Papone, Director
Date: March 27, 1998 Date: March 27, 1998
By: /s/Donald S. Perkins By: /s/Robin B. Smith
------------------------------------ -----------------------------------------
Donald S. Perkins, Director Robin B. Smith, Director
Date: March 27, 1998 Date: March 27, 1998
By: /s/Sherwood H. Smith, Jr. By: /s/Stewart Turley
------------------------------------ -----------------------------------------
Sherwood H. Smith, Jr., Director Stewart Turley, Director
Date: March 27, 1998 Date: March 27, 1998
By: /s/James F. Zahrn By: /s/Charles M. Metzler
------------------------------------ ----------------------------------------
James F. Zahrn Charles M. Metzler,
Executive Vice President and Vice President-Controller
Chief Financial Officer (Principal Accounting Officer)
(Principal Financial Officer)
Date: March 27, 1998 Date: March 27, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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EXHIBITS
* * * * * * * * * * * * * * * * * * * * * * * *
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EXHIBIT INDEX
Item
- ----
(2) (a) Agreement and Plan of Merger dated February 6, 1995, as
amended on March 7, 1995, among Springs Industries, Inc.,
Dundee Acquisition Corp., and Dundee Mills, Incorporated,
incorporated by reference from Form 8-K filed June 12, 1995.
(b) 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.
(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.
(b) Springs' Bylaws, amended as of December 12, 1996.
(4) $225,000,000 Credit Agreement dated December 17, 1997, among
Springs Industries, Inc., Wachovia Bank, N.A., Bank of America
NT & SA, SunTrust Bank, Atlanta, The Bank of Nova Scotia, The
Bank of Tokyo-Mitsubishi, Ltd., Mellon Bank, N.A., and The
Fuji Bank, Limited, Atlanta Agency.
Note: No other long-term debt instrument issued by the Company
exceeds 10% of the consolidated total assets of the Company
and its subsidiaries. In accordance with paragraph 4(iii) of
Item 601 of Regulation S-K, the Company will furnish to the
Commission upon request copies of long-term debt insturments
and related agreements.
21
Item
- ----
(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. Amendment effective December
10, 1990, incorporated by reference from Form 10-K, filed
March 25, 1991. Amendment effective August 16, 1990,
incorporated by reference from Form 10-Q, filed November 12,
1991. Amendment effective as of November 1, 1996, incorporated
by reference from Form 10-K filed March 28, 1997.
(b) Springs' Restricted Stock Plan, incorporated by reference from
Form 10-K, filed March 19, 1982. Amendment dated August 19,
1983, incorporated by reference from Form 10-K, filed March
16, 1984.
(c) Employment Agreement dated July 1, 1985, between Springs and
Walter Y. Elisha, incorporated by reference from Form 10-K,
filed March 14, 1986.
(d) Springs' Deferred Compensation Plan, as amended and restated
on August 18, 1994, incorporated by reference from Form 10-Q,
filed November 14, 1994.
(e) Springs' Senior Executive Supplemental Retirement Plan,
incorporated by reference from Form 10-K, filed March 19,
1982. Amendment dated February 26, 1987, incorporated by
reference from Form 10-K, filed March 27, 1987. Amendment
dated June 20, 1991, incorporated by reference from Form 10-K,
filed March 25, 1992.
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Item
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(f) Springs' Shadow Retirement Plan, incorporated by reference
from Form 10-K, filed March 19, 1982. Amendment adopted
October 18, 1990, incorporated by reference from Form 10-K,
filed March 25, 1991.
(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. Amendments
adopted as of October 29, 1995, and as of November 1, 1996,
incorporated by reference from Form 10-K filed March 28, 1997.
(h) Springs' Outside Directors COLI Deferred Compensation Plan
adopted December 12, 1985, incorporated by reference from Form
10-K, filed March 14, 1986.
(i) Springs' Senior Management COLI Deferred Compensation Plan
adopted December 12, 1985, incorporated by reference from Form
10-K, filed March 14, 1986.
(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. Amendments as of November 1,
1996, incorporated by reference from Form 10-K filed March 28,
1997.
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Item
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(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.
Amendment approved by the Board of Directors on February 18,
1993, incorporated by reference from Form 10-K, filed March
31, 1993.
(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.
(n) Springs' Excess Benefits Plan adopted by the Board of
Directors on August 18, 1994, and amended and restated
effective March 1, 1996, incorporated by reference from Form
10-K filed March 28, 1997.
(o) Form of stock option agreement used in conjunction with option
grants under the 1991 Incentive Stock Plan from December 1991
to February 1995.
(p) Form of stock option agreement used in conjunction with option
grants under the 1991 Incentive Stock Plan from October 1995
to 1997.
(q) Form of stock option agreement between the Company and Walter
Y. Elisha dated February 25, 1998.
23
24
Item
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(r) Letter agreement between the Company and Walter Y. Elisha
dated March 4, 1998, relating to surrender of incremental
stock equivalents.
(s) Letter dated March 4, 1998, to Walter Y. Elisha relating to
retirement arrangements.
(t) Form of agreement used in conjunction with grants of
performance units under the 1991 Incentive Stock Plan.
(u) Financial Planning Policy for certain executives of the
Company.
(13) Pages 14 through 32 of the 1997 Annual Report to Shareholders, which
have been expressly incorporated by reference.
(21) List of Subsidiaries of Springs.
(23) S-8 Registration Statement for 1991 Incentive Stock Plan and 1991
Restricted Stock Plan for Outside Directors.
(27.1) Financial Data Schedule (for SEC purposes)
(27.2) Restated Financial Data Schedule for the nine months ended September
27, 1997
(27.3) Restated Financial Data Schedule for the six months ended June 28, 1997
(27.4) Restated Financial Data Schedule for the three months ended March 29,
1997
(27.5) Restated Financial Data Schedule for the 12 months ended December 28,
1996
(27.6) Restated Financial Data Schedule for nine months ended September 28,
1996
(27.7) Restated Financial Data Schedule for six months ended June 29, 1996
(27.8) Restated Financial Data Schedule for three months ended March 30, 1996
(27.9) Restated Financial Data Schedule for twelve months ended December 30,
1995
24