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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):
August 25, 1999 (August 19, 1999)
DYERSBURG CORPORATION
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(Exact name of registrant as specified in charter)
Tennessee 1-11126 62-0188460
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
15720 John J. Delaney Drive, Suite 445, Charlotte, North Carolina 28277-2747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 341-2299
1315 Phillips Street, Dyersburg, Tennessee 38024
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Dyersburg Corporation, a Tennessee corporation (the "Company") and its
subsidiaries, have obtained a new, three-year $110 million credit facility under
a Loan and Security Agreement, dated as of August 17, 1999 (the "Agreement"), by
and among, BankBoston, N.A., as Collateral Agent ("BankBoston"), Congress
Financial Corporation (Southern), as Administrative Agent ("Congress"), the
Company and several of its subsidiaries.
The facility includes a revolving credit facility of up to $84 million
(including a $16 million letter of credit subfacility) and a $26 million term.
The facility is secured by liens on substantially all of the assets of the
Company. Interest is payable monthly based upon a base rate or LIBOR, plus
applicable margins. The initial base rates are 8.75% for revolving credit loans
and 9.25% for the term loan. The facility includes various covenants, including
covenants related to minimum cash flows and fixed charge coverage ratios, excess
availability and tangible net worth. The facility replaces the Company's prior
$36.9 million term loan facility and $90 million revolving credit facility. The
Company believes borrowings under the facility will be sufficient to meet the
Company's liquidity needs at least through the end of fiscal 1999.
Availability under the revolving credit facility is based upon a
borrowing base, less availability reserves established from time to time by the
lenders. Pursuant to the terms of the Agreement, the Agents may establish and
revise availability reserves which reduce the amount that would otherwise be
available to the Company under the revolving credit facility (a) to reflect
events, conditions, contingencies or risks which do or may affect either the
collateral securing the Agreement, the assets, business or prospects of the
Company or an Obligor under the Agreement, or the security interests in the
Collateral or (b) to reflect either Agent's belief that any collateral report or
financial information furnished by or on behalf of any Obligor to the Agents is
or may have been incomplete, inaccurate or misleading in any material respect or
(a) to reflect outstanding letter of credit accomodations or (b) in respect of
any state of facts which either Agent determines constitutes a Default or an
Event of Default.
All defined terms used herein shall have the meaning given in the
Agreement unless otherwise defined in this report.
Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995
The press release includes, and other communications from the Company
may include, forward-looking statements subject to various assumptions regarding
the Company's operating performance that may not be realized and which are
subject to significant known and unknown business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control.
Consequently such matters should not be regarded as a representation or warranty
by the Company that such matters will be realized or are indicative of the
Company's financial condition or operating results for future periods. Actual
results may differ materially from
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those contemplated by any forward-looking statement. These forward-looking
statements are being made in reliance upon the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995.
The Company's liquidity, capital resources and results of operations
are subject to a number of risks and uncertainties including, but not limited
to, the following: the ability of the Company to comply with the terms of its
financing arrangements; risks associated with the Company's use of substantial
financial leverage, restrictions imposed by the terms of the Company's
indebtedness; adverse developments with respect to the Company's liquidity or
results of operations; the ability of the Company to respond to competitive
pressures which may affect the nature and viability of the Company's business
strategy; the ability of the Company to develop new products; trends in the
economy as a whole which may affect consumer confidence and consumer demand for
the types of goods produced by the Company; the seasonal nature of the Company's
business; the ability of the Company to predict consumer demand as a whole, as
well as demand for specific goods; changes in the cost and availability of raw
materials; the cost and availability of labor; governmental regulation and trade
policies with foreign nations; and the ability to effect conversions to new
technological systems, including becoming Year 2000 compliant.
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Item 7(c). Exhibits
99.1 Loan and Security Agreement, dated as of August 19, 1999, by
and among BankBoston, N.A., Congress Financial Corporation
(Southern), Dyersburg Corporation and several of its
subsidiaries.
99.2 Press Release dated August 24, 1999.
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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: August 25, 1999 /s/ William S. Shropshire, Jr.
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William S. Shropshire, Jr.
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
No. Exhibit
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99.1 Loan and Security Agreement, dated as of August 19, 1999, by
and among BankBoston, N.A., Congress Financial Corporation
(Southern), Dyersburg Corporation and several of its
subsidiaries.
99.2 Press Release dated August 24, 1999.
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