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 31, 2003
Burlington Industries, Inc.
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(Exact Name of Registrant)
Delaware 1-10984 56-1584586
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(State of Incorporation) (Commission File Number) (IRS Employer ID No.)
3330 West Friendly Avenue
Greensboro, North Carolina 27410
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(Address of Principal Executive Offices)
Registrant's telephone number: 336-379-2000
ITEM 5. Other Events.
On July 31, 2003, Burlington submitted the previously disclosed
agreement with W.L. Ross & Co. LLC ("WLR") to the Bankruptcy Court for approval.
The WLR agreement was approved in all respects, except for the $6.08 million
breakup fee payable to WLR upon termination in certain circumstances and WLR's
ability to reduce its purchase price at closing by the amount of the termination
fee. As a result, the gross purchase price under the WLR agreement is $614.0
million.
Following Bankruptcy Court approval, Burlington filed an amended plan
of reorganization with the Bankruptcy Court to effectuate the transactions
contemplated by the WLR agreement. The full details of the transaction are set
forth in the previously filed WLR agreement, as amended by the Bankruptcy
Court's order, and the amended plan of reorganization, which is filed as Exhibit
99.1 and incorporated herein by reference.
Completion of the transaction is subject to creditor and Bankruptcy
Court approval and other conditions, including the pre-merger notification
requirements of U.S. law. As a result, there is no assurance that it will be
completed.
This Form 8-K contains statements that are forward-looking statements
within the meaning of applicable federal securities laws and are based upon
Burlington's current expectations and assumptions, which are subject to a number
of risks and uncertainties that could cause actual results to differ materially
from those anticipated. Such risks and uncertainties include, among other
things, global economic activity and the implications thereon of the attack on
September 11 and the U.S. government's response thereto and the resolution of
the armed conflict with Iraq, the success of the company's overall business
strategy including successful implementation of the company's restructuring plan
and the company's development of a global sourcing structure, the demand for
textile products, the cost and availability of raw materials and labor,
governmental legislation and regulatory changes, and the long-term implications
of regional trade blocs and the effect of quota phase-out and lowering of
tariffs under the WTO trade regime, the impact that the company's Chapter 11
proceeding has had or may have on the company's relationships with its principal
customers and suppliers, the approval of its plan or reorganization and the
resulting change in ownership and management of Burlington, the company's
ongoing ability to finance its operations and restructuring activities, the cost
of future capital sources, and the exposure to interest rate and currency
fluctuations, the company's ability to utilize tax loss carryforwards and retain
tax refunds received or to be received, and other factors identified in
Burlington's filings with the Securities and Exchange Commission.
ITEM 7. Financial Statements and Exhibits.
See attached exhibit index.
SIGNATURE
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.
BURLINGTON INDUSTRIES, INC.
By: /s/ John D. Englar
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Name: John D. Englar
Title: Senior Vice President, Corporate
Development and Law
Dated: August 5, 2003
INDEX TO EXHIBITS
Number Exhibit
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99.1 First Amended Joint Plan of Reorganization of Burlington Industries,
Inc. and its Debtor Subsidiaries.