-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jh3hQp7QlDS4EPqbCK35FKlvJUjuYnHtXhzqvzOOt0b79gYOuxkTsHX3SZlUMSfA R/+lvrZnukyuy0MUnFR+HA== 0000909518-97-000302.txt : 19970523 0000909518-97-000302.hdr.sgml : 19970523 ACCESSION NUMBER: 0000909518-97-000302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970516 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970522 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS TEXTILE GROUP INC /DE/ CENTRAL INDEX KEY: 0000846615 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 570868166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-27038 FILM NUMBER: 97613039 BUSINESS ADDRESS: STREET 1: 555 N PLEASANTBURG DR STE 202 CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 803-239-3900 MAIL ADDRESS: STREET 1: 555 N PLEASANTBURG DR STREET 2: SUITE 202 CITY: GREENVILLE STATE: SC ZIP: 29607 8-K 1 JPS TEXTILE GROUP, INC. - FORM 8-K ================================================================================ 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): May 16, 1997 ------------ JPS TEXTILE GROUP, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 33-27038 57-0868166 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 555 NORTH PLEASANTBURG DRIVE, SUITE 202 GREENVILLE, SOUTH CAROLINA 29607 - ---------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) (864) 239-3900 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE ---------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ NYFS09...:\75\55175\0042\1824\FRM5197L.000 Item 5. Other Events. Filed herewith is a copy of the JPS Textile Group, Inc. (the "Company") Press Release, dated May 16, 1997, announcing a restructuring of the Company at the holding company level only. Item 7. Exhibits. (c) Exhibit: (99) Press Release, dated May 16, 1997. 1 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 duly authorized. JPS TEXTILE GROUP, INC. By: /s/ David H. Taylor -------------------------------- Name: David H. Taylor Title: Executive Vice President - Finance and Secretary Date: May 21, 1997 2 Exhibit Index Exhibit No. Description of Exhibit - ----------- ---------------------- 99 Press release issued by the Company on May 16, 1997.* - ---------------------- *Filed herewith 3 EX-99 2 PRESS RELEASE EXHIBIT 99 CONTACT: Jim Fingeroth Wendi Kopsick Kekst and Company (212) 593-2655 FOR IMMEDIATE RELEASE --------------------- JPS TEXTILE GROUP REACHES AGREEMENT FOR RESTRUCTURING ----------------------------------------------------- -- BANK FACILITY EXTENDED FOR OPERATING SUBSIDIARIES -- -- BUSINESS TO CONTINUE AS USUAL -- GREENVILLE, SC, MAY 16, 1997 -- JPS Textile Group announced today that it has reached an agreement in principle with an unofficial committee of bondholders, representing more than 60% of its outstanding public debt, to convert 100% of its long-term debt to equity. The restructuring will take place at the holding company level only and will not affect the Company's operating subsidiaries, JPS Converter & Industrial Corp. and JPS Elastomerics Corp., or their relationships with employees, customers and suppliers. The agreement is subject to formal documentation, including the preparation of a definitive reorganization plan and disclosure statement, which the Company expects to complete shortly. Under the proposed plan, the restructuring will be effected through a voluntary prenegotiated or prepackaged chapter 11 filing. JPS Textile's operating subsidiaries would not file for chapter 11 and would continue to conduct business as usual under the agreed upon plan. Under the restructuring, JPS Textile's operating subsidiaries will have a new revolving credit facility, which is expected to have provisions no less favorable than the existing facility, and will provide significant working capital for JPS' operating businesses. In the meantime, the Company will continue to utilize its existing facility, which has been extended through July 16, 1997 in order to enable the Company to complete the documentation necessary for a prenegotiated or prepackaged chapter 11 filing. If JPS Textile commences a chapter 11 case by that date, the revolving credit facility will be extended automatically to the earlier of November 1, 1997 or the effective date of a reorganization. The agreement also calls for the election of a new Board of Directors. JPS Textile's management 4 team has agreed to enter into new employment agreements in connection with the restructuring. Jerry E. Hunter, Chairman, President and Chief Executive Officer, commented, "Following many months of negotiations, we are very pleased to have reached an agreement that is in the interests of our Company, its employees, customers, suppliers and investors. Through the creation of a new capital structure, the restructuring plan will enable JPS Textile to eliminate the public debt incurred at the time of its 1988 leveraged buyout and alleviate uncertainties associated with its upcoming debt maturities. "As a result, JPS Textile will enjoy a stronger balance sheet and will have the financial resources and flexibility to make strategic capital investments in its operating business to better position the Company for long-term profitability and growth. In addition, our management team will be better able to focus its attention on building our operating businesses, without the distraction of the debt obligations," Mr. Hunter said. Under the terms of the agreement, all of JPS Textile's outstanding bond debt will be exchanged for substantially all the reorganized company's common stock. Specifically, the holders of JPS Textile's 10.25% senior subordinated notes and 10.85% senior subordinated discount notes will receive approximately $10-$14 million in cash, contingent notes which will be issued by JPS Capital Corp., a wholly owned subsidiary of JPS Textile, providing payment of up to $33-$37 million plus interest upon the occurrence of certain events, and approximately 93.29% of the new common stock. The holders of the 7% subordinated debentures will receive approximately 5.95% of the new common stock. JPS Textile's senior management will receive approximately 0.75% of the new common stock in lieu of their contractual retention payments. The face amounts of JPS Textile's current outstanding bond debt are $76,773,000 on its senior subordinated notes; $109,247,000 on its senior subordinated discount notes; and $54,071,000 on its subordinated debentures. The agreement in principle also provides that JPS Textile's existing senior preferred stock will be exchanged for warrants to purchase common stock of the reorganized company, and JPS Textile's existing junior preferred stock and common stock will be cancelled. JPS Textile, with annual revenues of approximately $450 million, is one of the largest domestic manufacturers of textile and textile related products for the apparel fabric, industrial and home fashion markets. ### 5 -----END PRIVACY-ENHANCED MESSAGE-----