-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, na+Ynmmd4S1wc0zcAwAAbshMTx3OswIr/2SHACOOU/3Ju1iwaidQr0Pz6ue95yXb 4keDepGxU4JVVt1xL5G44g== 0000950144-94-001324.txt : 19940718 0000950144-94-001324.hdr.sgml : 19940718 ACCESSION NUMBER: 0000950144-94-001324 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940628 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS TEXTILE GROUP INC /DE/ CENTRAL INDEX KEY: 0000846615 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94538738 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 SUITE 202 CITY: GREENVILLE STATE: SC ZIP: 29607 8-K 1 JPS TEXTILE FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 12, 13, OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------ DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 13, 1994 (JUNE 28, 1994) JPS TEXTILE GROUP, INC. -------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE -------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION) 33-58272 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) (803) 239-3900 -------------------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ Page 1 of 12 pages (Exhibit index appears on page 10) 2 Item 2. Acquisition or Disposition of Assets On June 28, 1994, pursuant to the terms of an Asset Purchase Agreement dated May 25, 1994, by and among JPS Textile Group, Inc. ("JPS" or the "Company"), JPS Auto Inc., a wholly-owned subsidiary of the Company ("Auto"), JPS Converter and Industrial Corp., a wholly-owned subsidiary of the Company ("C&I"), Foamex International Inc. ("Foamex") and JPS Automotive Products Corp., an indirect, wholly-owned subsidiary of Foamex ("Purchaser"), the Company consummated the disposition of its Automotive Assets (as described below) to the Purchaser. The Automotive Assets consisted of (i) the businesses and assets of Auto and the synthetic industrial fabrics division of C&I, and (ii) the Company's investment in common stock of the managing general partner of Cramerton Automotive Products, L.P. In addition, the Purchaser agreed to assume substantially all of the liabilities and obligations associated with the Automotive Assets. The purchase price for the Automotive Assets was approximately $276 million, consisting of $264 million of cash paid at closing and $12 million of assumed debt (as of April 30, 1994), subject to certain post-closing adjustments. The purchase price was determined by arms-length negotiations between the parties. The net cash proceeds from the disposition of the Automotive Assets (after deductions for (i) fees, (ii) other expenses and (iii) amounts designated by management to satisfy possible contingent tax liabilities) are approximately $213 million and such proceeds will be used by the Company to reduce its outstanding indebtedness. Additional information regarding the use of proceeds from the disposition of the Automotive Assets is contained in the press release issued by the Company on June 28, 1994, filed as Exhibit 20.1 hereto and incorporated herein by reference. 2 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (b) Unaudited Pro Forma Consolidated Condensed Balance Sheet of the Company as of April 30, 1994 reflecting the disposition of Automotive Assets as if the sale occurred as of April 30, 1994. Unaudited Pro Forma Consolidated Condensed Statements of Operations for the six months ended April 30, 1994 and for the year ended October 30, 1993 as if the transaction occurred as of the beginning of the periods indicated. (c) Exhibits: 20.1 - Press release issued by the Company on June 28, 1994.* 99.1 - Asset Purchase Agreement, dated as of May 25, 1994, by and among the Company, Auto, C&I, Purchaser and Foamex.** ___________________________ * Filed herewith ** Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending April 30, 1994. 3 4 JPS TEXTILE GROUP, INC. INTRODUCTION TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION (UNAUDITED) The unaudited Pro Forma Consolidated Condensed Statements of Operations for the six months ended April 30, 1994 and the year ended October 30, 1993 present the results of the continuing operations of JPS Textile Group, Inc. assuming that the sale of the Automotive Assets, as described in item 2 of this report, was consummated as of the beginning of the periods indicated. The statements include all material adjustments necessary to present historical results reflecting these assumptions. The gain for financial accounting purposes, net of taxes thereon, related to the sale of the Automotive Assets is estimated to be approximately $135 million and has not been reflected in the unaudited Pro Forma Consolidated Condensed Statement of Operations. The unaudited Pro Forma Consolidated Condensed Balance Sheet as of April 30, 1994 assumes that the sale of the Automotive Assets occurred on April 30, 1994. The unaudited Pro Forma Consolidated Condensed Balance Sheet as presented assumes net debt reduction, after the sale of the Automotive Assets, of approximately $215 million, for the reduction of $66 million of bank debt, $102 million of senior secured notes, and $47 million of senior subordinated debt (including related interest accruals). The respective amounts of debt reduction described above are for purposes of presentation of the unaudited Pro Forma Consolidated Condensed Balance Sheet as of April 30, 1994 and do not reflect the actual debt reduction that will occur as described herein. In addition, the pro forma financial information assumes that $39.5 million designated by management to satisfy possible contingent tax liabilities has been invested in long-term investment securities. The pro forma financial information does not purport to be indicative of the results of operations or the financial position which would have actually been obtained if the sale of the Automotive Assets had been consummated on the dates indicated. In addition, the pro forma financial information does not purport to be indicative of the results of operations or the financial position of the Company which may be attained in the future. The pro forma financial information has been prepared by the Company and all calculations have been made based upon assumptions deemed appropriate. Certain of these assumptions are set forth under the Notes to Pro Forma Consolidated Condensed Financial Information. As of the date of this filing, the Company has reasonably completed its quantification of the final accounting for the sale of the Automotive Assets based upon currently available information. Such information may be revised at a later date based upon additional information. The gross proceeds amount is subject to a purchase price adjustment based on audited net assets sold on June 28, 1994. The amount of such purchase price adjustment has been estimated based on unaudited net assets at April 30, 1994 and such purchase price adjustment of approximately $6.4 million has been included in accounts receivable in the accompanying unaudited Pro Forma Consolidated Balance Sheet. Any additional proceeds received as a result of such adjustment will be used to reduce senior subordinated debt. Management does not expect such adjustment to result in a reduction of the gross proceeds. The pro forma financial information should be read in conjunction with the Company's historical consolidated financial statements and notes thereto in its 1993 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. In the Form 10-Q for the period ended April 30, 1994, filed June 20, 1994, the sale of the Automotive Assets was given discontinued operations treatment in the unaudited Pro Forma Consolidated Condensed Statement of Operations for the six months ended April 30, 1994 (in this Form 8-K, certain previously reported expense amounts were reclassified between income from continuing operations and discontinued operations) and in the April 30, 1994 unaudited Pro Forma Consolidated Condensed Balance Sheet. Accordingly, the historical amounts in this Form 8-K for such periods reflect the discontinued operations treatment. There has not been a prior public filing where the Automotive Assets were given discontinued operations treatment in the unaudited Pro Forma Consolidated Condensed Statement of Operations for the year ended October 30, 1993. Accordingly, the pro forma adjustments to the unaudited Pro Forma Consolidated Condensed Statement of Operations for the year ended October 30, 1993 reflect all adjustments necessary to remove the operating results of the Automotive Assets from those of the Company. 4 5 JPS TEXTILE GROUP, INC. PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) APRIL 30, 1994 (In Thousands)
Pro Forma Adjustments ------------------------- Pro Historical Auto Other Forma ---------- ---------- --------- --------- (a) ASSETS Current Assets Cash $ 1,220 $ 1,220 Accounts receivable 89,419 $ 6,380 (b) 95,799 Inventories 80,872 80,872 Prepaid expenses and other 3,239 (1,618)(c) 1,621 Net assets held for sale 90,757 $ (90,757) ---------- ---------- --------- --------- Total current assets 265,507 (90,757) 4,762 179,512 Property, plant and equipment, net 213,288 213,288 Excess of cost over fair value of net assets acquired, net 32,937 32,937 Long-term investments 39,500 (c) 39,500 Other assets 4,562 799 2,500 (c) 4,125 (3,736)(d) ---------- ---------- --------- --------- TOTAL $ 516,294 $ (89,958) $ 43,026 $ 469,362 ========== ========== ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 40,826 $ 40,826 Accrued interest 16,122 $ 192 $ (3,958)(c) 12,356 Accrued salaries, benefits and withholdings 13,963 1,645 (1,645)(c) 13,963 Other accrued expenses 10,867 10,867 Current portion of long-term debt 8,851 8,851 ---------- ---------- --------- --------- Total current liabilities 90,629 1,837 (5,603) 86,863 Long-term debt 498,570 29,184 (207,484)(c) 320,270 Other long-term liabilities 25,327 271 25,598 ---------- ---------- --------- --------- Total liabilities 614,526 31,292 (213,087) 432,731 ---------- ---------- --------- --------- Senior redeemable preferred stock 22,635 22,635 ---------- ---------- --------- --------- Shareholders' equity (deficit): Junior preferred stock 250 250 Common stock 10 10 Additional paid-in capital 35,149 6,380 (b) 35,149 Equity (deficit) (156,276) (121,250) 253,469 (c) (21,413) (3,736)(d) ---------- ---------- --------- --------- Total shareholders' equity (deficit) (120,867) (121,250) 256,113 13,996 ---------- ---------- --------- --------- TOTAL $ 516,294 $ (89,958) $ 43,026 $ 469,362 ========== ========== ========= =========
See notes to pro forma consolidated condensed financial information. 5 6 JPS TEXTILE GROUP, INC. PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED APRIL 30, 1994 (Dollars In Thousands Except Per Share Data)
Pro Forma Adjustments ------------------------- Pro Historical Auto Other Forma ---------- ---------- --------- ---------- (a) Net sales $ 285,457 $ 285,457 Cost of sales 247,365 247,365 ---------- ---------- Gross profit 38,092 38,092 Selling, general and administrative expenses 32,144 32,144 ---------- ---------- Income from continuing operations 5,948 5,948 Interest expense, net 31,157 $ 1,297 $ (10,483)(e) 21,971 Other income (expense), net 42 42 ---------- ---------- --------- ---------- Loss before provision for income taxes and income from discontinued operations (25,167) (1,297) 10,483 (15,981) Provision for income taxes 1,351 165 (f) 1,516 ---------- ---------- --------- ---------- Loss before income from discontinued operations (26,518) (1,297) 10,318 (17,497) Income from discontinued operations 18,382 (18,382) - ---------- ---------- --------- ---------- Net loss (8,136) (19,679) 10,318 (17,497) Senior redeemable preferred stock in-kind dividends and discount accretion 1,627 1,627 ---------- ---------- --------- ---------- Loss applicable to common stock $ (9,763) $ (19,679) $ 10,318 $ (19,124) ========== ========== ========= ========== Weighted average common shares outstanding 1,000,000 1,000,000 ========== ========== Earnings (loss) per common share: Loss before income from discontinued operations $ (28.14) $ (1.30) $ 10.32 $ (19.12) Income from discontinued operations 18.38 (18.38) - ---------- ---------- --------- ---------- Net loss $ (9.76) $ (19.68) $ 10.32 $ (19.12) ========== ========== ========= ==========
See notes to pro forma consolidated condensed financial information. 6 7 JPS TEXTILE GROUP, INC. PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED OCTOBER 30, 1993 (Dollars In Thousands Except Per Share Data)
Pro Forma Adjustments ---------------------------- Pro Historical Auto Other Forma ---------- ----------- ------------ ---------- (a) Net sales $ 885,683 $ (287,930) $ 597,753 Cost of sales 750,934 (238,746) 512,188 ---------- ---------- ---------- Gross profit 134,749 (49,184) 85,565 Selling, general and administrative expenses 80,209 (20,272) 59,937 ---------- ---------- ---------- Income from operations 54,540 (28,912) 25,628 Interest expense, net 65,322 (623) $ (22,510)(e) 42,189 Minority interest in consolidated subsidiary (981) 981 Other income (expense), net (1,414) 193 (1,221) ---------- ---------- --------- ---------- Loss before provision for income taxes and cumulative effect of accounting change (13,177) (27,115) 22,510 (17,782) Provision for income taxes 2,000 (357) 243 (f) 1,886 ---------- ---------- --------- ---------- Loss before cumulative effect of accounting change (15,177) (26,758) 22,267 (19,668) Cumulative effect of accounting change 6,654 (938) 5,716 ---------- ---------- --------- ---------- Net loss (21,831) (25,820) 22,267 (25,384) Senior redeemable preferred stock in-kind dividends and discount accretion 2,863 2,863 ---------- ---------- --------- ---------- Loss applicable to common stock $ (24,694) $ (25,820) $ 22,267 $ (28,247) ========== ========== ========= ========== Weighted average common shares outstanding 1,000,000 1,000,000 ========== ========== Earnings (loss) per common share: Loss before cumulative effect of accounting change $ (18.04) $ (26.76) $ 22.27 $ (22.53) Cumulative effect of accounting change (6.65) 0.94 (5.72) ---------- ---------- --------- ---------- Net loss $ (24.69) $ (25.82) $ 22.27 $ (28.25) ========== ========== ========= ==========
See notes to pro forma consolidated condensed financial information. 7 8 JPS TEXTILE GROUP, INC. NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION (a) To eliminate the net assets held for sale in the April 30, 1994 unaudited Pro Forma Consolidated Condensed Balance Sheet, the effect of the discontinued operations in the unaudited Pro Forma Consolidated Condensed Statement of Operations for the six months ended April 30, 1994 and the effect of the sale of the Automotive Assets in the unaudited Pro Forma Consolidated Condensed Statement of Operations for the year ended October 30, 1993. (b) To reflect as a receivable the estimated pro forma purchase price adjustment based on the April 30, 1994 unaudited net assets held for sale. (c) To reflect debt reduction as follows: $215 million used to reduce $66 million of bank debt, $102 million of senior secured notes and $47 million (carrying value of $43 million net of discounts recorded) of senior subordinated debt (including related accrued interest amounts). The respective amounts of debt reduction described above are for purposes of presentation of the unaudited Pro Forma Consolidated Condensed Balance Sheet as of April 30, 1994 and do not reflect the actual debt reduction that will occur as described herein. In addition, $39.5 million was invested in long-term securities and designated by management to be available to satisfy possible contingent tax liabilities. $7.6 million was used to pay taxes and certain expenses of the sale of the Automotive Assets. $1.6 million of fees and expenses of the sale of the Automotive Assets had previously been recorded as a prepaid asset. Certain accrued incentive compensation of $1.6 million was paid as of April 30, 1994. (d) To reflect the write-off of the unamortized amount of certain debt issuance costs associated with debt that was paid off with the proceeds of the sale of the Automotive Assets. (e) To reflect reduced interest expense associated with the reduction in long-term debt and interest income on investments. (f) To reflect an increase in state taxes resulting from the decrease in interest expense described in note (e). 8 9 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 thereunto duly authorized. JPS TEXTILE GROUP, INC. By: /s/ David H. Taylor ---------------------------- David H. Taylor Executive Vice President - Finance and Secretary Date: July 13, 1994 9 10 Exhibit Index Exhibit No. Description of Exhibit 20.1 Press release issued by the Company on June 28, 1994.* 99.1 Asset Purchase Agreement, dated as of May 25, 1994, by and among the Company, JPS Auto Inc., a Delaware corporation, JPS Converter and Industrial Corp., a Delaware corporation, JPS Automotive Products Corp., a Delaware corporation, and Foamex International Inc., a Delaware corporation.** ______________________ * Filed herewith ** Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending April 30, 1994. 10 EX-20.1 2 JPS TEXTILE EXHIBIT 20.1 1 Exhibit 20.1 CONTACT: Kekst and Company Wendi Kopsick James Fingeroth (212) 593-2655 FOR IMMEDIATE RELEASE JPS TEXTILE GROUP COMPLETES SALE OF AUTOMOTIVE PRODUCTS AND SYNTHETIC INDUSTRIAL FABRICS BUSINESS TO FOAMEX INTERNATIONAL GREENVILLE, SOUTH CAROLINA, June 28, 1994 -- JPS Textile Group, Inc. announced today that it has completed the sale of its automotive products and synthetic industrial fabrics businesses to JPS Automotive Products Corp., a wholly-owned subsidiary of Foamex International Inc. (NASDAQ: FMXI), for approximately $276 million (which includes approximately $12 million in assumed long-term debt), subject to post-closing adjustments. The net cash proceeds available for debt reduction are approximately $213 million after reserves for taxes, fees and other expenses, which the Company expects to approximate $51 million. In accordance with the terms of the Company's various credit agreements and indentures, the Company will apply the net cash proceeds to pay all outstanding borrowings under its bank credit agreement of approximately $166 million and then, within 30 days, utilize the remaining approximately $47 million to make offers to redeem, in order of priority at par plus accrued interest, the Company's outstanding senior subordinated notes, senior subordinated discount notes and junior subordinated debentures. JPS Textile Group currently has outstanding $125 million principal amount of its senior subordinated notes and approximately $151 million accreted value of its senior subordinated discount notes, which are of equal priority, and $75 million principal amount of its junior subordinated debentures. Contemporaneously with the closing of the asset sale, JPS Textile Group has entered into a new $135 million revolving credit facility and will use bank borrowings to redeem all $93.5 million principal amount of its outstanding senior secured notes. 2 JPS Textile Group estimates that these transactions will result in net reduction in debt as follows:
Reduction of: Millions Bank debt $ 72 Senior secured notes 94 Senior subordinated notes 22 Senior subordinated discount notes 25 $213 ----
JPS Textile Group intends to promptly amend its existing shelf registration statement on file with the Securities and Exchange Commission to reflect the asset sale, reduction of indebtedness and other matters. Copies of the updated prospectus will be made available to security holders of JPS Textile Group. JPS Textile Group is one of the largest diversified domestic manufacturers of textile and textile related products, principally for the apparel fabric, industrial and home fashion markets. 2 -----END PRIVACY-ENHANCED MESSAGE-----