-----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, q1S8cRCO7w/oAooStcKG3RPXBXqvHvvnr/5b+pHz772kGumzeuWTDYwtCahFHs+/ HQ6oe+Pi07T1VVXj6c1tnw== 0000909518-94-000077.txt : 19940429 0000909518-94-000077.hdr.sgml : 19940429 ACCESSION NUMBER: 0000909518-94-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940428 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19940428 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: 94525016 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 8-K TO 33-58272 - 4/28/94 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): April 28, 1994 JPS TEXTILE GROUP, INC. - --------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its 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) - --------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS ------------ JPS Textile Group, Inc. (the "Company") announced in a press release dated April 28, 1994, that it has signed a letter of intent to sell, subject to certain conditions, all of the automotive products and synthetic industrial fabrics operations of the Company to Foamex International Inc. The full text of the release is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND --------------------------------------------------------- EXHIBITS. -------- (c) Exhibits -------- 99.1 - Press release issued by the Company on April 28, 1994. NYFS09...:\75\55175\0031\1538\FRM20994.M9A SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to the signed on its behalf by the undersigned thereunto duly authorized. April 28, 1994 JPS TEXTILE GROUP, INC. By: /s/ David H. Taylor ------------------------ Name: David H. Taylor Title: Executive Vice President-Finance and Secretary NYFS09...:\75\55175\0031\1538\FRM20994.M9A Exhibit Index ------------- Exhibit No. Description of Exhibit ---------- ---------------------- 99.1 Press release issued by the Company on April 28, 1994 EX-99.1 2 JPS PRESS RELEASE CONTACT: Kekst and Company James Fingeroth Wendi Kopsick (212) 593-2655 FOR IMMEDIATE RELEASE --------------------- JPS TEXTILE GROUP ENTERS INTO LETTER OF INTENT FOR -------------------------------------------------- FOAMEX INTERNATIONAL TO ACQUIRE AUTOMOTIVE PRODUCTS --------------------------------------------------- AND SYNTHETIC INDUSTRIAL FABRICS BUSINESS ----------------------------------------- GREENVILLE, SOUTH CAROLINA, April 28, 1994 -- JPS Textile Group, Inc. announced today that it has signed a letter of intent to sell its automotive products and synthetic industrial fabrics businesses to Foamex International Inc. (NASDAQ: FMXI) for a purchase price of approximately $272 million (which includes approximately $8 million in assumed long-term debt). On February 18, 1994, registration statements were filed with the Securities and Exchange Commission for the sale of common stock and $150 million aggregate principal amount of senior notes of a newly formed corporation, JPS Automotive Products Corp., organized to acquire all of the automotive products and synthetic industrial fabrics operations from JPS Textile Group. Consummation of the transaction with Foamex is contingent upon, among other things, the completion of due diligence reviews, the execution of definitive agreements between the parties, the obtaining of certain necessary third party consents and approvals, and the securing of financing by Foamex. As part of the financing of the purchase prince, it is contemplated that JPS Automotive will amend the terms of its public offering of its senior notes to reflect the sale contemplated by the letter of intent. The registration statement covering the common stock of JPS Automotive will be withdrawn. JPS Textile Group intends to utilize the net proceeds after taxes from the sale of these businesses to retire indebtedness in accordance with the terms of its indentures and credit agreements. JPS Textile Group, Inc. is one of the largest diversified domestic manufacturers of textile and textile related products, principally for the apparel fabric, industrial and home fashion markets. NYFS09...:\75\55175\0031\1538\EXH42894.L60 Foamex International Inc., headquartered in East Providence, Rhode Island, is the largest manufacturer and marketer of flexible polyurethane foam and foam products in North America and the largest supplier of polyurethane foam to the U.S. automotive industry. The registration statement relating to the offering of senior notes of JPS Automotive has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time such registration statement becomes effective. This release shall not constitute an offer to sell or the solicition of an offer to buy, nor shall there be any sale of, these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. -----END PRIVACY-ENHANCED MESSAGE-----