AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
REGISTRATION NO. 333-4723
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
CLARK-SCHWEBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2221 13-3883016
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
CLARK-SCHWEBEL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2221 57-1013751
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
2200 SOUTH MURRAY AVENUE
ANDERSON, SOUTH CAROLINA 29622
TELEPHONE: (864) 224-3506
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------
DONALD R. BURNETTE
2200 SOUTH MURRAY AVENUE
ANDERSON, SOUTH CAROLINA 29622
TELEPHONE: (864) 224-3506
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
LANCE C. BALK
KIRKLAND & ELLIS
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
10 1/2% Senior Notes due
2006, Series B.......... $110,000,000 $1,000 $110,000,000 $37,931.03
Clark-Schwebel Holdings,
Inc.'s Guarantee of 10
1/2% Senior Notes due
2006, Series B........ $110,000,000 * * None
</TABLE>
* Not applicable.
(1) Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF PART I OF FORM S-4
<TABLE>
<CAPTION>
REGISTRATION STATEMENT
ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
------------------------------------------ ------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus.... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Inside Front Cover Page; Outside Back
Cover Page
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information............. Prospectus Summary; The Company; Risk
Factors; Pro Forma Financial Data;
Selected Historical Financial Data
4. Terms of the Transaction.................. Outside Front Cover Page; Prospectus
Summary; The Exchange Offer; Description
of Exchange Notes; Certain Federal Income
Tax Consequences
5. Pro Forma Financial Information........... Pro Forma Financial Data
6. Material Contracts with the Company Being
Acquired.................................. Inapplicable
7. Additional Information Required........... Inapplicable
8. Interests of Named Experts and Counsel.... Legal Matters; Independent Auditors
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... Inapplicable
10. Information with Respect to S-3
Registrants............................... Inapplicable
11. Incorporation of Certain Information by
Reference................................. Inapplicable
12. Information with Respect to S-3 or S-2
Registrants............................... Inapplicable
13. Incorporation of Certain Information by
Reference................................. Inapplicable
14. Information with Respect to Registrants
other than S-3 or S-2 Registrants......... Outside Front Cover Page; Prospectus
Summary; Risk Factors; Use of Proceeds;
The Transactions; Capitalization; Pro
Forma Financial Data; Selected Historical
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Industry; Business;
Management; Security Ownership; Certain
Relationships and Related Transactions;
Description of Credit Agreement
15. Information with Respect to S-3
Companies................................. Inapplicable
16. Information with Respect to S-3 or S-2
Companies................................. Inapplicable
17. Information with Respect to Companies
Other Than S-3 or S-2 Companies........... Inapplicable
18. Information if Proxies, Consents or
Authorizations are to be Solicited........ Inapplicable
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or
in an Exchange Offer...................... Management; Security Ownership; Certain
Relationships and Related Transactions
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of South Carolina, on August 12, 1996.
CLARK-SCHWEBEL HOLDINGS, INC.
By: /s/ WILLIAM D. BENNISON
..................................
Name: William D. Bennison
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE><CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ WILLIAM D. BENNISON President and Director August 12, 1996
....................................
William D. Bennison
/s/ DONALD R. BURNETTE Vice President and Chief Financial August 12, 1996
.................................... Officer
Donald R. Burnette
* Chairman of the Board August 12, 1996
....................................
Jack P. Schwebel
* Executive Vice President and August 12, 1996
.................................... Director
Richard C. Wolfe
* Director August 12, 1996
....................................
Norman W. Alpert
* Director August 12, 1996
....................................
John D. Howard
* Director August 12, 1996
....................................
Sander M. Levy
* Director August 12, 1996
....................................
Arthur J. Nagle
* Director August 12, 1996
....................................
Daniel S. O'Connell
</TABLE>
*Executed by Donald R. Burnette as attorney-in-fact.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of South Carolina, on August 12, 1996.
CLARK-SCHWEBEL, INC.
By: /s/ WILLIAM D. BENNISON
..................................
Name: William D. Bennison
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------ ------------------------------------ ----------------
<S> <C> <C>
/s/ WILLIAM D. BENNISON President and Director August 12, 1996
....................................
William D. Bennison
/s/ DONALD R. BURNETTE Vice President and Chief Financial August 12, 1996
.................................... Officer
Donald R. Burnette
* Chairman of the Board August 12, 1996
....................................
Jack P. Schwebel
* Executive Vice President and August 12, 1996
.................................... Director
Richard C. Wolfe
* Director August 12, 1996
....................................
Norman W. Alpert
* Director August 12, 1996
....................................
John D. Howard
* Director August 12, 1996
....................................
Sander M. Levy
* Director August 12, 1996
....................................
Arthur J. Nagle
* Director August 12, 1996
....................................
Daniel S. O'Connell
</TABLE>
*Executed by Donald R. Burnette as attorney-in-fact.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT
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<C> <S>
2.1 Agreement and Plan of Merger, dated as of February 24, 1996, among Springs
Industries, Inc., Fort Mill A Inc., Vestar/CS Holding Company, L.L.C. and Clark-S
Acquisition Corporation.*
2.2 Amendment No. 1 to Agreement and Plan of Merger, among Springs Industries, Inc.,
Fort Mill A, Inc., Vestar/CS Holding Company, L.L.C. and Clark-S Acquisition
Corporation.*
2.3 Form of Management Common Stock Subscription Agreement, dated as of April 17, 1996,
between Clark-Schwebel Holdings, Inc. and the Management Investors.*
3.1 Amended and Restated Certificate of Incorporation of Clark-Schwebel Holdings, Inc.*
3.2 By-laws of Clark-Schwebel Holdings, Inc.*
3.3 Certificate of Incorporation of Clark-Schwebel, Inc.*
3.4 By-laws of Clark-Schwebel, Inc.*
4.1 Indenture, dated as of April 17, 1996, among Clark-Schwebel Holdings, Inc., Clark-S
Acquisition Corporation, CS Finance Corporation of Delaware and Fleet National
Bank, as Trustee.*
4.2 First Supplemental Indenture, dated as of April 18, 1996, between Clark-Schwebel,
Inc. and Fleet National Bank.*
4.3 Forms of Series A and Series B 10 1/2% Senior Notes (included in Exhibit 4.1 as
Exhibit A thereto).*
4.4 Purchase Agreement, dated as of April 12, 1996, among Clark-Schwebel Holdings, Inc.,
Clark-S Acquisition Corporation, CS Finance Corporation of Delaware, Donaldson,
Lufkin & Jenrette Securities Corporation, Bear, Stearns & Co. Inc., CS First
Boston Corporation and Lazard Freres & Co. LLC.*
4.5 Registration Rights Agreement, dated as of April 17, 1996, by and among
Clark-Schwebel Holdings, Inc., Clark-S Acquisition Corporation, CS Finance
Corporation of Delaware, Donaldson, Lufkin & Jenrette Securities Corporation,
Bear, Stearns & Co. Inc., CS First Boston Corporation and Lazard Freres & Co.
LLC.*
4.6 Securityholders Agreement, dated April 17, 1996, by and among Clark-Schwebel
Holdings, Inc., Vestar/CS Holding Company, L.L.C. and certain other parties
thereto.*
4.7 Form of Holdings Guarantee (included in Exhibit 4.1 as Exhibit D thereto).*
4.8 Form of Subsidiary Guarantee (included in Exhibit 4.1 as Exhibit C thereto).*
5.1 Opinion and consent of Kirkland & Ellis.
9.1 Voting Trust Agreement, made as of April 17, 1996, by and among Clark-Schwebel
Holdings, Inc., Vestar/CS Holding Company, L.L.C. and other parties thereto.*
10.1 Credit Agreement, dated as of April 17, 1996, among the several banks and other
financial institutions from time to time parties thereto and Chemical Bank (the
"Agent").*
10.2 Intentionally Omitted.
10.3 Intentionally Omitted.
10.4 Form of Security Agreement, dated as of April 17, 1996, made by each Guarantor in
favor of the Agent.*
10.5 Form of Pledge Agreement, dated as of April 17, 1996, made by each Guarantor in
favor of the Agent.*
10.6 Form of Guarantee Agreement, dated as of April 17, 1996, made by each Guarantor in
favor of the Agent.*
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- -------
<C> <S>
10.7 Intentionally Omitted.
10.8 Management Agreement, dated as of April 17, 1996, between Clark-Schwebel Holdings,
Inc. and Springs Industries, Inc.*
10.9 Form of Intellectual Property Security Agreement, among Clark-Schwebel Holdings,
Inc., Clark-Schwebel, Inc. and the other parties thereto.*
12.1 Statement Regarding Computation of Ratios of Earnings to Fixed Charges.*
21.1 Subsidiaries of the Registrants.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1)+
24.1 Powers of Attorney.*
25.1 Statement of Eligibility of Trustee on Form T-1.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Tender Instructions.*
</TABLE>
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* Previously filed
II-7
EXHIBIT 5.1
To Call Writer Direct:
212 446-4800
August 12, 1996
Clark-Schwebel Holdings, Inc.
Clark-Schwebel, Inc.
2200 South Murray Avenue
Anderson, South Carolina 29622
Re: 10 1/2% Series B Senior Notes due 2006
-----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Clark-Schwebel Holdings Inc., a
Delaware corporation ("Holdings"), and Clark-Schwebel, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration under
the Securities Act of 1933, as amended (the "Securities Act"), of $110,000,000
principal amount of 10 1/2% Series B Senior Notes due 2006 (the "Exchange
Notes") for the purpose of effecting an exchange offer (the "Exchange Offer")
for the 10 1/2% Series A Senior Notes due 2006 (the "Notes").
In connection therewith, we have examined and relied upon the original, or
copies certified or otherwise identified to our satisfaction, of: (i) the
Restated Certificate of Incorporation and By-Laws of each of Holdings and the
Company; (ii) minutes and records of the corporate proceedings of each of
Holdings and the Company with respect to the issuance and sale of the Exchange
Notes; (iii) Holding's and the Company's Registration Statement on Form S-4
filed with the Securities and Exchange Commission (the "Registration Statement")
and exhibits thereto; (iv) the form of indenture entered into among Holdings,
Clark-S Acquisition Corporation, CS Finance Corporation of Delaware and Fleet
National Bank, as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture entered into between the Company and the Trustee relating
to the Notes (the "Indenture"); and (v) such other documents, corporate records
and other instruments as we have deemed necessary for the expression of the
opinions contained herein.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies, and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than
<PAGE>
Clark-Schwebel Holdings, Inc.
Clark-Schwebel, Inc.
August 12, 1996
the Company, and the due authorization, execution and delivery of all documents
by the parties thereto other than Holdings and the Company.
It is our opinion that when, as and if (i) the Registration Statement shall
have become effective pursuant to the provisions of the Securities Act, (ii) the
Indenture shall have been qualified pursuant to the provisions of the Trust
Indenture Act of 1939, as amended, (iii) the Notes shall have been validly
tendered to the Company and (iv) the Exchange Notes shall have been issued in
the form and containing the terms described in the Registration Statement, the
Indenture, the resolutions of each of Holdings and the Company's Board of
Directors (and any authorized committee thereof) authorizing the foregoing and
any legally required consents, approvals, authorizations and other order of the
Securities and Exchange Commission and any other regulatory authorities to be
obtained, the Exchange Notes when issued pursuant to the Exchange Offer will be
legally issued, fully paid and nonassessable and will constitute binding
obligations of each of Holdings and the Company.
Our opinions as herein expressed are subject to the following
qualifications:
(a) our opinions are subject to the effect of applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or transfer or
other laws of general applicability relating to or affecting the enforcement of
creditors' rights from time to time in effect and to general principles of
equity;
(b) requirements in the Indenture and the Exchange Notes specifying that
the provisions thereof may only be waived in writing may not be valid, binding
or enforceable to the extent that an oral or implied agreement by trade practice
or course of conduct has been created modifying any provision of such documents;
(c) we express no opinion as to the enforceability of the indemnification
provisions of the Indenture and the Notes insofar as said provisions might
require indemnification with respect to any litigation against the Company
determined adversely to the Trustee, or any loss, cost or expense arising out of
the Trustee's gross negligence or willful misconduct or any violation by such
trustee of statutory duties, general principles or equity or public policy; and
<PAGE>
Clark-Schwebel Holdings, Inc.
Clark-Schwebel, Inc.
August 12, 1996
(d) we express no opinion with respect to indemnification or contribution
obligations which contravene public policy including, without limitation,
indemnification or contribution obligations which arise out of failure to comply
with applicable state or federal securities law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the section
titled "Legal Matters" in the Registration Statement.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Notes.
We are admitted to practice law in the State of New York, and we express no
opinions as to matters under or involving any laws other than the laws of the
State of New York, the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Yours very truly,
KIRKLAND & ELLIS
