<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
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): JUNE 30, 2000
SLEEPMASTER L.L.C.
(EXACT NAME OF REGISTRANT AS IT APPEARS IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEW JERSEY 333-81987 22-3341313
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) ID NUMBER)
</TABLE>
2001 LOWER ROAD
LINDEN, NEW JERSEY 07036-6520
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (732) 381-5000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms of an agreement and plan of merger dated June 29,
2000, by and among Crescent Sleep Products Company ("Crescent"), Sleepmaster
L.L.C. ("Sleepmaster") and the stockholders listed on the stockholder signature
page attached thereto (the "Purchase Agreement"), Sleepmaster acquired all of
the capital stock of Crescent for a total purchase price of approximately $132.0
million, including $117.6 million in cash, the assumption of $8.9 million of
industrial revenue bonds and approximately $5.5 million of related fees and
expenses. In connection with the acquisition of Crescent, Sleepmaster entered
into a Third Amended and Restated Credit Agreement by and among Sleepmaster, as
borrower, Sleepmaster Holdings, L.L.C. (Sleepmaster's parent), the domestic
subsidiaries of Sleepmaster, as guarantors, First Union National Bank, as lender
and as administrative agent and the lenders party thereto (the "Third Amended
Credit Facility"), to provide for an aggregate amount of borrowings of up to
$172.5 million. Sleepmaster financed the acquisition through (i) the use of
proceeds from the Third Amended Credit Facility, (ii) the issuance of an
additional $25.0 million of senior subordinated notes, and (iii) the investment
of $41.5 million of equity from a group of existing investors and certain
members of Crescent's management.
The description above of the acquisition is a summary and does not purport
to be complete. For more detail regarding the terms of the acquisition, we
encourage you to read each document attached as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
It is not practical to provide the required financial statements for
Crescent at this time. Such financial statements will be filed as an amendment
to this report on Form 8-K no later than 60 days after the deadline for filing
this Form 8-K.
(b) Pro Forma Financial Information
It is not practical to provide the required pro forma financial statements
for Crescent at this time. Such financial statements will be filed as an
amendment to this report on Form 8-K no later than 60 days after the deadline
for filing this Form 8-K.
(c) Exhibits
<TABLE>
<C> <S>
2.1 Agreement and Plan of Merger, dated June 29, 2000, by and
among Sleepmaster L.L.C., as buyer, Crescent Acquisition
Corp., as buyer subsidiary, and Crescent Sleep Products
Company.
4.1 Trust Indenture, dated September 1, 1999, between The
Guilford County Industrial Facilities and Pollution Control
Financing Authority, as Issuer, and U.S. Bank Trust National
Association, as Trustee, securing $5,900,000 in aggregate
principal amount of The Guilford County Industrial
Facilities and Pollution Control Financing Authority
Industrial Development Revenue Bonds (Crescent Sleep
Products Company Project) Series 1999.
4.2 Indenture of Trust, dated March 1, 1995, by and between
First-Citizens Bank & Trust Company, as Trustee, and Iowa
Finance Authority relating to the issuance of $3,000,000
Tax-Exempt Adjustable Mode Industrial Development Revenue
Bonds (Dixie Bedding Company Project) Series 1995.
4.3 Common Unit Replacement ISO Option Agreement, dated June 30,
2000, by and between Sleepmaster Holdings L.L.C. and Hampton
Culler.
4.4 Common Unit Replacement ISO Option Agreement, dated June 30,
2000, by and between Sleepmaster Holdings L.L.C. and Charles
Johnson.
4.5 Common Unit Replacement ISO Option Agreement, dated June 30,
2000, by and between Sleepmaster Holdings L.L.C. and Thomas
Sanfilippo.
4.6 Preferred Unit Replacement ISO Option Agreement, dated June
30, 2000, by and between Sleepmaster Holdings L.L.C. and
Hampton Culler.
</TABLE>
2
<PAGE> 3
<TABLE>
<C> <S>
4.7 Preferred Unit Replacement ISO Option Agreement, dated June
30, 2000, by and between Sleepmaster Holdings L.L.C. and
Charles Johnson.
4.8 Preferred Unit Replacement ISO Option Agreement, dated June
30, 2000, by and between Sleepmaster Holdings L.L.C. and
Thomas Sanfilippo.
10.1 Third Amended and Restated Credit Agreement, dated June 30,
2000, among Sleepmaster L.L.C., as borrower, Sleepmaster
Holdings L.L.C., as the Parent, the Domestic Subsidiaries of
Sleepmaster L.L.C., as guarantors, the lenders party thereto
and First Union National Bank, as administrative agent.
10.2 Third Amended and Restated Pledge Agreement, dated June 30,
2000, among Sleepmaster L.L.C., as Borrower, the guarantors
listed on the signature page thereto and First Union
National Bank, as Administrative Agent.
10.3 Third Amended and Restated Security Agreement, dated June
30, 2000, among Sleepmaster L.L.C., as Borrower, the
Domestic Subsidiaries of the Borrower and First Union
National Bank, as administrative agent.
10.4 License Agreement and Memorandum of Agreement, each dated
March 17, 1998, by and between Serta, Inc. and Crescent
Sleep Products Company covering certain territories in South
Carolina.
10.5 License Agreement and Memorandum of Agreement, each dated
March 17, 1998, by and between Serta, Inc. and Crescent
Sleep Products Company covering certain territories in
Nebraska.
10.6 License Agreement and Memorandum of Agreement, each dated
March 17, 1998, by and between Serta, Inc. and Crescent
Sleep Products Company covering certain territories in
Georgia.
10.7 Negotiated Contract Agreement, dated March 1, 1999, between
Crescent Sleep Products Company and Union of Needletrades,
Industrial and Textile Employees AFL-CIO, CLC.
10.8 Loan Agreement, dated March 1, 1995, by and between the Iowa
Finance Authority, as Issuer, a public instrumentality and
agency duly organized and existing under the laws of the
State of Iowa and Dixie Bedding Company.
10.9 Irrevocable Letter of Credit issued on March 1, 1995, in the
amount of $3,262,500 at the request and for the account of
Dixie Bedding Company in favor of First-Citizens Bank &
Trust Company, as Trustee under the Trust Indenture.
10.10 Supplemental Assignment and Assumption Agreement, dated
March 17, 1998, by and between Dixie Bedding Company,
Crescent Sleep Products Company and the Iowa Finance
Authority and acknowledged by First-Citizens Bank & Trust
Company, as Trustee, under the Trust Indenture.
10.11 Amended and Restated Reimbursement and Security Agreement,
dated March 17, 1998, by and among Crescent Sleep Products
Company, Dixie Bedding Company and Wachovia Bank, National
Association.
10.12 Loan Agreement, dated September 1, 1999, by and between The
Guilford County Industrial Facilities and Pollution Control
Financing Authority, as Issuer, and Crescent Sleep Products
Company.
10.13 Employment Agreement, dated June 30, 2000, by and among
Crescent Sleep Products Company, Sleepmaster L.L.C. and
Stanley Webster.
10.14 Employment and Management Securities Agreement, dated June
30, 2000, by and among Crescent Sleep Products Company,
Sleepmaster Holdings L.L.C., Sleep Investor L.L.C. and
Hampton Culler.
10.15 Employment and Management Securities Agreement, dated June
30, 2000, by and among Crescent Sleep Products Company,
Sleepmaster Holdings L.L.C., Sleep Investor L.L.C. and
Charles Johnson.
</TABLE>
3
<PAGE> 4
<TABLE>
<C> <S>
10.16 Employment and Management Securities Agreement, dated June
30, 2000, by and among Crescent Sleep Products Company,
Sleepmaster Holdings L.L.C., Sleep Investor L.L.C. Thomas
Sanfilippo.
10.17 Board of Advisor and Unit Purchase Agreement, dated June 30,
2000, by and among Sleepmaster Holdings L.L.C., Sleepmaster
L.L.C., R. Guy Boyle and Sleep Investor L.L.C.
99.1 Press release issued by Sleepmaster L.L.C. on June 30, 2000.
</TABLE>
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Linden,
State of New Jersey.
SLEEPMASTER L.L.C.
By: /s/ CHARLES SCHWEITZER
------------------------------------
President and Chief Executive
Officer
Dated: July 17, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
/s/ CHARLES SCHWEITZER President and Chief Executive July 17, 2000
--------------------------------------------------- Officer, Advisor
Charles Schweitzer
/s/ JAMES P. KOSCICA Executive Vice President and Chief July 17, 2000
--------------------------------------------------- Financial Officer, Advisor
James P. Koscica
</TABLE>
5
