SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) June 20, 1994
DIXIE YARNS, INC.
(Exact Name of Registrant as specified in its Charter)
Tennessee 0-2585 62-0183370
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
1100 SOUTH WATKINS STREET, CHATTANOOGA, TN 37404
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (615) 698-2501
Dixie Yarns, Inc. (the "Registrant" or "Dixie") hereby amends its Current
Report on Form 8-K dated June 20, 1994 by deleting Item 2 and Items 7(a)
and 7(b) of said Report and inserting Item 5 as set forth below.
Item 5. Other Events.
Pursuant to an Asset Purchase Agreement dated May 25, 1994 with a
subsequent closing date of June 20, 1994, Dixie acquired certain of the
assets of Patrick of California, Inc. ("Patrick"), a manufacturer of
principally commercial as well as residential carpet, with annual sales of
approximately $20 million (the "Acquisition"). The assets acquired by
Dixie from Patrick consist of carpet tufting equipment, inventory,
receivables and other related assets together with the assumption of leases
for carpet tufting and warehouse facilities located in Compton, California
and Rancho Dominguez, California, respectively. Prior to the Acquisition,
Dixie supplied carpet yarns to Patrick through Dixie's Candlewick Yarns
Group.
Under the terms of the Asset Purchase Agreement, Dixie acquired certain of
Patrick's net assets in exchange for: (1) the assumption of long term debt
of approximately $625,000; (2) release of an obligation of approximately
$2.4 million owed by Patrick to Dixie; and (3) cash and expenses in the
amount of approximately $324,000 (collectively, the "Purchase Price").
Pursuant to the terms of the Asset Purchase Agreement, the Purchase Price
was subject to an adjustment, depending on the net change in assets and
liabilities of Patrick from the date of the Asset Purchase Agreement (April
30, 1994) until the date of the closing of the Asset Purchase Agreement
(June 20, 1994). The amount of the adjustment was determined on July 29,
1994, and was not material. The Purchase Price was determined as a result
of arms-length negotiations between the parties based upon the estimated
current fair market values of the assets acquired.
The Acquisition represents another step in Dixie's previously announced
strategy for expansion in the carpet industry. Dixie management believes
that the Acquisition will diversify and enhance Dixie's carpet
manufacturing capabilities.
Dixie has determined that the Acquisition does not constitute the
acquisition of a business which is significant within the meaning of
Article 3 and Article 11 of Regulation S-X promulgated under the Securities
Exchange Act of 1934, as amended. Accordingly, no financial statements
of Patrick or pro forma financial information are required to be filed and
no such information will be filed.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit (2a) listed below omits certain schedules and exhibits,
which are listed therein. The Registrant hereby
agrees to furnish a copy of any such omitted
schedule or exhibit supplementally upon request of
the Commission's Staff.
(1) Listing of Exhibits Incorporated by Reference:
None.
(2) Listing of Exhibits Filed with this Report:
(2a) Asset Purchase Agreement dated May 25, 1994, by
and among Dixie Yarns, Inc., Patrick of California,
Inc., Regent Industries, Inc. and
Frank V. Celiberti.*
(2b) Assignment and Assumption Agreement and Bill of
Sale dated June 20, 1994, by and between Dixie
Yarns, Inc. and Patrick of California, Inc.*
*Previously filed.
SIGNATURES
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.
DIXIE YARNS, INC.
_________________________
(Registrant)
By:/s/D. EUGENE LASATER
______________________
D. Eugene Lasater
Controller
Date: September 2, 1994
____________________
