INTERFACE INC
8-K, 1995-11-02
CARPETS & RUGS
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                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): November 1, 1995




                         INTERFACE, INC.
      ------------------------------------------------------
      (Exact name of Registrant as Specified in its Charter)


         Georgia                         0-12016                  58-1451243
- -------------------------------------------------------------------------------
(State or other Jurisdiction of   (Commission File Number)      (IRS Employer 
Incorporation or Organization)                              Identification No.)

                      2859 Paces Ferry Road
                            Suite 2000
                        Atlanta, Georgia                 30224
             ----------------------------------------------------
             (Address of principal executive offices)  (Zip Code)


          Registrant's telephone number, including area code: (770) 437-6800


                               Not Applicable
        ------------------------------------------------------------
        (Former name or former address, if changed since last report)



<PAGE>
<PAGE>

Item 5.  Other Events.

         On November 1, 1995, the Registrant issued the press
         release attached hereto as Exhibit 99.

Item 7.  Financial Statements and Exhibits.

         The following exhibit is filed herewith:

         Exhibit 99.    Press Release Dated November 1, 1995.




                            SIGNATURES


     Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.



                                             INTERFACE, INC.



                                            By:   /s/ Daniel T. Hendrix
                                               ------------------------
                                               Daniel T. Hendrix
                                               Senior Vice President
                                               (principal financial officer)


                                                 November 2, 1995
                                               --------------------------
                                               Date


<PAGE>



                     [Appears on Company Letterhead]

FOR IMMEDIATE RELEASE:

                              CONTACT:  Raymond S. Willoch
                                        Assistant Vice President
                                        (404) 437-6862

                                        J. Desmond Towey
                                        Towey & Associates
                                        (212) 888-7600


           INTERFACE ANNOUNCES COMMENCEMENT OF PRIVATE OFFERING

ATLANTA, Georgia, November 1, 1995 -- Interface, Inc. (Nasdaq symbol:
IFSIA) announced today that it has commenced a private offering of
$125,000,000 aggregate principal amount of senior subordinated notes due
2005 (the "Notes") and may grant certain initial purchasers an option to
purchase up to an additional $18,750,000 of Notes on the same terms.  The
Notes will be unsecured obligations subordinated to all existing and
future senior indebtedness of the Company.  The Notes will be guaranteed,
jointly and severally, on an unsecured, senior subordinated basis by the
Company's principal domestic subsidiaries. The interest rate and certain
other terms of the Notes have not yet been determined.  The closing of
the private offering, if it is consummated, is expected to occur before
the end of November.  There is no assurance, however, that acceptable
terms will be available or that the offering will be consummated.

The bulk of the net proceeds of the private offering, if it is
consummated, are expected to be used to fund the redemption of all of
Interface's outstanding 8% Convertible Subordinated Debentures Due 2013
(the "Convertible Debentures").  Under their terms, the Convertible
Debentures may be called for redemption at any time upon 30 days' notice
at a price of 102.4% of their principal amount, plus accrued and unpaid
interest.  In the event of a call, holders of Convertible Debentures
would be entitled to convert all or a portion of the principal amount
into shares of Interface Class A Common Stock, at a price of $16.9125 per
share, at any time up to two business days before the redemption date. 
An aggregate of approximately $106,500,000, plus any then accrued and
unpaid interest, would be required to redeem 100% of the Convertible
Debentures.

The Notes have not been and will not be registered under the Securities
Act of 1933, as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.

Interface, Inc. is a recognized leader in the worldwide commercial
interiors market, offering floorcoverings, fabrics, specialty chemicals,
and interior architectural products.

                                  # # #<PAGE>


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