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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 6, 1998 (JUNE 28, 1998)
THE BIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-21661 58-2253133
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
100 GALLERIA PARKWAY
SUITE 1750
ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (770) 644-7000
.....................................N/A.......................................
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
The Bibb Company, a Delaware corporation ("Bibb"), and Dan River Inc., a
Georgia corporation ("Dan River"), have entered into an agreement and plan of
merger dated as of June 28, 1998 pursuant to which Bibb will be merged with and
into Dan River. As a result of the merger, the stockholders of Bibb will be
entitled to elect to receive $16.50 in cash, .84615 shares of Dan River Class A
common stock, or a combination thereof, subject to proration. The merger is
subject to regulatory approval, the approval of the stockholders of Bibb and Dan
River and certain other closing conditions.
ITEM 7. FINANCIAL STATEMENTS
(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Exhibit
Number Exhibit
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99.1 Press release, dated June 29, 1998.
2
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SIGNATURE
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, hereunto duly authorized.
THE BIBB COMPANY
By: /s/ CHARLES R. TUTTEROW
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Charles R.Tutterow
Vice President, Chief Financial Officer
and Secretary
Date: July 6, 1998
3
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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99.1 Press release, dated June 29, 1998.
4
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Exhibit 99.1
NEWS RELEASE
================================================================================
The Bibb Company . 100 Galleria Parkway . Suite 1750 . Atlanta, Georgia
30339 . (770) 644-7000 . Fax (770) 644-7085
FOR IMMEDIATE RELEASE CONTACT: Chuck Tutterow
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Vice President and Chief
Financial Officer
770-644-7050
THE BIBB COMPANY ANNOUNCES MERGER AGREEMENT
WITH DAN RIVER INC.
ATLANTA (June 29, 1998) -- The Bibb Company (AMEX:BIB) and Dan River Inc.
(NYSE:DRF) today announced that they entered into a merger agreement under which
Dan River will acquire Bibb for a combination of cash and Dan River stock in a
tax-free transaction valued in excess of $250 million, including assumed debt.
Each Bibb shareholder will be entitled to elect whether to receive $16.50 in
cash, .84615 shares of Dan River Class A common stock, or a combination thereof,
for each Bibb share they hold, subject to proration. The combined companies
will have total sales of approximately $750 million of which home fashions sales
will be approximately $500 million, making Dan River one of the largest vertical
manufacturers and marketers of bed products in the U.S.
The transaction is expected to be accretive to earnings per share in 1999 and
will be accounted for as a purchase. Dan River expects to issue approximately
4.3 million Class A shares and to fund the cash portion of the acquisition from
the combination of a new debt offering and new bank financing.
Michael L. Fulbright, chairman, chief executive officer and president of The
Bibb Company, said, "Not only does the transaction deliver very attractive value
to our shareholders in the near term, but the strategic implications of this
merger bring the opportunity for continuous enhancement to shareholder value
with the creation of an enterprise that will benefit customers, employees and
suppliers. We are quite proud of the accomplishments of our Bibb associates
which allow us to bring together these two outstanding companies."
Joseph L. Lanier, Jr., chairman and chief executive officer of Dan River, said,
"The acquisition of Bibb permits us to continue expanding our home fashions
business and allows us to further diversify our operations with the addition of
Bibb's Engineered Products Division. It enhances our already strong position in
the fashion bedding market while bringing to Dan River three important business
segments that are new to us: the juvenile, health care and hospitality markets.
We intend to continue to lower our cost structure through our ongoing
modernization programs and by rationalizing the administrative functions and
aligning the manufacturing operations of the two companies. We are excited by
the opportunity to create a stronger, more competitive home fashions company and
the benefits it will bring to our shareholders, associates and customers."
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BIBB Announces Merger Agreement
with Dan River Inc.
Page 2
June 29, 1998
The companies will prepare and mail to their shareholders a proxy statement
including more detailed information on the transaction and will seek approval of
the transaction at special shareholders' meetings. In addition to shareholder
approval, the transaction is subject to regulatory conditions and is expected to
be completed by September 1998.
Dan River Inc. is a leading manufacturer and marketer of textile products for
the home fashions and apparel fabrics markets. The company designs,
manufacturers and markets a coordinated line of value-added home fashions
products consisting of packaged bedroom furnishings such as comforters, sheets,
pillowcases, shams, bed skirts, decorative pillows and draperies. These home
fashions products are sold under the Dan River trade name as well as Alexander
Julian, D. Porthault, John Wilman and Nautica licenses. Dan River also
manufacturers and markets a broad range of high quality woven and cotton blend
fabrics for apparel and is the leading supplier of men's dress shirting fabrics
in North America. Dan River operates manufacturing facilities in Virginia,
North Carolina and Tennessee.
Bibb is a manufacturer and marketer of consumer products for the home,
principally sheets, bedding and bath accessories; textile products for the
hospitality and healthcare industries; and specialty engineered textile products
used in making high-pressure hoses and other industrial products. Bibb operates
manufacturing facilities in Georgia, South Carolina and Virginia.
Statements herein regarding anticipated performance in future periods constitute
forward-looking statements under applicable securities laws. The Company's
future performance could be materially and adversely affected by, among other
things, decreases in demand for the Company's products; the failure to remain
competitive with respect to factors such as price, product styling and customer
service; fluctuations in the price and availability of cotton; the deterioration
of relationships with material customers; failure to obtain the benefits of the
merger; and adverse changes in general market and industry conditions.
Management believes these forward-looking statements are reasonable; however,
undue reliance should not be placed on such statements, which are based on
current expectations.
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