SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JPS TEXTILE GROUP, INC.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 57-0868166
- - ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
555 N. Pleasantburg Drive 29607
Suite 202 ----------
Greenville, South Carolina (Zip Code)
----------------------------------------
(Address of principal executive offices)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box.[X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
----------------------------------
(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value per share
--------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL
On August 1, 1997 (the "Petition Date"), JPS Textile Group, Inc. ("JPS")
commenced a voluntary reorganization case (Case No. 97-45133) under chapter 11
of title 11, United States Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"),
and filed with the Bankruptcy Court a joint plan of reorganization for JPS (as
further amended or modified, the "Plan of Reorganization")
proposed by JPS and JPS Capital Corp. ("JPS Capital"), a wholly-owned non-debtor
subsidiary of JPS. None of JPS's subsidiaries, including JPS Capital, has
commenced a case under the Bankruptcy Code. From the Petition Date and through
October 9, 1997, the effective date of the Plan of Reorganization (the
"Effective Date"), JPS continued to operate its business and manage its
properties as a debtor in possession pursuant to Sections 1107(a) and 1108 of
the Bankruptcy Code.
Pursuant to the Plan of Reorganization, on the Effective Date JPS, among
other things, filed with the Delaware Secretary of State a Restated Certificate
of Incorporation substantially in the form of Exhibit B to the Plan of
Reorganization (the "Certificate of Incorporation"), under which the authorized
capital stock of JPS as of the Effective Date consists of 25,000,000 shares
divided into the following two classes: (1) 22,000,000 shares of Common Stock,
$.01 par value per share ("Common Stock"); and (2) 3,000,000 shares of Preferred
Stock, $.01 par value per share (the "Preferred Stock"). This registration
statement on Form 8-A pertains only to the Common Stock. Pursuant to the Plan of
Reorganization, on the Effective Date, JPS issued (a) to holders of JPS's then
outstanding debt securities (among other things) an aggregate of 9,925,000
shares of Common Stock, and (b) to certain of JPS's senior executives,
approximately 75,000 shares of Common Stock(1). No Preferred Stock was issued on
the Effective Date.
- - ----------------
1. The Plan of Reorganization also provided for distributions on the Effective
Date to holders of JPS's 10.85% Notes and 10.25% Notes (each as defined in the
Plan of Reorganization) of $14 million in cash and $34 million in aggregate
principal amount (subject to adjustment on the maturity date) of Contingent
Payment Notes issued by JPS Capital on the Effective Date. On the
Effective Date, JPS's Old Senior Preferred Stock, Old Junior Preferred Stock
(continued...)
2
<PAGE>
COMMON STOCK
The Amended and Restated By-laws of JPS, substantially in the form of
Exhibit A to the Plan of Reorganization, which were adopted by JPS on the
Effective Date (the "By-Laws"), provide that the holders of shares of Common
Stock are entitled to one vote, in person or by proxy, for each share on all
matters submitted to a vote of JPS's stockholders. Except as the General
Corporation Law of the State of Delaware (the "General Corporation Law") or the
Certificate of Incorporation may otherwise provide, the holders of a majority in
voting power of the issued and outstanding shares of capital stock of JPS
entitled to vote shall constitute a quorum at a meeting of stockholders for the
transaction of any business. Under the By-laws, the stockholders present may
adjourn the meeting despite the absence of a quorum. When a quorum is once
present to organize a meeting, it is not broken by the subsequent withdrawal of
any stockholder. The By-laws provide that directors of JPS are elected by a
plurality of the votes of the shares entitled to vote in the election of
directors. There is no provision in the Certificate of Incorporation for
cumulative voting with respect to the election of directors of JPS. The initial
board of directors of JPS consists of the seven persons identified in the Plan
of Reorganization, which persons shall serve as directors until the first annual
meeting of stockholders of JPS thereafter and until their successors have been
duly elected and qualified or until their earlier resignation or removal in
accordance with the By-laws. Under the By-laws, any action required or permitted
to be taken by the stockholders of JPS may be effected at a duly called annual
or special meeting of such stockholders, or may be effected, except as otherwise
required by the General Corporation Law or the Certificate of Incorporation, by
a consent in writing by such stockholders, setting forth the action so taken.
The By-laws provide that except as otherwise provided by the General Corporation
Law, special meetings of stockholders of JPS may be called only by the Board of
Directors or by stockholders holding together at least 25% in voting power of
all the shares of JPS entitled to vote at the meeting. Under the By-laws,
subject to the provisions of the General Corporation Law and the Certificate of
Incorporation, dividends on the shares of capital stock of JPS may be declared
by the Board of Directors at any regular or special meeting, and may be paid in
cash, in property or in shares of stock of JPS, unless otherwise provided by the
General Corporation Law or the Certificate of Incorporation. The shares of
Common Stock
- - -------------------
1. (...continued)
and Old Common Stock (each as defined in the Plan of Reorganization) were
cancelled. In addition, warrants to purchase up to 5% of the Common Stock were
issued by JPS to holders of Old Senior Preferred Stock.
3
<PAGE>
have no preemptive or conversion rights, redemption rights or sinking fund
provisions and are not subject to calls, assessments or rights of redemption
by JPS.
The Plan of Reorganization requires that JPS use its best efforts to
cause the Common Stock to be listed on a national securities exchange or the
Nasdaq National Market System. JPS has made application for inclusion of the
Common Stock on the Nasdaq National Market System.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER Description
- - ------ -----------
1.1 Form of Common Stock Certificate (filed herewith).
1.2 Form of the Restated Certificate of Incorporation of JPS, to be
filed with the Secretary of State of the State of Delaware and to
become effective as of the Effective Date (incorporated herein by
reference to Exhibit 2.1 of JPS's Current Report on Form 8-K filed
on July 2, 1997 (File No. 33-27038)).
1.3 Form of the Amended and Restated By-laws of JPS to become effective
as of the Effective Date (incorporated herein by reference to
Exhibit 2.1 of JPS's Current Report on Form 8-K filed on July 2,
1997 (File No. 33-27038)).
1.4 Joint Plan of Reorganization of JPS Textile Group, Inc. and JPS
Capital Corp. Under Chapter 11 of the Bankruptcy Code dated August
1, 1997 (the "Joint Plan") (incorporated herein by reference to
Exhibit A to Exhibit 2.1 of JPS's Current Report on Form 8-K filed
on July 2, 1997 (Case No. 97-45133)).
1.5 Technical and Conforming Amendment to the Joint Plan dated September
4, 1997 (filed herewith).
4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
on Form 8- A to be signed on its behalf by the undersigned, thereto duly
authorized.
JPS TEXTILE GROUP, INC.
By: /s/ David H. Taylor
------------------------------------
Name: David H. Taylor
Title: Executive Vice President -
Finance and Secretary
Date: December 10, 1997
5
Number Shares
- - ------------ ------------
- - ------------ ------------
JPS TEXTILE GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP __________
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES that
- - --------------------------------------------------------------------------------
is the owner of
- - --------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
$.01 PER SHARE OF
=============== JPS TEXTILE GROUP, INC. ===============
transferable in person or by attorney on the surrender of this certificate
properly endorsed. This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
- - ------------------------------ ------------------------------
SECRETARY PRESIDENT
<PAGE>
JPS TEXTILE GROUP, INC.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________Custodian__________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants, with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED ______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- - ----------------------------------------
- - ----------------------------------------
- - --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - ------------------------------------------------------------------------- Shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
- - ----------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated ________________________
----------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the Certificate in every particular, without
alteration or enlargement, of any change whatever.
EXHIBIT 1.5
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- - -------------------------------------------x
In re
: Chapter 11 Case No.
JPS TEXTILE GROUP, INC., 97-45133 (CB)
:
Debtor.
:
555 N. Pleasantburg Drive, Suite 202 Tax ID No.
Greenville, SC 29607 : 57-0868166
- - -------------------------------------------x
TECHNICAL AND CONFORMING AMENDMENT TO
JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP.
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
JPS Textile Group, Inc., as debtor and debtor in possession ("JPS")
and its wholly owned nondebtor subsidiary, JPS Capital Corp. hereby modify the
Joint Plan of Reorganization of JPS Textile Group, Inc. and JPS Capital Corp.
Under Chapter 11 of the Bankruptcy Code, dated August 1, 1997 (the "Plan") as
follows:
A. Section III.F of the Plan ("Allowance of Claims in Classes 4 and
5") is hereby amended by replacing the first two sentences with the following:
The aggregate claims in class 4 shall be deemed allowed in the
amount of $221,672,370.63, consisting of an aggregate allowed claim
of $91,959,281.90 in respect of the 10.25% Notes and an aggregate
allowed claim of $129,713,088.73 in respect of the 10.85% Notes. The
aggregate claims in class 5 shall be deemed allowed in the amount of
$58,794,642.56.
B. Section IV.Q of the Plan ("Listing of New Common Stock;
Registration of Securities") is hereby amended by inserting the phrase "or other
appropriate form" into clause (iii) thereof, immediately after the words "Form
10".
Except for those sections of the Plan specifically amended as set
forth herein, the Plan remains unchanged.
<PAGE>
Dated: New York, New York
September 4, 1997
Respectfully submitted,
JPS TEXTILE GROUP, INC.,
Debtor and Debtor in Possession
By: /s/ Jerry E. Hunter
---------------------------------------------
Name: Jerry E. Hunter
Title: President and Chief Executive Officer
JPS CAPITAL CORP.
By: /s/ Jerry E. Hunter
---------------------------------------------
Name: Jerry E. Hunter
Title: President
/s/ Michael F. Walsh
- - ---------------------------
Michael F. Walsh
MW 8000
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
