FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COLLINS & AIKMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3489233
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 McCullough Drive, Charlotte, North Carolina 28262
(Address of Principal Executive Offices) (Zip Code)
Collins & Aikman Corporation 1994 Directors Stock Option Plan
(Full Title of the plan)
Elizabeth R. Philipp, Executive Vice President, Secretary and General Counsel;
210 Madison Avenue, Sixth Floor, New York,
New York 10016
(Name and Address of Agent for Service)
(212) 578-1336
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share. 600,000 $8.75 $5,250,000 $1,810.34
</TABLE>
Notes:
(1) Based upon the maximum number of shares of Common Stock, par value $.01 per
share (the "Common Stock"), that will be subject to issuance upon the
exercise of options granted or to be granted pursuant to the Collins &
Aikman Corporation 1994 Directors Stock Option Plan (the "Plan") described
herein. The shares being registered also include an indeterminate number
of additional shares of Common Stock that may become issuable pursuant to
antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee and
based, pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, upon the average of the high and low sales prices for the Common
Stock reported in the New York Stock Exchange consolidated reporting system
for July 7, 1995.
<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in this Part I will be
sent or given to Plan participants as specified by Rule 428 of the Securities
Act of 1933.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents By Reference.
Collins & Aikman Corporation (the "Corporation") hereby incorporates by
reference the following documents into this registration statement (documents
filed prior to July 6, 1994 were filed with the Securities and Exchange
Commission under the Corporation's former name, Collins & Aikman Holdings
Corporation):
(a) Collins & Aikman Corporation's Annual Report on Form 10-K for the
fiscal year ended January 28, 1995.
(b) Collins & Aikman Corporation's Quarterly Report on Form
10-Q for the fiscal quarter ended April 29, 1995.
(c) No other reports have been filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal quarter covered
by the Quarterly Report referred to in Item 3(b) above.
(d) The description of the Common Stock contained in the Registration
Statement on Form 8-A of Collins & Aikman Holdings Corporation dated June 20,
1994 (including the information set forth in the Preliminary Prospectus dated
June 2, 1994 (subject to completion) forming a part of Amendment No. 2 to the
Registration Statement on Form S-2, Registration No. 33-53179, filed on June 3,
1994, by the Corporation under the captions "PROSPECTUS SUMMARY" and
"DESCRIPTION OF THE CAPITAL STOCK" and on the outside front cover page of such
Prospectus, which information is incorporated into the Form 8-A by reference).
The Corporation further states that all documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date
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of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Reference is made to the provisions of Article Eighth of the Restated
Certificate of Incorporation of the Corporation (the "Certificate"), of Article
VIII of the Bylaws of the Corporation (the "Bylaws") and of Section 145 of the
Delaware General Corporation Law ("DGCL"), which contain provisions relating to
indemnification of officers, directors, employees and agents of the Corporation.
Article Eighth of the Certificate provides as follows:
EIGHTH: To the fullest extent that the General Corporation Law
of the State of Delaware as it exists on the date hereof or as it may
hereafter be amended permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. No amendment to or repeal of this
Article EIGHTH shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
Article VIII of the Bylaws provides as follows:
Indemnification of Directors and Officers
SECTION 1. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of
the fact that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide
prior to such amendment), against all expense,
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liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section 3 of this ARTICLE VIII
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with
a proceeding (or part thereof) initiated by such indemnitee only if
such proceeding (or part thereof) was authorized by the Board of Directors
of the Corporation.
SECTION 2. Right to Advancement of Expenses. The right to
indemnification conferred in Section 1 of this ARTICLE VIII shall include
the right to be paid by the Corporation the expenses (including attorneys'
fees) incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section 2 or
otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections 1 and 2 of this ARTICLE VIII shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
SECTION 3. Right of Indemnitee to Bring Suit. If a claim under
Section 1 or 2 of this ARTICLE VIII is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part
in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce
a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of
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expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither
the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this ARTICLE VIII or otherwise shall be on
the Corporation.
SECTION 4. Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this ARTICLE VIII shall not
be exclusive of any other right which any person may have or hereafter
acquire under any statute, the Corporation's Certificate of Incorporation,
By-laws, agreement, vote of stockholders or disinterested directors or
otherwise.
SECTION 5. Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General
Corporation Law.
SECTION 6. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to the
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indemnification and advancement of expenses of directors and officers of
the Corporation.
Section 145 of the DGCL provides as follows:
(a) A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the
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Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the directors
who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders
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or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses
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provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses
or indemnification brought under this section or under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Court of Chancery may summarily determine a corporation's obligation to
advance expenses (including attorneys' fees).
The Corporation has insurance coverage under policies issued to the
Corporation for losses by any person who is or hereafter may be a director or
officer of the Corporation arising from claims against that person for any
wrongful act (subject to certain exceptions) in his capacity as a director or
officer of the Corporation or any of its subsidiaries. The policies also
provide for reimbursement to the Corporation for indemnification given by the
Corporation pursuant to common or statutory law or the Certificate or the By-
Laws to any such person arising from any such claims. The policies' present
coverage is limited to a maximum of $50 million for claims made in a single
year and there is a deductible of $1 million.
Item 8. Exhibits.
Exhibit No. Description
4.1 Restated Certificate of Incorporation of Collins & Aikman
Corporation is hereby incorporated by reference to Exhibit
4.1 to Collins & Aikman Corporation's Report on Form 10-Q
for the quarter ended July 30, 1994.
4.2 Bylaws of Collins & Aikman Corporation, as amended, are hereby
incorporated by reference to Exhibit 4.2 to Collins & Aikman
Corporation's Report on Form 10-Q for the quarter ended July 30, 1994.
4.3 Collins & Aikman Corporation 1994 Directors Stock Option Plan is
hereby incorporated by reference to Exhibit 10.15 to Collins & Aikman
Corporation's Annual Report on Form 10-K for the fiscal year ended
January 28, 1995.
5.1 Opinion of Corporate Counsel of Collins & Aikman Corporation
concerning legality.
23.1 Consent of Corporate Counsel (contained in Exhibit 5.1).
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23.2 Consent of Arthur Andersen LLP.
24. Power of Attorney (contained in the signature section of this
Registration Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on July 12,
1995.
(Registrant) Collins & Aikman Corporation
By: /s/ Thomas E. Hannah
Thomas E. Hannah
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Thomas E. Hannah as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments (including post-effective
amendments and amendments thereto) to this Registration Statement on Form S-8 of
Collins & Aikman Corporation, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
fully to all intents and purposes as he might or could do in person thereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
/s/ David A. Stockman Co-Chairman of the Board June 26, 1995
David A. Stockman of Directors
/s/ Randall J. Weisenburger Co-Chairman of the Board June 22, 1995
Randall J. Weisenburger of Directors
/s/ Thomas E. Hannah Chief Executive Officer July 12, 1995
Thomas E. Hannah and Director
(Principal Executive
Officer)
/s/ J. Michael Stepp Executive Vice President July 12, 1995
J. Michael Stepp and Chief Financial
Officer (Principal
Financial Officer)
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/s/Anthony Hardwick Vice President and July 12, 1995
Anthony Hardwick Controller
(Principal Accounting
Officer)
/s/ Robert C. Clark Director June 23, 1995
Robert C. Clark
/s/ George L. Majoros, Jr. Director June 22, 1995
George L. Majoros, Jr.
/s/ James J. Mossman Director June 22, 1995
James J. Mossman
/s/ Warren B. Rudman Director June 22, 1995
Warren B. Rudman
/s/ Stephen A. Schwarzman Director July 12, 1995
Stephen A. Schwarzman
/s/ W. Townsend Ziebold,Jr. Director June 27, 1995
W. Townsend Ziebold, Jr.
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Exhibit 5.1
COLLINS & AIKMAN CORPORATION
701 McCullough Drive
P. O. Box 32665
Charlotte, North Carolina 28232
July 12, 1995
Collins & Aikman Corporation
701 McCullough Drive
Charlotte, North Carolina 28262
SUBJECT: COLLINS & AIKMAN CORPORATION
1994 EMPLOYEE STOCK OPTION PLAN (THE "PLAN")
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by
Collins & Aikman Corporation, a Delaware corporation (the
"Corporation"), of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to 600,000 shares (the
"Shares") of the Common Stock, par value $0.01 per share (the
"Common Stock"), of the Corporation issuable under the Plan.
Capitalized terms used but not otherwise defined herein shall have
the meanings given them in the Plan.
I have examined the originals, or copies authenticated or
otherwise identified to my satisfaction, of all such corporate
records of the Corporation, agreements and other instruments, and
certificates of public officials and representatives of the
Corporation, and have made such other investigations, as I have
deemed necessary in connection with the opinions hereinafter
expressed. For purposes of this opinion, I have assumed that the
Compensation Committee of the Board of Directors of the
Corporation, which was appointed by the Board to act as the
"Committee" under the Plan (the "Committee"), has taken or will
take any action that may be necessary to authorize the grant of
Options under the Plan and the issuance of Shares pursuant thereto.
Based upon and subject to the foregoing, I am of the opinion
that the issuance of the Shares pursuant to the Plan has been duly
authorized and that, when the Shares are issued upon the exercise
by the holders thereof of Options granted or to be granted under
the Plan in accordance with the terms of any Option Agreement
approved by the Corporation, including the payment of the exercise
price for the Shares covered by such Options in the manner provided
in the Plan, and upon the due execution and delivery following such
exercise of certificates representing the Shares in due and proper
form, the Shares will be validly issued and outstanding, fully paid
and non-assessable.
I express no opinion as to matters governed by any laws other
than the laws of the State of Delaware.
I understand that you wish to file this opinion as an exhibit
to the Registration Statement, and I consent to such filing.
Very truly yours,
/s/John F. Grossbauer
John F. Grossbauer
Corporate Counsel
JFG:ss
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated March 23, 1995, except with respect to the matter
discussed in Note 23 to the consolidated financial statements, as
to which the date is March 31, 1995, included or incorporated by
reference in Collins & Aikman Corporation's Form 10-K for the
fiscal year ended January 28, 1995.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina
July 12, 1995
