===========================================================================
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):
June 1, 1996
COLLINS & AIKMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10218 13-3489233
- --------------- ----------------------- -------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
701 McCullough Drive
Charlotte, North Carolina 28262
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(704) 547-8500
===========================================================================
<PAGE>
Item 5. Other Events
On June 1, 1996, First Union National Bank of North
Carolina, a North Carolina corporation ("First Union"), executed
a Statement of Eligibility and Qualification on Form T-1 of
Trustee in connection with being designated to act as the trustee
under an indenture for a proposed offering of $400 million of
debt securities of Collins & Aikman Products Co., a wholly owned
subsidiary of Collins & Aikman Corporation.
For further information see First Union's Statement of
Eligibility and Qualification on Form T-1 of Trustee, which is
hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) The exhibits furnished in connection with this
report are as follows:
25 - Statement of Eligibility and Qualification on Form
T-1 of Trustee.
<PAGE>
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 thereunto duly
authorized.
COLLINS & AIKMAN CORPORATION
(Registrant)
Dated: June 4, 1996 By /s/ J. Michael Stepp
-------------------------------
J. Michael Stepp
Executive Vice President
& Chief Financial Officer
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Exact name of trustee as specified in its charter)
United States National Bank 56-0900030
(State of incorporation if (I.R.S. employer
not a national bank) identification no.)
Two First Union Center
Charlotte, North Carolina 28288
(Address of principal (Zip Code)
executive offices) (704) 374-2670
(same as above)
-----------------------------------------------------------------
(Name, address and telephone number, including
area code, of trustee's agent for service)
COLLINS & AIKMAN PRODUCTS CO.
(Exact name of obligor as specified in its charter)
<PAGE>
Delaware
(State or other jurisdiction of incorporation or organization)
13-0588710
(I.R.S. employer identification no.)
701 McCullough Drive
Charlotte, North Carolina 28262
(704) 547-8500
(Address, including zip code, of principal executive offices)
and its Guarantor Parent
COLLINS & AIKMAN CORPORATION
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-3489233
(I.R.S. employer identification no.)
701 McCullough Drive
Charlotte, North Carolina 28262
(704) 547-8500
(Address, including zip code, of principal executive offices)
-------------------
% Senior Subordinated Notes Due 2006
(Title of the indenture securities)
<PAGE>
1. General information. Furnish the following information as
to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject
- -----------------------------------------------------------------
Name Address
- -----------------------------------------------------------------
Board of Governors of the Federal Washington, D.C.
Reserve System
Comptroller of the Currency Washington, D.C.
Securities and Exchange Commission
Division of Market Regulation Washington, D.C.
Federal Deposit Insurance Corporation 550 17th Street, N.W.
Washington, D.C. 20549
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
2. Affiliations with obligor and underwriters. If the obligor
or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
None.
(See Notes 1 and 2 on Page 10.)
3. Voting securities of the trustee. Furnish the following
information as to each class of voting securities of the
trustee:
As of April 30, 1996
<PAGE>
- -----------------------------------------------------------------
Col. A Col. B
- -----------------------------------------------------------------
Title of class Amount outstanding
- -----------------------------------------------------------------
Common Stock, par value $3.33 1/3 282,475,526
yshares
4. Trusteeships under other indentures. If the trustee is a
trustee under another indenture under which any other
securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding,
furnish the following information:
(a) Title of the securities outstanding under each such
other indenture.
None.
(See Notes 1 and 2 on Page 10).
(b) A brief statement of the facts relied upon as a basis
for the claim that no conflicting interest within the
meaning of Section 310(b)(1) of the Trust Indenture Act
of 1939, as amended, arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank
as compared with the securities issued under such other
indenture.
Not applicable.
5. Interlocking directorates and similar relationships with the
obligor or underwriters. If the trustee or any of the
directors or executive officers of the trustee is a
director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the
obligor, identify each such person having any such
connection and state the nature of each such connection:
Not applicable.
(See Note 2 on Page 10).
6. Voting securities of the trustee owned by the obligor or its
officials. Furnish the following information as to the
voting securities of the trustee owned beneficially by the
<PAGE>
obligor and each director, partner and executive officer of
the obligor:
As of December 31, 1995
- ------------------------------------------------------------------
Col. A Col. B Col. C Col. D
- ------------------------------------------------------------------
Name of Owner Title of Class Amount owned Percentage of
beneficially voting securi-
ties
represented
by amount given
in Col. C
- -------------------------------------------------------------------
The amount of voting securities of First Union Corporation, the
parent of the trustee, owned beneficially by the obligor and its
directors and executive officers, taken as a group, does not
exceed 1 percent of the outstanding voting securities of First
Union Corporation.
(See Notes 1 and 2 on Page 10.)
7. Voting securities of the trustee owned by underwriters or
their officials. Furnish the following information as to
the voting securities of the trustee owned beneficially by
each underwriter for the obligor and each director, partner,
and executive officer of each such underwriter:
As of December 31, 1995
- ------------------------------------------------------------------
Col. A Col. B Col. C Col. D
- ------------------------------------------------------------------
Name of Owner Title of Class Amount owned Percentage of
beneficially voting securi-
ties
represented
by amount given
in Col. C
- ------------------------------------------------------------------
The amount of voting securities of First Union Corporation, the
parent of the trustee, owned beneficially by any underwriter for the
obligor and its directors, partners, and executive officers, taken as
a group, does not exceed 1 percent of the outstanding voting
securities of First Union Corporation.
<PAGE>
(See Note 2 on Page 10.)
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the
obligor owned beneficially or held as collateral security
for obligations in default by the trustee:
As of December 31, 1995
- -------------------------------------------------------------------
Col. A Col. B Col. C Col. D
- -------------------------------------------------------------------
Title of class Whether the Amount owned Percent of
securities are beneficially or class rep-
voting or non- held as col- resented by
voting secur- lateral sec- amount given
ities urity for in Col. C
obligations
in default
- -----------------------------------------------------------------
The trustee does not own beneficially or hold as collateral
security for obligations in default any securities of any class of the
obligor in excess of 1 percent of the outstanding securities of such
class.
(See Note 2 on Page 10).
9. Securities of underwriters owned or held by the trustee. If
the trustee owns beneficially or holds as collateral
security for obligations in default any securities of an
underwriter for the obligor, furnish the following
information as to each class of securities of such
underwriter any of which are so owned or held by the
trustee:
As of December 31, 1995
- -----------------------------------------------------------------
Col. A Col. B Col. C Col. D
- -----------------------------------------------------------------
Name of issuer Amount Amount owned Percent of
and title of outstanding beneficially class rep-
class held as col- resented by
lateral sec- amount given
urity for in Col. C.
obligations resented by
in default by amount given
trustee in Col. C
- -----------------------------------------------------------------
<PAGE>
The trustee does not own beneficially or hold as collateral
security for obligations in default any securities of any class of an
underwriter for the obligor in excess of 1 percent of the outstanding
securities of such class.
(See Note 2 on Page 10.)
10. Ownership or holdings by the trustee of voting securities of
certain affiliates or security holders of the obligor. If
the trustee owns beneficially or holds as collateral
security for obligations in default voting securities of a
person who, to the knowledge of the trustee (1) owns 10
percent or more of the voting securities of the obligor or
(2) is an affiliate, other than a subsidiary, of the
obligor, furnish the following information as to the voting
securities of such person:
As of December 31, 1995
- -----------------------------------------------------------------
Col. A Col. B Col. C Col. D
- ----------------------------------------------------------------
Name of issuer Amount Amount owned Percent of
and title of class outstanding beneficially class
or held as represented
collateral in Col. C
security for
obligations
in default by
trustee
- -----------------------------------------------------------------
The trustee does not own beneficially or hold as collateral
security for obligations in default any voting securities of any class
of a person who, to the knowledge of the trustee (1) owns 10 percent
or more of the voting securities of the obligor or (2) is an
affiliate, other than a subsidiary, of the obligor, in excess of 1
percent of the outstanding voting securities of such class.
(See Notes 1 and 2 on Page 10.)
11. Ownership or holdings by the trustee of any securities of a
person owning 50 percent or more of the voting securities of
the obligor. If the trustee owns beneficially or holds as
collateral security for obligations in default any
securities of a person who, to the knowledge of the trustee,
owns 50 percent or more of the voting securities of the
obligor, furnish the following information as to each class
of securities of such person any of which are so owned or
held by the trustee.
<PAGE>
As of December 31, 1995
- -----------------------------------------------------------------
Col. A Col. B Col. C Col. D
- -----------------------------------------------------------------
Name of issuer Amount Amount owned Percent of
and title of class outstanding beneficially class rep-
or held as resented by
collateral amount given in
security for Col. C
obligations
in default by
trustee
- -----------------------------------------------------------------
The trustee does not own beneficially or hold as collateral
security for obligations in default any securities of any class of a
person who, to the knowledge of the trustee, owns 50 percent or more
of the voting securities of the obligor, in excess of 1 percent of the
outstanding securities of such class.
12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is
indebted to the trustee, furnish the following information:
Not applicable.
13. Defaults by the Obligor.
(a) State whether there is or has been a default with
respect to the securities under this Indenture. Explain
the nature of any such default.
None.
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of
the obligor are outstanding, or is trustee for more
than one outstanding series of securities under the
indenture, state whether there has been a default under
any such indenture or series, identify the indenture or
series affected, and explain the nature of any such
default.
Not applicable.
<PAGE>
14. Affiliations with the Underwriters. If any underwriter is
an affiliate of the trustee, describe each such
affiliation.
No underwriter is an affiliate of the trustee.
15. Foreign Trustee. Identify the order or rule pursuant to
which the foreign trustee is authorized to act as sole
trustee under indentures qualified or to be qualified under
the Act.
Not applicable.
16. List of Exhibits.
All exhibits identified below are filed as a part of this
statement of eligibility.
1. Articles of Association of First Union National Bank of
North Carolina as now in effect, incorporated to
Exhibit (1) filed with form T-1 Statement included in
Registration Statement No. 33-45946.
2. Certificate of authority of the trustee to commence
business, incorporated to Exhibit (1) filed with form
T-1 Statement included in Registration Statement No.
33-45946.
3. A copy of the authorization of the trustee to exercise
corporate trust powers, if such authorization is not
contained in the documents specified in exhibits (1) or
(2) above.
4. Existing By-laws of the trustee, or instruments
corresponding thereto, incorporated to Exhibit (1) filed
with form T-1 Statement included in Registration
Statement No. 33-45946.
5. Not applicable.
6. The consent of the trustee required by Section 321(b)
of the Act. (See page 10 of this form.)
7. A copy of the latest report of condition of the trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
<PAGE>
NOTE
Note 1: Since the trustee is a member of First Union Corporation,
a bank holding company, all of the voting securities of the trustee
are held by First Union Corporation. The securities of First Union
Corporation are described in Item 3.
Note 2: Inasmuch as this Form T-1 is filed before ascertainment by the
trustee of all facts on which to base responsive answers to Items 2,
4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, the answer to such Items are
based on incomplete information. Such Items are, however, to be
considered correct unless amended by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939
the trustee, First Union National Bank of North Carolina, a national
banking organization, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Charlotte, and State of
North Carolina, on the 1st day of June, 1996.
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
(trustee)
By: /s/ Karen E. Atkinson
-------------------------------
Name: Karen E. Atkinson
-----------------------------
Title: Assistant Vice President
----------------------------
<PAGE>
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939 in connection with the proposed issuance by
Collins & Aikman Products Co. of its ____% Senior Subordinated Notes
Due 2006, we hereby consent that reports of examinations by Federal,
State, Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request
therefor.
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: /s/ Karen E. Atkinson
-------------------------------
Name: Karen E. Atkinson
-----------------------------
Title: Assistant Vice President
----------------------------
Dated: June 1, 1996
