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UNITED STATES
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): January 12, 2001
COLLINS & AIKMAN CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-10218 13-3489233
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(Commission File Number) (IRS Employer Identification No.)
5755 New King Court, Troy, Michigan 48098
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(Address of principal executive offices) (Zip code)
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(Registrant's telephone number, including area code): (248) 824-2500
NA
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(Former name or former address, if changed since last report)
Page 1 of 127
Exhibit Index at Page 5
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ITEM 5.
OTHER EVENTS
The descriptions of the agreements that follow are qualified in their
entirety by the full texts of the agreements included in this Form 8-K as
exhibits (or as annexes to such exhibits). You are encouraged to read the
agreements in their entirety.
On January 12, 2001, we entered into a Share Purchase Agreement with
Heartland Industrial Partners, L.P. ("Heartland"), pursuant to which Heartland
agreed to purchase 8,600,000 shares of our common stock for $43,000,000, or
$5.00 per share, as well as shares of our preferred stock (which will be
automatically converted into 16,400,000 shares of our common stock upon
stockholder approval of the issuance of the common shares upon conversion), for
$82,000,000, or $5.00 per share of underlying common stock. Aggregate proceeds
to us from the sale of such stock will be $125 million, before fees and
expenses. In addition, we will receive a contingent right to participate in
Heartland's profits on the shares it is purchasing, up to a maximum of 25(cent)
per share, subject to adjustment. Our principal stockholders have also entered
into an agreement to sell 27,000,000 shares of our common stock to Heartland.
Our sale of stock to Heartland is subject to several conditions, including
Heartland's purchase of the 27,000,000 shares from our principal stockholders
and our obtaining certain lender and bondholders consents.
ITEM 7.
EXHIBITS
EXHIBIT NO. EXHIBIT
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10.1 Share Purchase Agreement, dated as of January
12, 2001, by and between Collins & Aikman
Corporation and Heartland Industrial Partners,
L.P., together with the following Annexes:
Annex A - Terms of Nonvoting Convertible
Preferred Stock
Annex B - Form of Profit Participation
Agreement
Annex C - Form of Charter Amendment
Annex D - Form of Registration Rights
Agreement
Annex E - Form of New Master Stockholder
Agreement
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Annex F - Form of Stock Purchase
Agreement by and among
Heartland Industrial Partners. L.P.,
Blackstone Capital Company, II,
L.L.C., Blackstone Capital
Partners, L.P., Blackstone
Advisory Directors Partnership,
L.P., Blackstone Family
Investments Partnership I L.P., and
Wasserstein/C&A Holdings L.L.C.
The matters discussed in this Form 8-K are forward-looking statements
that involve significant risks and uncertainties and actual results and
developments could differ materially from the Company's current expectations.
In compliance with the Private Securities Litigation Reform Act of 1995, the
Company urges careful consideration of the risks detailed in this Form 8-K and
in the Company's other filings with the Securities and Exchange Commission.
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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 thereunto duly authorized.
Date: January 16, 2001 COLLINS & AIKMAN CORPORATION
(Registrant)
By: /s/ Ronald T. Lindsay
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Ronald T. Lindsay
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
10.1 Share Purchase Agreement, dated as of January 12, 2001, by and
between Collins & Aikman Corporation and Heartland Industrial
Partners, L.P., together with the following Annexes:
Annex A - Terms of Nonvoting Convertible Preferred
Stock
Annex B - Form of Profit Participation Agreement
Annex C - Form of Charter Amendment
Annex D - Form of Registration Rights Agreement
Annex E - Form of New Master Shareholder Agreement
Annex F - Form of Stock Purchase Agreement by and
among Heartland Industrial Partners,
L.P., Blackstone Capital Company, II,
L.L.C., Blackstone Capital Partners,
L.P., Blackstone Advisory Directors
Partnership, L.P., Blackstone Family
Investments Partnership I L.P., and
Wasserstein/C&A Holdings L.L.C.
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