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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 28, 1998
DAN RIVER INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-13421
GEORGIA 58-1854637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2291 Memorial Drive 24541
Danville, Virginia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 799-7000
There are 6 pages in the sequentially numbered, manually signed original of
this report.
Exhibit Index is on page 4.
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Item 5. Other Events.
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Dan River Inc. ("Dan River") announced on June 29, 1998 that it had
executed a definitive merger agreement, dated as of June 28, 1998 (the
"Merger Agreement"), in which Dan River has agreed to acquire all of the
capital stock of The Bibb Company ("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 stockholder 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 transaction is subject to, among other things, the parties
securing necessary regulatory approvals and Dan River shareholder and Bibb
stockholder approvals. The transaction is expected to be completed by
September, 1998. The text of the press release is attached hereto as Exhibit
99.
Exhibits
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Exhibit No.
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99. Text of Press Release of Dan River Inc., dated June 29, 1998.
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SIGNATURES
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.
DAN RIVER INC. (Registrant)
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Date: July 6, 1998 /s/ Harry L. Goodrich
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Harry L. Goodrich
Vice President
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Exhibit No. Description of Exhibit Page No.
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99. Text of Press Release of Dan River Inc,
dated June 29, 1998
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Dan River Inc.
P.O. Box 261 NEWS RELEASE
Danville, Virginia 24543
For Immediate Release: June 29, 1998
Contact:
Scott D. Batson-Vice President-Finance
(804)799-4113
Dan River Inc. Announces Merger Agreement to Acquire The Bibb Company
Dan River Inc. (NYSE:DRF) and The Bibb Company (AMEX:BIB) announced today 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 United States.
The transaction is expected to be accretive to earnings per share in 1999 and
will be accounted for as a purchase. The company 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.
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."
Michael L. Fulbright, Chairman, CEO 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."
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.
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Dan River Inc. is a leading manufacturer and marketer of textile products for
the home fashions and apparel fabrics markets. The company designs,
manufactures 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
manufactures and markets a broad range of high quality woven cotton 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; textiles 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.
Note: 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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