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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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): September 21, 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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The registrant announced on September 21, 1998 that the merger agreement,
as amended, between the registrant and The Bibb Company originally dated June
28, 1998 has been amended to restructure the transaction so that it will no
longer qualify as a tax-free reorganization. As a result, Bibb's
stockholders will be deemed to have sold all of their Bibb shares in a
taxable transaction, regardless of whether they receive cash or the
registrant's stock for their Bibb shares. Other terms of the merger will
remain substantially the same.
The Registrant also announced that it expected to mail amended or
supplemental Joint Proxy Statements to stockholders during the week of
September 21st and to adjourn its shareholders' meeting, originally scheduled
to be held on September 28, until the week of October 11, 1998, and to close
the merger promptly after the completion of its and Bibb's stockholder
meetings.
The text of the press release is attached hereto as Exhibit 99.
On September 24, 1998, the Registrant and Bibb mailed a supplement to
the Joint Proxy Statement which states that they intend to adjorn the
stockholder meetings to reconvene on October 14, 1998, at 8:00 a.m. Atlanta
time.
Exhibits
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Exhibit No.
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99 Text of Press Release of Dan River Inc., dated September 21, 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: September 25, 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, 5
dated September 21, 1998
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Dan River Inc.
P.O. Box 261 NEWS RELEASE
Danville, Virginia 24543
For Immediate Release: September 21, 1998
Contact:
Scott D. Batson-Vice President-Finance
(804)799-4113
DAN RIVER INC. AND THE BIBB COMPANY AMEND THE TERMS OF THE MERGER
Dan River Inc. (NYSE:DRF) and The Bibb Co. (AMEX:BIB) jointly stated today
that they have amended the merger agreement that was announced on June 29,
1998 under which Dan River will acquire all of the outstanding common stock
of The Bibb Company for a combination of cash and Dan River common stock.
The original merger agreement required, as a condition precedent to closing,
that the parties receive an opinion of counsel that the transaction qualifies
as a tax-free reorganization. In order to receive such an opinion, the stock
portion of the consideration would have had to represent at least 40% of the
total consideration paid to Bibb stockholders. At the current trading price
of Dan River common stock, such an opinion would not be delivered.
Under the amended merger agreement, the transaction has been restructured so
that it will no longer qualify as a tax-free reorganization and the tax
opinion will not be required. As a result, Bibb's stockholders will be deemed
to have sold all of their Bibb shares in a taxable transaction, regardless of
whether they receive cash or Dan River stock for their Bibb shares. The
restructuring of the transaction will not result in additional tax liability
to Dan River or Bibb at the corporate level, however. Other terms of the
merger will remain substantially the same.
The parties expect to mail amended or supplemental joint proxy statements to
stockholders before the end of this week. Dan River and Bibb expect to
adjourn their stockholders' meetings, presently scheduled to be held on
September 28, until the week of October 11 and to close the transaction
promptly after the stockholder meetings.
Mr. Michael L. Fulbright, Chairman, CEO and President of The Bibb Company,
stated, "Notwithstanding current market conditions, we continue to believe
this merger is in the best interest of our shareholders, customers and
associates, and this amendment to the merger agreement removes a potential
obstacle to our efforts to complete this transaction in a timely fashion. We
continue to be very enthusiastic about this business combination."
Mr. Joseph L. Lanier, Jr., Chairman and CEO of Dan River Inc. stated, "As we
approach the expected date to consummate this merger, we remain excited about
the opportunity to create a stronger more competitive home fashions company
and the benefits it will bring to our shareholders, customers, and
associates."
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Note: This press release contains statements regarding the expectations
of Bibb and Dan River concerning future events and future performance of the
combined companies. These statements constitute forward-looking statements
under applicable securities laws. Dan River's performance after the
consummation of the merger could be materially and adversely affected by,
among other things, its inability to achieve cost savings or other
anticipated benefits from the Bibb acquisition as planned, decreases in
demand for Dan River'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, deterioration of
relationships with material customers, 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. For a more
detailed discussion of risks associated with Dan River's business, see Dan
River's Current Report on Form 8-K which was filed with the Securities and
Exchange Commission on July 20, 1998.
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