UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 22, 1995
SOUTHEASTERN PUBLIC SERVICE COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-4351 13-5534018
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
2001 N.W. 107th Avenue
Miami, Florida 33172
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code:(305) 593-6565
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(Former name or former address, if
changed since last report)
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Item 5. Other Events.
On September 22, 1995, Triarc Companies, Inc. ("Triarc"), the parent
corporation of the Registrant, and Galey & Lord, Inc. ("Galey & Lord")
entered into a letter of intent to merge Graniteville Company
("Graniteville"), a 50% owned affiliate of the Registrant, into Galey &
Lord.
The letter of intent provides, among other things, that Galey & Lord
or a wholly-owned subsidiary of Galey & Lord will acquire Graniteville
(excluding C.H. Patrick & Co., Inc. and certain other non-textile real
estate assets) through a stock purchase, exchange, merger or other business
combination, the precise structure and terms of which will be mutually
agreed to by the parties, provided, however, that the acquisition shall be
structured in such a manner to qualify as a tax-free transaction under the
Internal Revenue Code of 1986, as amended.
The letter of intent contemplates the issuance of 34.5% of Galey &
Lord's outstanding shares, on a fully diluted basis, to Triarc.
The letter of intent is subject to the execution of a definitive
agreement, boards of directors' approval, other regulatory approvals, Galey
& Lord's shareholder approval and other customary closing conditions.
A copy of the letter of intent and press release with respect to the
transaction are being filed herewith as exhibits hereto and are
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
2.1 Letter of Intent dated September 22, 1995
99.1 Press release dated September 25, 1995
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.
SOUTHEASTERN PUBLIC SERVICE COMPANY
Date: October 5, 1995 By: JOHN L. COHLAN
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John L. Cohlan
Senior Vice President -
Corporate Finance
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Exhibit Index
Exhibit
No. Description Page No.
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2.1 Letter of Intent dated September 22, 1995
99.1 Press release dated September 25, 1995
<PAGE>
Exhibit 2.1
September 22, 1995
Triarc Companies, Inc.
900 Third Avenue
New York, NY 10022
Attention: Nelson Peltz, Chairman and Chief Executive Officer
Gentlemen:
This letter shall serve as a letter of intent between Galey &
Lord, Inc., a Delaware corporation ("the "Purchaser"), and Triarc
Companies, Inc., a Delaware corporation (the "Seller"), with respect to a
proposed acquisition (the "Acquisition") by the Purchaser of all of the
issued and outstanding capital stock of Graniteville Company, a Delaware
corporation and a wholly owned subsidiary of the Seller (the "Subsidiary").
1. Pursuant to a definitive agreement (the "Acquisition
Agreement") to be entered into among the Purchaser, the Seller, the
Subsidiary and possibly a wholly owned subsidiary of the Purchaser, the
Purchaser, either directly or indirectly through a subsidiary of the
Purchaser, will acquire all of the issued and outstanding shares of capital
stock of the Subsidiary (the "Subsidiary Shares") through a stock purchase
or exchange, merger or other business combination transaction, the precise
structure and terms of which will be mutually agreed to by the parties;
provided, however, that the Acquisition shall be structured in such a
manner to qualify as a tax free transaction under the Internal Revenue Code
of 1986, as amended.
2. In consideration of the sale and transfer to the Purchaser
of the Subsidiary Shares, the Purchaser will pay and the Seller will
receive on the closing date of the Acquisition (the "Closing Date") the
purchase price (the "Purchase Price"), payable in an amount of shares of
the Purchaser's Common Stock, $.01 par value per share (the "Common Stock")
equal to 34.5% of the issued and outstanding shares of the Common Stock of
the Purchaser on the Closing Date, on a fully diluted basis (counting as
outstanding for this purpose Common Stock issuable upon the exercise of all
outstanding options or upon the conversion or exchange of all outstanding
securities convertible or exchangeable for Common Stock) and after giving
effect to the Acquisition. In addition, on the Closing Date, the Purchaser
will assume indebtedness of the Subsidiary in the aggregate amount of
$174.4 million (including obligations of the Subsidiary under its factoring
agreement with CIT Group/Commercial Services, Inc.).
3. As soon as practicable after the execution of the
Acquisition Agreement and prior to the Closing Date, the shares of Common
Stock to be received by the Seller will be registered under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-4
(or other appropriate form) to be filed by the Purchaser with the
Securities and Exchange Commission, and the Purchaser will take any action
required to cause such shares of Common Stock to be approved for listing on
the New York Stock Exchange, subject to official notice of issuance
thereof.
4. [Intentionally left blank.]
5. On the Closing Date, the Purchaser and the Subsidiary will
enter into a long term supply agreement with C.H. Patrick & Co., Inc. for
no less than the current purchases of products that the Subsidiary
currently purchases from C.H. Patrick & Co., Inc. (so long as there is
continued demand for the use of such products) on terms mutually agreed
upon by the parties hereto.
6. On or before the Closing Date, the Seller and the Subsidiary
will assign and transfer to the Seller or an affiliate of the Seller, all
of the Subsidiary's right, title and interest in and to certain assets of
the Subsidiary not part of the Subsidiary's textile business which will be
identified on a schedule to the Acquisition Agreement and mutually agreed
to by the parties.
7. On the Closing Date, the Seller will enter into a voting
agreement (the "Voting Agreement") with the Purchaser and Citicorp Venture
Capital, Ltd. ("CVC"), pursuant to which (A) the Seller and its affiliates
will agree to vote an amount of its shares of Common Stock acquired
pursuant to the Acquisition Agreement equal to the greater of (a) the
number of shares of Common Stock held by CVC or its affiliates on the
Closing Date or (b) the number of shares of Common Stock that CVC or its
affiliates may hold at any time subsequent to the Closing Date, in any
manner as the Seller or its affiliates, in their sole discretion, may
desire, and the Seller and its affiliates will agree to vote all other
shares of Common Stock held by the Seller and its affiliates which were
acquired pursuant to the Acquisition Agreement in the same manner, and in
the same proportion, as all other shares of Common Stock voted by the
stockholders of the Purchaser (other than CVC or its affiliates) with
respect to any matter to be voted upon by the stockholders of the Purchaser
and (B) CVC and its affiliates will agree to vote an amount of their shares
of Common Stock equal to the greater of (a) the number of shares of Common
Stock held by the Seller or its affiliates on the Closing Date or (b) the
number of shares of Common Stock that the Seller or its affiliates may hold
at any time subsequent to the Closing Date, in any manner as CVC or its
affiliates, in their sole discretion, may desire, and CVC and its
affiliates will agree to vote all other shares of Common Stock held by them
in the same manner, and in the same proportion, as all other shares of
Common Stock voted by stockholders of the Purchaser (other than the Seller
or its affiliates) with respect to any matter to be voted on by
stockholders of the Purchaser. In addition, the Voting Agreement will
contain such other terms and provisions as may be mutually agreed upon by
the parties. The Voting Agreement will terminate on the earlier to occur
of (a) CVC or its affiliates on the one hand, or the Seller or its
affiliates on the other hand, owning less than 15% of the Common Stock on a
fully-diluted basis; or (b) on the fifth anniversary of the Closing Date.
The Seller shall be entitled to three seats on the Purchaser's Board of
Directors and will have appropriate representation on Board Committees.
8. On the Closing Date, the Seller and the Purchaser will enter
into a registration rights agreement on terms (no less favorable than that
with CVC) mutually agreed upon by the Parties.
9. As soon as practicable after the date hereof, the Purchaser
and the Seller will make all necessary filings required to be made under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in
connection with the consummation of the transactions contemplated hereby,
and the parties shall cooperate in making any such filings promptly.
10. Immediately after the date hereof, the parties shall
negotiate in good faith to enter into an Acquisition Agreement, drafted by
the Purchaser's counsel and the Purchaser will begin preparation of a proxy
statement/prospectus with respect to the Acquisition to be filed with the
Securities and Exchange Commission. The Acquisition Agreement shall
contain provisions in accord with the foregoing, together with
representations, warranties, covenants, indemnification provisions,
provisions concerning treatment of employees and closing conditions
customary to such an agreement and other terms and provisions as may be
mutually agreed to. The Purchaser agrees to hold a meeting of its
stockholders to be held as soon as practicable to approve matters relating
to the Acquisition.
11. The execution of the Acquisition Agreement shall be
conditioned upon, among other things, obtaining the approval of the Board
of Directors of the Purchaser, the Seller and the Subsidiary and the
consummation of the transactions contemplated by the Acquisition Agreement
shall be conditioned upon obtaining the requisite approval of the
stockholders of the Purchaser and other customary closing conditions.
12. During the Non-Negotiation Period as defined in Paragraph 15
below, the Purchaser shall conduct appropriate and normal legal, business
and financial due diligence investigations of the Subsidiary's business and
the Seller shall conduct appropriate and normal legal, business and
financial due diligence investigations of the Purchaser's business. The
Seller and the Subsidiary shall make available to representatives of the
Purchaser all of the Subsidiary's books, records and financial statements,
including, but not limited to, all corporate documents, financial
statements, regulatory filings, customer lists, marketing studies, product
information, material agreements and technology for examination and its key
employees for interview, and shall cooperate in providing information and
access to its facilities. Purchaser shall make available to
representatives of the Seller all of the Purchaser's books, records and
financial statements, including but not limited to all corporate documents,
financial statements, regulatory filings, customer lists, marketing
studies, product information, material agreements and technology for
examination and its key employees for interview, and shall cooperate in
providing information and access to its facilities.
13. Each of the Purchaser and the Seller agrees that the
Confidentiality Agreement dated April 25, 1995, between the Seller and the
Purchaser, and the Confidentiality Agreement dated May 31, 1995, between
the Purchaser and the Seller, shall each continue to remain in full force
and effect and the Purchaser and the Seller shall continue to be bound by
the terms thereof except where the terms of either of such agreements are
inconsistent with the terms hereof, in which case the terms hereof shall
control.
14. The Subsidiary will bear its own expenses (including filing
fees) and those of the Seller in connection with the completion of the
transactions contemplated herein. The Purchaser will bear its own costs
and expenses (including filing fees), in connection with the Acquisition.
15. In order to induce the Purchaser, on the one hand, and the
Seller and the Subsidiary on the other hand, to expend the out-of-pocket
expenses necessary for the investigations referred to in Paragraph 12
above, each of the Purchaser, on the one hand, and the Seller and the
Subsidiary on the other hand, agrees that for a 45 day period from the date
hereof, including any mutually agreed extensions of this 45 day period (the
"Non-Negotiation Period"), neither the Purchaser, on the one hand, and the
Seller and the Subsidiary on the other hand, nor their respective officers,
directors or employees nor any investment banker, attorney or accountant or
other representative retained by the Purchaser, on the one hand, and the
Seller and the Subsidiary on the other hand, shall (subject to fiduciary
duties of Boards of Directors) solicit, or encourage the solicitation of,
or enter into, negotiations of any type, directly or indirectly, or enter
into a letter of intent or purchase agreement, merger agreement or other
similar agreement with any person, firm or corporation other than the
Seller or Purchaser, as the case may be, with respect to a merger,
consolidation, business combination, sale of all or substantially all of
the capital stock or assets of the Subsidiary or the Purchaser, as the case
may be, liquidation or similar extraordinary transaction with respect to
the Subsidiary or the Purchaser, as the case may be.
16. The parties agree to hold the terms and conditions hereof,
as well as the existence of this letter, in strict confidence, and not to
make any disclosure with respect thereto, publicly or privately, other than
as is jointly agreed to by the parties or as required by applicable law or
stock exchange rules or regulations. If a public statement by the
Purchaser or the Seller is determined to be required by law or stock
exchange rules or regulations, the Seller or the Purchaser, respectively,
shall have the right to review and comment on such statement prior to its
release to the extent practicable.
This letter of intent does not create any legally binding
obligations, except as stated in Paragraphs 13, 14, 15 16, 17 and 18
hereof. The purpose of this letter of intent is solely to state a proposal
by the Purchaser to acquire the Subsidiary's business and which proposal
shall be used as a basis to negotiate and enter into a definitive
Acquisition Agreement on or prior to 45 days from the date hereof. If a
definitive Acquisition Agreement is not executed on or prior to 180 days
from the date hereof, this letter shall be of no further force or effect
and the Seller and the Purchaser shall not have any liability to each other
except for a breach of the provisions of Paragraphs 13, 14, 15 16, 17 and
18 hereof.
Each of the parties hereto hereby represents and warrants that it
is free to enter into this Letter of Intent and to consummate the
Acquisition or any part thereof and that none of them has induced the other
to breach any agreements or understandings with, or obligation to, any
third party in respect of the Acquisition or any other part thereof. Each
of the parties hereto hereby further represents and warrants that, other
than by virtue of this Letter of Intent: (a) it is not under any
obligation with respect to the Acquisition or any part thereof; (b) no
offer, commitment, undertaking, estoppel, agreement or obligation of any
nature whatsoever relating to the Acquisition or any part thereof exists or
may be implied in fact, law, or equity; and (c) the execution and delivery
by such party of this Letter of Intent and the consummation of the
Acquisition or any part thereof will not violate the rights of any third
party (other than customer and supply contracts) or give rise to any right
or liability on the part of such party based upon, or arising out of, or in
respect of a violation of, or interference with, the rights of any such
third party.
17. This Letter of Intent shall be governed by and construed in
accordance with the laws of the State of New York, applicable to agreements
made and to be performed entirely within such State.
18. This Letter of Intent contains the entire agreement among
the parties hereto with respect to the Acquisition and supersedes all prior
agreements, written or oral, with respect thereto, except for the
Confidentiality Agreements referred to in Paragraph 13 hereof which shall
remain in full force and effect to the extent contemplated by Paragraph 13
hereof. This Letter of Intent may be amended, superseded, cancelled,
renewed or extended, and the terms hereof may be waived, only by a written
agreement signed by each of the parties hereto.
Please acknowledge your agreement to the foregoing proposal in
the space provided below in order that negotiations may continue on the
basis of the terms and conditions set forth above.
Very truly yours,
GALEY & LORD, INC.
By: ARTHUR C. WIENER
Name: Arthur C. Wiener
Title: Chairman of the Board and
President
ACCEPTED AND AGREED TO:
TRIARC COMPANIES, INC.
By: NELSON PELTZ By: PETER W. MAY
Name: Nelson Peltz Name: Peter W. May
Title: Chairman and CEO Title: President and COO
<PAGE>
Exhibit 99.1
Galey & Lord, Inc. Triarc Companies, Inc.
P.O. Box 35528 900 Third Avenue
Greensboro, NC 27425 New York, NY 10022
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Galey & Lord: Mike Harmon (910) 655-3037
Triarc: Joseph Levato (212) 230-3035
GALEY & LORD AND GRANITEVILLE COMPANY, A TRIARC SUBSIDIARY, TO MERGE
New York, NY -- September 25, 1995 -- Galey & Lord, Inc. (NYSE, GNL)
and Triarc Companies, Inc. (NYSE, TRY) today announced that they have
entered into a Letter of Intent to merge the Graniteville Company, a
subsidiary of Triarc, into Galey & Lord. The Letter of Intent is subject
to the execution of a definitive agreement, boards of directors' approval,
Galey & Lord shareholders' approval, other regulatory approvals and other
customary closing conditions.
The agreement contemplates the issuance of approximately 6,400,000
shares (or 34.5%) of Galey & Lord's outstanding shares on a fully diluted
basis to Triarc. Galey & Lord is also assuming approximately $174 million
of Graniteville's debt as part of the transaction. C.H. Patrick Inc., the
specialty chemical subsidiary of Graniteville, and certain other non-
textile related real estate assets are excluded from the transaction.
Arthur Wiener, Chairman and Chief Executive Officer of Galey & Lord,
stated that "the combined companies, with sales in excess of $1 billion,
would be advantageously positioned as both a domestic and international
full line producer of apparel, uniform, denim, corduroy, and home fashion
fabrics. There are tremendous synergies to be gained by merging these
businesses. We believe that the combination of the two companies will
result in a stronger entity than each individually." Galey & Lord believes
that on a combined basis the merger will be accretive to its earnings in
1996.
Nelson Peltz, Chairman and Chief Executive Officer of Triarc
Companies, Inc., said, "the proposed merger of Graniteville and Galey &
Lord, which will be a tax-free transaction for Triarc, is a major step in a
previously announced review of strategic alternatives for its businesses.
The agreement announced today will strengthen Triarc's balance sheet,
enhance its financial flexibility and allow us to continue to build the
value of Triarc's other businesses. At the same time, it will also give us
a major stake in the combined Galey & Lord/Graniteville which will be one
of the leading textile companies worldwide with excellent growth potential
over the long term."
With annual sales of more than $1 billion, Triarc Companies is engaged
in four businesses: restaurants (Arby's), beverages (Royal Crown Company,
and Mistic Brands), textiles (Graniteville) and liquefied petroleum gas
(National Propane).
Galey & Lord is a leading manufacturer of high-quality woven cotton
and cotton-blended apparel fabrics, sold principally to manufacturers of
sportswear and commercial uniforms. The Company also markets batch-dyed
synthetic fabrics. Galey & Lord Home Fashion Fabrics was acquired on April
29, 1994 when the Company purchased the Decorative Prints Division of
Burlington Industries, Inc. Home Fashion Fabrics manufactures fabrics used
in home furnishings, including comforters, bedspreads and curtains.
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