SPRINGS INDUSTRIES INC
10-Q, 1996-05-14
BROADWOVEN FABRIC MILLS, COTTON
Previous: SPEIZMAN INDUSTRIES INC, 10-Q, 1996-05-14
Next: SPS TECHNOLOGIES INC, 10-Q, 1996-05-14



<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                          ____________________________


                                 F O R M  10-Q

For the Quarter Ended March 30, 1996              Commission File Number 1-5315


                          ____________________________



                 S P R I N G S   I N D U S T R I E S,   I N C.
             (Exact name of registrant as specified in its charter)


              SOUTH CAROLINA                           57-0252730
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)


205 North White Street
Fort Mill, South Carolina                                  29715
(Address of principal executive offices)                 (Zip Code)

              Registrant's telephone number, including area code:
                                 (803) 547-1500

                          ____________________________


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.

Yes   X    No 
    -----     -----
                          ____________________________


As of May 8, 1996, there were 12,616,478 shares of Class A Common Stock and
7,529,579 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.

                          ____________________________


There are 16 pages in the sequentially numbered, manually signed original of
this report.





                                     - 1 -
<PAGE>   2

                         TABLE OF CONTENTS TO FORM 10-Q



<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
- ------------------------------


ITEM                                                                                   PAGE
- ----                                                                                   ----
<S>                                                                                     <C>
1.               FINANCIAL STATEMENTS                                                    3

2.               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS                         8


PART II - OTHER INFORMATION
- ---------------------------


4.               SUBMISSION OF MATTERS TO A VOTE                                        10
                   OF SECURITY HOLDERS

6.               EXHIBITS                                                               11


SIGNATURES                                                                              12

EXHIBIT INDEX                                                                           13
</TABLE>





                                     - 2 -
<PAGE>   3

                                     PART I
                         ITEM I - FINANCIAL STATEMENTS



SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Operations
and Retained Earnings
(In thousands except per share data)
(Unaudited)

<TABLE>
<CAPTION>
                                                                THIRTEEN WEEKS ENDED  
                                                             ----------------------------
                                                              MARCH 30,         APRIL 1,
                                                             ----------        ----------
<S>                                                          <C>               <C>
OPERATIONS
  Net sales . . . . . . . . . . . . . . . . . . .            $  583,493        $  483,136
    Cost of goods sold  . . . . . . . . . . . . .               477,755           396,028
    Selling, general and
      administrative expenses . . . . . . . . . .                78,652            64,010
                                                             ----------        ----------

      Operating income  . . . . . . . . . . . . .                27,086            23,098
    Interest expense  . . . . . . . . . . . . . .                 7,834             7,252
    Other (income) expense  . . . . . . . . . . .                  (939)             (835)
                                                             ----------        ---------- 

  Income before income taxes  . . . . . . . . . .                20,191            16,681
  Income taxes  . . . . . . . . . . . . . . . . .                 7,885             6,813
                                                             ----------        ----------

      Net income  . . . . . . . . . . . . . . . .            $   12,306        $    9,868
                                                             ==========        ==========

  Per share:
      Net income  . . . . . . . . . . . . . . . .            $      .60        $      .55
                                                             ==========        ==========

      Cash dividends declared:
        Class A shares  . . . . . . . . . . . . .            $      .33        $      .30
                                                             ==========        ==========
        Class B shares  . . . . . . . . . . . . .            $      .30        $      .27
                                                             ==========        ==========


  Weighted average shares of
    common stock  . . . . . . . . . . . . . . . .                20,389            17,807
                                                             ==========        ==========

RETAINED EARNINGS
  Retained earnings at beginning
    of period . . . . . . . . . . . . . . . . . .            $  616,347        $  568,403
  Net income  . . . . . . . . . . . . . . . . . .                12,306             9,868
  Cash dividends declared . . . . . . . . . . . .                (6,417)           (5,046)
                                                             ----------        ---------- 
  Retained earnings at end of period  . . . . . .            $  622,236        $  573,225
                                                             ==========        ==========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.





                                     - 3 -
<PAGE>   4


SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
                                                                     MARCH 30,               DECEMBER 30,
                                                                       1996                      1995   
                                                                    ----------               -----------
<S>                                                                 <C>                      <C>
ASSETS
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . .           $    2,152               $    2,606
  Accounts receivable . . . . . . . . . . . . . . . . . .              368,850                  351,669
  Inventories . . . . . . . . . . . . . . . . . . . . . .              393,874                  384,730
  Other . . . . . . . . . . . . . . . . . . . . . . . . .               28,156                   30,300
                                                                    ----------               ----------
    Total current assets  . . . . . . . . . . . . . . . .              793,032                  769,305
                                                                    ----------               ----------

Property, plant and equipment . . . . . . . . . . . . . .            1,392,834                1,380,659
  Accumulated depreciation  . . . . . . . . . . . . . . .             (784,287)                (766,700)
                                                                    ----------               ---------- 
    Property, plant and equipment, net  . . . . . . . . .              608,547                  613,959
                                                                    ----------               ----------
Other assets and deferred charges . . . . . . . . . . . .              141,909                  144,280
                                                                    ----------               ----------

     Total  . . . . . . . . . . . . . . . . . . . . . . .           $1,543,488               $1,527,544
                                                                    ==========               ==========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term borrowings . . . . . . . . . . . . . . . . .           $   55,500               $   21,900
  Current maturities of long-term debt  . . . . . . . . .                7,852                   13,078
  Accounts payable  . . . . . . . . . . . . . . . . . . .               86,577                  103,737
  Other accrued liabilities . . . . . . . . . . . . . . .              120,146                  124,275
                                                                    ----------               ----------
    Total current liabilities . . . . . . . . . . . . . .              270,075                  262,990
                                                                    ----------               ----------

Noncurrent liabilities:
  Long-term debt  . . . . . . . . . . . . . . . . . . . .              329,021                  326,949
  Deferred compensation and benefit plans . . . . . . . .              156,028                  154,673
  Deferred income taxes and other deferred
   credits  . . . . . . . . . . . . . . . . . . . . . . .               47,728                   48,410
                                                                    ----------               ----------
    Total noncurrent liabilities  . . . . . . . . . . . .              532,777                  530,032
                                                                    ----------               ----------

Shareowners' equity:
  Class A common stock- $.25 par value
    (12,718,922 and 12,642,903 shares
    issued in 1996 and 1995, respectively)  . . . . . . .                3,180                    3,161
  Class B common stock- $.25 par value
    (7,529,579 and 7,604,579 shares issued
    in 1996 and 1995, respectively) . . . . . . . . . . .                1,882                    1,901
  Additional paid-in capital  . . . . . . . . . . . . . .              109,972                  109,840
  Retained earnings . . . . . . . . . . . . . . . . . . .              622,236                  616,347
  Cost of Class A shares in treasury
    (108,055 and 110,526 shares
    in 1996 and 1995, respectively) . . . . . . . . . . .               (2,403)                  (2,449)
  Currency translation adjustment and other       . . . .                5,769                    5,722
                                                                    ----------               ----------
    Shareowners' equity . . . . . . . . . . . . . . . . .              740,636                  734,522
                                                                    ----------               ----------
      Total . . . . . . . . . . . . . . . . . . . . . . .           $1,543,488               $1,527,544
                                                                    ==========               ==========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.





                                     - 4 -
<PAGE>   5


SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)


<TABLE>
<CAPTION>
                                                                                THIRTEEN WEEKS ENDED   
                                                                         ----------------------------------
                                                                          MARCH 30,                APRIL 1,
                                                                            1996                     1995  
                                                                         ----------               ---------
  <S>                                                                    <C>                      <C>
  Operating activities:
    Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  12,306                $   9,868
    Adjustments to reconcile net income to net
     cash provided (used) by operating activities:
     Depreciation and amortization  . . . . . . . . . . . . . . . . .       26,568                   23,304
     Changes in operating assets and liabilities, . . . . . . . . . .
      net of effects of business acquisitions and
      sale of business  . . . . . . . . . . . . . . . . . . . . . . .      (35,658)                 (37,250)
     Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .       (2,251)                  (6,669)
                                                                         ---------                --------- 
        Net cash provided (used) by operating
         activities . . . . . . . . . . . . . . . . . . . . . . . . .          965                  (10,747)
                                                                         ---------                --------- 

  Investing activities:
    Purchases of property, plant and
      equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .      (19,549)                 (19,727)
    Business acquisitions . . . . . . . . . . . . . . . . . . . . . . .     (1,900)                       -
    Proceeds from sales of business and other
     assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,648                       43
                                                                         ---------                ---------
        Net cash (used) by investing activities . . . . . . . . . . .      (18,801)                 (19,684)
                                                                         ---------                --------- 

  Financing activities:
    Proceeds from short-term borrowings, net  . . . . . . . . . . . .       33,600                   44,500
    Proceeds from long-term borrowings  . . . . . . . . . . . . . . .        2,261                    9,959
    Repayment of long-term debt . . . . . . . . . . . . . . . . . . .       (5,645)                 (13,484)
    Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . .      (12,834)                  (10,171)
                                                                         ---------                ---------- 
        Net cash provided by financing activities . . . . .                 17,382                    30,804
                                                                         ---------                ----------

  Increase (decrease) in cash and cash equivalents  . . . . . . . . .    $    (454)               $      373
                                                                         =========                ==========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.





                                     - 5 -
<PAGE>   6
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Significant Accounting Policies:

    These condensed consolidated financial statements should be read in
    conjunction with the financial statements presented in the Springs
    Industries, Inc. ("Springs" or "the Company") 1995 Annual Report on Form
    10-K.

    In the opinion of the management of Springs, these unaudited condensed
    consolidated financial statements contain all adjustments of a normal
    recurring nature necessary for their fair presentation.  The results for
    interim periods reflect estimates for certain items which can be
    definitively determined only on an annual basis.  These items include the
    valuation of a substantial portion of inventories on a LIFO cost basis and
    the provision for income taxes.  These interim financial statements reflect
    applicable portions of the estimated annual amounts for such items.

    The results of operations for interim periods are not necessarily
    indicative of operating results to be expected for the remainder of the
    year.

    The Company has an incentive stock plan ("The Plan") designed to achieve
    the objectives of the long-term component of the Company's compensation
    program.  The Plan provides for the awards of stock options, stock
    appreciation rights, restricted stock, unrestricted stock, deferred stock,
    performance units, and other stock-based awards.  The Company has elected
    to continue to account for such transactions under Accounting Principles
    Board Opinion No. 25, "Accounting for Stock Issued to Employees."  As
    required by Statement of Financial Accounting Standards No. 123,
    "Accounting for Stock-Based Compensation," the Company will include in the
    notes to its 1996 annual financial statements pro forma net income and
    earnings per share information as if the Company had applied the fair value
    method of accounting.

2.  Inventory:

    Inventories are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                       Mar. 30,          Dec. 30,
                                                                         1996              1995  
                                                                      ---------         ---------
   <S>                                                                <C>               <C>
    Standard cost (which approximates
    average cost) or average cost:
     Finished goods   . . . . . . . . . . . . . . . . . . .           $ 263,247         $ 251,277
     In process   . . . . . . . . . . . . . . . . . . . . .             186,880           192,094
     Raw materials and supplies   . . . . . . . . . . . . .              77,753            74,195
                                                                      ---------         ---------
                                                                        527,880           517,566
   Less LIFO reserve  . . . . . . . . . . . . . . . . . . .            (134,006)         (132,836)
                                                                      ---------         --------- 

     Total  . . . . . . . . . . . . . . . . . . . . . . . .           $ 393,874         $ 384,730
                                                                      =========         =========
</TABLE>

3.  Commitments:

    The Company enters into forward delivery contracts and futures contracts
    for raw material purchases, consistent with the size of its business, to
    reduce the Company's exposure to price volatility.  Management assesses
    these contracts on a continuous basis to determine if contract prices will





                                     - 6 -
<PAGE>   7
    be recovered through subsequent sales.  At March 30, 1996, the aggregate
    market value of the contracts approximated the contract prices.

4.  Acquisitions and Divestitures:

    On April 17, 1996, the Company sold all of the outstanding stock in Fort
    Mill A Inc. ("Fort Mill") to Clark-S Acquisition Corporation, a Delaware
    corporation ("Clark-S Acquisition").  Fort Mill's sole asset consisted of
    all the outstanding stock of Clark-Schwebel, Inc. ("Clark-Schwebel"), which
    owned minority interests in CS-Interglas AG and Asahi-Schwebel Co., Ltd.,
    and a fifty percent (50%) interest in Clark-Schwebel Tech-Fab Company.
    Clark-S Acquisition is controlled by Vestar Equity Partners, L.P.  Clark-S
    Acquisition elected to pay in cash the full purchase price of approximately
    $193 million.  The Company expects to report a second quarter gain on the
    sale of Fort Mill of approximately $50 million, net of taxes.  During the
    first quarter of 1996, Clark-Schwebel contributed about 10 percent of
    Springs' sales of $583.5 million and had record earnings representing about
    35 percent of Springs' $28 million of earnings before interest expense and
    taxes.  During the five years ended in 1995, Clark-Schwebel's average
    contribution was 13 percent of Springs' sales and 9 percent of its earnings
    before interest expense and taxes.

    The Company acquired three businesses during 1995.  Effective May 27, 1995,
    the Company purchased all of the outstanding stock of Dundee Mills,
    Incorporated, a leading manufacturer of towels, infant and toddler bedding,
    knitted infant apparel, and health care products.  The purchase price was
    $119.6 million, $21.2 million of which was paid in cash and the remainder
    through the issuance of approximately 2.5 million shares of Springs Class A
    common stock with a fair value of $98.4 million.  Effective May 28, 1995,
    the Company purchased substantially all of the assets of Dawson Home
    Fashions, Inc., a leading manufacturer of shower curtains and bath fashions
    accessories.  Springs paid $39 million in cash for the business.  On July
    28, 1995, the Company purchased from Apogee Enterprises, Inc.,
    substantially all of the assets of its Nanik Window Coverings Group, a
    leading manufacturer of wood window blinds and interior shutters.  The
    acquisitions were accounted for using the purchase method of accounting.
    The costs of the businesses acquired were allocated on the basis of the
    fair value of the assets acquired and liabilities assumed.  The operating
    results of Dundee, Dawson and Nanik are included in the Company's
    consolidated results of operations from the dates of acquisition.

5.  Legal and Environmental:
    
    As disclosed in the 1995 Annual Report on Form 10-K, Springs is involved
    in certain administrative proceedings alleging violations of environmental
    laws and regulations, including proceedings under the Comprehensive
    Environmental Response, Compensation, and Liability Act.  In connection
    with these proceedings, the Company has accrued an amount which represents
    management's best estimate of Springs' probable liability.
    
    Springs is also involved in various other legal proceedings and claims
    incidental to its business.  Springs is defending its position in all such
    proceedings.
    
    In the opinion of management, based on the advice of counsel, the
    likelihood that the resolution of the above matters would have a material
    adverse impact on either the financial condition or the future results of
    operations of Springs is remote.





                                     - 7 -
<PAGE>   8

                 ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS



RESULTS OF OPERATIONS

Sales

Springs generated record first quarter net sales of $583.5 million, an increase
of almost 21 percent from net sales of $483.1 million in the first quarter of
1995.  Without the acquisitions, sales for the first quarter would have grown
by approximately four percent from first quarter 1995.  In the home furnishings
segment, first quarter sales increased by 25 percent over the prior year's
first quarter, principally due to the three 1995 acquisitions.  The specialty
fabrics segment reported sales nine percent higher than last year's, as both
industrial fabrics and finished fabrics achieved volume growth.

Earnings

Springs reported net income during the first quarter of $12.3 million, a 25
percent increase from last year's first quarter net income of $9.9 million.
Earnings per share rose to $.60 from $.55 a year ago when 2.6 million fewer
shares were outstanding.  Consolidated operating income advanced to $27.1
million, up 17 percent from a year ago.  The improvement came on the strength
of specialty fabrics segment earnings as the home furnishings segment
encountered a sluggish retail market at the onset of the quarter.  The home
furnishings segment's operating income declined somewhat from 1995 due
primarily to the mix of sales in the first three months of 1996.  Stronger
demand for electronics fiberglass fabrics and for finished fabrics resulted in
an improvement over last year's specialty fabrics segment operating income.

CAPITAL RESOURCES AND LIQUIDITY

On April 17, 1996, the Company sold all of the outstanding stock in Fort Mill A
Inc. ("Fort Mill") to Clark-S Acquisition Corporation, a Delaware corporation
("Clark-S Acquisition").  Fort Mill's sole asset consisted of all the
outstanding stock of Clark-Schwebel, Inc. ("Clark-Schwebel"), which owned
minority interests in CS-Interglas AG and Asahi-Schwebel Co., Ltd., and a fifty
percent (50%) interest in Clark-Schwebel Tech-Fab Company.  Clark-S Acquisition
is controlled by Vestar Equity Partners, L.P.  Clark-S Acquisition elected to
pay in cash the full purchase price of approximately $193 million.  The Company
expects to report a second quarter gain on the sale of Fort Mill of
approximately $50 million, net of taxes.  During the first quarter of 1996,
Clark-Schwebel contributed about 10 percent of Springs' sales of $583.5 million
and had record earnings representing about 35 percent of Springs' $28 million
of earnings before interest expense and taxes.  During the five years ended in
1995, Clark-Schwebel's average contribution was 13 percent of Springs' sales
and 9 percent of its earnings before interest expense and taxes.  The Company
intends to use the proceeds from the sale to meet strategic objectives, which
might include repurchase of stock, debt reduction, and further investments in
the Company's home furnishings segment.

A normal seasonal increase in accounts receivable and inventories since
year-end resulted in increased short-term borrowings.  Management expects to
spend approximately $100 million on capital expenditures during 1996, and
believes that cash from operations and borrowings from commercial paper and
short-term loans will provide for the Company's 1996 operating cash needs.





                                     - 8 -
<PAGE>   9
OTHER

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation."  The provisions of this statement encourage, but do
not require, the Company to adopt the fair value method of accounting for
employee stock-based compensation.  The Company has elected to continue to
account for employee stock-based compensation under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees."  As required by
SFAS No. 123, the Company will include in the notes to its 1996 annual
financial statements pro forma net income and earnings per share information as
if the Company had applied the fair value method of accounting.





                                     - 9 -
        
<PAGE>   10

                          PART II - OTHER INFORMATION

          ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a)     The annual meeting of the security holders of the Company was
held on April 29, 1996.

         (b)     During the annual meeting, the security holders of the Company
elected the following directors to hold office until the next annual meeting of
the security holders and until a successor is duly elected and qualified:

                 John F. Akers                     John H. McArthur
                 Crandall Close Bowles             Aldo Papone
                 John L. Clendenin                 Donald S. Perkins
                 Leroy S. Close                    Robin B. Smith
                 Charles W. Coker                  Sherwood H. Smith, Jr.
                 Walter Y. Elisha                  Stewart Turley

         (c)
<TABLE>
<CAPTION>
       Description of Matter                                       Against or
             Voted Upon                        For                  Withheld             Abstentions
 <S>                                        <C>                     <C>                     <C>
 (i)

 Annual election of directors:

 John F. Akers                              38,088,835                55,671
 Crandall Close Bowles                      37,901,836               242,670
 John L. Clendenin                          38,092,265                52,211
 Leroy S. Close                             37,921,832               222,672
 Charles W. Coker                           38,092,965                51,541
 Walter Y. Elisha                           37,921,127               223,379
 John H. McArthur                           38,092,815                51,691
 Aldo Papone                                37,921,965               222,541
 Donald S. Perkins                          38,092,310                52,196
 Robin B. Smith                             38,093,011                51,495
 Sherwood H. Smith, Jr.                     38,092,702                51,804
 Stewart Turley                             38,092,657                51,849


 (ii)

 Ratification of the appointment
 of Deloitte & Touche as the                38,092,321                14,406                37,779
 Company's auditors


 (iii)

 Adoption of amendments to the
 Company's 1991 Incentive Stock             34,776,218             3,305,006                38,282
 Plan
</TABLE>

         (d)     N/A





                                     - 10 -
<PAGE>   11
                               ITEM 6 - EXHIBITS


The following exhibits are filed as part of this report:

         (10)    Material Contracts

                 (a)  Amendments to Springs Industries, Inc. 1991 Incentive
Stock Plan approved by shareholders at annual meeting on April 29, 1996, is
filed herewith (2 pages)

         (27)    Financial Data Schedule (for SEC purposes)





                                     - 11 -
<PAGE>   12

                                   SIGNATURES


Pursuant to the requirements of Securities Exchange Act of 1934, Springs
Industries, Inc. has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            SPRINGS INDUSTRIES, INC.
                                            
                                            
                                            
                                            By:  /s/ James F. Zahrn            
                                               --------------------------------
                                               James F. Zahrn
                                               Senior Vice President and
                                               Chief Financial Officer
                                               (Duly Authorized Officer and
                                               Principal Financial Officer)




DATED:  May 14, 1996





                                     - 12 -
<PAGE>   13

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Item                                                                                  Page Number
 ----                                                                                  -----------
 <S>      <C>                                                                              <C>
 (10)     Amendments to Springs Industries, Inc. 1991 Incentive Stock                      14
          Plan approved by shareholders at annual meeting on April 29,
          1996, is filed herewith (2 pages)

 (27)     Financial Data Schedule (for SEC purposes)                                       16
</TABLE>





                                     - 13 -

<PAGE>   1

                            SPRINGS INDUSTRIES, INC.
                    AMENDMENTS TO 1991 INCENTIVE STOCK PLAN
                   APPROVED BY SHAREHOLDERS AT ANNUAL MEETING
                               ON APRIL 29, 1996


         Section 3 of the Plan is hereby amended by deleting paragraph (a)
thereof in its entirety and substituting the following new paragraph (a) in
lieu thereof:

                 (a)      SHARES ISSUABLE.  The maximum number of shares of
Stock reserved and available for distribution pursuant to Awards under the Plan
shall be 2,100,000 shares.  Such shares of Stock may consist, in whole or in
part, of authorized and unissued shares or treasury shares.  If (i) an Award
expires or terminates for any reason without being exercised in full or is
satisfied without the distribution of Stock or (ii) Stock distributed pursuant
to an Award is forfeited or reacquired by the Company, or is surrendered upon
exercise of an Award, the Stock subject to such Award or so forfeited,
reacquired or surrendered shall again be available for distribution for
purposes of the Plan.

         Section 4 of the Plan is hereby amended by adding the following new
sentences after the existing sentence of Section 4:

         No participant shall be granted during any fiscal year the right to
acquire pursuant to Awards granted under the Plan more than 250,000  shares of
Stock.  If, during any fiscal year, a Stock Option or Stock Appreciation Right
is granted to a participant and, during the same fiscal year, such Option or
Right is canceled, terminated, or repriced, either by the Company or by the
participant, the shares of Stock issuable pursuant to such an Option or Right
shall continue to be applied to reduce the maximum number of shares issuable to
the participant for such fiscal year, and, solely for purposes of this Section
4 of the Plan, a repricing of Options or Rights during the fiscal year in which
they were granted shall be treated as the granting of new Options or Rights.

         Section 5 of the Plan is hereby amended by:  (a) deleting clause (iv)
in its entirety and adding a new clause (iv) to read as follows:

                 (iv)     to establish the terms and conditions of any Award,
including, but not limited to:

                          (A)     the share price;

                          (B)     any restriction or limitation on the grant,
vesting or exercise of any Award (including, but not limited to,





                                     - 14 -
<PAGE>   2
the attainment (and certification of the attainment) of one or more performance
goals based on one or more (or any combination) of the following business
criteria that may apply to the individual participant, a Company business unit,
or the Company as a whole:  (1) Stock price, (2) market share, (3) sales, (4)
earnings, (5) earnings per share, (6) return on equity or assets, (7) costs,
and (8) total shareholder return based on stock price and dividends paid
assuming dividend reinvestment); and

                          (C)     any waiver of vesting, acceleration or
forfeiture provisions regarding any Stock Option or other Award and the Stock
relating thereto, based on such factors as the Committee shall determine; and

         To the extent permitted by applicable law, the Committee may delegate
its authorities under this Section 5 only as they pertain to individuals or
entities who are not subject to Section 16 of the Act, to the chief executive
officer of the Company or its officers designated by him; provided, however,
that the Committee will in all cases authorize the aggregate number of shares
to be subject to awards granted during any period.





                                     - 15 -

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SPRINGS INDUSTRIES, INC., FOR THE QUARTER ENDED
MARCH 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-START>                             DEC-31-1995
<PERIOD-END>                               MAR-30-1996
<CASH>                                           2,152
<SECURITIES>                                         0
<RECEIVABLES>                                  368,850
<ALLOWANCES>                                         0
<INVENTORY>                                    393,874
<CURRENT-ASSETS>                               793,032
<PP&E>                                       1,392,834
<DEPRECIATION>                                 784,287
<TOTAL-ASSETS>                               1,543,488
<CURRENT-LIABILITIES>                          270,075
<BONDS>                                        329,021
                            5,062
                                          0
<COMMON>                                             0
<OTHER-SE>                                     735,574
<TOTAL-LIABILITY-AND-EQUITY>                 1,543,488
<SALES>                                        583,493
<TOTAL-REVENUES>                               583,493
<CGS>                                          477,755
<TOTAL-COSTS>                                  477,755
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               7,834
<INCOME-PRETAX>                                 20,191
<INCOME-TAX>                                     7,885
<INCOME-CONTINUING>                             12,306
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,306
<EPS-PRIMARY>                                     0.60
<EPS-DILUTED>                                     0.60
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission