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 NEW YORK, Nov. 26 /PRNewswire/ -- Fieldcrest Cannon, Inc. (NYSE: FLD) announced the completion of its tender offer for the common stock and Class B common stock of Amoskeag Company (NASDAQ: AMOS). Fieldcrest has accepted for payment all tendered shares of common stock and Class B common stock of Amoskeag Company pursuant to its $40 per share cash tender offer. More than 90 percent of Amoskeag's total share outstanding were purchased in the offer. CS First Boston acted as exclusive financial advisor to Fieldcrest in connection with the acquisition of Amoskeag and as dealer manager for the offer.
 Payment for all Amoskeag shares purchased in the offer will commence on Nov. 26, 1993. Those Amoskeag shares not purchased in the tender offer will be acquired by Fieldcrest in a subsequent merger at $40 per share in cash to be consummated as soon as practicable.
 "We are pleased to have successfully completed our tender offer for Amoskeag," said James M. Fitzgibbons, chairman and chief executive officer of Fieldcrest Cannon. "For the first time in many years, all Fieldcrest stockholders now have equal say, proportionate to their ownership, over the future of Fieldcrest. As an independent company, Fieldcrest, with the best bed and bath brands in the world, is now better positioned than ever to maximize value for all of its stockholders." Fitzgibbons added, "We are rapidly becoming one of the most efficient and cost effective American manufacturers in the business and we are poised to penetrate new markets, especially overseas. We believe that passage of NAFTA, in particular, will benefit the company, its stockholders and employees."
 The company also announced that its stockholders had approved an amendment to Fieldcrest's Restated Certificate of Incorporation to authorize 10,000,000 shares of preferred stock as well as issuance of up to 1,800,000 shares of $3.00 Series A convertible preferred stock. As previously announced, net proceeds of approximately $72 million from the issuance of the Series A preferred stock will be used to purchase the Amoskeag shares tendered in the offer. The Series A preferred stock will carry annual dividend obligations of $4.5 million and will be convertible into Fieldcrest common stock. The balance of the total $137.6 million purchase price of Amoskeag will be paid from Fieldcrest's existing lines of bank credit.
 Company's Debt Position Nearly 30 Percent Lower Than in 1990.
 Fitzgibbons noted that Fieldcrest's projected overall debt position by the end of 1993, even after the acquisition of Amoskeag, will be nearly 30 percent lower than it was in 1990. "After the sale of certain Amoskeag assets scheduled to occur before year end, our debt resulting from the acquisition will be under $40 million," said Fitzgibbons. "Total debt will be less than $300 million. While this is still higher than we would like, and while we intended to work to further reduce debt to total capital, we believe we have the strength and operating flexibility we need to grow our profits and deliver on our business plan."
 Five Dumaines Directors Resign
 In connection with the completed tender offer, the Company also announced that five of the six former Amoskeag appointees to the Fieldcrest Board of Directors, representing the interests of the Dumaines Trust, have tendered their resignations. The five are John C. Beck, Noah T. Herndon, C. Edward Midgley, John M. Rudel and Henry Wheeler.
 Board of Directors Adopts Shareholder Rights Plan
 The company also said that its Board of Directors has adopted a Shareholder Rights Plan in which preferred stock purchase rights will be distributed on Dec. 6, 1993, as a dividend at the rate of one Right for each share of Fieldcrest common stock outstanding as of the close of business on that date.
 "The Rights Plan is designed to allow all shareholders of Fieldcrest to realize the long-term value of their investment in the company and will not restrict consideration by the Board of any offer on terms favorable to all shareholders," said Fitzgibbons.
 According to Fitzgibbons, Fieldcrest's Board adopted the plan as a means of deterring possible coercive or unfair takeover tactics and to prevent a potential acquirer from gaining control of the company without offering a fair price to all of the company's shareholders.
 "Abusive tactics can unfairly pressure shareholders and squeeze them out of their investment without giving them any real choice," said Fitzgibbons. "The Board acted prudently to ensure that shareholders in such a situation could not be deprived of the full value of those shares. While we strongly believe that independence is the best way to maximize value for all of our stockholders, in the event of an unsolicited takeover attempt, rights plans can enhance the value of stockholders' shares." Mr. Fitzgibbons said that similar plans have been adopted by over 1,500 public companies.
 Each Right will entitle the Fieldcrest stockholders to purchase 1/100th of a share of a new series of junior participating preferred stock of the company at an exercise price of $80. The Rights will be exercisable if another party acquires or announces its intention to acquire beneficial ownership of 15 percent or more of Fieldcrest's common stock. Such percentages may, at the Board's discretion, be lowered, although in no event below 10 percent.
 In the event of such an acquisition or similar event as described in the plan, each Right, except those owned by the 15 percent or more stockholder, will enable the holder of the Right to purchase, at half- price, a number of shares of Fieldcrest common stock having a market value equal to the exercise price of the Right.
 In addition, if Fieldcrest is involved in a merger or other transaction with another party in which it is not the surviving corporation, or it sells or transfers 50 percent or more of its assets or earning power to another party, each Right will entitle its holder to purchase, at half-price, a number of shares of common stock of the other party having a market value equal to the exercise price of the Right.
 The Company will be entitled to redeem the Rights at $.02 per Right at any time until the 10th day following public announcement that a 15 percent stock position has been acquired and in certain other circumstances.
 Bylaws Updated
 The Company also announced that it has adopted restated bylaws to replace the previous bylaws which dated back to the 1950s. Fitzgibbons said that the new bylaws reflect developments in corporate law and practice over the past 40 years and are more appropriate for an independent public company. Such changes include establishing notice provisions for stockholder nominations of directors and for proposals by stockholders for consideration at annual meetings, and allowing special meetings of stockholders to be called only by the chief executive officer, the secretary or a majority of the Board.
 Fieldcrest Cannon, Inc. manufactures and markets bed and bath products under the Fieldcrest, St. Mary's, Cannon Royal Family, Cannon Monticello and private brand labels.
 -0- 11/26/93
 /CONTACT: K. William Fraser, Jr., or T.R. Staab of Fieldcrest Cannon, 919-627-3253, or Paul Verbinnen or Anna Cordasco of Sard Verbinnen & Co., 212-687-8080/

CO: Fieldcrest Cannon, Inc.; Amoskeag Company ST: New York IN: TEX SU: OFR

MP-SH -- NY001 -- 7910 11/26/93 09:53 EST
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Publication:PR Newswire
Date:Nov 26, 1993

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