-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RSMggRXc+ehn0xqrXENa9OJWMUi9EmUO6O3J+6XHBgo7jMjx39zauA3cJcEAyyl0 t2XSm0ODJPRWTsS0kpi/1w== 0000914384-04-000004.txt : 20040331 0000914384-04-000004.hdr.sgml : 20040331 20040331163517 ACCESSION NUMBER: 0000914384-04-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAN RIVER INC /GA/ CENTRAL INDEX KEY: 0000914384 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 581854637 STATE OF INCORPORATION: GA FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13421 FILM NUMBER: 04706337 BUSINESS ADDRESS: STREET 1: 261 MEMORIAL DRIVE CITY: DANVILLE STATE: VA ZIP: 24543 BUSINESS PHONE: 4347997000 8-K 1 f8k4314.txt 1 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- UNITED STATES 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): March 31, 2004 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: (434) 799-7000 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 2 Item 3. Bankruptcy or Receivership. On March 31, 2004, Dan River Inc. and all of its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Georgia (Case Nos. 04-10990 through 04-10993). In conjunction with the filing, Dan River has received a commitment for up to $145 million in new debtor-in-possession financing. A copy of the press release issued by Dan River on March 31, 2004 announcing its filing with the Bankruptcy Court is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Form Financial Information and Exhibits. (c) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated March 31, 2004 Item 12. Results of Operations and Financial Condition In the pleadings filed with the Bankruptcy Court on March 31, 2004 relating to motions to be made before the Bankruptcy Court on April 1, 2004, Dan River included the following financial information for the fiscal year ended January 3, 2004: Total revenues for fiscal year 2003 were down 22.1 percent compared to the same period in fiscal 2002, and gross profit for fiscal year 2003 was approximately $61 million less than the previous year. For the fiscal year ended January 3, 2004, Dan River's home fashions division produced approximately 72 percent of its total revenue, generating $342 million in net sales; its apparel fabrics division produced approximately 21 percent of Dan River's total revenue, generating $102 million in net sales; and its engineered products division produced 7 percent of Dan River's total revenue, generating $34 million in net sales. The Company's senior secured credit agreement (the "Credit Agreement") provides for a five-year $40 million term loan and a $160 million revolving credit facility. As of March 31, 2004, the principal and interest outstanding under the term loan was $34.41 million, and the principal and interest outstanding under the revolving credit facility was approximately $79.25 million. In addition, letters of credit in the approximate amount of $5.07 million were outstanding under the terms of the Credit Agreement, for a total current amount outstanding under the Credit Agreement of approximately $118.73 million. As of March 6, 2004, the Company's total assets were $441,800,000 and its total debts were $371,800,000. 3 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) Date: March 31, 2004 /s/ Harry L. Goodrich --------------------------------- Harry L. Goodrich Vice President 4 INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated March 31, 2004 EX-99 3 e994314.txt 1 Exhibit 99.1 DAN RIVER INC. FILES VOLUNTARY CHAPTER 11 PETITION TO FACILITATE DEBT RESTRUCTURING; RECEIVES COMMITMENT FOR UP TO $145 MILLION IN DEBTOR IN POSSESSION FINANCING Danville, Va., March 31, 2004. - Dan River Inc. (Other OTC: DVER.PK) announced today that it has filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the Company's debt. In conjunction with the filing, Dan River has received a commitment for up to $145 million in new debtor-in-possession (DIP) financing. Upon Bankruptcy Court approval, the DIP financing will help provide funding for the Company's ongoing operations. Dan River expects to utilize the Chapter 11 process to reduce its debt and strengthen its balance sheet. The Company emphasized that the restructuring process is not expected to impact its ability to fulfill its obligations to its employees or customers. Joseph L. Lanier, Jr., Chairman and CEO of Dan River emphasized that the filing was primarily necessitated by the Company's over-leveraged balance sheet. "This restructuring, once fully implemented, should provide Dan River with a much improved balance sheet and a capital structure that is more appropriate for the current economic and market conditions," Lanier said. "The strength of our operations and our ability to generate positive cash flow distinguish Dan River from other companies in our industry that have gone through this process and failed," said Lanier. "In the last several months we have taken steps to reduce our costs by streamlining our operations. We have closed manufacturing facilities, reduced our workforce, and eliminated excess inventory. We believe that the financial restructuring will allow us to emerge from Chapter 11 with a much-improved balance sheet and a healthy business that is positioned to achieve long- term success," Lanier said. "We believe that, under the circumstances, filing for Chapter 11 was the best course of action for Dan River. This action enables us to continue operating our business without interruption while implementing a debt restructuring in a Court-supervised and controlled environment," Lanier said. 2 "We do not anticipate that our customers and suppliers will experience a change in the way we do business with them," said Lanier. "We have taken steps to make sure that vendors get paid in full in the ordinary course of business for all goods and services provided after the filing date, and that our customers continue to receive the same high quality goods and services to which they are accustomed. Our new DIP financing, combined with the Company's cash from operations, is expected to provide sufficient funding for operations during the Chapter 11 process." Ongoing employee compensation and benefit programs are being presented to the Court for approval as part of the Company's "first day" motions. The Company anticipates that the Court will approve these requests, thereby ensuring that employees will be paid and that qualified employee benefits programs will remain intact. Lanier also emphasized that the Company's relatively simple capital structure should expedite the restructuring process and said that the Company was hopeful it would be able to emerge from Chapter 11 by the end of the year. Lanier concluded, "I would like to thank our customers, vendors and business partners for their continued support during this process. We also appreciate the ongoing loyalty and support of our employees. Their dedication and hard work are critical to our success and to the future of the Company. Our management team is committed to making this financial restructuring successful and leading Dan River towards a bright future." The Company's Chapter 11 petitions were filed in the United States Bankruptcy Court for the Northern District of Georgia, Newnan Division. Details regarding the filing can be found at www.danriver.com and at www.bmccorp.net/danriver. The Company also announced that its Annual Report on Form 10-K is expected to be filed on or about April 19, 2004 and that its Annual Meeting of Shareholders, originally scheduled for April 30, 2004, has been postponed until a date to be determined by the Board of Directors. Dan River Inc. is a leading manufacturer and marketer of textile products for the home fashions, apparel fabrics and industrial textiles markets. The company designs, manufactures and markets a coordinated line of value-added home fashions products consisting of bedroom furnishings such as 3 comforters, sheets, pillowcases, shams, bed skirts, decorative pillows, and draperies for the adult, juvenile, and institutional markets. Dan River also manufactures and markets a broad range of high quality woven cotton and cotton blend fabrics for apparel. Additionally, Dan River manufactures and markets specialty engineered textile products used in making high- pressure hoses and other industrial products. FORWARD-LOOKING STATEMENTS: This news release contains forward-looking statements under applicable securities laws. The Company believes its forward-looking statements are reasonable; however, undue reliance should not be placed on such statements, which are based on current expectations. Such forward-looking statements are subject to risks and uncertainties which may cause actual results to differ. There can be no assurance that the Company's restructuring will be successful. The Company's results of operations could be materially and adversely affected by numerous market and industry factors outside of its control; in particular, further weakening of demand for the Company's products could have an adverse effect on its operating results. Additional factors related to its restructuring efforts that could cause actual results to differ from these forward- looking statements include, but are not limited to, the following: the Company's ability to obtain court approval for its DIP facility; restrictions which might be imposed by the court in relation to the Company's first day papers or other motions filed with the bankruptcy court; the ability of the Company to meet requirements imposed by the lenders under the Company's DIP facility; risks associated with third parties seeking and obtaining court approval to terminate or shorten plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to chapter 7 cases; the ability of the Company to obtain trade credit and shipments and terms with vendors and service providers for current orders; the Company's ability to maintain contracts and licenses that are critical to its operations; potential adverse developments with respect to the Company's liquidity or results of operations; the ability of the Company to attract and retain customers; and the ability of the Company to attract, retain and compensate key executives. Additional risks associated with the Company's business are detailed in its annual report on Form 10-K filed with the SEC on February 21, 2003. -----END PRIVACY-ENHANCED MESSAGE-----