Cone Mills Corp – ‘8-K’ for 2/11/04

On:  Wednesday, 2/11/04, at 2:30pm ET   ·   For:  2/11/04   ·   Accession #:  23304-4-14   ·   File #:  1-03634

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- coe-8k021104                         5     13K 
 2: EX-99       Coe 8K 021004 Rel                                      2±     9K 

8-K   —   Current Report — coe-8k021104
Document Table of Contents

8-K
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                                                                     Page 1 of 5
                                                      Index to Exhibits - Page 5
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549

FORM 8-K

[X] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   
ACT OF 1934                                                             

 Date of Report: February 11, 2004

 Commission File Number 1-3634

CONE MILLS CORPORATION
(Exact name of registrant as specified in its charter)

North Carolina                                    56-0367025      
--------------                                    ----------      
(State or other jurisdiction)               (I.R.S. Employer Identification No.)

804 Green Valley Road, Suite 300, Greensboro, N.C.            27408             
--------------------------------------------------            -----             
(Address of principal executive offices)                   (Zip Code)           

Registrant's telephone number, including area code: 336-379-6220                

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8-K
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 PART II

Item 5.  Other Events and Required FD Disclosure                                

On February 10, 2004, Cone Mills Corporation ("Cone") announced that the U.S.   
Bankruptcy Court approved the sale of substantially all of the company's assets 
to WL Ross & Co ("WLR").                                                        

On January 29, 2004, Cone had announced that WLR had submitted the highest and  
best bid received in connection with the sales process previously approved by   
the Bankruptcy Court having jurisdiction over its Chapter 11 case. Under the    
previously disclosed Asset Purchase Agreement dated as of November 6, 2003, WLR 
will purchase substantially all of the assets of Cone for approximately $46     
million cash and the assumption of the company's outstanding                    
debtor-in-possession loans and selected other liabilities.                      

Completion of the transaction remains subject to certain other conditions. As a 
result, there is no assurance that it will be completed.                        

This Form 8-K includes forward-looking statements, as defined in the Private    
Securities Litigation Reform Act of 1995, reflecting management's current       
analysis and expectations, based on what management believes to be reasonable   
assumptions. These forward-looking statements include statements relating to our
anticipated financial performance and business prospects. Statements preceded   
by, followed by or that included words such as "believe," "anticipate,"         
"estimate," "expect," "would," and other similar expressions are to be          
considered such forward-looking statements. Forward-looking statements may      
involve known and unknown risks, uncertainties and other factors, which may     
cause the actual results to differ materially from those projected, stated or   
implied. Accordingly, there can be no assurance that the company will meet      
future results, performance or achievements expressed or implied by such        
forward-looking statements. This paragraph is included to provide safe harbor   
for forward-looking statements, which are not generally required to be publicly 
revised as circumstances change, and which the company does not intend to       
update.                                                                         

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits     

(c)      Exhibits                                                               

         99.1     Press release issued by Cone Mills Corporation on February 10,
2004.                                       

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Item 9.  Regulation FD Disclosure                                               

On February 10, 2004, Cone Mills Corporation issued a press release.            

This Form 8-K is being furnished to the Securities and Exchange Commission under
Item 9. of Form 8-K in satisfaction of the public disclosure requirements of    
Regulation FD. All information being furnished to the Securities and Exchange   
Commission shall not be deemed "filed" for purposes of section 18 of the        
Securities Exchange Act of 1934.                                                

Item 12.  Results of Operations and Financial Condition                         

Reference is made to Item 9. above and to Exhibit 99.1                          

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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 thereunto duly authorized.                                          

          CONE MILLS CORPORATION
(Registrant)

Date:    February 11, 2004        /s/Neil W. Koonce                             
  Neil W. Koonce
                                  Vice President, General Counsel, and Secretary

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Exhibit                                                                         
No.      Description                                                        

99.1      Press release issued by Cone Mills Corporation on February 10, 2004.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		2/11/04		1		4			4,  5
		2/10/04		2		5			5,  5/A
		1/29/04		2					SC 13D/A
		11/6/03		2
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