UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1) *
COLLINS & AIKMAN CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class and Securities)
194830105
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(CUSIP Number)
Textron Inc.
Attn: Arnold M. Friedman
Vice President and Deputy General Counsel
40 Westminster Street
Providence, Rhode Island 02903
(401) 421-2800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 7, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP NO. 194830105
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1. Names of Reporting Persons
I.R.S Identification nos. of above persons (entities only):
Textron Inc. 05-0315468
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2. Check the appropriate box if a member of a group*:
(a) [ ]
(b) [x]
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3. SEC use only
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4. Source of funds*: OO
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5. Check box if disclosure of legal proceedings is required
pursuant to item 2(d) or 2(e): [ ]
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6. Citizenship or place of organization: Delaware
Number of 7. Sole voting power: 4,926,700
shares -----------------------------------------------
beneficially 8. Shared voting power: 0
owned by -----------------------------------------------
each 9. Sole dispositive power: 4,926,700
reporting -----------------------------------------------
person with 10. Shared dispositive power: 0
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11. Aggregate amount beneficially owned by each reporting
person: (See Item 5) 4,926,700
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12. Check box if the aggregate amount in row 11 excludes
certain shares*: [ ]
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13. Percent of class represented by amount in row 11: 5.9%
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14. Type of reporting person*: CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 (this "First Amendment") constitutes the first amendment
to the Statement on Schedule 13D (the "Statement") filed by Textron Inc.
("Textron") on December 28, 2001 relating to the common stock, par value $.01
per share (the "Common Stock"), of Collins & Aikman Corporation, a Delaware
corporation (the "Company"). All capitalized terms used in this First
Amendment without definition have the meanings ascribed to them in the
Statement.
The items of the Schedule 13D set forth below are hereby amended as follows:
Item 1. Security and Issuer.
Item 1 is hereby amended to read as follows:
The class of equity securities to which this Statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of Collins &
Aikman Corporation (the "Company"). The principal executive offices of the
company are located at 250 Stephenson Highway, Troy, Michigan 48083.
Item 2. Identity and Background.
The first paragraph of Item 2 is amended as follows:
This Statement constitutes the first amendment to Schedule 13D of
Textron filed on December 28, 2001. A material decrease has occurred in
Textron's percentage ownership of Collins & Aikman Corporation since the
acquisition by Textron of 18,000,000 shares of Common Stock on December 28,
2001. Since that time, Textron's percentage ownership of the Common Stock has
decreased from 10.7% to 5.9%. This decrease has resulted from a combination of
a series of sales transactions of shares of the Company's stock by Textron
Holdco, a Rhode Island corporation, and an increase in the total number of the
Company's outstanding shares of Common Stock.
The third paragraph of Item 2 is hereby amended to read as follows:
Textron Holdco is the record holder of 4,926,700 shares of Common
Stock. Textron Holdco, is the direct wholly owned subsidiary of McCord
Corporation, a Michigan corporation ("McCord"). McCord is the direct wholly
owned subsidiary of Kautex Inc., a Delaware corporation, formerly known as
Textron Automotive Company Inc., and a direct wholly owned subsidiary of
Textron ("Kautex"). By virtue of the foregoing, each of Textron, Kautex and
McCord indirectly beneficially own the 4,926,700 shares of Common Stock held
by Textron Holdco. This Statement is filed by Textron on behalf of itself and
each of Kautex, McCord and Textron Holdco.
Item 5. Interest in Securities of the Issuer.
Item 5 paragraphs (a) and (c) are hereby amended to read:
(a) According to the Company, on October 31, 2003, there were 83,630,087 shares
of Common Stock issued and outstanding. Textron, Kautex and McCord indirectly
beneficially own, and Textron Holdco directly beneficially owns, approximately
5.9% of such shares.
(c) Textron has effected the following market transactions in the Company's
Common Stock during the past sixty days:
1) Sale of 250,000 shares of Common Stock on December 22, 2003, for
$4.1051 per share;
2) Sale of 108,700 shares of Common Stock on December 23, 2003, for
$4.1365 per share;
3) Sale of 71,500 shares of Common Stock on December 24, 2003, for
$4.1292 per share;
4) Sale of 50,000 shares of Common Stock on December 26, 2003, for
$4.0789 per share;
5) Sale of 110,000 shares of Common Stock on December 29, 2003, for
$4.1411 per share;
6) Sale of 253,000 shares of Common Stock on December 30, 2003, for
$4.1737 per share;
7) Sale of 74,200 shares of Common Stock on December 31, 2003, for
$4.3392 per share;
8) Sale of 156,100 shares of Common Stock on January 2, 2004, for $4.2007
per share;
9) Sale of 390,000 shares of Common Stock on January 5, 2004, for $4.3834
per share;
10) Sale of 243,000 shares of Common Stock on January 6, 2004, for
$5.2116 per share; and
11) Sale of 120,000 shares of Common Stock on January 7, 2004, for
$5.6590 per share.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: January 7, 2004
Textron Inc.
By: /s/ Arnold M. Friedman
Name: Arnold M. Friedman
Title: Vice President and General
Deputy Counsel