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|2.5 feet of linear shelf space (approximately 270 items)
|The Adams-Millis Corporation, a hosiery manufacturer, was founded in 1904 with headquarters in High Point, N.C. Adams-Millis produced socks for a number of different companies. One of its major clients was the Sara Lee Corporation, for which it manufactured Hanes brand socks. The idea of Sara Lee's acquiring Adams-Millis arose in 1985, when Adams-Millis was under the leadership of chairman and chief executive officer, James H. Millis, Sr. Serious meetings between Sara Lee and Adams-Millis officials concerning the prospect began in late 1986. The concept came to fruition in October of 1988, when Adams-Millis's stockholders approved the acquisition. The collection includes papers documenting the negotiations leading up to and continuing through the sale of Adams-Millis Corporation to Sara Lee Corporation. Correspondence includes letters between Adams-Millis officials and various groups involved in the merger, including Sara Lee, First Boston, Martin Gruss, and others. Also included are reports on stock voting plans and company value before and after an acquisition by First Boston, investment bankers hired by Adams-Millis; press releases announcing the ongoing development of competing offers from Sara Lee and Gruss & Co.; and several internal memos reporting on the status of negotiations. Reports and correspondence to the Securities Exchange Commission, the Federal Trade Commission, and the Justice Department are found here along with drafts of agreements and plans of merger, stock option agreements, employment agreements, proxy statements, and the like. Financial reports on Adams-Millis include both numbers compiled for internal use only and investment research on the company prepared by others and available to the public. Sara Lee documents in the collection include annual reports, a company newspaper, articles, and financial evaluations of the company.
|University of North Carolina at Chapel Hill. Library. Southern Historical Collection.
Processed by: Arturo S. Bagley, March 1997
Encoded by: ByteManagers Inc., 2008Back to Top
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The Adams-Millis Corporation was founded by John Hampton Adams and James Henry Millis in 1904 and became a leading hosiery manufacturer. Headquartered in High Point, N.C., the company by 1988 employed over 3,500 people and operated 16 factories under the leadership of its chairman and chief executive officer, James H. Millis, Sr. At that time one of its major clients was the Sara Lee Corporation, for which it produced Hanes brand socks. The idea of Sara Lee's acquiring Adams-Millis first arose in 1985 and meetings between Sara Lee and Adams-Millis officials concerning the prospect began in late 1986. The concept came to fruition in October 1988, when Adams-Millis's stockholders approved the acquisition agreement reached in June of that year.Back to Top
This collection consists of papers documenting negotiating of the sale of Adams-Millis to Sara Lee, including correspondence; memos, reports, and press releases; drafts of legal documents; board of directors documents; personal documents of James H. Millis, Sr.; documents of Sara Lee Corporation; newspaper clippings; and financial reports documenting negotiation of the acquisition of Adams-Millis Corporation by Sara Lee Corporation.
Correspondence includes letters between Adams-Millis officials and various groups involved in the merger, including Sara Lee, First Boston, Martin Gruss, and others. Also included are reports by First Boston, investment bankers hired by Adams-Millis, on stock voting plans and company value before and after an acquisition; press releases announcing the ongoing development of competing offers from Sara Lee and Gruss & Co.; and several internal memos reporting on the status of negotiations. Reports and correspondence to the Securities Exchange Commission, the Federal Trade Commission, and the Justice Department are included, along with drafts of agreements and plans of merger, stock option agreements, employment agreements, proxy statements, and the like. Also here are some documents from the lawsuits filed against Adams-Millis by shareholders who opposed the sale to Sara Lee at the price offered in February 1988. Documents concerning Adams-Millis's board of directors include notices of meetings and meeting agendas, minutes of board meetings, and resolutions. James H. Millis's handwritten notes and his telephone messages shed light on what he was thinking about a sale at various times. Sara Lee documents in the collection include annual reports, a company newspaper, articles, and financial evaluations of the company. Financial reports on Adams-Millis include both numbers compiled for internal use only and investment research on the company prepared by others and available to the public.Back to Top
Correspondence includes letters between Adams-Millis officials and various groups involved in the merger, including First Boston, the investment bank hired by Adams-Millis to assist it in evaluating a potential merger; Adams-Millis's attorneys, including Womble, Carlyle, Sandridge & Rice of Winston-Salem, Keziah, Gates & Samet of High Point, and Adams, Kleemeier, Hannah & Fouts of Greensboro; Martin Gruss, who made an offer to acquire the company; the New York Stock Exchange; and others. There is also a small amount of correspondence to federal government agencies and departments, including the Federal Trade Commission and the Justice Department, concerning the transaction.
The issues to be considered are presented in several letters. One is a December 1986 letter from Philip R. Currier, Sara Lee's Chief Executive Officer in charge of Knitwear to Robert Bundy, Adams-Millis's president, outlining topics he wished to discuss in a face-to-face meeting. A First Boston letter of March 1987 documents a meeting between First Boston, an investment banking firm, and Adams-Millis management in which alternative acquisition plans were discussed.
A December 1987 letter from James H. Millis, Sr., to John H. Bryan, Sara Lee's chairman and CEO, expresses frustration that a year has passed without a final resolution. It indicates that discussions about a purchase began because Adams-Millis did not like the fact that Sara Lee could terminate Adams-Millis's Hanes license without cause. In the absence of Sara Lee's purchase of Adams-Millis, Millis asks Bryan to consider a new license agreement.
A February 1988 letter from the New York Stock Exchange asks for a chronology of events leading up to Sara Lee's offer of the same month.
Other offers to buy Adams-Millis are documented here. An April 1988 letter from Martin C. Gruss of Gruss & Co. indicates his desire to enter the bidding to buy Adams-Millis. By June , James Millis decided to buy all of the outstanding stock himself. A cover letter is included with drafts of an agreement and plan of merger of Adams-Millis by Millis.
After the Millis aberration, the negotiations with Sara Lee got back on track. A July letter from Sara Lee indicates that all obstacles to the acquisition had been overcome. A letter is attached to the document dissolving the James Millis acquisition of the previous month. Another letter and attachments filed with the SEC by James Millis and his wife Jesse describe an agreement making Sara Lee the proxy of their Adams-Millis shares.
September correspondence includes a cover letter with a draft of a notice of an Adams-Millis shareholders meeting to vote on the acquisition and a First Boston letter stating that the deal is fair to Adams-Millis shareholders.
May 1988 correspondence of Adams-Millis attorney William C. Raper of Womble, Carlyle, Sandridge & Rice with plaintiffs attorney Richard Greenfield reveals the existence of lawsuits filed against Adams-Millis by shareholders unhappy with a potential sale to Sara Lee. Much of the remaining correspondence concerns the shareholder lawsuits, which were eventually settled out of court.
Memos, reports, and press releases chart the development of the merger negotiations. Early documents include First Boston reports on stock voting plans and company value before and after an acquisition. There are several internal memos on the status of negotiations with Sara Lee. Among these are a 5 April summary of a meeting of the Special Committee of Adams-Millis's Board of Directors with First Boston and a 25 April memo sent in preparation for a 3 May board meeting with attached copies of Special Committee meeting minutes, the Gruss offer letter, and a summary of a 14 April meeting with Sara Lee.
Of particular interest as a means of quickly getting a sense of the chronology of the situation from February through May of 1988 is an undated Merger Report which contains various documents related to the potential merger
Press releases announce Sara Lee offers, the Gruss offer and its ultimate withdrawal, and the acceptance of the Millis family offer. A 3 May press release announces a new Sara Lee offer, and one of 16 May announces Adams-Millis's acceptance of the Millis family's offer and the withdrawal of the Gruss & Co. offer. A formal Announcement of Shareholder Meeting and Proxy Statement was issued on 23 September.
Drafts of contracts and reports to the Securities Exchange Commission. There are drafts of agreements and plans of merger, stock option agreements, employment agreements, proxy statements, and the like. Also included are some papers from the lawsuits filed against Adams-Millis by shareholders who opposed a sale to Sara Lee. Included are:
*Copy of the 1 January 1985 license agreement between Hanes and Adams-Millis attached to a memo contemplating the pros and cons of a new agreement.
*Draft, 18 March 1987, of engagement letter with First Boston states the services First Boston will provide and the compensation Adams-Millis will pay.
*Letter agreement, 8 February 1988, by the Millises promises not to sell their shares to anyone other than Sara Lee and granting Sara Lee their proxy to vote the shares.
*Drafts of agreements and plans of merger with Sara Lee dated 15 April, 5 May, and 13 May 1988.
*Gruss & Co. agreement and plan of merger, 5 May 1988.
*Millis family offer, 13 May 1988. A more formal agreement and plan of merger, dated 29 June 1988
*Summonses and complaints, 3 June 1988, in the cases of Shields v. Adams-Millis and Wolfe v. Adams-Millis, two of the shareholder lawsuits against the merger. Answer, 20 June 1988, of James H. Millis, Sr., and James H. Millis, Jr., in Rubnitz v. Adams-Millis, another of the shareholder lawsuits.
*Agreement of termination of the Millis acquisition, 14 July 1988.
*A draft of an employment agreement between top Adams-Millis officials and Sara Lee is dated 7 July, with a draft of agreement to assume Adams-Millis's employee stock option plan and to amend and surrender incentive stock options, 21 September 1988.
See Series 1 for the acquisition agreement between Adams-Millis and Sara Lee.
Notices of meetings and meeting agendas, minutes of board meetings, and a May 1988 resolution accepting the Millis family offer to buy all of the company's outstanding shares.
Arrangement: by type.
Personal notes recording Millis's thoughts at various points concerning the potential of a sale, phone messages dated by month and day but not by year, and an undated list of stock options.
Arrangement: by type.
Annual reports for 1987 and 1988, a company newspaper announcing the Adams-Millis acquisition, papers from the 1988 meeting of division presidents, forms filed with the SEC by Sara Lee, articles about Sara Lee, and financial evaluations of the company.
Arrangement: by type.
Articles contain stories written about mergers in general. Specific topics include the evaluation of leveraged buyouts and the career of Richard Greenfield, a shareholders rights attorney who would eventually sue Adams-Millis on behalf of company shareholders disgruntled with the Sara Lee sale.
Arrangement: by type.
Financial information on Adams-Millis arranged by the month reports were prepared; reports on the company's Silver Knit division; and investment reports on Adams-Millis. Adams-Millis documents include balance sheets, sales/gross profit forecasts, and changes in cash. Reports on the Silver Knit division include operating statements, income statements, and consolidated statements of financial position.
Arrangement: chronological (by date prepared).