content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 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)            October 12, 1999
  
  
  
  
                                    CULP, INC.
  --------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
  
  
  
       North Carolina                 0-12781                   56-1001967
  -------------------------   -------------------------  -------------------------
  (State or Other             (Commission File Number)   (I.R.S. Employer
  Jurisdiction of                                        Identification No.)
  Incorporation)
  
  
                               101 South Main Street
                       High Point, North Carolina 27261-2686
  --------------------------------------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)
  
  
  
                                   336-889-5161
  --------------------------------------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
  
                                  Not Applicable
  --------------------------------------------------------------------------------
               (Former name or address, if changed from last report)
  
  
  
  <PAGE>
  
  Item 5. Other Events
  
       On  September  21,  1999,  the  Board  of  Directors  of  Culp,  Inc.  (the
  "Corporation")  declared a dividend distribution of one preferred share purchase
  right (a "Right") for each  outstanding  share of common stock,  par value $0.05
  per share, of the  Corporation  (the "Common Stock" to shareholders of record at
  the close of business on October 12,  1999.  Each Right  entitles  the holder to
  purchase from the Corporation a unit (a "Unit")  consisting of one one-hundredth
  of a share of Series A Participating Preferred Stock, par value $0.05 per share,
  of the Corporation  (the  "Preferred  Stock") at a price of $36.00 per Unit (the
  "Purchase  Price"),  subject to  adjustment.  The  description  and terms of the
  Rights are set forth in a Rights Agreement,  dated as of October 8, 1999, as the
  same may be amended  from time to time (the  "Rights  Agreement"),  between  the
  Corporation  and  EquiServe  Trust  Company,  N.A., as Rights Agent (the "Rights
  Agent").
  
       Initially,  the Rights will be attached  to all Common  Stock  certificates
  representing  shares then outstanding,  and no separate Rights Certificates will
  be  distributed.   The  Rights  will  separate  from  the  Common  Stock  and  a
  Distribution  Date will  occur upon the  earlier of (i) ten (10) days  following
  public  announcement that a Person or group of affiliated or associated Persons,
  with such  exceptions as are set forth in the Rights  Agreement  (an  "Acquiring
  Person"),  has acquired, or obtained the right to acquire,  beneficial ownership
  of fifteen percent (15%) or more of the outstanding  shares of Common Stock (the
  "Stock  Acquisition Date") or (ii) ten (10) Business Days (or such later date as
  may be determined by action of the Board of Directors  prior to such time as any
  Person  becomes an Acquiring  Person)  following the  commencement  of, or first
  public  announcement  of the intent of a Person or group to  commence,  a tender
  offer or  exchange  offer  that  would  result in a Person or group  (with  such
  exceptions as are set forth in the Rights Agreement) beneficially owning fifteen
  percent (15%) or more of such outstanding  shares of Common Stock. The principal
  exception to the  definition  of  "Acquiring  Person" is the family of Robert G.
  Culp,  III,  Chief  Executive  Officer  and a founder  of the  Corporation,  who
  currently  controls more than fifteen percent (15%) of the outstanding shares of
  Common Stock of the  Corporation.  Until the  Distribution  Date, (i) the Rights
  will be evidenced by the Common Stock  certificates and will be transferred with
  and only with such Common Stock certificates, (ii) new Common Stock certificates
  issued after October 12, 1999 will contain a notation  incorporating  the Rights
  Agreement by reference  and (iii) the  transfer of any  certificates  for Common
  Stock  outstanding  will also  constitute the transfer of the Rights  associated
  with the Common Stock represented by such certificate.
  
       The Rights are not exercisable  until the Distribution  Date and, under the
  circumstances  summarized in the second succeeding  paragraph,  until the Rights
  are no longer  redeemable.  The Rights  will  expire at the Close of Business on
  October 12, 2009,  unless  earlier  redeemed or exchanged by the  Corporation as
  described below.
  
       As soon as practicable  after the Distribution  Date,  Rights  Certificates
  will be mailed to  holders  of  record  of the  Common  Stock as of the Close of
  Business  on  the  Distribution  Date  and,  thereafter,   the  separate  Rights
  Certificates alone will represent the Rights.  Except as otherwise determined by
  the Board of  Directors,  only shares of Common Stock  outstanding  prior to the
  Distribution Date will be issued with Rights.
  
       In the event that an  Acquiring  Person  becomes  the  beneficial  owner of
  fifteen  percent (15%) or more of the then  outstanding  shares of Common Stock,
  each holder of a Right will thereafter have the right to receive, upon exercise,
  Common Stock (or, in certain  circumstances,  cash, property or other securities
  of the Corporation), having a value equal to two times the Exercise Price of the
  Right.  The Exercise  Price is the Purchase  Price times the number of shares of
  Common Stock associated with each Right (initially, one). Notwithstanding any of
  the foregoing, following the occurrence of an event set forth in this paragraph,
  all Rights that are, or (under  certain  circumstances  specified  in the Rights
  Agreement)  were,  beneficially  owned by any Acquiring  Person will be null and
  void. However,  Rights are not exercisable  following the occurrence of an event
  set  forth  in this  paragraph  until  such  time as the  Rights  are no  longer
  redeemable by the Corporation as set forth below.
  
       In  the  event  that,   following  the  Stock  Acquisition  Date,  (i)  the
  Corporation is acquired in a merger or consolidation in which the Corporation is
  not the  surviving  corporation,  (ii) the  Corporation  engages  in a merger or
  consolidation  in which the  Corporation  is the surviving  corporation  and the
  Common  Stock of the  Corporation  is changed or  exchanged,  or (iii) more than
  fifty  percent  (50%) of the  Corporation's  assets or earning  power is sold or
  transferred,  each holder of a Right (except Rights which have  previously  been
  voided as set forth  above)  shall  thereafter  have the right to receive,  upon
  exercise of the Right,  Common  Stock of the  acquiring  company  having a value
  equal to two times the Exercise Price of the Right.
  
       The Purchase Price payable,  and the number of Units of Preferred  Stock or
  other securities or property  issuable upon exercise of the Rights,  are subject
  to adjustment from time to time to prevent  dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Stock,  (ii) if holders of the  Preferred  Stock are granted  certain  rights or
  warrants  to  subscribe  for  Preferred  Stock or  securities  convertible  into
  Preferred Stock at less than the current market price of the Preferred Stock, or
  (iii) upon the  distribution  to holders of the Preferred  Stock of evidences of
  indebtedness  or assets  (excluding  regular  quarterly  cash  dividends)  or of
  subscription rights or warrants (other than those referred to above).
  
       With certain  exceptions,  no  adjustments  in the  Purchase  Price will be
  required until cumulative adjustments amount to at least one percent (1%) of the
  Purchase  Price.  No fractional  Units will be issued and, in lieu  thereof,  an
  adjustment in cash will be made based on the market price of the Preferred Stock
  on the last trading date prior to the date of exercise.
  
       At any time after a Person or group of  affiliated  or  associated  Persons
  becomes an Acquiring Person and prior to the acquisition by such Person or group
  of fifty percent  (50%) or more of the  outstanding  Common Stock,  the Board of
  Directors may exchange the Rights (other than Rights owned by such Person or its
  affiliates and  associates,  which have become void), in whole or in part, at an
  exchange ratio of one share of Common Stock, or one  one-hundredth of a share of
  Preferred Stock (or of a share of a series of the Corporation's  preferred stock
  having  equivalent  preferences,  limitations  and relative  rights),  per Right
  (subject to adjustment).
  
       At any time until ten (10) days following the Stock  Acquisition  Date, the
  Corporation may redeem the Rights in whole,  but not in part, at a price of $.01
  per  Right.  Immediately  upon the  action  of the Board of  Directors  ordering
  redemption  of the Rights,  the Rights will  terminate and the only right of the
  holders of Rights will be to receive the $.01 redemption price.
  
       Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a shareholder of the Corporation,  including,  without limitation, the
  right to vote or to receive  dividends.  Although the distribution of the Rights
  should not be taxable to shareholders or to the Corporation,  shareholders  may,
  depending upon the circumstances, recognize taxable income in the event that the
  Rights  become  exercisable  for Common  Stock (or other  consideration)  of the
  Corporation as set forth above or in the event that the Rights are redeemed.
  
       Other than those provisions relating to the principal economic terms of the
  Rights,  any of the  provisions  of the Rights  Agreement  may be amended by the
  Board of Directors prior to the Distribution  Date. After the Distribution Date,
  the provisions of the Rights  Agreement may be amended by the Board of Directors
  in order to cure any  ambiguity,  to make changes which do not adversely  affect
  the  interests of holders of Rights  (excluding  the  interests of any Acquiring
  Person),  or to shorten or lengthen any time period under the Rights  Agreement;
  provided,  however,  that no  amendment  to lengthen  the time period  governing
  redemption  may be made at such time as the  Rights are not  redeemable  and the
  Final Expiration Date may not be advanced.
  
       As of September  28,  1999,  there were  11,447,484  shares of Common Stock
  issued and  outstanding and 891,689 shares of Common Stock reserved for issuance
  pursuant to outstanding options issued under the Corporation's  employee benefit
  plans.  As long as the Rights are attached to the Common Stock,  the Corporation
  will issue one Right with each new share of Common Stock so that all such shares
  will have Rights attached.
  
       The Rights Agreement is filed herewith as Exhibit 99.1, and is incorporated
  herein by reference.  A copy of the Rights Agreement is available free of charge
  from the Corporation. This summary description of the Rights does not purport to
  be  complete  and is  qualified  in its  entirety  by  reference  to the  Rights
  Agreement, as the same may be amended from time to time.
  
  
  <PAGE>
  
  Item 7. Exhibits
  
  Exhibit No.         Description
  
        99.1          Rights Agreement, dated as of October 8,
                      1999, between Culp, Inc. and EquiServe
                      Trust Company, N.A., as Rights Agent,
                      including the form of Articles of Amendment
                      with respect to the Series A Participating
                      Preferred Stock included as Exhibit A to
                      the Rights Agreement, the forms of Rights
                      Certificate included as Exhibit B to the
                      Rights Agreement, and the form of Summary
                      of Rights included as Exhibit C to the
                      Rights Agreement.
        99.2          Press Release, dated as of September 21,
                      1999, announcing adoption of the Rights
                      Plan by the Board of Directors of Culp, Inc.
  
  
  
  <PAGE>
  
                                    SIGNATURE
  
  
        Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereto duly
  authorized.
  
  
                                CULP, INC.
  
  
  
                                      By:    /s/Phillip W. Wilson
                                      Name:  Phillip W. Wilson
                                      Title: Vice  President and Chief
                                             Financial Officer
  
  
  Date:  October 12, 1999
  
  
  
  <PAGE>
  
                                  EXHIBIT INDEX
  
  
  Item 7. Exhibits
  
  Exhibit No.         Description
  
        99.1          Rights Agreement, dated as of October 8,
                      1999, between Culp, Inc. and EquiServe
                      Trust Company, N.A., as Rights Agent,
                      including the form of Articles of Amendment
                      with respect to the Series A Participating
                      Preferred Stock included as Exhibit A to
                      the Rights Agreement, the forms of Rights
                      Certificate included as Exhibit B to the
                      Rights Agreement, and the form of Summary
                      of Rights included as Exhibit C to the
                      Rights Agreement.
        99.2          Press Release, dated as of September 21,
                      1999, announcing adoption of the Rights
                      Plan by the Board of Directors of Culp, Inc.
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "CULP INC", "cik": "0000723603", "assigned-sic": "2211", "irs-number": "561001967", "state-of-incorporation": "NC", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12597", "film-number": "99726886"}, "business-address": {"street1": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261-2686", "phone": "3368895161"}, "mail-address": {"street1": "P O BOX 2686", "street2": "101 S MAIN ST", "city": "HIGH POINT", "state": "NC", "zip": "27261"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 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)            October 12, 1999
  
                                    CULP, INC.
  --------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
       North Carolina                 0-12781                   56-1001967
  -------------------------   -------------------------  -------------------------
  (State or Other             (Commission File Number)   (I.R.S. Employer
  Jurisdiction of                                        Identification No.)
  Incorporation)
  
                               101 South Main Street
                       High Point, North Carolina 27261-2686
  --------------------------------------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)
  
                                   336-889-5161
  --------------------------------------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
                                  Not Applicable
  --------------------------------------------------------------------------------
               (Former name or address, if changed from last report)
  Item 5. Other Events
  
       On  September  21,  1999,  the  Board  of  Directors  of  Culp,  Inc.  (the
  "Corporation")  declared a dividend distribution of one preferred share purchase
  right (a "Right") for each  outstanding  share of common stock,  par value $0.05
  per share, of the  Corporation  (the "Common Stock" to shareholders of record at
  the close of business on October 12,  1999.  Each Right  entitles  the holder to
  purchase from the Corporation a unit (a "Unit")  consisting of one one-hundredth
  of a share of Series A Participating Preferred Stock, par value $0.05 per share,
  of the Corporation  (the  "Preferred  Stock") at a price of $36.00 per Unit (the
  "Purchase  Price"),  subject to  adjustment.  The  description  and terms of the
  Rights are set forth in a Rights Agreement,  dated as of October 8, 1999, as the
  same may be amended  from time to time (the  "Rights  Agreement"),  between  the
  Corporation  and  EquiServe  Trust  Company,  N.A., as Rights Agent (the "Rights
  Agent").
  
       Initially,  the Rights will be attached  to all Common  Stock  certificates
  representing  shares then outstanding,  and no separate Rights Certificates will
  be  distributed.   The  Rights  will  separate  from  the  Common  Stock  and  a
  Distribution  Date will  occur upon the  earlier of (i) ten (10) days  following
  public  announcement that a Person or group of affiliated or associated Persons,
  with such  exceptions as are set forth in the Rights  Agreement  (an  "Acquiring
  Person"),  has acquired, or obtained the right to acquire,  beneficial ownership
  of fifteen percent (15%) or more of the outstanding  shares of Common Stock (the
  "Stock  Acquisition Date") or (ii) ten (10) Business Days (or such later date as
  may be determined by action of the Board of Directors  prior to such time as any
  Person  becomes an Acquiring  Person)  following the  commencement  of, or first
  public  announcement  of the intent of a Person or group to  commence,  a tender
  offer or  exchange  offer  that  would  result in a Person or group  (with  such
  exceptions as are set forth in the Rights Agreement) beneficially owning fifteen
  percent (15%) or more of such outstanding  shares of Common Stock. The principal
  exception to the  definition  of  "Acquiring  Person" is the family of Robert G.
  Culp,  III,  Chief  Executive  Officer  and a founder  of the  Corporation,  who
  currently  controls more than fifteen percent (15%) of the outstanding shares of
  Common Stock of the  Corporation.  Until the  Distribution  Date, (i) the Rights
  will be evidenced by the Common Stock  certificates and will be transferred with
  and only with such Common Stock certificates, (ii) new Common Stock certificates
  issued after October 12, 1999 will contain a notation  incorporating  the Rights
  Agreement by reference  and (iii) the  transfer of any  certificates  for Common
  Stock  outstanding  will also  constitute the transfer of the Rights  associated
  with the Common Stock represented by such certificate.
  
       The Rights are not exercisable  until the Distribution  Date and, under the
  circumstances  summarized in the second succeeding  paragraph,  until the Rights
  are no longer  redeemable.  The Rights  will  expire at the Close of Business on
  October 12, 2009,  unless  earlier  redeemed or exchanged by the  Corporation as
  described below.
  
       As soon as practicable  after the Distribution  Date,  Rights  Certificates
  will be mailed to  holders  of  record  of the  Common  Stock as of the Close of
  Business  on  the  Distribution  Date  and,  thereafter,   the  separate  Rights
  Certificates alone will represent the Rights.  Except as otherwise determined by
  the Board of  Directors,  only shares of Common Stock  outstanding  prior to the
  Distribution Date will be issued with Rights.
  
       In the event that an  Acquiring  Person  becomes  the  beneficial  owner of
  fifteen  percent (15%) or more of the then  outstanding  shares of Common Stock,
  each holder of a Right will thereafter have the right to receive, upon exercise,
  Common Stock (or, in certain  circumstances,  cash, property or other securities
  of the Corporation), having a value equal to two times the Exercise Price of the
  Right.  The Exercise  Price is the Purchase  Price times the number of shares of
  Common Stock associated with each Right (initially, one). Notwithstanding any of
  the foregoing, following the occurrence of an event set forth in this paragraph,
  all Rights that are, or (under  certain  circumstances  specified  in the Rights
  Agreement)  were,  beneficially  owned by any Acquiring  Person will be null and
  void. However,  Rights are not exercisable  following the occurrence of an event
  set  forth  in this  paragraph  until  such  time as the  Rights  are no  longer
  redeemable by the Corporation as set forth below.
  
       In  the  event  that,   following  the  Stock  Acquisition  Date,  (i)  the
  Corporation is acquired in a merger or consolidation in which the Corporation is
  not the  surviving  corporation,  (ii) the  Corporation  engages  in a merger or
  consolidation  in which the  Corporation  is the surviving  corporation  and the
  Common  Stock of the  Corporation  is changed or  exchanged,  or (iii) more than
  fifty  percent  (50%) of the  Corporation's  assets or earning  power is sold or
  transferred,  each holder of a Right (except Rights which have  previously  been
  voided as set forth  above)  shall  thereafter  have the right to receive,  upon
  exercise of the Right,  Common  Stock of the  acquiring  company  having a value
  equal to two times the Exercise Price of the Right.
  
       The Purchase Price payable,  and the number of Units of Preferred  Stock or
  other securities or property  issuable upon exercise of the Rights,  are subject
  to adjustment from time to time to prevent  dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Stock,  (ii) if holders of the  Preferred  Stock are granted  certain  rights or
  warrants  to  subscribe  for  Preferred  Stock or  securities  convertible  into
  Preferred Stock at less than the current market price of the Preferred Stock, or
  (iii) upon the  distribution  to holders of the Preferred  Stock of evidences of
  indebtedness  or assets  (excluding  regular  quarterly  cash  dividends)  or of
  subscription rights or warrants (other than those referred to above).
  
       With certain  exceptions,  no  adjustments  in the  Purchase  Price will be
  required until cumulative adjustments amount to at least one percent (1%) of the
  Purchase  Price.  No fractional  Units will be issued and, in lieu  thereof,  an
  adjustment in cash will be made based on the market price of the Preferred Stock
  on the last trading date prior to the date of exercise.
  
       At any time after a Person or group of  affiliated  or  associated  Persons
  becomes an Acquiring Person and prior to the acquisition by such Person or group
  of fifty percent  (50%) or more of the  outstanding  Common Stock,  the Board of
  Directors may exchange the Rights (other than Rights owned by such Person or its
  affiliates and  associates,  which have become void), in whole or in part, at an
  exchange ratio of one share of Common Stock, or one  one-hundredth of a share of
  Preferred Stock (or of a share of a series of the Corporation's  preferred stock
  having  equivalent  preferences,  limitations  and relative  rights),  per Right
  (subject to adjustment).
  
       At any time until ten (10) days following the Stock  Acquisition  Date, the
  Corporation may redeem the Rights in whole,  but not in part, at a price of $.01
  per  Right.  Immediately  upon the  action  of the Board of  Directors  ordering
  redemption  of the Rights,  the Rights will  terminate and the only right of the
  holders of Rights will be to receive the $.01 redemption price.
  
       Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a shareholder of the Corporation,  including,  without limitation, the
  right to vote or to receive  dividends.  Although the distribution of the Rights
  should not be taxable to shareholders or to the Corporation,  shareholders  may,
  depending upon the circumstances, recognize taxable income in the event that the
  Rights  become  exercisable  for Common  Stock (or other  consideration)  of the
  Corporation as set forth above or in the event that the Rights are redeemed.
  
       Other than those provisions relating to the principal economic terms of the
  Rights,  any of the  provisions  of the Rights  Agreement  may be amended by the
  Board of Directors prior to the Distribution  Date. After the Distribution Date,
  the provisions of the Rights  Agreement may be amended by the Board of Directors
  in order to cure any  ambiguity,  to make changes which do not adversely  affect
  the  interests of holders of Rights  (excluding  the  interests of any Acquiring
  Person),  or to shorten or lengthen any time period under the Rights  Agreement;
  provided,  however,  that no  amendment  to lengthen  the time period  governing
  redemption  may be made at such time as the  Rights are not  redeemable  and the
  Final Expiration Date may not be advanced.
  
       As of September  28,  1999,  there were  11,447,484  shares of Common Stock
  issued and  outstanding and 891,689 shares of Common Stock reserved for issuance
  pursuant to outstanding options issued under the Corporation's  employee benefit
  plans.  As long as the Rights are attached to the Common Stock,  the Corporation
  will issue one Right with each new share of Common Stock so that all such shares
  will have Rights attached.
  
       The Rights Agreement is filed herewith as Exhibit 99.1, and is incorporated
  herein by reference.  A copy of the Rights Agreement is available free of charge
  from the Corporation. This summary description of the Rights does not purport to
  be  complete  and is  qualified  in its  entirety  by  reference  to the  Rights
  Agreement, as the same may be amended from time to time.
  Item 7. Exhibits
  
  Exhibit No.         Description
  
        99.1          Rights Agreement, dated as of October 8,
                      1999, between Culp, Inc. and EquiServe
                      Trust Company, N.A., as Rights Agent,
                      including the form of Articles of Amendment
                      with respect to the Series A Participating
                      Preferred Stock included as Exhibit A to
                      the Rights Agreement, the forms of Rights
                      Certificate included as Exhibit B to the
                      Rights Agreement, and the form of Summary
                      of Rights included as Exhibit C to the
                      Rights Agreement.
        99.2          Press Release, dated as of September 21,
                      1999, announcing adoption of the Rights
                      Plan by the Board of Directors of Culp, Inc.
  SIGNATURE
  
        Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereto duly
  authorized.
  
                                CULP, INC.
  
                                      By:    /s/Phillip W. Wilson
                                      Name:  Phillip W. Wilson
                                      Title: Vice  President and Chief
                                             Financial Officer
  
  Date:  October 12, 1999
  EXHIBIT INDEX
  
  Item 7. Exhibits
  
  Exhibit No.         Description
  
        99.1          Rights Agreement, dated as of October 8,
                      1999, between Culp, Inc. and EquiServe
                      Trust Company, N.A., as Rights Agent,
                      including the form of Articles of Amendment
                      with respect to the Series A Participating
                      Preferred Stock included as Exhibit A to
                      the Rights Agreement, the forms of Rights
                      Certificate included as Exhibit B to the
                      Rights Agreement, and the form of Summary
                      of Rights included as Exhibit C to the
                      Rights Agreement.
        99.2          Press Release, dated as of September 21,
                      1999, announcing adoption of the Rights
                      Plan by the Board of Directors of Culp, Inc.