<PAGE>
As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-58272
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Post-Effective Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------
JPS TEXTILE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 2221 57-0868166
(State or Other Jurisdiction of (Primary (I.R.S. Employer
Incorporation or Organization) Standard Identification
Industrial No.)
Classification
Code Number)
555 N. Pleasantburg Drive
Suite 202
Greenville, South Carolina 29607
(803) 239-3900
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
DAVID H. TAYLOR
c/o JPS Textile Group, Inc.
555 N. Pleasantburg Drive
Suite 202
Greenville, South Carolina 29607
(803) 239-3900
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
SIMEON GOLD, ESQ.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after this Registration Statement becomes
effective.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [x]
<PAGE>
<PAGE>
AMENDMENT TO FILE REVISED EXHIBIT 8.1
-------------------------------------
Post-Effective Amendment No. 2 to the "shelf" registration
statement (the "Registration Statement") of JPS Textile Group, Inc. (the
"Company") on Form S-1 (No. 33-58272) was declared effective by order of
the Securities and Exchange Commission on April 21, 1995. This Post-
Effective Amendment No. 3 to the Registration Statement is being filed by
the Company solely for the purpose of filing a revised Exhibit 8.1 thereto.
Accordingly, Part II, Item 16 to the Registration Statement containing the
Exhibit index is hereby restated in its entirety to reflect the filing of
revised Exhibit 8.1.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedule.
-----------------------------------------
(a) Exhibits
--------
The following is a complete list of Exhibits filed as part of
this Registration Statement, which are incorporated herein:
Exhibit
Number Description
- ------- -----------
2.1(i) Plan of Reorganization of JPS Textile Group, Inc., a
Delaware corporation (the "Company"), filed pursuant to
Chapter 11 of the United States Bankruptcy Code, dated
February 7, 1991 (the "Plan").*
2.1(ii) Revised Technical and Conforming Amendment to the Company's
Plan, dated March 20, 1991.*
3.1 Restated Certificate of Incorporation of the Company, filed with
the Secretary of State of the State of Delaware on April 1,
1991.*
3.2 By-laws of the Company.*
3.3 Certificate of Designations of the Company's Series A Senior
Preferred Stock (the "Senior Preferred Stock").*
3.4 Certificate of Designations of the Company's Series B Junior
Preferred Stock.*
4.1 Indenture, dated as of April 2, 1991 (the "Discount Note
Indenture"), between the Company and First Trust National
Association ("First Trust"), as Trustee, relating to the
Company's Senior Subordinated Discount Notes due June 1, 1999
(the "Discount Notes").*
4.2 Form of Discount Note, incorporated by reference to Exhibit A to
the Discount Note Indenture.*
4.3 Indenture, dated as of April 2, 1991 (the "Subordinated Note
Indenture"), between the Company and First Trust, as Trustee,
relating to the Company's 10.25% Senior Subordinated Notes due
June 1, 1999 (the "Subordinated Notes").*
II-1
NYFS09...:\75\55175\0004\2540\REG5105R.290
<PAGE>
<PAGE>
4.4 Form of Subordinated Note, incorporated by reference to Exhibit A
to the Subordinated Note Indenture.*
4.5 Indenture, dated as of April 2, 1991 (the "Debenture Indenture"),
between the Company and First Bank National Association, as
Trustee, relating to the Company's 7% Subordinated Debentures due
May 15, 2000 (the "Debentures").*
4.6 Form of Debenture, incorporated by reference to Exhibit A to the
Debenture Indenture.*
4.7 Stockholders' Agreement, dated as of April 2, 1991, among Odyssey
Partners, L.P. ("Odyssey Partners"), DLJ Capital Corp. ("DLJ
Capital") and Lincoln National Bank and Trust Company of Fort
Wayne ("Lincoln National").*
4.8 Letter Agreement, dated April 2, 1991, regarding certain rights
of "co-sale" granted by Odyssey Partners, DLJ Capital and Lincoln
National to the holders of the Company's Class A Common Stock.*
4.9 Letter Agreement, dated April 2, 1991, among Odyssey Partners,
Grant M. Wilson, William J. DeBrule and Yehochai Schneider.*
5.1 Opinion of Weil, Gotshal & Manges with respect to the legality of
the Securities (as defined below).*
7.1 Opinion of Weil, Gotshal & Manges with respect to the liquidation
preference of the Senior Preferred Stock.*
8.1 Opinion of Weil, Gotshal & Manges with respect to Federal Income
Tax Consequences.**
9.1 Voting Trust Agreement, dated as of April 2, 1991, between DLJ
Capital and Lincoln National.*
10.1 Management Agreement, dated as of April 2, 1991, between the
Company and Odyssey Investors, Inc.*
10.2 Registration Rights Agreement, dated as of April 2, 1991, by and
among the Company and the holders of the Company's Senior Notes,
Discount Notes, Subordinated Notes, Senior Preferred Stock and
Class A Common Stock (collectively, the "Securities").*
10.3 Loan and Security Agreement, dated as of October 30, 1991 (the
"CIT Loan Agreement"), between JPS Converter and Industrial
Corp., a Delaware corporation ("JCIC") and The CIT
Group/Equipment Financing, Inc. ("CIT").*
10.4 First Amendment to the CIT Loan Agreement, dated as of June 26,
1992, by and between JCIC and CIT.*
II-2
<PAGE>
<PAGE>
10.5 Second Amendment to the CIT Loan Agreement, dated as of December
22, 1992, by and between JCIC and CIT.*
10.6 Agreement of Lease, dated as of June 1, 1988, by and between 1185
Avenue of the Americas Associates ("1185 Associates") and JCIC.*
10.7 Lease Modification and Extension Agreement, dated as of April 2,
1991, by and between 1185 Associates and JCIC.*
10.8 Third Amendment to the CIT Loan Agreement, dated as of August 6,
1993, by and between JCIC and CIT.***
10.9 Trademark License Agreement, dated as of May 9, 1988, by and
between J.P. Stevens and JPS Acquisition Corp. (predecessor to
the Company).***
10.10 Omnibus Real Estate Closing Agreement, dated as of May 9,
1988, by and among J.P. Stevens, JPS Acquisition Corp., JPS
Acquisition Automotive Products Corp., JPS Acquisition
Carpet Corp., JPS Acquisition Industrial Fabrics Corp., JPS
Acquisition Converter and Yarn Corp. and JPS Acquisition
Elastomerics Corp.***
10.11 Purchase Agreement, dated as of April 24, 1988, by and among
JPS Holding Corp., the Company, Odyssey Partners, West
Point-Pepperell, Inc., STN Holdings Inc., Magnolia Partners,
L.P. and J.P. Stevens.***
10.12 Asset Purchase Agreement, dated as of May 25, 1994, by and
among the Company, JAPC, JCIC, JPS Auto Inc., a Delaware
corporation, and Foamex International Inc., a Delaware
corporation.****
10.13 Fourth Amended and Restated Credit Agreement (the "Existing
Credit Agreement"), dated as of June 24, 1994, by and among
the Company, JCIC, JPS Elastomerics Corp., a Delaware
corporation ("JEC"), JPS Carpet Corp., a Delaware
corporation ("JCC"), the financial institutions listed on
the signature pages thereof, Citibank, N.A. ("Citibank"), as
Agent and Administrative Agent, and General Electric Capital
Corporation ("GECC"), as Co-Agent and Collateral Agent.*****
10.14 First Amendment to the Existing Credit Agreement, dated as
of November 4, 1994, by and among the Company, JCIC, JEC,
JCC, the financial institutions listed on the signature
pages thereof, Citibank, as Agent and Administrative Agent,
and GECC, as Co-Agent and Collateral Agent. ******
10.15 Second Amendment to the Existing Credit Agreement, dated as
of December 21, 1994, by and among the Company, JCIC, JEC,
JCC, the financial institutions listed on the signature
pages thereof, Citibank, as Agent and Administrative Agent,
and GECC, as Co-Agent and Collateral Agent. ******
II-3
<PAGE>
<PAGE>
10.16 Fourth Amendment to CIT Loan Agreement, dated as of December
29, 1994, by and between JCIC and CIT.******
10.17 Lease Modification and Extension Agreement, dated as of
April 30, 1993, by and between 1585 Associates and
JCIC.******
10.18 Long-Term Incentive Plan of the Company effective
November 1, 1994.*******
12.1 Computation of Ratio of Earnings to Fixed Charges.*
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.*
21.1 List of Subsidiaries of the Company.******
23.1 Consent of Deloitte & Touche LLP.*
24.1 Power of Attorney relating to the Company
(included as part of the signature page hereof).
25.1 Statement of Eligibility and Qualification, on Form T-1, of CNB
as Trustee (initially filed with the Securities and Exchange
Commission (the "SEC") on January 2, 1991, and amended by
Amendment No. 1 thereto filed with the SEC on March 15, 1991,
each in connection with the Company's Form T-3, and each
incorporated herein by reference).
25.2 Statement of Eligibility and Qualification, on Form T-1, of First
Trust as Trustee (re: Discount Note Indenture) (initially filed
with the SEC on January 2, 1991, and amended by Amendment No. 1
thereto filed with the SEC on March 15, 1991, each in connection
with the Company's Form T-3, and each incorporated herein by
reference).
25.3 Statement of Eligibility and Qualification, on Form T-1, of First
Trust as Trustee (re: Subordinated Note Indenture) (initially
filed with the SEC on January 2, 1991, and amended by Amendment
No. 1 thereto filed with the SEC on March 15, 1991, each in
connection with the Company's Form T-3, and each incorporated
herein by reference).
25.4 Statement of Eligibility and Qualification, on Form T-1, of First
Bank National Association as Trustee (initially filed with the
SEC on January 2, 1991, and amended by Amendment No. 1 thereto
filed with the SEC on March 15, 1991, each in connection with the
Company's Form T-3, and each incorporated herein by reference).
27.1 Financial data schedule.*******
--------------------
* Previously filed.
** Filed herewith.
*** Previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended October 30, 1993.
**** Previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1994.
***** Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
July 30, 1994.
****** Previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended October 29, 1994.
******* Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
January 28, 1995.
II-4<PAGE>
<PAGE>
(b) Financial Statement Schedule:
----------------------------
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not required or
are not applicable, or the required information is shown in the
Consolidated Financial Statements or Notes thereto.
II-5
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on
June 1, 1995.
JPS TEXTILE GROUP, INC.
By:/s/ Jerry E. Hunter
-----------------------
JERRY E. HUNTER
Chief Executive
Officer and President
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Jerry E. Hunter and Alain M.
Oberrotman, and each of them, such person's true and lawful attorneys-in-
fact and agents, with full power of substitution and revocation, for such
person and in such person's name, place and stead, in any and all
capacities to sign any and all amendments (including additional post-
effective amendments to this Registration Statement) and to file the same
with all exhibits thereto, and the other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
II-6
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <S> <C>
/s/ Steven M. Friedman Director and June 1, 1995
- -------------------------- Chairman of
STEVEN M. FRIEDMAN the Board
/s/ Jerry E. Hunter Director, June 1, 1995
- -------------------------- Chief Executive
JERRY E. HUNTER Officer and
President
/s/ David H. Taylor Director, June 1, 1995
- -------------------------- Executive
DAVID H. TAYLOR Vice President --
Finance, Principal
Financial Officer
and Secretary
/s/ Muzzafar Mirza Director June 1, 1995
- --------------------------
MUZZAFAR MIRZA
/s/ Alain M. Oberrotman Director June 1, 1995
- --------------------------
ALAIN M. OBERROTMAN
/s/ Marc C. Particelli Director June 1, 1995
- --------------------------
MARC C. PARTICELLI
/s/ Allen A. Hodges Controller June 1, 1995
- --------------------------
ALLEN A. HODGES
</TABLE>
II-7
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1(i) Plan of Reorganization of JPS Textile Group, Inc., a
Delaware corporation (the "Company"), filed pursuant to
Chapter 11 of the United States Bankruptcy Code, dated
February 7, 1991 (the "Plan").*
2.1(ii) Revised Technical and Conforming Amendment to the Company's
Plan, dated March 20, 1991.*
3.1 Restated Certificate of Incorporation of the Company, filed with
the Secretary of State of the State of Delaware on April 1,
1991.*
3.2 By-laws of the Company.*
3.3 Certificate of Designations of the Company's Series A Senior
Preferred Stock (the "Senior Preferred Stock").*
3.4 Certificate of Designations of the Company's Series B Junior
Preferred Stock.*
4.1 Indenture, dated as of April 2, 1991 (the "Discount Note
Indenture"), between the Company and First Trust National
Association ("First Trust"), as Trustee, relating to the
Company's Senior Subordinated Discount Notes due June 1, 1999
(the "Discount Notes").*
4.2 Form of Discount Note, incorporated by reference to Exhibit A to
the Discount Note Indenture.*
4.3 Indenture, dated as of April 2, 1991 (the "Subordinated Note
Indenture"), between the Company and First Trust, as Trustee,
relating to the Company's 10.25% Senior Subordinated Notes due
June 1, 1999 (the "Subordinated Notes").*
4.4 Form of Subordinated Note, incorporated by reference to Exhibit A
to the Subordinated Note Indenture.*
4.5 Indenture, dated as of April 2, 1991 (the "Debenture Indenture"),
between the Company and First Bank National Association, as
Trustee, relating to the Company's 7% Subordinated Debentures due
May 15, 2000 (the "Debentures").*
4.6 Form of Debenture, incorporated by reference to Exhibit A to the
Debenture Indenture.*
4.7 Stockholders' Agreement, dated as of April 2, 1991, among Odyssey
Partners, L.P. ("Odyssey Partners"), DLJ Capital Corp. ("DLJ
Capital") and Lincoln National Bank and Trust Company of Fort
Wayne ("Lincoln National").*
4.8 Letter Agreement, dated April 2, 1991, regarding certain rights
of "co-sale" granted by Odyssey Partners, DLJ Capital and Lincoln
National to the holders of the Company's Class A Common Stock.*
4.9 Letter Agreement, dated April 2, 1991, among Odyssey Partners,
Grant M. Wilson, William J. DeBrule and Yehochai Schneider.*
5.1 Opinion of Weil, Gotshal & Manges with respect to the legality of
the Securities (as defined below).*
7.1 Opinion of Weil, Gotshal & Manges with respect to the liquidation
preference of the Senior Preferred Stock.*
8.1 Opinion of Weil, Gotshal & Manges with respect to Federal Income
Tax Consequences.**
9.1 Voting Trust Agreement, dated as of April 2, 1991, between DLJ
Capital and Lincoln National.*
<PAGE>
<PAGE>
10.1 Management Agreement, dated as of April 2, 1991, between the
Company and Odyssey Investors, Inc.*
10.2 Registration Rights Agreement, dated as of April 2, 1991, by and
among the Company and the holders of the Company's Senior Notes,
Discount Notes, Subordinated Notes, Senior Preferred Stock and
Class A Common Stock (collectively, the "Securities").*
10.3 Loan and Security Agreement, dated as of October 30, 1991 (the
"CIT Loan Agreement"), between JPS Converter and Industrial
Corp., a Delaware corporation ("JCIC") and The CIT
Group/Equipment Financing, Inc. ("CIT").*
10.4 First Amendment to the CIT Loan Agreement, dated as of June 26,
1992, by and between JCIC and CIT.*
10.5 Second Amendment to the CIT Loan Agreement, dated as of December
22, 1992, by and between JCIC and CIT.*
10.6 Agreement of Lease, dated as of June 1, 1988, by and between 1185
Avenue of the Americas Associates ("1185 Associates") and JCIC.*
10.7 Lease Modification and Extension Agreement, dated as of April 2,
1991, by and between 1185 Associates and JCIC.*
10.8 Third Amendment to the CIT Loan Agreement, dated as of August 6,
1993, by and between JCIC and CIT.***
10.9 Trademark License Agreement, dated as of May 9, 1988, by and
between J.P. Stevens and JPS Acquisition Corp. (predecessor to
the Company).***
10.10 Omnibus Real Estate Closing Agreement, dated as of May 9,
1988, by and among J.P. Stevens, JPS Acquisition Corp., JPS
Acquisition Automotive Products Corp., JPS Acquisition
Carpet Corp., JPS Acquisition Industrial Fabrics Corp., JPS
Acquisition Converter and Yarn Corp. and JPS Acquisition
Elastomerics Corp.***
10.11 Purchase Agreement, dated as of April 24, 1988, by and among
JPS Holding Corp., the Company, Odyssey Partners, West
Point-Pepperell, Inc., STN Holdings Inc., Magnolia Partners,
L.P. and J.P. Stevens.***
10.12 Asset Purchase Agreement, dated as of May 25, 1994, by and
among the Company, JAPC, JCIC, JPS Auto Inc., a Delaware
corporation, and Foamex International Inc., a Delaware
corporation.****
10.13 Fourth Amended and Restated Credit Agreement (the "Existing
Credit Agreement"), dated as of June 24, 1994, by and among
the Company, JCIC, JPS Elastomerics Corp., a Delaware
corporation ("JEC"), JPS Carpet Corp., a Delaware
corporation ("JCC"), the financial institutions listed on
the signature pages thereof, Citibank, N.A. ("Citibank"), as
Agent and Administrative Agent, and General Electric Capital
Corporation ("GECC"), as Co-Agent and Collateral Agent.*****
10.14 First Amendment to the Existing Credit Agreement, dated as
of November 4, 1994, by and among the Company, JCIC, JEC,
JCC, the financial institutions listed on the signature
pages thereof, Citibank, as Agent and Administrative Agent,
and GECC, as Co-Agent and Collateral Agent. ******
10.15 Second Amendment to the Existing Credit Agreement, dated as
of December 21, 1994, by and among the Company, JCIC, JEC,
JCC, the financial institutions listed on the signature
pages thereof, Citibank, as Agent and Administrative Agent,
and GECC, as Co-Agent and Collateral Agent. ******
<PAGE>
<PAGE>
10.16 Fourth Amendment to CIT Loan Agreement, dated as of December
29, 1994, by and between JCIC and CIT.******
10.17 Lease Modification and Extension Agreement, dated as of
April 30, 1993, by and between 1585 Associates and
JCIC.******
10.18 Long-Term Incentive Plan of the Company effective
November 1, 1994.*******
12.1 Computation of Ratio of Earnings to Fixed Charges.*
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.*
21.1 List of Subsidiaries of the Company.******
23.1 Consent of Deloitte & Touche LLP.*
24.1 Power of Attorney relating to the Company
(included as part of the signature page hereof).
25.1 Statement of Eligibility and Qualification, on Form T-1, of CNB
as Trustee (initially filed with the Securities and Exchange
Commission (the "SEC") on January 2, 1991, and amended by
Amendment No. 1 thereto filed with the SEC on March 15, 1991,
each in connection with the Company's Form T-3, and each
incorporated herein by reference).
25.2 Statement of Eligibility and Qualification, on Form T-1, of First
Trust as Trustee (re: Discount Note Indenture) (initially filed
with the SEC on January 2, 1991, and amended by Amendment No. 1
thereto filed with the SEC on March 15, 1991, each in connection
with the Company's Form T-3, and each incorporated herein by
reference).
25.3 Statement of Eligibility and Qualification, on Form T-1, of First
Trust as Trustee (re: Subordinated Note Indenture) (initially
filed with the SEC on January 2, 1991, and amended by Amendment
No. 1 thereto filed with the SEC on March 15, 1991, each in
connection with the Company's Form T-3, and each incorporated
herein by reference).
25.4 Statement of Eligibility and Qualification, on Form T-1, of First
Bank National Association as Trustee (initially filed with the
SEC on January 2, 1991, and amended by Amendment No. 1 thereto
filed with the SEC on March 15, 1991, each in connection with the
Company's Form T-3, and each incorporated herein by reference).
27.1 Financial data schedule.*******
--------------------
* Previously filed.
** Filed herewith.
*** Previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended October 30, 1993.
**** Previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1994.
***** Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
July 30, 1994.
****** Previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended October 29, 1994.
******* Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended
January 28, 1995.
<PAGE>
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
April 21, 1995
JPS Textile Group, Inc.
555 North Pleasantburg Drive
Greenville, SC 29607
Gentlemen:
You have requested our opinion regarding certain federal
income tax consequences of the ownership, sale and redemption of the
10.85% Senior Subordinated Discount Notes of JPS Textile Group, Inc.
(the "Company"), the 10.25% Senior Subordinated Notes of the Company,
the 7% Subordinated Debentures of the Company (collectively, the "Debt
Securities"), the Series A Senior Preferred Stock of the Company (the
"Preferred Stock") and the Class A Common Stock of the Company
(together with the Debt Securities and the Preferred Stock, the
"Securities").
In formulating our opinion as to the matters certified, we
have examined such documents as we have deemed appropriate, including
Post-Effective Amendment No. 2 to the Registration Statement of the
Company on Form S-1 (Registration No. 33-58272) dated April 13, 1995,
filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended to the date hereof (such
Registration Statement as so amended being referred to hereinafter as
the "Registration Statement"). Also, we have obtained such additional
information as we have deemed relevant and necessary through
consultation with various officers and representatives of the Company.
The terms of the Securities, which are set forth in the
Registration Statement, are incorporated herein by reference.
Based upon the terms of the Securities, as set forth in the
Registration Statement, we hereby confirm that the legal conclusions
set forth in the discussion under the heading "Certain Federal Income
Tax Consequences" in the Registration Statement, except as it relates
to the treatment of the Debt Securities as indebtedness for federal
income tax purposes, to the calculation and accrual of original issue
discount on the
NYFS09...:\75\55175\0011\1186\LTR4035M.360<PAGE>
<PAGE>
JPS Textile Group, Inc.
April 21, 1995
Page 2
Debt Securities and to the calculation and accrual of redemption
premium on the Preferred Stock, accurately reflects our opinion as to
the material federal income tax consequences of holding and disposing
of the Securities.
The foregoing opinion is based on current provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated thereunder (including proposed Treasury Regulations),
published pronouncements of the Internal Revenue Service, and case
law, any of which may be changed at any time with retroactive effect.
No opinion is expressed on any matters other than those specifically
referred to herein.
We hereby consent to your filing this opinion as an exhibit
to the Registration Statement and to the reference to our firm
therein.
Very truly yours,
WEIL, GOTSHAL & MANGES
